Last night, Le Monde Économique and SwissVR, the association of board members in Switzerland, took the bold step of putting corporate governance in the dock at Vaudoise Assurances’ premises in Lausanne, which hosted the event. The setup was simple and highly effective: a prosecutor, a board of directors in the defendants’ box, a well-known Lausanne lawyer defending it, a judge to arbitrate, and the audience cast as the jury.
The quality of the evening deserves recognition: it succeeded in turning a reputationally dry subject into a lively, at times amusing, and above all clear-eyed debate. Behind the staging, everyone in the room recognised very real situations, including within Vaud’s economic fabric.
Without going through each count in the prosecutor’s impassioned closing argument, let us keep in mind those that most often surface in our boards. First, the lack of structure. Too many boards operate without clear bylaws, without specialised committees, and without evaluating their own performance. Then there is the deficit of professionalism. Serving on a board is still too often treated as an honour rather than a demanding profession that requires preparation, training and time.
Another issue is co-optation. People are chosen because they are known to us, think like us and will not cause friction. This kind of cronyism produces homogeneous boards, where members vote as a bloc to maintain cohesion, at the expense of genuine debate. Unanimity is reassuring, but it often masks a lack of real reflection.
Availability is also a concern. Juggling multiple mandates means less time for each one. Finally, the approach to risk is often distorted: some boards take risks without properly measuring them, while others take none at all. The worst outcome remains an inability to decide, leaving the company without direction.
The evening also highlighted a less visible but decisive issue: youth. Not chronological age, but mindset. A board member today must be able to adapt, understand new technologies and grasp emerging issues, from artificial intelligence and cybersecurity to sustainability.
We are operating in a VUCA environment: volatile, uncertain, complex and ambiguous. Boards now navigate between danger zones, effort zones and zones of uncertainty. In this context, yesterday’s certainties become vulnerabilities.
This agility requires humility. Calling on outside experts when skills are lacking is not a sign of weakness. Knowing when to say no, knowing when to say yes, analysing with rigour and questioning oneself: these qualities were rarely put on the table. They are now essential.
The solutions are well known: recruit on the basis of skills profiles rather than networks, diversify backgrounds and ages, limit the accumulation of mandates, regularly assess how the board functions and provide ongoing training for its members. It is also about cultivating constructive disagreement, the only guarantee of sound decisions.
Yesterday’s trial did not convict anyone. Above all, it reminded us that good governance is not a luxury reserved for large listed companies. It is a matter of survival for all businesses, including Vaud SMEs. From now on, each board must render its own judgment before the facts do it for them.
Our thanks go to SwissVR, and to Monde-Economique, a partner of the evening, as well as to Vaudoise Assurances for its warm welcome in its Lausanne premises. The organisation of this original and bold event is likely to fuel a deeper reflection on the effectiveness of boards of directors.
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