Voici un article qui rappelle les règles à suivre pour un administrateur siégeant sur le conseil d’une entreprise familiale, d’une entreprise privée de capital de risque, d’une entreprise gérée par les fondateurs ou toute autre combinaison de celles-ci. L’article a initialement été publié par Jim McHugh en mars 2015 dans Private Company Director Magazine.
Pour plusieurs administrateurs, le fait de prendre position en faveur de la direction, des propriétaires dirigeants ou du management en général peut constituer un manquement aux obligations de fiduciaire, surtout si la position adoptée est contraire à celle de certains autres administrateurs qui ont des intérêts à protéger !
L’incident relaté dans l’extrait suivant est assez révélateur …
You’ve become one of them.” That’s what a fellow Director (“MoneyGuy”) said to me after one of XYZ Company’s regular board meetings. MoneyGuy was from XYZ’s lead investor group and the majority shareholder. The ’them’ MoneyGuy was speaking about was XYZ’s management team. From his tone, I knew MoneyGuy wasn’t giving me a compliment; I was being admonished because I ‘sided with management’ about a particular matter that was pivotal to the future of the company.
What had I done wrong? To find the answer, you’ll need to read the following fifteen “rules” on how to work with owners.
Ce commentaire d’un collègue administrateur a incité Jim McHugh* à proposer quinze (15) règles de conduite dans des cas similaires. Je vous invite donc à lire ces règles et à ajouter votre grain de sel.
Bonne lecture !
Here are my fifteen rules :
1. Remember your role as a fiduciary. MoneyGuy knew I had a fiduciary responsibility to the corporation, not just to him and his private equity firm. They put me on the Board to be ‘an outside, independent voice.’ Somehow that slipped his mind! This brings me to Rule #2…
2. Don’t be a rubber stamp. You can get rubber stamps at Staples. MoneyGuy or any other majority shareholder should realize that you are not on the Board just to be another automatic vote for them. Another Director friend told me: “There is a fine line to walk as an independent director when those sitting around the table own the company and you are effectively their invited guest.” If management knows you are truly independent and not there to throw them under the bus, this will help build trust with all.
3. Understand the owner’s expectations and their personal and financial goals. One owner told me: “I believe the most important consideration for an outside Director is to ensure the shareholders’ goals and desires are fully understood. Private company owners are likely to have a complex mix of primary and secondary goals that often change based on circumstances impacting their lives. Multiple shareholders might present further complications which need to be blended into the stew.”
4. Understand the owners’ personalities. This is different than #3. The particular personality style of the individual majority shareholder exerts a significant influence on the board and management.
5. Get to know the management team. Is the CEO and senior team strong-willed, weak or balanced? How well does the CEO work with the company’s owners? Being aware of the strengths and weaknesses of the C-Suite will help you be a better coach to the owners.
6. Understand the culture of the company. Why? Because you and your other directors do have a role in shaping it and maintaining it by your actions.
7. Be consequential. Joe White used this term in his book Boards That Excel. One CEO/owner told me: “I want Directors that challenge me and bring perspective and skills I lack. I also want them to be well-grounded. The one thing my board has lacked is someone who is very knowledgeable about the specifics of my industry, but I think that has been outweighed by Directors with broad experience who see the big picture.”
8. Understand the business model and the industry. I had recently joined the Board of a company and we were discussing changes to the distribution channels. One Director said: “That’s not how we go to market now, is it?” He had been on the Board for over ten years and did not know one of the basic aspects of the business model!
9. Be a colleague, not an adversary. You are on the Board to give your opinion and offer advice, suggestions and ideas, not to advance your own career or agenda. I disagreed with MoneyGuy, but I wasn’t being disagreeable. No grandstanding, no pontificating allowed.
10. Don’t be timid about personally coaching or mentoring the owners. Even though they own the company, they may need advice on areas they are unfamiliar with. See #7.
11. Trust your gut. It’s ok to be a nudge (…and be Columbo-like). For those of you who are too young to know who Columbo was, Google him. Don’t allow the CEO and the team to stiff arm you or ignore your questions. Hopefully you have proved to the owners that your probing is done with good intentions.
12. Prepare for and attend the meetings. How obvious is this? Don’t be a no show or empty seat.
13. Participate. Be available to the owners not only at the Board meetings but also between the meetings. Encourage honest two-way communication and feedback.
14. Embrace and use technology. Just a pet peeve of mine…I’m tired of hearing about people being ‘too old’ to learn today’s communication technologies. The cloud is something more than moisture in the air.
15. Stay fresh. Owners don’t want ‘stale’, they deserve ‘fresh’.
None of this is complicated and these rules may seem pretty basic and just common sense to you. But if that’s the case, then why have I witnessed so many Directors who don’t follow these, who behave irrationally and/or who are ineffective with ownership?
Jim McHugh* is an Entrepreneur, Director, CEO Coach, Optimist, Instigator of Positive Change…and Fixer of Stuck Companies. CEOs, family owners, investors and Boards enlist Jim to be their ‘fresh pair of eyes’ and confidant.