We went to meet Anne-Laure Héritier, independent board member of companies and foundations since 2004, founder in 2009 of a fiduciary company specialized in the management of transnational projects. Anne-Laure has held various executive and non-executive positions in small and medium-sized companies as well as advisory board positions in Swiss start-ups.
Today, we call on her experience to express herself on the differences between managing a board of directors in a small business or a start-up?
Different issues:
The governance issues are not the same and neither is the role of the director.
What are the main differences?
SME :
- When you join the board of directors of a family or non-family SME, you join an already established environment with its codes and functioning. We are not appointed at the initiative of the manager but we integrate a team in place to deliver a service of piloting which missed with the council. This means that we, as a member, will contribute to an improvement in the effectiveness of corporate governance and control.
- The administrator will integrate with an existing base for which he/she can suggest adaptations and the implementation of best practices. The role of the director is part of a regulated and stable system from the company’s point of view. Stability does not mean immobility, on the contrary, but the questions of governance are posed within a framework that has already been established. Its role is to accompany the company in its movement and deployment of its strategy. The Board of Directors fully plays its role as a control and support body for operational management.
Start-up:
- A start-up has specific needs that evolve very quickly. It is an object in the making that goes through different phases of development and evolving needs. The founders generally remain majority shareholders for a very short time. Their goal is to raise funds to enable rapid growth of their company. This means that the role of the independent director will be to ensure a fair balance between the investors and the founders. But the director can also be involved in the creation of the start-up, which can strongly influence the form, the structure and the image of the future company.
- Participating in the destiny of a start-up at the very beginning of its adventure, in the pre-seed and seed phase, is an exciting challenge for an experienced administrator. For example, the integration of a director in a pre-incorporation phase of the start-up allows to create the basis of a company culture. Being involved in the reflection on the shareholders’ agreements, the statutes and the capitalization plan, allows to enlighten the entrepreneur on the different options to be taken in view of the fund raising. The founder will very quickly lose equity control of his start-up, and in this case, suggesting not to issue shares with preferential rights immediately sets the tone for future entrants that the leader does not want to reserve special rights for himself and is willing to share the risks. This demonstrates commitment and transparency and creates a culture of trust for the future.
Anne-Laure, can you give us a concrete case?
At the initiative of the manager, I was contacted to create an Advisory Board for an early stage start-up wanting to position itself in the medtech field. The founder’s request was to create an ad hoc board in charge of value creation. To identify market opportunities, ensure a strategic scientific and technical watch, advise on partnerships (internal/external growth decision) and on the products to be developed as a result of the innovation that wanted to be implemented. We had to mobilize highly experienced resources, not all of them in medtech, but collectively they were able to focus only on creating value. The role of these directors was no longer to manage/control the company but to be free in relation to its leader in order to bring as much added value as possible: strategic thinking, calibration and implementation of projects with the highest impact on the value of the start-up.
What are the main benefits for a start-up to use an independent director?
The role of the director, whether in a start-up or in an established company, is to adapt to the needs expressed by the manager or by the board of directors. The quality of the service will be the same but the influence on the future of the company can be more or less decisive. Expectations in terms of support can be different – contribution of expertise for good governance, control function or force of proposal. In the case of a start-up, the administrator’s network is usually provided without any compensation and the administrator can legitimize the strategy.
Setting up an adapted governance as soon as the project is formalized to accompany a start-up in its first phase of development, is certainly a future guarantee of ease in order to be able to manage a regular raising of capital likely to support the innovation and the phases of strong growth. Start-ups deserve great attention to resources and here again the administrator can help structure them through a strong value creation culture.
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APIA Swiss Team