Mois : novembre 2015

Le laxisme et la passivité des Boards UK | Qu’en est-il au Canada ?


Vous trouverez, ci-dessous, l’extrait d’un article très pertinent publié par Dina Medland , laquelle couvre le domaine de la gouvernance dans Forbes, qui fait état d’une entrevue conduite avec le professeur de Gouvernance Andrew Kakabadse, de la Henley Business School de Grande-Bretagne.

L’article met le doigt sur le conservatisme (et le traditionalisme) crasse des administrateurs qui siègent sur les conseils d’administration en Grande-Bretagne.

L’attitude de non-intervention de plusieurs administrateurs conduit à un sérieux manque d’innovation dans la gouvernance des entreprises anglaises (UK).

Trouve-t-on le même laxisme et la même résistance aux changements dans nos organisations nord-américaines ?

Personnellement, je ne crois pas que ce soit à la même échelle mais les conseils d’administration souffrent beaucoup du manque de questionnement de leurs membres. Il y a, ici aussi, trop de passivité eu égard aux questions d’orientation de l’entreprise ainsi qu’aux actions de la direction.

Je vous invite donc à lire ce court article et à partager votre point de vue sur la situation qui règne au Canada. Bonne lecture !

There Is A Crying Need For Innovation In Boardrooms

Andrew Kakabadse has built a reputation for sharp, insightful commentary on the boardrooms of publicly listed companies. Professor of Governance and Leadership at Henley Business School since last summer, he has spoken out before now on the declining worth of non-executive directors.

In an interview with me in April 2013, he suggested many non-executive directors in the UK’s boardrooms were ‘of little or no value to the business.’ Particularly scathing about the UK, he said : “We have a culture where we don’t ask questions.”

We also have a boardroom culture in the UK where we believe that “if it has worked fine for hundreds of years, why change it?” It is part and parcel, it seems of a national love of ritual – at which we clearly excel. The world’s love for very British celebrations -often involving members of the Royal family, horses, logistical feats of military planning and discipline and split-second timing- bears testimony to that. But the flip side of that seems to be that innovation is both rare, and resisted.

It is worth noting, therefore, that ICSA, the professional body for company secretaries – who are required for listed companies in the UK – chose Professor Kakabadse to undertake a piece of research on The Company Secretary, with a view to finding a way to progress the value of the role. (Note: for transparency, the software arm of ICSA which provides technology solutions for the boardroom is the commercial sponsor of my blog Board Talk but has no editorial control on input).

“On average, UK boards consist of 9 to 11 members, if whom the majority are over the age of 50. Fewer than half of these board members had had a job description and the chairman is very likely to be white, male and over the age of 60. Barriers to diversity remain firmly set throughout most boardrooms in the country” says the report.

It says the management and governance realities of boards indicate “animosity, a lack of intimacy with strategy, and poor communication” when it comes to top team strategy. Board and executive relations are “non-cohesive” when it comes to “shaping/negotiation of strategy, open interaction and trust.” Board members are described as “out of touch” – with “reality, markets and employees, unclear member role and contribution, productivity of meetings, engagement with the executive.”

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Quelques mythes persistants à propos de la culture de gouvernance | En rappel


Vous trouverez, ci-dessous, un article tout à fait pertinent et intéressant, paru sur le site de INC.COM et publié par le .

Voici onze (11) affirmations, ou mythes, à propos de la culture organisationnel et comment les administrateurs de sociétés peuvent tirer profit de ces enseignements.

Bonne lecture !

« Culture is a manifestation of your company’s values, and it impacts everything from talent recruiting to innovation. Unfortunately, some founders and CEOs, especially at early-stage startups, confuse culture with perks or, worse, believe that defining a company’s culture is a task best left up to someone else. Eleven founders from the Young Entrepreneur Council (YEC) call out the most persistent culture myths–and what you can do to overcome them »

11 Stubborn Myths About Company Culture

1. Perks = Culture

« Many startup founders mistakenly think that fun perks automatically make for a good culture. Don’t get me wrong–happy hours, Ping-Pong tables and catered lunches are great, but they’re not going to keep employees happy unless you work to create a fundamental culture of respect. It’s a lot easier to provide perks than it is to make sure that employees feel motivated and valued. » —Jared Feldman, Mashwork

2. Culture Doesn’t Start With You

« Most CEOs don’t realize that they are defining the culture by how they are behaving. Snap at people often? Anger will become part of your culture. Undermine your staff? Bureaucracy will invade your culture. Pretend everything is always amazing? You’ll create a culture full of fakes. If you want a culture that is always evolving and becoming more beautiful, invest in doing so yourself. » —Corey Blake, Round Table Companies

3. Employee Feedback Isn’t Important

« Some CEOs do not treat employee feedback as if it was as important as their own thoughts, because they are not viewed as equals. Though it is clear a CEO’s role is more expansive then other positions, the culture of a company can be negatively affected if people’s ideas and thoughts are suppressed. Each employee has a unique view of the organization, and the culture of sharing views is important to the company’s success. » —Phil Chen, Systems Watch

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4. Remote Work Doesn’t Impact Culture

« I’ve worked for several companies remotely for years, and none of them have worked out long term. You always have things going on, and you are never as productive as when you’re together in a group. Working with others next to you is the best way for your company culture to grow. If you have to work remotely, find a way to get to the office at least twice a week to improve culture. » —John Rampton, Adogy

5. Someone Else Owns It

« They assume it’s someone else’s problem to deal with. HR doesn’t own culture. Employees don’t own culture. Everyone owns culture, and senior leaders have an enormous impact on how business gets done in the day-to-day. CEOs who don’t understand this are destined to live with whatever they get. CEOs who do understand their roles are better equipped to be intentional about the culture they create in ways that drive performance. »–Chris Cancialosi, GothamCulture

6. Culture Doesn’t Need to Be Defined

« Chris Wood of Paige Technologies says it best, ‘Organizations are really only a representation of the people in them; employers must be diligent about mapping culture.’ Products and services can be duplicated, but people can’t. Your people drive your culture and they are the one defining difference of a company. CEOs forget to understand and define the culture that they have in place early on. » —Jason Grill, JGrill Media | Sock 101

7. Culture Is Just a Set of Values

« We help many growing companies build culture, and the one thing most CEOs get wrong is forgetting to operationalize it. Culture isn’t just a set of core values on the wall–it’s a set of consistent behaviors. You have to be clear what those values look like in practice (we call them work rules) so current and future employees see culture in action and understand how works gets done in the company and align the company to them. » —Susan LaMotte, Exaqueo

8. Culture Only Matters When You Reach X Size

« Most CEOs think they don’t have to worry about company culture until their business meets certain profit or growth margins. In reality, company culture is affecting your bottom line regardless of your margins. I’ll say it again: Your company’s culture is inextricable from your company’s success. Focus on hiring the right people and offering them a place to thrive. With the wrong staff or an unmotivated staff, your company will go nowhere. » —Sean Kelly, HUMAN

9. You Can’t Hire for Culture

« You have to carefully select the type of people you add to your team if you’re going for a particular culture. For instance, if you’re a fashion company, you probably want to hire people that are actually passionate about fashion. It’s good to have people with different ideas, but generally they should have a shared common interest. With that shared interest, you can build a culture that your team members and customers can get behind. » —Andy Karuza, Brandbuddee

10. Compensation Is the Only Motivator

« Once they reach a certain salary, most non-sales employees could honestly care less about additional compensation. Employees work to feel needed, so remind them that they are your company. Recognize them, and make it public recognition. » —Justin Gray, LeadMD

11. Culture Will Wait for You to Create It

« The interesting thing about a company culture is that it will create itself if you don’t create it first. CEOs need to define and personify the company culture and instill it at every level of the organization. The best companies all have a culture based on their mission, and all employees know why they’re working so hard. When the opposite is true, the culture will create itself–and it may not be the culture you envisioned. » —Andrew Thomas, SkyBell Technologies, Inc.

Les devoirs des administrateurs selon la règlementation du Royaume-Uni (UK)


Aujourd’hui, je prends l’initiative de vous présenter un résumé de la règlementation UK eu égard aux devoirs des administrateurs de sociétés, accompagnée d’une explication de David Doughty*, expert en gouvernance, sur les sept (7) principaux devoirs de ceux-ci.

Il n’y a rien de bien nouveau quant aux responsabilités qui incombent aux administrateurs en Grande-Bretagne. En fait, le UK Company Act date de 2006 et on y trouve une description claire, et toujours d’actualité, des fonctions d’administrateurs qui s’appliquent autant aux indépendants qu’aux non-indépendants (plus particulièrement, les membres de la hautes direction qui siègent au conseil).

Ce texte est tiré d’un récent billet paru sur le blogue de David Doughty. Bonne lecture !

Les devoirs des administrateurs selon la description de la règlementation UK

The 2006 Companies Act, which set out to streamline and simplify UK Company law, ended up being one of the largest pieces of legislation ever written!

However, it did, for the first time, specify exactly what a Company Director’s duties are (which apply equally to both Executive and Non-Executive Directors), as follows:

  1. To act within powers
  2. To promote the success of the company
  3. To exercise independent judgement
  4. To exercise reasonable care, skill and diligence
  5. To avoid conflicts of interest
  6. Not to accept benefits from third parties
  7. To declare interest in proposed transaction or arrangement with the company

To take them one by one – To act within powers – how does a director know what powers he or she is required to act within?

A good place to start is the Articles of Association (previously known as the Memorandum and Articles or ‘Mem and Arts’) – when was the last time you looked at these? When did your board last review them to make sure that they are still appropriate? These, together with any shareholder agreements, contracts, covenants and other items form the company’s constitutional documents which define your powers as a director.

P1020182If you haven’t looked at these for a while, or worse still, have never looked at them, then ask your Company Secretary for copies as soon as possible.

Next – To promote the success of the company – prior to the 2006 Act it used to be the case that company directors were responsible to shareholders and providing they endeavoured to ensure a decent return on the shareholders investment then they were complying with their duties.

Following the ‘unacceptable face of capitalism’ scandals of Lonrho and Slater Walker in the 1970s and the corporate failures of the ’80s leading to the Cadbury Report and the UK Corporate Governance Code it became clear that company directors had much wider duties which are now enshrined in the 2006 Companies Act, especially in respect of promoting the success of the company.

To promote the success of the company – having regard (amongst other matters) to:

The likely consequences of any decision in the long term;

The interests of the company’s employees;

The need to foster the company’s business relationships with suppliers, customers and others;

The impact of the company’s operations on the community and the environment;

The desirability of the company maintaining a reputation for high standards of business conduct; and

The need to act fairly as between the members of the company

Clearly, the new act, which applies equally to Executive and Non-Executive company directors in the UK, establishes a legal duty for directors to avoid short-termism in their strategic decision making and take into account the legitimate interests of their staff, suppliers, customers, the community and the environment as well as their shareholders.

With regard to the need To exercise independent judgement – it is important that, regardless of job title or board role or independence, all directors come to the boardroom table as equals, with joint and several liability for the decisions that they make and that they are not unduly swayed or influenced in making those decisions.

All directors are expected To exercise reasonable care, skill and diligence – which means that they should devote sufficient time to their role (which limits the number of directorships any individual may hold) and come to every board meeting well prepared, having read all the board papers and where possible, having had off-line conversations with fellow directors about key strategic matters.

Turning up to board meetings late and trying to read the papers during the meeting for the first time is unlikely to lead to an effective contribution to decision making or a satisfactory discharge of your duties as a company director.

Holding more than one board position or running your own business whilst serving on the board of another company are likely to compromise your legal duty To avoid conflicts of interest – whilst it is not always possible to avoid conflicts of interest, you should be aware of the possibility and alert the board when conflicts are likely to occur.

A well run board will have a Register of Interests, which will be reviewed annually, containing a list of all directors’ outside interests. The standing agenda for each board meeting should include an item for Declarations of Interests, at which point directors should declare if they have an interest in an agenda item. Often, if this is the case, the director will formally leave the meeting whilst the matter is being discussed and will only re-join once a decision has been made.

All directors should be aware of the requirement Not to accept benefits from third parties – compliance with this aspect of the act can be demonstrated by maintaining a Gifts and Hospitality register and ensuring that there is a company-wide policy on entertainment paid for by third parties.

Finally, directors need to comply with the requirement To declare interest in proposed transaction or arrangement with the company – most commonly this covers property transactions or contracts with businesses that a director has an interest in. The sphere of interests that need to be declared also usually includes the director’s spouse, children and immediate family.

If you are a company director and you have been aware of your duties under the 2006 Companies Act and you have been complying with them then you can be satisfied that you are acting within the law – if not, then you should review how you and your board operates to make sure that you are discharging your director’s duties correctly.

*David Doughty, Corporate Governance Expert, Chartered Director, Chairman, Non-Executive Director, Entrepreneur. He works with company directors to help them and their boards to be more effective. He provides Investment Due-dilligence, Board Evaluation, Director Development and facilitated Board Strategic Away-days.

En rappel | Les C.A de petites tailles performent mieux !


Selon une étude du The Wall Street Journal publié par Joann S. Lublin, les entreprises qui comptent moins d’administrateurs ont de meilleurs résultats que les entreprises de plus grandes tailles.

Bien qu’il n’y ait pas nécessairement de relation de type cause à effet, il semble assez clair que la tendance est à la diminution de nombre d’administrateurs sur les conseils d’administration des entreprises publiques américaines. Pourquoi en est-il ainsi ?

Il y a de nombreuses raisons dont l’article du WSJ, ci-dessous, traite. Essentiellement, les membres de conseils de petites tailles :

  1. sont plus engagés dans les affaires de l’entité
  2. sont plus portés à aller en profondeur dans l’analyse stratégique
  3. entretiennent des relations plus fréquentes et plus harmonieuses avec la direction
  4. ont plus de possibilités de communiquer entre eux
  5. exercent une surveillance plus étroite des activités de la direction
  6. sont plus décisifs, cohésif et impliqués.

Les entreprises du domaine financier ont traditionnellement des conseils de plus grandes tailles mais, encore là, les plus petits conseils ont de meilleurs résultats.

La réduction de la taille se fait cependant très lentement mais la tendance est résolument à la baisse. Il ne faut cependant pas compter sur la haute direction pour insister sur la diminution de la taille des C.A. car il semblerait que plusieurs PCD s’accommodent très bien d’un C.A. plus imposant !

Il faut cependant réaliser que la réduction du nombre d’administrateurs peut constituer un obstacle à la diversité si l’on ne prend pas en compte cette importante variable. Également, il faut noter que le C.A. doit avoir un président du conseil expérimenté, possédant un fort leadership. Un conseil de petite taille, présidé par une personne inepte, aura des résultats à l’avenant !

Voici deux autres documents, partagés par Richard Leblanc sur son groupe de discussion LinkedIn Boards and Advisors, qui pourraient vous intéresser :

« Higher market valuation of companies with a small board of directors« : http://people.stern.nyu.edu/eofek/PhD/papers/Y_Higher_JFE.pdf

« Larger Board Size and Decreasing Firm Value in Small Firms« : http://scholarship.law.cornell.edu/cgi/viewcontent.cgi?article=1403&context=facpub

Je vous convie donc à la lecture de l’article du WSJ dont voici un extrait de l’article. Bonne lecture !

Smaller Boards Get Bigger Returns

Size counts, especially for boards of the biggest U.S. businesses.

Companies with fewer board members reap considerably greater rewards for their investors, according to a new study by governance researchers GMI Ratings prepared for The Wall Street Journal. Small boards at major corporations foster deeper debates and more nimble decision-making, directors, recruiters and researchers said. Take Apple Inc. In the spring when BlackRock founding partner Sue Wagner was up for a seat on the board of the technology giant, she met nearly every director within just a few weeks. Such screening processes typically take months.

But Apple directors move fast because there only are eight of them. After her speedy vetting, Ms. Wagner joined Apple’s board in July. She couldn’t be reached for comment.

Smaller boards at major corporations have more nimble decision-making processes, directors, recruiters and academic researchers say. Eric Palma

Among companies with a market capitalization of at least $10 billion, typically those with the smallest boards produced substantially better shareholder returns over a three-year period between the spring of 2011 and 2014 when compared with companies with the biggest boards, the GMI analysis of nearly 400 companies showed.

Companies with small boards outperformed their peers by 8.5 percentage points, while those with large boards underperformed peers by 10.85 percentage points. The smallest board averaged 9.5 members, compared with 14 for the biggest. The average size was 11.2 directors for all companies studied, GMI said.

« There’s more effective oversight of management with a smaller board, » said Jay Millen, head of the board and CEO practice for recruiters DHR International. « There’s no room for dead wood. »

Many companies are thinning their board ranks to improve effectiveness, Mr. Millen said. He recently helped a consumer-products business shrink its 10-person board to seven, while bringing on more directors with emerging-markets expertise.

GMI’s results, replicated across 10 industry sectors such as energy, retail, financial services and health care, could have significant implications for corporate governance.

Small boards are more likely to dismiss CEOs for poor performance—a threat that declines significantly as boards grow in numbers, said David Yermack, a finance professor at New York University’s business school who has studied the issue.

It’s tough to pinpoint precisely why board size affects corporate performance, but smaller boards at large-cap companies like Apple and Netflix Inc. appear to be decisive, cohesive and hands-on. Such boards typically have informal meetings and few committees. Apple directors, known for their loyalty to founder Steve Jobs, have forged close ties with CEO Tim Cook, according to a person familiar with the company. Mr. Cook frequently confers with individual directors between board meetings « to weigh the pros and cons of an issue, » an outreach effort that occurs quickly thanks to the board’s slim size, this person said.

Mr. Cook took this approach while mulling whether to recruit Angela Ahrendts, then CEO of luxury-goods company Burberry Group PLC for Apple’s long vacant position of retail chief. Private chats with board members helped him « test the thought » of recruiting her, the person said. She started in April.

Ms. Wagner, Apple’s newest director, replaced a retiring one. The board wants no more than 10 members to keep its flexibility intact, according to the person familiar with the company, adding that even « eye contact and candor change » with more than 10 directors.

Apple returns outperformed technology sector peers by about 37 cumulative percentage points during the three years tracked by GMI. An Apple spokeswoman declined to comment.

Netflix, with seven directors, demonstrated equally strong returns, outperforming sector peers by about 32 percentage points. Board members of the big video-streaming service debate extensively before approving important management moves, said Jay Hoag, its lead independent director.

« We get in-depth, » he said. « That’s easier with a small group. »

Netflix directors spent about nine months discussing a proposed price increase, with some pushing back hard on executives about the need for an increase, Mr. Hoag said. Netflix increased prices this spring for new U.S. customers of the company’s streaming video plan, its first price bump since 2011.

A board twice as big wouldn’t have time for « diving deeper into the business on things that matter, » Mr. Hoag said.

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Pourquoi nommer un administrateur indépendant comme président du conseil | En rappel


Plusieurs se questionnent sur les raisons qui expliquent l’importance de choisir un administrateur indépendant comme président du conseil, même dans les entreprises dont le fondateur possède le contrôle.

Le court article de  paru dans itbusiness le 25 août 2014 montre les avantages réels à se doter d’une gouvernance exemplaire.

Voici, selon l’auteur,  neuf points à considérer dans le choix de cette option. Bonne lecture !

1. Increased share price on acquisition
2. Investor due diligence is smoother
3. Greater interest in follow-on investment rounds
4. Increased transparency through supplying shareholder information
5. Increased accountability of management
6. Stronger risk and crisis management policies
7. Stronger customer acquisition process resulted from customers’ appreciation that the company is stronger than its individual executives.
8. Competitors take notice of the seriousness of your company’s approach
9. Creates environment for innovative change

The use of a non-executive chairperson for a private corporation, including early and growth stage companies, allows the company to start acting as if the company is structured for success and is serious about its responsibilities to shareholders, customers, and staff.

9 reasons to name a non-executive chairperson to your board

It is natural for entrepreneurs and founders to want to control the destiny of their company. Facebook and Mark Zuckerberg are often cited as examples of why a founder should stay in control.

In this example, Zuckerberg owned less than 30 per cent of Facebook; however, he maintained a controlling vote through multiple voting rights. These voting rights enabled him to singlehandedly buy Instagram for over $1 billion without board approval.IMG_00000884

Some entrepreneurial observers may say that this is a good thing. Others who have been schooled in corporate governance would suggest too much power rested in one shareholder’s hands, and one who holds less than 50 per cent of the equity of the company. This example of a lack of corporate governance points a founder in the direction of how a private company and its strategic direction should be directed and controlled, while maintaining the vision the founders had when they formed the company.

When a company accepts equity investment from outside shareholders, the shareholders have an expectation that their rights will be protected by the board of directors. For a growth stage company, these many responsibilities become burdensome. I agree with most founders that their primary responsibility is to drive product development and acquire profitable customers. A founder who is both comfortable with and understands the alignment of the vision and strategic direction should be comfortable handing off some of the leadership responsibilities that guide the company.

Best practices of corporate governance for a public company separate the role of CEO of the company and the chairperson of the board of directors, often referred to as the non-executive chairperson or lead director. Under this structure, the CEO manages the affairs of the company under the direction of the board, and the governance structure or board of directors and its members are managed by the non-executive chairperson. Many founders are concerned with a loss of control in this structure; however, they need not be. With a strong selection process that was developed from a skills matrix, and a desire to have open and regular communication between the two roles, the company should be positioned for success.

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