Forum. In the area of corporate governance, models combining management board and supervisory board or disassociating president and general manager, seem to be imposed following the scandals of the type of ” Enron “. Here we are at the end of two decades of reforms accompanying this evolution, marked by the proliferation of committees, independent directors, codes of ethics, etc
Certainly, these movements have improved the transparency of financial life and reinforced the confidence of the shareholders in respect of the companies. However, it is allowed here to support that, in seeking to distinguish the power of direction and the power of control, it leads to a dilution of responsibilities and a weakening of the spirit of decision.
Inspired by another legal system than the French law, the formula management board/supervisory board has the same finish by invading the simplified stock companies (SAS), whose governance should rightly remain… it is simple (the law only requires to appoint a president). And yet, the practice and the investment funds of LBO impose far too often a formula management board/supervisory board to better monitor the ruler and offer their representatives the protection (relative) of the status of bodies of simple control.
Power and responsibility
Beyond the challenge to fill the seats of instances legion, it should not be forgotten that a company is above all a human structure within which the officer must carry and customize a strategic vision, to remain in contact of employees and customers.
This reflection led to put forward a formula and old French : the president-chief executive officer (CEO). Because some are more in tune with the times to speak of ” CEO ” [” chief executive officer “, “executive director” in French] instead of ” CEO “, you almost forget that the French law…