Corporate governance in France, UK and USA…3 questions to Carole Piwnica, independent Board member

Carole has been an independent board member since 1996. Prior to that, she has had an international executive career both in Europe and the US. She has sat on numerous boards and chaired Committees for leading public and private international companies such as (formerly) Aviva, Diary Crest, Eutelsat, Tate & Lyle, Sanofi, (currently) BIC and Groupe Rothschild. A former member of the New York and Paris bars lawyer by training, she offers a unique and fascinating global perspective on corporate governance. An interview held by Diane Segalen and Djamal Moussaoui.

You have sat on leading companies’ Boards in France, the UK and the US, can you compare and contrast the inner working of Boards in these various markets?

The UK is the country which is the most disciplined and rigorous from a corporate governance in terms of frequency, substance of Board meetings, and quality of the work performed in the committees. Yet, their model is a “comply or explain” system that is more flexible than in the US and France. Directors tend to be inquisitive and very direct.

France has clearly caught up with the UK in the last 10 years. The quality of the information and the reporting are more detailed and of better quality than it used to be. Now, the French governance follows a stakeholder model, which takes into account the wider impact on society (the employees, customers, suppliers, ESG, etc), as opposed to the shareholder primacy in the US, which focuses mostly on shareholder value. The UK is rather in the middle but leaning towards greater engagement with stakeholders (the first corporate social responsibility Board committees were established in the UK). And the US is evolving slowly in this direction as well.

The US Board meetings tend to be more “light touch”. There are less meetings and less detailed discussions than in France or the UK. However, it is heavily framed by complex laws and regulations followed by stiff penalties and many shareholders lawsuits. This is why an outside lawyer often attends US Board meetings and management is reluctant to seat on US Boards. Another big difference is that US Board directors receive equity compensation whereas UK and French directors are only compensated with cash. The US CEO (which is very often combined with the role of Chairman) drives and shapes the discussion. The power of the CEO is very strong in the US (often described as “an Imperial CEO”).

The split of the function of Chairman and CEO contributes to a better inner working of the Board because the separation of the Chairman and CEO roles allows for greater independent challenges and better continuity if either one of them leaves the Board.

Have you noticed significant changes in France over the last ten years in the composition, discussions and decision making at Board level?

Absolutely! There has been a massive improvement in the quality and the substance of the discussions at Board level in the last ten years. Board members are now active and often challenge the Chairman and CEO. They have a real voice and have an open discussion with the management. This positive evolution stems from several factors:

• The publication of the Code APFEP MEDEF has provided a useful framework for Corporate Governance,

• The split of Chairman and CEO function is increasingly frequent (although not yet the standard as in the UK) and allows structurally for a better working of the Board,

• The number of women on the French Boards (driven by the law) has been a very positive evolution. Women are not part of “the old network” and therefore, are not afraid of getting at the bottom of the topics discussed. They do not take things for granted. They tend to be very prepared and do not want their hard-earned credibility to be tarnished.

You have sat on the Board of several family-controlled public companies. How different is it? What perspective a long-term owner brings to corporate governance?

Family-controlled companies present an interesting set of challenges for an independent Board member. Family owners tend, by nature, to be very long-term oriented. On the other hand, public shareholders are more sensitive to short-term earnings and variation of the stock price.

It is important that the family has its own forum for debate and discussion outside of the formal board, allowing them to have a unified and clear view at the Board meeting.

Management has also a key role to play in helping to navigate the different objectives and to forge consensus. Reaching consensus is critical. An independent Board member needs to be able to understand and factor the objectives of the family as well as those of the public shareholders.