By Alejandra Mastrangelo – Consultant in Corporate Identity and Governance
Argentina’s capital markets regulator, the National Securities Commission (CNV), has continued with its mission to seek a greater impact on the quality of corporate governance. Although its activity focusses on publicly listed companies, there are elements, such as the Corporate Governance Code, that contribute educationally and inspire companies that have not yet accessed the capital markets. While this is certainly positive, it requires the participation of multiple actors and the creation of tools that promote good corporate governance practices.
Currently, private and family-owned companies, as well as SMEs (small and medium enterprises) – which are the majority of company types in Argentina – have begun to consider the tools provided by a board of directors to be extremely useful. Here, let’s focus on innovative alternatives that this group of organisations has implemented.
Good governance: A safe space to ask powerful questions
Governing an organisation requires asking difficult and often painful questions. Today, effective leadership requires agile approaches, emotional intelligence, a diversity mindset and the ability to put aside egos, biases and groupthink to ensure the survival and long-term growth of the company.
Given that, for many small and mid-size organisations, governance structures are costly and complex, many have become quite innovative in their approach to management, strategy and oversight processes. They opt for alternatives that facilitate asking key questions to promote good governance, such as hiring subject matter experts and board coaches to work alongside the official board members. This openness to third parties provides useful assistance, knowledge and analytical skills for extraordinary situations, and helps create new habits, including the ability to ask powerful questions to strengthen governance.
In his recent book, Associated Directory, Professor Alejandro Carrera discusses the typical void in the governance structures of SMEs and two problems that can cause eventual failure and shut down:
- Lack of training of the entrepreneur
To mitigate these risks, Argentine entrepreneurs often join peer advisory groups with members of non-competing organisations. Led by a facilitator, these groups can provide a variety of practical results:
- Training, based on the systematic and methodological analysis of their own business case
- Complementing their own skills with those of entrepreneurs from different sectors
- Emotional support in a context of trust and confidentiality, combined with constructive criticism from peers outside the organisation
Institutions, such as IGEP, IAE Business School and Fundación Liderazgos y Organizaciones Responsables (FLOR), are the first in Argentina to offer specific training programmes for board members. Given the lack of written instruction on the subject, the most knowledgeable references in the country (businessmen, CEOs, board members and professionals who assist boards of directors) often collaborate as trainers, professors and panellists in dialogue with participants, offering a vision of the real world.
Due to expanded interest in corporate governance, there has been a recent increase in research and college students focussed on it. For example, in the Law School of the University of San Andrés (one of Argentina’s most prestigious private universities) this year for the first time there are six theses being submitted on this subject.
Gender diversity in board of directors
The appointment of female directors is beginning to be prioritised in this South American country. The effort is led by Andrea Grobocopatel and FLOR, which, in 2014, created the region’s first leadership development programme for women, Women in Decision (MED), and has since trained some 600 businesswomen, professionals from multiple disciplines, executives and entrepreneurs.
The graduates are part of an important network with which they share opportunities. It’s also where they get to put their skills and abilities into practice with the goal of eventually joining a board of directors.
An innovation model
In 2019, together with a group of professionals and two institutions (the National Quality Award Foundation and the IAE Business School), I co-created the Excellence Model for Corporate Board Management.
It consists of a free guide whose non-prescriptive methodology allows self-diagnosis and addresses the following aspects:
- The purpose of the board of directors and the roles it should play
- Directors and board structure
- Operational processes
- The board of directors and its stakeholders
- Contribution of the board of directors to the company
Using this method, the board of directors can self-evaluate its practices, its processes and the impact of its performance on the organisation. Based on the responses, each entity establishes its own journey, according to its degree of maturity and its need to carry out organisational changes to develop its governance bodies.
For example, one company may discover that it needs to improve the onboarding of new directors; another, that one of its weaknesses is the operational processes of the board; and another, that it should start by improving the preparation of key reports, risk analysis or the connection with the various committees.
The success of this guide is due to the fact it simplifies governance to make it accessible to organisations of all kinds, removing the bias that corporate governance is only for large companies. This self-evaluation methodology is used as the basis of the National Award for Quality in Board Management granted by the Argentine Government, an award won in 2020 by the Professional Council of Economic Sciences of the Autonomous City of Buenos Aires.
In a country where corporate governance was a practice limited to publicly listed companies, it fills us with hope that more and more companies will find it beneficial to have a board of directors and that market leaders are helping professionalise the entire value chain.
When governance reaches everyday life, it enables participatory and deliberative spaces that create value for everyone. The arrival of corporate governance to smaller and smaller entities may result in greater accountability on behalf of all actors of society. Something that, regardless of individual ideology, I’m sure we can all support,
About The Author:
Alejandra Mastrangelo is an independent director. She accompanies senior management teams in their personal transformation journey to professionalize corporate governance. She addresses three dimensions of the leadership professionalization process: the organization, the board of directors and the individual. She provides training in company to the members of the board of directors, committees and new generations of directors through a wide range of high impact, practical activities. Alejandra Mastrangelo is involved with the following entities: Institute of Corporate and Public Governance of Argentina (IGEP), IAE Business School, Member Woman in Compliance – Argentina, Member Corporate Governance Working Group – National Securities Commission (CNV) – Argentina, Competitive Excellence (EXC) / FPNC / FUNDECE / IPACE – IAE Business School. Writer of the Corporate Governance blog at alejandramastrangelo.com.