- il y a 2 jours
Governance for Growth: The Key to Sustainable Startup Success?
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00:00Good morning to all of you who are joining us in person here at the Blue Stage at VivaTech
00:08and all of you who are joining us from around the world through the magic of live streaming.
00:14Welcome to our panel on Governance for Growth, the key to sustainable startup success?
00:23So we'll see if we can answer the question by the end of today's panel.
00:30The topic, of course, is corporate governance.
00:33Corporate governance concerns the roles and responsibilities of a board of directors
00:41in a privately owned company, typically.
00:45So just as a refresher, we're going to put up a slide in a moment, or here it is behind
00:50me,
00:52self-explanatory, reminding us all of what are the high-level responsibilities of a board of directors.
01:02My name is Amiel Cornell.
01:06Formerly a journalist, I caught the entrepreneurial bug about 30 years ago.
01:10I suspect that many of you have been afflicted by that bug as well,
01:14and that's why you're here at VivaTech.
01:17I headed west to California from Cambridge, Massachusetts, where I was living at the time,
01:24and I landed in Palo Alto and San Francisco, where I spent the next 20 years
01:29as an entrepreneur and as a venture capitalist.
01:32As an entrepreneur, I was co-founder of three startups,
01:37all of which were sold for a cumulative value of a little over $200 million.
01:42And as a venture capitalist, I was involved in the deployment of about $500 million
01:48across a portfolio of about 25 companies over a decade.
01:54Over the last 10 years, I've been based here in Paris,
01:59where I serve as an independent board director for startups and scale-ups.
02:05I'm also adjunct professor of entrepreneurial finance at ESCP business school here in Paris,
02:14and I'm an associate editor of the academic review Entreprenant des Innoveres,
02:20speaking of entrepreneurship and innovation.
02:22Last but not least, I am a proud member of APIA.
02:28APIA is the Association of Professional Independent Board Directors
02:32with 400 members throughout France and Switzerland.
02:38So enough about me.
02:41I'm going to introduce our three panelists in a moment,
02:44but before that, we'd like to know a little more about you.
02:48So I'm going to ask you a couple of questions
02:50and invite you through a show of hands
02:53to help us understand who's sitting here in the audience with us today.
02:58So to start with, if you could raise your hand if you're a start-upper or a scale-upper,
03:03if you're working for a start-up company or a scale-up company,
03:08raise your hand high, please, so we can see you.
03:10Okay, and then drop your hand unless that company is receiving external equity financing.
03:17So any people in the audience here who work for start-ups
03:22that have been externally funded by VCs, perhaps angel investors?
03:28Okay, I see a half dozen or so.
03:32And then if you could raise your hand if you've ever sat
03:35on a board of directors for a start-up.
03:42I see three, four, five hands going up.
03:47Okay, so that gives us a sense of the experience of our audience,
03:52and we'll try to adapt our conversation to our audience, our audience's background.
04:00Great.
04:00So I'm going to pull out my very low-tech index cards
04:04and introduce my three panelists.
04:11I'm going to start here with Raphael Leyendecker-Fabry.
04:15Hi, Raphael.
04:16Thank you for joining us.
04:17Raphael is Managing Director of Techstar Sustainability Accelerator in Paris.
04:22A startup accelerator providing funds, training, and mentorship
04:26to 70 climate tech ventures in the U.S. and Europe.
04:31Previously, Raphael was co-founder and chief marketing officer of AgroNergy,
04:35a provider of biomass-based heating solutions for residential and commercial properties.
04:40So you have entrepreneurial chops as well as VC chops.
04:46And Raphael has served and continues to serve on many boards.
04:51Next to Raphael is Gwen Edwards, who flew all the way here from San Francisco to be with us.
04:59Thank you for that, Gwen.
05:01Gwen is a former Fortune 500 executive with experience as a VC-backed CEO.
05:08So you also have entrepreneurial experience in addition to big corporate experience.
05:14Gwen founded the Silicon Valley Chapter of Golden Seeds,
05:19a nationwide U.S. angel investor network investing in high-growth companies
05:24with at least one woman owning a significant equity position in the C-suite.
05:31Gwen is also chair of the board of directors of the Angel Resource Institute,
05:35a research and education non-profit focused on advancing women entrepreneurs and angels.
05:44Gwen also has served on many boards,
05:46and her personal investment portfolio includes more than 40 companies globally.
05:52And then, last but not least, Nicolas Cédier, based here in Paris,
05:56is co-founder and managing director of Ring Capital,
05:58a pioneer in impact investing with 420 million euros of assets under management, I believe.
06:06You can correct me if I'm wrong.
06:07A little more.
06:09Okay.
06:10Which have been invested since 2016 in 67 companies.
06:16Today, Ring has an active portfolio of over 40 companies
06:19and has already enjoyed five successful exits.
06:23Previously, Nicolas was an investment professional with Alvin Capital,
06:26a 150 million dollar, I'm sorry, 150 million euro fund,
06:31and he co-founded France Digital,
06:33a non-profit bringing together entrepreneurs and investors
06:35to promote the emergence of more European digital companies.
06:39And, of course, Nicolas has served on many, many boards.
06:43So, let's get into conversation.
06:45I'm tired of hearing my own voice here.
06:47So, as a starting point, and maybe with you, Raphael,
06:52when is the right time for a company to start thinking about
06:56putting together a board of directors?
07:01Well, thank you for the invitation and the lively conversation.
07:05So, I've been actually working end and end with founders
07:08since the really early days
07:10because Techstars is the first institutional check.
07:13and we believe that as soon as you can set up your governance,
07:18it can give you a game changer for your company.
07:21Typically, during the three-month program that we run,
07:24we try to present about 90 mentors to our portfolio companies
07:29so they can select the three to five
07:31where they will work on a weekly basis
07:34to set up this strong governance.
07:37Those mentors might then become advisors
07:39to form an advisory board
07:41that will not only serve for marketing purposes
07:44to attract new VCs coming for the seed stage,
07:48but also to actually help the founders keep the cadence
07:52when it comes to tracking their KPIs
07:55and acquiring the skills they need to grow,
07:57but also, you know,
08:02having this kind of transparency
08:03that will help them set up for success
08:05and then build the board of directors.
08:09But, well, maybe some of you would think that it's too early
08:15or what are you thinking about that?
08:17When you're advising companies in your portfolio
08:22and they're still at the very early stage,
08:26what do you say to them about the urgency
08:29or necessity of creating a board of directors?
08:32Yes, well, thank you.
08:33And thank you also, Emil,
08:35for inviting me to be part of this conversation.
08:39I think there's a huge distinction here
08:42between an advisory board
08:43and a board of governance, governing body.
08:47And I agree completely that at the early stage,
08:50you really want to cultivate those advisors.
08:52In fact, an example is if you present yourself for funding
08:59for literal seed capital
09:01or even angel investment that's significant
09:04and you don't have an advisor or two
09:07that vouch for your idea,
09:09it will harm your ability and chances of raising that money.
09:13It gives credibility if you have someone.
09:16It could be a well-known professor at university
09:19that is in your field
09:20and is willing to put their reputation on the line,
09:24that says it's worth putting money on the line.
09:27It's a good signal.
09:28So we can say more about boards of governance,
09:34which is really a little bit later
09:36when you do take capital.
09:38And I think the thinking there is that
09:41everybody feels it's their company
09:43and they're going to go do it and be successful.
09:46but once you take capital
09:48and you've provided equity to that investor
09:51or the promise of significant amounts...
09:53Well, that's a good transition to Nicolas then
09:56because you're, as a VC,
09:58you're perhaps the first institutional money in to...
10:02Yeah, it's true.
10:03We have seed fund, VC fund and growth fund.
10:06So everything is completely different.
10:09At seed, we tell our teams,
10:11don't bother going at boards.
10:12It's a waste of time for you.
10:14It's a waste of time.
10:14The entrepreneur has to be focused.
10:17He cannot afford wasting four hours
10:19with board members every month.
10:21So spend 10 minutes every month with him,
10:24at least in reporting,
10:25and then help him make introductions,
10:28introduce him to advisors.
10:30That's what...
10:30When you get in later stage,
10:33then it gets different.
10:34You have to structure the company,
10:35make sure it's scale.
10:36And then we have...
10:38We want to be a board member then.
10:40And most importantly,
10:41we want to have an independent board member
10:43or a chairman.
10:44And then it's critical for us
10:46to have a board member
10:47that can work a bit with the company.
10:51Board members that just attend boards.
10:53The first board,
10:54they give a few tips.
10:56Second board,
10:57a few contacts.
10:59And after five boards,
11:00two or three boards,
11:00it doesn't bring value.
11:01So we want the chairman,
11:03a non-exec founder,
11:04non-exec board member
11:06to spend at least two days
11:07with the company every month,
11:09prepare the board,
11:10and the guy can be able
11:12to be a middleman
11:14between the founders and...
11:16Well, let's come back
11:17to the role of the chairman
11:18in a few moments.
11:19But what I hear you saying
11:20is raising a very important point,
11:22which is that the nature of governance
11:24and the role of the board of directors
11:27evolves as the company matures.
11:30So what the directors
11:32are going to be bringing
11:33to support the company
11:35are different
11:35and therefore the kinds of people
11:36you'll need
11:37at the different stages are different.
11:38Yes, and size makes the risk bigger.
11:40Amounts invested make the risk bigger.
11:42So it's good to have board members
11:44that bring a very different angle.
11:47I love board members
11:47which have been CEOs
11:49of very industrial,
11:51tough, low-margin companies.
11:53You know, they know what real business,
11:55real problems are,
11:56and they bring a different angle
11:58and they are very good
11:58to anticipate risk,
12:00anticipate process.
12:02So it's very different
12:03from the startup culture,
12:04but very complementary
12:05and they had a lot of value
12:07even though culturally,
12:09sometimes it's hard to fit,
12:10but they bring something different.
12:11That's a very interesting point
12:12and not necessarily intuitively obvious
12:15where you're saying
12:16that having someone
12:17who comes from
12:17a big company environment
12:19on your board
12:20can be very beneficial.
12:22And, Gwen,
12:23it makes me think of you
12:23because, of course,
12:24you worked in the telecoms industry
12:26at a Fortune 500 company.
12:29Have you found
12:30that you're able to contribute
12:31as a board director
12:33in ways that perhaps others can't
12:35because you have that experience
12:38in large corporate America?
12:41Yes, but I will add.
12:44Yes, but.
12:44Yes, but is it is such a different world
12:48to operate as an entrepreneur,
12:51CEO, without a safety net.
12:53And I think you learn fabulous skills
12:56in Fortune 500 companies.
12:57You really learn how to build P&Ls
13:00and business units,
13:01and you can bring that knowledge
13:02and discipline.
13:03But I think the ideal
13:05is to have somebody
13:07that has that corporate experience,
13:09not all, but some,
13:10and also has experienced
13:13the role that you're in as a CEO.
13:16If you can find that,
13:17then they'll have the empathy
13:19and knowledge
13:19that you can't just go
13:22to your HR department.
13:23You don't have one, for example.
13:25So things that large corporate execs
13:28take for granted
13:28just don't exist.
13:30That's why you need more
13:30than one board member.
13:31Absolutely.
13:35What are some of the other kinds
13:37of people or personalities
13:39that you look for in a board
13:42or that you hope not to have
13:44on your board?
13:46So I'm hearing that having someone
13:48who has large corporate experience
13:49can be useful
13:50as your company starts to mature.
13:52People who have startup experience
13:55can be useful
13:56because they have the empathy
13:58that is needed to support the CEO.
14:01Are there other kinds of people
14:03that you want to look for
14:04for your board of governance?
14:07But having a guy who has been a CEO
14:09of a company
14:10which has gone to the next stage
14:12is really good
14:13because he can see
14:14what are the next steps
14:15in case something goes wrong
14:18because the CEO has to leave
14:20or resign.
14:22There's a guy
14:22who can do the interim CEO.
14:24as well as he's here
14:25he can manage
14:26he's gone through all that before
14:28if he has spent a bit of time
14:29with the team
14:30he knows the team
14:31he knows the issue
14:31I think it's a great
14:33it can be a great help to grow
14:34and also it's a great way
14:37to mitigate risk.
14:39Yeah.
14:40But obviously
14:41each company is different as well
14:42so in terms of a path in front
14:45you will choose
14:45whether you need someone
14:47with a more industrial background
14:48someone with
14:49the kind of network
14:51that will open a lot of doors
14:53but maybe it's also worth noticing
14:55that it's not because
14:56now you have a board of directors
14:58that you should cut on
14:59your advisory board
15:00because the advisors
15:02can still be there
15:03to help you advance the business
15:05they will get some incentive
15:07even if they don't have
15:08the veto rights
15:09your board of directors will have
15:11and later on as you grow
15:14there will be also
15:15internal fights
15:16within the board of directors
15:18and maybe that's where
15:19so because we are talking about
15:21Impact ESG
15:22especially maybe
15:23with you also Nicolas
15:25because this is something
15:26we work a lot with our companies
15:29and Laurent actually
15:30from one of your funds
15:31participated to this kind of roundtables
15:34it's how do you align founders
15:36with the
15:37you know
15:37sustainability aspect
15:40of the Impact Fund
15:41you're going to invest with
15:43and the profitability
15:45and this is where
15:46the boards
15:47will actually have
15:48a lot of say in it
15:50because sometimes
15:51you have key decisions
15:52to make
15:52and there will be
15:54an arbitrage
15:57I will let you
15:58rebound on that
16:00You were mentioning
16:01people you don't want
16:02to have on your board
16:03people who don't work
16:04just come to the board
16:05and haven't prepared
16:06people that are not
16:08abrupt
16:09and candid
16:10and you don't want
16:11to have five VC's
16:12in your board
16:13VC's
16:14they are a bit scary
16:15they are much better
16:17when they are five
16:18three four five
16:19when they invest together
16:20having more than
16:21two or three VC's
16:22in your board
16:23they just compete
16:24they have the same angle
16:26so I think
16:26you really don't have
16:27that's the thing
16:29you don't want to have
16:29on your board
16:30yes I think
16:31that also echoes
16:32what Raphael was saying
16:34that you can end up
16:35with a board
16:36where you have
16:37too many conflicts
16:38in terms of
16:39the goals
16:40of each of the board members
16:43if they represent
16:43different VC firms
16:45that have
16:47different investment theses
16:48or different funds
16:50that have different lives
16:52maybe their fund
16:53is coming towards
16:54the end of its life
16:55and they are going
16:56to be more impatient
16:57whereas a fund
16:59that maybe is earlier
17:00in its life
17:00or an evergreen fund
17:01can afford
17:02to be more patient
17:04have you encountered
17:05situations like this
17:06where there is friction
17:08or misalignment
17:09between board members
17:12Gwen
17:12yes
17:13and I think
17:14some of it is
17:15I think all of it
17:17is somewhat understandable
17:18in that people
17:20are looking out
17:22for their funds interest
17:23but also they have
17:24a fiduciary duty
17:25to look out
17:25for all shareholders
17:27and therein lies
17:28the tension
17:29and it's good
17:31to have corporate council
17:32at board meetings
17:33reminding people
17:34if there's a vote
17:35that everybody does
17:37have to vote
17:38for what's in the best interest
17:39of the shareholders
17:40and are held to that
17:41but I think
17:42the
17:44so the conflicts
17:45can also come
17:46from
17:47not just structural
17:48but just literally
17:49really different points
17:51of view
17:51and experience
17:52and sometimes
17:53as the company
17:53matures
17:54or evolves
17:55they've pivoted
17:56they've pivoted
17:58so dramatically
17:58that someone
17:59who was involved
18:00in central
18:01five years ago
18:02may no longer be
18:04and so
18:04that can create
18:05challenges
18:08but
18:09Rothschild was saying
18:10if there's no conflict
18:11of interest
18:12then there's no interest
18:13or something like that
18:14in a board
18:15either you have
18:16your own interest
18:17so you care
18:19but you may have
18:20a conflict of interest
18:21or if you're just
18:22an independent board member
18:24you have no interest
18:25whatsoever
18:25so you don't care
18:27you're happy to be there
18:28get your fees
18:29and want it to last
18:30so the balance
18:31between being conflicted
18:33and having no interest
18:34at all
18:35is not very easy
18:36to find for the interest
18:37for the sake
18:38of the company
18:39the board does have
18:40a duty of loyalty
18:43doesn't it
18:43it represents
18:44the interests
18:45of all stakeholders
18:46not just
18:47one investor type
18:49which leads me
18:50to another question
18:51which is
18:51is it a good idea
18:52to have a chairman
18:53who represents
18:54the lead investor
18:56is that
18:57just a fact of life
18:58that you're stuck with
18:59or is it something
19:01that you should desire
19:02or something
19:02that you should avoid
19:04yeah
19:05well I have seen
19:07situations where
19:08the chair
19:08is
19:09just a tremendous
19:11addition
19:12to the board
19:13so it obviously
19:14depends on the person
19:15and
19:16it doesn't
19:17have to go along
19:18with the
19:19person who put in
19:20the most capital
19:21depending on
19:22a number of other factors
19:24but
19:24a chair
19:25can be the person
19:26that
19:27actually
19:28provides feedback
19:30to the entrepreneur
19:31after each
19:33board meeting
19:34so you can have
19:34kind of structural rules
19:36that are the norm
19:38so you don't worry
19:38as a CEO
19:39gee the board's having
19:40a private meeting
19:41what are they talking about
19:42it's normal
19:43and then
19:44if you have a chair
19:45that's trusted
19:45and everybody trusts
19:47that person
19:47they can give you
19:49feedback from the meeting
19:50not disclosing
19:52who said what
19:52but sharing that
19:54gee next time
19:55please come a little
19:56more prepared
19:56in this area
19:57will help
19:58and here's why
19:59so things like that
20:00it's a lovely
20:01coaching tool
20:02and a way
20:04for the other
20:04board members
20:05to also come together
20:06a bit more
20:07knowing that
20:07that person's
20:08going to provide
20:08the feedback
20:09in an aggregated way
20:14I think
20:14the chairman
20:15should have authority
20:16on all the others
20:17when they should
20:18say okay
20:19game is over
20:20you investor
20:21you should relax
20:22and that's not
20:23the right issue
20:24you are already
20:24you founder
20:26there
20:27your investors
20:28are not very relevant
20:29but this time
20:30you should listen
20:30to them
20:31and then be the one
20:34be the one
20:35that is above
20:36the fight
20:36and enables
20:37to continue
20:39and to fight
20:39compromise
20:40and also I think
20:41sometimes you have
20:42extra project
20:43a build up
20:45an acquisition
20:45an exit
20:46an IPO
20:47and the founders
20:48may not necessarily
20:49have gone through that
20:49and having a founder
20:51with sufficient experience
20:52leadership
20:53and authority
20:53can be a great help
20:55to help
20:56the founders
20:57coach the founders
20:58in situations
20:59where they have
21:00never been before
21:00so there are two ideas
21:02there that you just
21:02brought up Nicolas
21:03that I want to unpack
21:04so the first one
21:06has to do with
21:06the role of the chairman
21:08and that they should
21:10be ready to step in
21:12and defuse
21:14political tensions
21:15and situations
21:20where there is
21:22misalignment
21:23perhaps a role
21:24that we might have
21:24thought was the role
21:25of the independent
21:26board director
21:27but I'm hearing from you
21:28that that should be
21:28the role of the chairman
21:31also is that
21:32do you see the chairman
21:33as the taskmaster
21:34who you were saying
21:35earlier that it's
21:35important to have
21:36board directors
21:37who roll up their
21:37sleeves
21:38and help shape
21:40the company
21:41and grow the company
21:42is that also the role
21:43of the chairman
21:44to make sure
21:44that that is happening
21:47for me yes
21:48maybe it's a different
21:48type of chairman
21:49but ideally
21:50yes
21:51being just a chairman
21:52managing a board
21:53and having a title
21:57doesn't bring
21:57much value
21:58if the chairman
21:59knows the company
22:00knows the team
22:01can go
22:02from the point of view
22:03of the investors
22:04to the point of view
22:05of the team
22:05it brings more value
22:06be more relevant
22:07and yeah
22:08much more relevant
22:10and the chair can help
22:12make sure there's
22:13some structure in place
22:14around compensation
22:15committee
22:16and audit committee
22:18things like that
22:18that are important
22:19if it falls to the chair
22:21everybody knows
22:22who's going to make
22:23sure that happens
22:24and everybody works
22:25to those same
22:26common goals
22:27of determining
22:27who should be on
22:28what team
22:29how the work gets done
22:32Raphael
22:32as managing director
22:34of a sustainability
22:37accelerator
22:38do you see there being
22:40a difference
22:41between
22:41the role
22:43and the composition
22:44of a board of governance
22:46in a sustainability
22:48oriented company
22:49versus a more
22:51traditional company
22:52and then I'll ask
22:52the same question
22:54of you Nicolas
22:56since you're
22:56an impact investor
22:58yeah well
22:59definitely I will focus
23:00on the advisory board
23:02I think it's a great
23:03chance for founders
23:04because
23:05they can actually
23:06attract really high
23:07profile
23:08willing to have
23:09an impact
23:09and maybe
23:10you know
23:11they have
23:11a strong experience
23:13they want
23:13now to
23:14kind of give back
23:15and the fact
23:16that they can work
23:17with impact companies
23:19climate techs
23:20give them a competitive
23:21edge to actually
23:22have this kind of
23:23profile
23:24at a really
23:25competitive cost
23:26so maybe
23:28also give
23:28some practical
23:29tips
23:31well a lot
23:32of advisors
23:33will start
23:34to volunteer
23:35basically
23:36for early stage
23:37companies
23:37I've seen a lot
23:38of founders
23:38here in the room
23:39maybe this
23:41can give you
23:41some tools
23:43on how to
23:44incentivize
23:45this kind of
23:45profile
23:46but then
23:47I think you
23:48really align
23:48the interest
23:49if you
23:49make sure
23:50that well
23:50you also
23:51open your
23:52cap table
23:53to those
23:53investors
23:54vested
23:55over the years
23:56so those
23:57advisors
23:57won't be there
23:58to work
23:59with you
23:59some weeks
24:00but will be
24:01aligned
24:01on the next
24:02two to three
24:03years
24:03and I think
24:04this also
24:05makes the skin
24:05in the game
24:06because obviously
24:07when you work
24:07with people
24:08that have
24:08some really
24:10competitive skills
24:11they don't want
24:12to waste
24:12their time
24:13and so
24:14here is
24:15I think
24:15what is critical
24:17okay
24:17so I want
24:18to shift gears
24:18at this point
24:19so we've talked
24:19about
24:20when and how
24:21companies should
24:22think about
24:23forming a board
24:24of governance
24:25and who should
24:26be sitting
24:26on that board
24:27now I'd like
24:28to talk about
24:29I'd like to try
24:30and answer the
24:31question in the
24:32title of this
24:32session
24:33which is
24:33how can
24:34governance become
24:35an engine of
24:36growth in a
24:36company
24:37how can you
24:38make sure
24:38that it's doing
24:39more than
24:39just ensuring
24:40compliance
24:41with legal
24:43and regulatory
24:44obligations
24:45but actually
24:46help the
24:47company
24:48to survive
24:49and thrive
24:51any thoughts
24:52about that
24:53based on
24:54your own
24:55experience
24:57I'll jump
24:58in
24:59first of all
25:00I think
25:00if you have
25:01people on
25:02your board
25:02that have
25:03experienced
25:04scale
25:05they know
25:06what it looks
25:06like
25:07feels like
25:08they've either
25:08seen it
25:09because of
25:09a company
25:09they're in
25:10or they built
25:10their own
25:11and had that
25:11level of
25:12success
25:12that will help
25:13because they're
25:14going to have
25:15that mentality
25:15at every board
25:16meeting
25:17how are you
25:18doing
25:18are you hitting
25:18the growth
25:19targets
25:19but then
25:22make sure
25:22they're willing
25:23to roll up
25:23their sleeves
25:24some of the
25:25best board
25:26members
25:26can pick up
25:26the phone
25:27and call
25:28whoever you
25:29need to
25:29connect with
25:30it might not
25:31be on the spot
25:32but they go
25:32back to their
25:33firm
25:33and say
25:34we'll get
25:35you
25:35we'll make
25:36an intro
25:36for you
25:37that's about
25:38growth
25:39connections
25:39lead to
25:40growth
25:40and then
25:41the same
25:42thing with
25:42raising capital
25:44I think
25:44a board
25:45member's
25:45responsibility
25:47is also
25:47to make
25:48sure
25:48to the extent
25:49possible
25:49that you
25:50don't run
25:50out of
25:51money
25:51now
25:52you know
25:53they aren't
25:53magicians
25:54but their
25:55job is to
25:56think about
25:56are you
25:57using the
25:57money wisely
25:58and how
25:59do we
25:59get there
25:59so increasing
26:00access to
26:01social capital
26:01and to
26:02financial
26:02capital
26:03both
26:03what are
26:04other ways
26:05or what
26:05would you
26:05say are
26:06some best
26:06practices
26:06maybe
26:07that you've
26:07experienced
26:08on boards
26:08that you've
26:09sat on
26:09which have
26:10helped
26:10the company
26:11to get
26:11through
26:12difficult
26:12times
26:13and to
26:13also
26:14increase
26:14value
26:15as you
26:16said
26:16it's a
26:17mix
26:17of
26:17proper
26:17government
26:18proper
26:18structure
26:19proper
26:19process
26:20the board
26:21is the
26:21ultimate
26:21decision
26:22maker
26:22as you
26:22said
26:22in your
26:23slide
26:23so
26:23if
26:24that's
26:24fail
26:24the
26:25whole
26:25may
26:25fail
26:25so
26:26you
26:26must
26:26it
26:27must be
26:27an
26:27engine
26:27which is
26:28well
26:29which is
26:29fine
26:29tuned
26:29and then
26:30on top
26:32of that
26:32once
26:32this
26:33has been
26:33kicked
26:33then
26:34you
26:34should
26:34benefit
26:35from
26:35the
26:36capital
26:37the
26:37experience
26:37of the
26:38board
26:38members
26:38the seniority
26:39to enlarge
26:39your networks
26:40to give
26:41business
26:41insight
26:42and help
26:43you move
26:43forward
26:44I'm reverting
26:45a bit to
26:46the sustainability
26:47issue
26:47the link
26:48between
26:49and it's
26:49funny to
26:50link
26:50board
26:51to
26:51sustainability
26:52what was
26:53wrong
26:54which is
26:54still wrong
26:55is that
26:56the
26:56sustainability
26:57and ESG
26:58requirements
26:59has been
27:00seen as
27:00a top
27:01down
27:01process
27:02so
27:03people
27:03who don't
27:03care
27:04but they
27:04ask
27:04the guy
27:05to report
27:06on
27:07sustainability
27:08and so
27:09it's just
27:09most often
27:10it's seen
27:10as a waste
27:11of time
27:11it's an issue
27:12of reporting
27:12it's complicated
27:13it costs
27:14resources
27:15whether we
27:16should
27:16reverse
27:17the sustainability
27:18needs
27:18requirement
27:19should come
27:20from the
27:20ground
27:20from your
27:21employees
27:22from the
27:22environment
27:22and then
27:23you will
27:23perceive
27:24that
27:24at a
27:25great
27:25leverage
27:26of value
27:26creation
27:27if you
27:28have
27:28if your
27:29employees
27:29are doing
27:30great
27:30if you
27:31respect
27:31your
27:32suppliers
27:33your
27:33environment
27:33you are
27:34much more
27:35likely to
27:35be still
27:36there
27:3620 years
27:37down the
27:38round
27:40rather than
27:41people who
27:41just don't
27:42care
27:42who burn
27:43their employees
27:43who burn
27:44everybody
27:44and then
27:45you end
27:45up like
27:46the automotive
27:47business
27:48you have
27:48no more
27:49suppliers
27:49because they
27:50are all
27:50dead
27:50and you
27:51move them
27:52all to
27:52China
27:52so China
27:53is emerging
27:53so if
27:54you just
27:54take a
27:55step back
27:55on
27:55sustainability
27:56sustainability
27:57is one
27:58of the
27:59major
27:59leverage
27:59to create
28:00value
28:01and it
28:02should not
28:03be imposed
28:04and seen
28:04from the
28:05shareholders
28:05from the
28:06board
28:07as only
28:07reporting
28:07issues
28:08but we
28:08really
28:09miss the
28:09point
28:09I think
28:10so the
28:10board
28:11should be
28:11focused
28:11on
28:12value
28:13drivers
28:13and those
28:14value
28:14drivers
28:14hopefully
28:15include
28:15more than
28:16just
28:16financial
28:16objectives
28:17but also
28:17sustainability
28:19environmental
28:19social
28:20related
28:22value
28:23drivers
28:23as well
28:24and ensuring
28:25that the
28:25company
28:26can
28:26monitor
28:27and benchmark
28:28those
28:29various
28:29value
28:30drivers
28:30over
28:31time
28:31yeah
28:32especially
28:32as now
28:33you have
28:33article 9
28:34funds
28:35who
28:35actually
28:36need
28:36to
28:36well
28:37manager
28:38incentivized
28:39based on
28:40the impact
28:40the company
28:41is really
28:41having
28:42meaning
28:42that
28:42well
28:43you're
28:43not only
28:44checking
28:44the
28:45EBITDA
28:46and the
28:46revenue
28:47of the
28:47companies
28:48but you
28:48also
28:48yeah
28:49how much
28:50tons of
28:50CODU
28:51did you
28:51save
28:53how much
28:53jobs
28:54did you
28:54create
28:55and so
28:56on
28:56and so
28:56on
28:56and obviously
28:58then this is
28:59the whole
28:59strategy of
28:59the company
29:00that can
29:00come into
29:01play
29:01but I
29:01think
29:02this
29:02also
29:03aligns
29:03a lot
29:03of
29:04interest
29:04and this
29:05assumes
29:06that there's
29:06real
29:06transparency
29:07isn't it
29:08that the
29:09company
29:09is being
29:10transparent
29:10with its
29:12stakeholders
29:13about
29:14its progress
29:15and its
29:15objectives
29:16and its
29:17achievement
29:18or lack
29:19of achievement
29:19of
29:20progress
29:21towards
29:21various
29:22value
29:24key KPIs
29:28I see
29:29transparency
29:30and trust
29:30as really
29:31key motors
29:32of a
29:34well-functioning
29:35board
29:35I hope you
29:37agree
29:37and I'm
29:38curious
29:39from your
29:39own experience
29:40on boards
29:42where
29:43the board
29:44has successfully
29:45created a
29:46culture of
29:46trust and
29:47transparency
29:48what has
29:49allowed that
29:49to happen
29:53well
29:55if you
29:56if there
29:56are early
29:57stage
29:57founders
29:57here in
29:58the room
29:58you don't
29:59need to
29:59wait
29:59to have
29:59an advisory
30:00board
30:01and a
30:01board room
30:02and to
30:02do big
30:03stuff
30:03I have
30:04a great
30:04example
30:05of
30:05companies
30:05like
30:06in France
30:06Toasty
30:07Bip
30:07Batteries
30:08Camelus
30:08they have
30:09great
30:09WhatsApp
30:10group
30:10it's
30:10really
30:10lively
30:11we're
30:12all
30:12investors
30:12out
30:12there
30:13and
30:13some
30:13mentors
30:13and
30:14they share
30:14their wins
30:16and their
30:17failures
30:17we had
30:18this great
30:19meeting
30:20with this
30:20big corporation
30:22but we
30:23struggle to
30:24actually close
30:25that deal
30:25is there
30:26anyone who
30:27can help
30:27us to
30:27move the
30:28needle
30:28you don't
30:29want those
30:29rose-colored
30:30glasses
30:30you want to
30:30hear about
30:31how things
30:32really
30:32are going
30:33this is
30:33where
30:34indeed
30:35you have
30:36the structure
30:36but you
30:37also have
30:37the
30:37performance
30:38and when
30:39you can
30:39keep the
30:40cadence
30:40and actually
30:41engage
30:42stakeholder
30:42ask
30:43them
30:43to
30:43work
30:44with
30:44you
30:44I
30:45think
30:45it
30:45works
30:45really
30:46well
30:46so
30:46it's
30:46really
30:47about
30:48engage
30:48people
30:49you
30:49want
30:49to
30:49work
30:49with
30:52transparency
30:52is a huge
30:54issue
30:54in France
30:55we have
30:55really a
30:55problem
30:56with
30:56transparency
30:56because
30:57to be
30:58transparent
30:58you have
30:59to be
30:59good
30:59to be
30:59consistent
31:00and to
31:00defend
31:01your
31:01position
31:01and that's
31:02culturally
31:02not something
31:03we are
31:03very good
31:03at
31:04we did
31:04at
31:05France
31:05Invest
31:07there's
31:07a problem
31:08in the
31:08private
31:08equity
31:09of sharing
31:10value
31:11without
31:11creating
31:11value
31:12at
31:12France
31:13Invest
31:13we did
31:13a report
31:14on value
31:15sharing
31:16how to
31:16share
31:16value
31:17and we
31:18find out
31:18that
31:18one
31:19the thing
31:20which people
31:20the CEO
31:22will say
31:22I'm not
31:22sharing value
31:23because sharing
31:24value
31:24would mean
31:25to be
31:25transparent
31:26on our
31:27salary
31:27on the
31:28value
31:28which goes
31:28to the
31:29manager
31:30that goes
31:31to employees
31:32and transparency
31:33is the main
31:34factor
31:35which block
31:36the CEO
31:37on there
31:38from sharing
31:39value
31:40on sharing
31:41more value
31:41to employees
31:42because if
31:42you have to
31:43share value
31:44with employees
31:45to share value
31:46you have to
31:46be transparent
31:47on value
31:48creation
31:49and who
31:49gets this
31:50value
31:50so transparency
31:52should be
31:53if we could
31:54be more
31:54transparent
31:54and more
31:56consistent
31:57for me
31:58transparency
31:58is a key
31:59to proper
31:59governance
32:00to alignment
32:01between the
32:01board
32:02the managers
32:02and the
32:03employees
32:03and the
32:04key to
32:04more
32:04to fair
32:06value
32:07sharing
32:07so in
32:08France
32:08at least
32:08there's a
32:09cultural
32:09issue
32:10if we look
32:10at the
32:11United
32:11States
32:11Gwen
32:12and you
32:13think about
32:14some of
32:14the boards
32:15you've sat
32:15on
32:16was achieving
32:17a culture
32:18of transparency
32:20and trust
32:21easy
32:21was that
32:22something
32:23in the
32:23American way
32:24or maybe
32:25not quite
32:26not quite
32:29I think
32:29it's very
32:30challenging
32:31and I think
32:32it really
32:32comes down
32:33to culture
32:34and I think
32:35I want to
32:35echo the
32:36importance
32:36of the
32:37right
32:37advisors
32:38that are
32:39helping you
32:39but also
32:40think about
32:41when you
32:41think about
32:42bringing in
32:42board members
32:43you may be
32:44told because
32:45you're taking
32:45money from
32:45a particular
32:46VC
32:46here's your
32:47board rep
32:48ask if you
32:49can talk
32:50to others
32:51but I just
32:52think that
32:52the values
32:54when we talk
32:54about values
32:55you want to
32:55have board
32:56members
32:56who have
32:57values that
32:58you also
32:59admire
33:00and are
33:01going to be
33:02trustworthy
33:03as people
33:04and kind
33:04as people
33:05and comport
33:07themselves
33:07in ways
33:08that are
33:09professional
33:09and that's
33:11something that
33:11is kind of
33:12missing these
33:13days in many
33:14aspects of our
33:15culture
33:15and I think
33:16we can pay
33:17more attention
33:17to it
33:17to be mindful
33:18of who shows
33:19up and how
33:20they show up
33:21and it's
33:22also
33:23you know
33:24think about
33:25ESG
33:26and these
33:26values we're
33:27talking about
33:28from a
33:28sustainability
33:29perspective
33:29we know
33:31here's what
33:32we do know
33:32they increase
33:33shareholder
33:34return
33:35no longer
33:36do you have
33:37to have a
33:37penalty
33:38because you're
33:38investing in a
33:39social good
33:39company
33:40no
33:40you outperform
33:42the market
33:43and Americans
33:44love to pay
33:45attention to
33:45money
33:46and when
33:47social benefit
33:48helps you
33:49build more
33:49and create
33:50more value
33:50it shows up
33:51in your bottom
33:52line
33:52including
33:52diverse teams
33:53women on
33:55boards
33:55we outperform
33:56when there
33:57are at least
33:57three or more
33:58on a larger
33:59board
33:59so there's
34:01good reason
34:01why we love
34:02to pay attention
34:03to these
34:04things
34:05incredibly important
34:06point
34:06so it sounds
34:07like all
34:08three of you
34:08agree that
34:09to nail
34:11the G
34:11part of
34:12the ESG
34:13G being
34:14for governance
34:15it's important
34:16not only to
34:17have the right
34:17structure
34:18the right
34:18processes
34:19but the right
34:19people
34:19and that
34:20those people
34:21need to
34:22bring a
34:23certain
34:24emotional
34:25intelligence
34:25a certain
34:26maturity
34:27and integrity
34:28of course
34:29to their
34:31role
34:31just as
34:32investors
34:32look at
34:33CEOs
34:35of prospective
34:36investee
34:36companies
34:37and ask
34:37themselves
34:38does this
34:38person have
34:39the maturity
34:39that will
34:41allow them
34:41to be
34:41successful
34:42the company
34:44that's
34:44recruiting
34:45people for
34:46its board
34:46of directors
34:47should be
34:48asking themselves
34:49the same
34:49question
34:51well I think
34:52we've gone
34:52over now
34:53so I'm in
34:53trouble with
34:54the production
34:54team
34:55so I want
34:55to thank
34:56you all
34:57for this
34:58lively discussion
34:59I've really
35:00enjoyed it
35:01I hope the
35:02audience has
35:03as well
35:03and I want
35:04to thank
35:04you all
35:04for being
35:05here
35:05and wish
35:05you an
35:06excellent
35:07Viva Tech
35:08thank you
35:08Aliella
35:09thank you
35:10so much
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