Gouvernance

Morceau choisi :

In the stock market, more ownership seems to be concentrated in fewer hands all the time. (…)

The trend is accelerating. Twenty years ago, according to S&P Dow Jones Indices, the typical company among the largest 1,500 stocks had 3,342 shareholders of record. By the end of 2010, that was down to 2,689.

Among all stocks tracked by S&P Dow Jones Indices, shareholders of record have shrunk to a median of 352 today from 1,626 two decades ago.

À la prochaine…

Ivan Tchotourian

Très bel article de Private Company Director publié à la fin novembre par Maureen Bujno et intitulé : « Three Lessons for Private Companies from Public Company Governance« . 3 choses peuvent être apprises par les petites sociétés (les sociétés à capital fermé) :

1. L’importance de la composition du CA : Private companies also should consider evaluating diversity. Family-owned businesses may have multiple generations represented, but age isn’t the only consideration. Is there ethnic and gender diversity? In ad-dressing these issues, companies may want to consider their customer base and whether the makeup of the board reflects that base. It’s also important for private company directors to understand their fiduciary duty to stakeholders, just as a public company board does.
2. Planifier la relève : Recruiting and talent retention is an outgrowth of succession planning. Public companies typically identify key employees and determine who will fill their roles if they leave. Private companies should be equally prepared for key executive changes, even in family businesses where the possibility of turnover may seem remote. The board may consider creating a compensation and nominating committee to handle these processes.
3. Gérer le risque : Risk management is a key part of corporate strategy, and the board may consider creating a separate risk committee. Depending on the industry and size of the company, the audit committee may be responsible for overseeing risk management. Generally, the committee is responsible for overseeing the risk policies and program. The full board ultimately is accounting for risk oversight and is responsible for discussing the strategic risks to the business.

Closely held companies may not be able to afford to accept the mom-and-pop style governance that has long separated public and private concerns. Increasingly, private company executives are embracing the more structured governance processes used by their public counterparts.

There’s a challenge for closely held companies: strengthening governance without compromising the flexibility that many see as their primary advantage in the marketplace. While most public companies have clear rules and strict procedures to ensure everything from regulatory compliance to risk assessment, private companies may be wary of becoming too bureaucratic or beholden to process.

Based on our research with both public and private companies, Deloitte has identified three key areas in which private companies can emulate public company governance in developing their oversight.

À la prochaine…

Ivan Tchotourian