Marco Antonio Ferreira Villas-Bôas – Executive Partner of DMS PARTNERS
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Corporate Governance – Case Study – 5
In a previous text, we pointed out that many aspects of
Governance and Management in our poultry company, after
the entry of an external partner.
This movement has the power to “shake” the company in several ways.
aspects. Let's talk about the relationships between partners in
Assembly and Council.
Partners: the word assumes that there are at least two people
contributing capital and, among other things, wanting your capital
income fruits: partner wants to be remunerated, in a fair measure because
took the risk of the business.
And being paid depends on results, which in turn
depends on successful operations, which in turn depends
of a strategy appropriately guided by the Board and operated
by the executive director.
Simple? So, chained together, it seems trivial. But every entrepreneur,
small or big, you know it's not quite like that.
Let's start with responsibility in decision making
strategic.
In the history of our company, this decision was made by the
founder, based on experience and confidence in his
business perception. Hit and miss, that's how he
built business history.
Now the partners are two people, with different stories, values
and risk appetite are not always homogeneous. And these two people
are seated on the Council, one majority and the other minority, and
surrounded by three more independent advisors.
The story is different now.
First, it is necessary to understand that the Council is a governing body
collegial deliberation. Deliberation shows that it is not a body
operational, but rather strategic advisor, among other functions
related. And collegiate means that each counselor has a
vote, and everyone has equal weight in the vote. It is different from the Assembly,
which we will address on another occasion.
Second, as a consequence of the above, the founder must now
debate the topics with four other people, each with the
same power as him.
The five councilors are expected to give their opinions and vote in a
“informed, thoughtful and disinterested”, as established by law. This
means that “I think that…” is no longer valid, which should be
replaced by knowledge of facts and data relating to the topic
in debate (information), study and individual analysis prior to
moment of deliberation (reflection) and impartiality in positioning,
which should only consider the interests of the company and none
another natural or legal person (disinterest).
Third, for the founder and former sole shareholder, this is a process
which requires discipline and intellectual openness. If this founder,
now just a majority shareholder, he also holds the position of president of
Council, needs to extract the best from the other four members
possible contribution and ensure high-level debate.
Fourth, the position of counselor, especially that of president of the
Council, it does not have a majority connotation, it is not an honorary (?) position
nor a retirement post: it is a strategic position. From the president
depends on the conduct of the Council's dynamics, therefore, the
quality of deliberations.
Fifth, it is absolutely necessary that the composition of the Council be
of competent people, and by competence we mean having
appropriate knowledge, skills and attitudes. Even more so for
a Council President, orchestrator of this collegiate body so
important for life, success and business sustainability.
We will return to the topic of council dynamics, and then
we will address the shareholders' meeting.
Marco Antonio Ferreira Villas-Bôas - December/24.