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GOVERNANCE CONSULTANT

The partner of your strategic decisions

It is noted that according to the continents or countries', the model of Corporate Governance is no longer one universal model . There are several other models of Corporate Governance which come from either a cultural environment (country, area, etc) or from an economic system of management (private or public organisation, political body, etc). One can then speak about models which have a strong ethical connotation or a strong economic output for the extremes .   A broad definition of Corporate Governance includes at the same time systems of finalization, organisation and animation of organisations which can theoretically extend the limits until they merge with the system of management. Such an extensive design, assimilating Corporate Governance and management would not be relevant because it would obscure the focusing on the leaders of an organisation.   Admittedly, the functioning of organisations and their results would be indirectly affected by the mode of governance but not directly by the actions and decisions taken by managers who are social representatives.

governance consultant

zoom_schema_governance_consultant

  • Governance levels:
    1_Corporate Governance
    2_Governance (management of management)
    3_Stakeholders' Governance (governance of governance)
    4_Metagovernance

We can say that governance is the «management of management» to some extent.

Some essential questions can be raised about Corporate Governance:

  • Is the General Assembly of shareholders and/or stakeholders really sovereign?
  • Is the Board of Directors really intended to manage the organisation or to control its administration?
  • Is the Executive Committee only a management tool for a company?
  • Does the President have to be the main manager or is this rather the role of the Managing Director?

Between the sovereignty of the stakeholders which is expressed through the General Assembly of the organisation and the Board of the organisation working on a daily basis, the Board of Directors and its members play a pivotal and ambivalent part. On the one hand, the "administrators", elected by the General Assembly are the representatives of the stakeholders, their " Members of Parliament" to some extent and on the other hand, the Board of Directors takes part in the "administration of the organisation and, for this reason, must not only follow its business, but explicitly give its agreement for a certain number of important decisions concerning its life.

  • Does the President of the Board of Directors
    have to be the principal manager of the organisation?
  • If so, is there not any risk as to the mission of control which is entrusted to the Board of Directors?
  • If not, what are its duties compared to the general management of the organisation?

These are questions heads of companies may ask themselves. MupEx gives managers insights into problems and provides coaching. MupEx enables them to have an overview of the situation and avoid mixing different levels of management.

GOVERNANCE SYSTEM

In our description, a governance system includes various components that can be distributed in three series of components:

  • structures
    (peculiar to an organisation, such as the General Assembly, the Board of Directors,...),
  • procedures
    (accounting plan, methods of management, ...),
  • behaviors
    (those of the agents - natural persons and not the legal fiction represented by artificial persons - concerned with the institutional organisation and in charge of implementing and animating it).

those of the agents - natural persons and not the legal fiction represented by artificial persons - concerned with the institutional organisation and in charge of implementing and animating it

Consequently, we can keep the similarities of three dimensions:

  • behaviour according to the identity model or cultural origin,
  • procedures according to the methods of management,
  • structure according to the configuration of power.

Other dimensions, according to the organisation or the reorganisation of the company can be taken into account, such as cross structures (e.g. the process guarantor).

« Governance:
the management of
management »
The partner of your strategic decision

goverance: management
of management

governance system

Consequently



mupex sàrl | PO Box 1073 | CH – 1001 Lausanne | Suisse
Tél : +41 79 310 48 36 | Fax : +41 26 556 90 02 | contact@mupex.ch | www.mupex.ch