Good governance also recommended for startups and scaleups
With great interest, GUBERNA was able to launch its first event specifically for start-ups and scale-ups on October 19 at the Antwerp EY Wavespace. Indeed, from now on Catherine Delanghe and Arnaud Hubert are in charge of targeted governance for this particular group. But this gathering was firstly the outcome of the start-up expert committee, an initiative launched 18 months ago in collaboration with GUBERNA Directors.
This first meeting understandably resembled a condensed "crash course in governance" but on the other hand contained enough memorable quotes and insights for a concise report.
From theory...
Then Arnaud Hubert was allowed to go over the main conclusions of a study that GUBERNA led in collaboration with master students in Multilingual Business Communication from Ghent University.
A qualitative survey of start-ups and scale-ups showed that corporate governance does not ring any bells with them; the meaning is unclear, they have no experience with it, it is a complex issue for later because they don't really have time for it... On the other hand, they do realize that governance contributes to better decisions, more transparency towards stakeholders and a clearer strategy.
The study also pointed out the relevant role GUBERNA could play in the future in the specific sector of start-ups and scale-ups. Indeed, a number of services were mentioned, such as customized training on governance, digital tools or specific mentoring programs with experts.
GUBERNA CEO Sandra Gobert used some catchy slides from the broad GUBERNA training offerings to (re)define Corporate governance for startups or to re-translate it to innovative companies.
In essence, the main elements of governance were presented, obviously emphasizing the importance of the dynamic nature of this concept. After all, governance is not an end in itself, but a means to achieve objectives and create sustainable value. For a start-up and a scale-up, the challenge of governance is the transition from a project led solely by the founder(s) to a more comprehensive and balanced structure .
Within start-ups and scale-ups, an innovative governance model is essential to adapt to a rapidly changing environment.
Indeed, many aspects of a start-up or scale-up differ from a traditional company such as the nature of the business, the tempo (expected level of growth, pressure to exit or cashburn) or the complex shareholder model.
Against this background, young and growing companies need an innovative governance model that takes into account the above-mentioned specificities and includes specific characteristics such as the need for patient shareholders, more discretion, highly specialized directors able to understand the business or particular remuneration practices.
... over to practice....
So Sandra gave an excellent lead to Luc Sterckx who had chronicled his governance experience as chairman and director of several start-ups and scale-ups in "Corporate Governance in startups" in 2020. He entertained his audience with a punishing series of one-liners and arguments to ponder further.
"Install a board of directors as early as possible because it helps in all areas of management, from hiring to financial planning, from market approach to legal compliance."
"A board of directors provides focus and supportive reassurance from a business experience that startups naturally lack."
"Governance is a prerequisite for success."
Luc Sterckx offered us some key points to keep in mind as lessons learned:
- Cash is the "emperor" because financial reporting is crucial
- The customer decides on the ultimate success
- "Keep balances between short and long term."
- "A board is not a fire brigade."
- "Hope for the best and prepare for the worst. Ride the storms and never give up."
...with mostly testimonials....
After his own explanation, Luc Sterckx then introduced three founders. Each was given about ten minutes to affirm their belief in good governance through a concrete practical testimony. There too we noted fascinating reflections.
For example, the attentive audience responded very positively to Steven De Laet, CEO of InOpSys concrete tip about his dealings with his board of directors. "As an entrepreneur, you constantly have to move quickly, yet you need to invest sufficient time and effort in preparing your board of directors. More than that, give them options to choose from in every decision. Obviously you're going to present one option a little more attractively than another, but at least give them the good feeling that they're at the wheel, that they decide, that it's not all pre-arranged."
At the same time, he also meekly admitted that at least 50% of his decisions are wrong, especially since he has to make so many in such a short time. He further expected his board of directors to also manage, yes even manage, the (idea) battle with active investors. After all, scale-ups have regular rounds of capital to deal with.
Then Fabrice Brion, CEO of I-care - still under the influence of jet lag and a recent expansion - formulated some firm statements off the cuff.
From his slides, which he immediately abandoned, we nevertheless recover this company mission statement "Preventing asset failure by analyzing production and maintenance data to identify patterns and predict issues before they happen." "Predict the unpredictable" through predictive and prescriptive maintenance as it were.
He stated that he had looked up the word "governance" in the dictionary. He had come up with "the way power is organized."
Realizing that a company is just a system anyway with an internal black box (which includes governance), it is better to look at inputs and outputs. In his opinion, the employees (and more specifically their "brains") are the most important raw material or input. On the output side, he sees mainly the customers and the added value for the customers. These are immediately the two types of stakeholders that attract his greatest interest and attention.
This led to some punishing statements: "Don't cling to your title of founder-CEO", "Don't be afraid to share your shares with your employees", "Put together a customer advisory board to think about your market and your market approach” or “Dare to include representatives of sectors that are not yet customers in your edge council!"
Finally, Tim Op’t Eyndt, CEO of iFLUX also brought his testimony. He compared governance to groundwater (his business): "you miss it if you don't have it". He also gave us a nice personal list of the benefits of Governance:
- Guides you into the right direction
- Is heading upwards
- Gives you concrete guidelines, tips, procedures to find your focus
- Iterates you and your company to reach success
...and a Q&A session
So we arrived already at the follow-up discussion with the Q&A session that immediately gave sparks.
The classic question "How much should you pay your directors?" gave Luc Sterckx the opportunity to be very clear about that. "It is also appropriate for legal reasons to pay your directors; if necessary, use the GUBERNA schedule. Remuneration in shares or deferred payment is also a real option. Try to make a workable agreement on this because it really is negotiable."
"Just because you are a good shareholder does not mean you are immediately a good director." The panel's unanimous rejection of the idea that a venture capital fund should be allowed to just drop its own guy on your board of directors without any aplomb was something that had not often made it into the public governance discussion. We like to take that as the biggest "food for thought" of the evening: It makes no sense for every new investor to just put yet another financial profile on your board of directors. More than that, a true "smart investor" will prefer to delegate a much-needed and capable independent director.
Fabrice Brion, was even very categorical "We refused an investor because he necessarily wanted a seat on our board of directors". Not every founder can afford to make such bold statements but we would still like to conclude with this conclusion: Even a start-up or scale up has an interest in a board of directors that is not too large with mainly competent independent directors....
