'The functional operation of a Board requires a seamless, multi-disciplinary team capable of developing a coherent vision'
The rules of corporate governance have significantly changed in recent years. This development continues today in the direction of both a greater independence and a greater professionalism of board members in general also allowing a better cooperation with management teams as each entity has its proper role. Furthermore, following the reinforcement of legal accountability held by boards, exposing them to the associated risks, these entities must assume much greater responsibilities than in the past.
In this context, Eric Salmon & Partners assists more and more boards of directors, from listed companies as well as family-owned or capital-controlled companies, to support them in the new challenges they face.
These issues can be very varied. We can list more particularly but not exclusively:
• Defining the proper composition of a Board of directors to ensure that it has a good balance between the necessary technical skills, a solid understanding of the sector, and the required diversity, but also the necessary openness to strategic issues for the future and the mandatory commitment to assist the CEO as needed.
• Selecting the best candidates to serve on the Board, either as independent directors or as reference shareholder representatives, ensuring that they have the skills, qualities, and state of mind required for their position, without being subject to conflicts of interest.
• Monitoring the succession plans of directors by identifying and preparing potential candidates in advance; this is particularly noticeable in the case of family-owned companies in order to prepare for the future of the company.
• Ensuring the optimum functioning of the Board and its committees, ensuring for example that all topics are dealt with by all its members, with the necessary preparations and debates. Ensuring also that the Board is sufficiently informed and alerted to major issues and potential risks, in order to be able to anticipate and react appropriately when necessary and particularly in the event of a crisis.
• Hiring the right CEO to lead the business. This is one of the most important decisions of a Board of directors.
• Anticipating the CEO’s departure risk by constantly monitoring his potential succession plan, and, more generally, ensuring that there is a succession plan for the leadership management team. The interim of the CEO by a Board member may be an option to consider in some cases and the Board must then be prepared for it.
• Paying fair remuneration to the Board members and to the CEO, and having it accepted by the Shareholders’ General Meeting in the countries where the “say on pay” regulations require it.
Eric Salmon & Partners helps Boards of directors deal with all these issues. Our approach is of high quality, very respectful of the history and the culture of our clients, adapted to the business stakes of the company and to the specificities of the shareholding. We support our clients as trusted advisors, providing tailor-made support according to the needs of each Board.
We respect very high standards of confidentiality in all our assignments, while providing our clients with a broad benchmark of all our numerous domestic and international experiences on the subject.
• BOARD COMPOSITION AND BOARD MEMBER RECRUITMENT
We advise our clients on the composition of their Board and assist them in the recruitment of directors, particularly of independent directors, in all geographies. We bring the necessary diversity in the selection of our candidates.
• BOARD SUCCESSION PLANNING / CEO AND LEADERSHIP SUCCESSION PLANNING
We can provide regularly updated succession plans and help Boards to assess and prepare potential future candidates, both as Board directors or as CEOs, in continuity as well as in contingency.
• CEO RECRUITMENT
With more than 25 years of top-level international executive search practice, we are recognized experts in recruiting CEOs on a worldwide scale.
• EXTERNAL EVALUATION OF BOARD PERFORMANCE / RECOMMENDATIONS AND FOLLOW-UP OF IMPROVEMENT ACTION PLANS
We regularly conduct many external Board evaluations, both in listed and family-owned companies (or with controlled ownership). In these external assessments, we guarantee the total confidentiality of the discussions, particularly on delicate subjects such as the remuneration (members, CEOs) or the individual contributions of the Board members (“peer-to-peer reviews”).
We also benchmark the client’s Board practices with the best international ones The external evaluations allow Boards to benefit from them and to progress. We also assist Boards in the development and multi-year monitoring of their action plans to improve their performance.
• REMUNERATION BENCHMARKS FOR THE “SAY ON PAY”
We provide benchmarks on the remuneration of Board directors or CEOs, based on panels of comparable international companies. This is very helpful for Remuneration Committees, to propose management packages aligned with the long-term interests of the company and its shareholders, but also comparable to market practices, and to justify them at General shareholders meetings when necessary.
The functional operation of a Board requires a seamless, multi-disciplinary team capable of developing a coherent vision. It is essential that we have a deep understanding of the corporate culture and calibre of the senior management to be able to discuss and approve the requirements and expectations before starting the identification phase. As a result Eric Salmon & Partners is often required to carry out an assessment of the existing Board to identify potential areas for improvement which can then be addressed with the appointment of new board member.
A PROFESSIONAL TEAM OF CONSULTANTS
Our team is composed of senior experts, with diverse perspectives and strong experiences in governance. Our consultants have experience working in management positions within large corporations as well as within strategic, management, and human capital consulting at this level. Several of us have held Board positions of public or private companies.