The world is moving, changing, competition is growing, market volatility is increasing, access to raw materials is becoming more difficult. There is no other choice but to adapt to ensure the continuity of the company. It is the role of governance to consider these new trends, to face the uncertainties and to preside over the necessary changes and evolutions. A wrong decision, insufficiently informed, badly calibrated, or simply wrong, because of a lack of necessary competences, can simply and quickly harm the destiny of a company.

If current governance faces a need for agility, it also faces in the short and medium term an imperative for professionalization.

As the September 2022 issue of PME magazine put it, “from an honorary title, the function of administrator has become a profession” (Mehdi Atmani). We can say that the time of governance of convenience is over, as is that of governance of pure “compliance” with laws and regulations.

However, many Swiss SMEs, family-owned SMEs, are still content with traditional models, which do not prepare them well for crises. For these SMEs, it is becoming more and more critical to “structure” their governance. A board of directors is defined in particular by its correct constitution, its operating mode, its processes, the relationships established between its members …. How to know if its governance is optimal / optimized?

In fact, the “pre-birth” act of a board of directors is probably the diagnosis of the future governance issues of a given company, depending on its size, culture, industry and strategies. This analysis of the risks and stakes makes it possible to define the measures necessary to successfully implement these strategies, and to “structure”, organize and renew the board of directors.

The analysis of the major issues and risks thus makes it possible to optimize the board of directors from the point of view of its recruitment, composition, number of directors, directors’ skill profiles, and the directors’ mutual sphere of responsibility.

In doing so, governance can then be “professionalized” on several levels:

  1. The governance spectrum of a given company has helped calibrate the specific expectations of each director,
  2. An evaluation method can be put in place (KPI – KVI) both from the point of view of corporate governance in general, and the impact and contribution of each director.
  3. A continuing education policy within the board of directors can be usefully implemented in light of the evaluation results,
  4. Finally, the board of directors can be strengthened by the addition of an independent director who will not only bring his or her outside viewpoint and specific expertise, but also mediation and serenity to the decision-making process, eliminating the bias of subjectivity and financial “dependence”, i.e. the emotions inherent in being a shareholder or having stock options.

To face crises, big or small, it is essential to be prepared.

APIA’s primary vocation is to promote and professionalize the function of independent director. We are based on a strong conviction: good corporate governance contributes to the performance and sustainability of a company.

Today, our association has 25 members in French-speaking Switzerland. Both of them have acquired with excellence in their professional lives, not only the knowledge and know-how of company managers and directors, but also the passion for the company, its challenges, its transformation and its success. APIA is a pool of expertise and continuous training in which each of its members must participate annually, and even monthly.

APIA Swiss Team