Dans son Bulletin de novembre, The Director’s Dilemma, Julie Garland McLellan nous propose une étude de cas que je considère vraiment très pertinente. En fait, il s’agit d’une situation avec laquelle vous êtes probablement tous déjà familiers, celle d’un nouveau membre de C.A. confronté à un Board « faible » et à un PDG « puissant ». Que doit faire Frank et pourquoi ?
Frank has been recently elected to a board position with a NFP, which is quite large with 500 employees and $70m in assets. The board has a strong CEO, who seems to do what she wants. In the past the board was relatively weak and the CEO needed to use her expertise without relying on theirs. The board could have been described as ‘light weight’ in regard to governance and corporate knowledge. One board member, for example, is a microbiologist with great critical thinking but no understanding of how to run a company. This led to a culture where the CEO would respond to board queries by asserting that the matter of interest was « an operational issue » and for board members to rationalise her response by accepting that the CEO « has it under control ».
The board recognised its weakness and sought out some new company directors with governance training and corporate understanding; hence Frank’s invitation to stand for election. Frank is encountering opposition in asking critical questions of the CEO and trying to probe for information, because the board says the business is under the CEO’s control.
He is concerned the board has a weak Chairman who does not support the board in taking effective control or oversight. He is seriously considering if he should stay and try to improve matters slowly or if he should leave as he truly feels the board is dangerously negligent. However, he likes a challenge, believes in the objectives of the NFP, and feels that his fellow directors are honest and well intentioned.
Vous pouvez consultez les avis de trois experts
www.cas.ulaval.ca/cms/cas
Gouvernance | Jacques Grisé 