Our Corporate Governance
It is not condonable, it is even paradoxical, that rules
of Corporate Governance would be dictated by outsiders, lawyers, politicians,
investors or auditors, while they express the essence of a company!
Since they are considered an essential part for a proper valuation
of the enterprise by investors, they even deserve publicity.
Emphasis on this theme nowadays is focused on the support of minority
shareholders and stakeholders. But a consistent doctrine is still
missing for modern enterprises, since these are not founded on
the opposition
between capital-suppliers and workers, but on the constructive triangle
between financiers, workers and customers, or with some more complexity:
shareholders, employees and stakeholders.
This triangular conceptual frame protects against frequent confusions
between entrepreneurs and investors, implicitly presented on the
European continent as a conflict of interest with respect to employees.
As a frame of mind, such trilogy also protects from an all too
common confusion in the present mood: that between investors
(potential shareholders) versus financial analysts (stakeholders),
or symmetrically
that between
employees or personnel representatives versus professional syndicates
or trade-unions (stakeholders).
Our strong belief is that ensuring dynamically the balance between
shareholders, employees and stakeholders, is the foremost mission
of the entrepreneurs.
In the light of this thinking, our major values are presented
explicitly for ensuring our commitment and their on-going improvements.
(feel free to question myd@dolphin-integration.com)
Our rules of Corporate Governance must be expressed as follows:
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The enterprise is sovereign,
Which means that no external authority may interfere with strategic choices outside
of the legitimate channel of the Board of Directors. It entails that top-management
is entirely and freely dedicated to a lasting success, with the mission to
manage our own balancing strategy over the triangle of shareholders, employees
and stakeholders (*).
-
Salary and benefits of top managers are based on merit: for the president
they are proposed by the Directors' compensation Committee, rationally discussed
by Directors, then explained to the General Assembly of Stockholders; his
top merit is to resolve the contradictions between the needs for short-term
profits and for on-going growth.
-
The employee salary strategy also is entirely based on merit, but
it is treated by top-management on a team-basis as a guarantee of fairness;
individual salaries are kept confidential, but decision principles
and collective statistics are presented openly to the elected personnel
representatives and Enterprise Committees.
-
Stock-options are granted by decisions of the Office of the President,
following rules from the Board of Directors. They are granted largely
to employees, but guided by specific criteria of motivation and influence
on the fate of the enterprise (as opposed to some pure financial considerations).
The detail of such grants is given to shareholders.
-
Conversely product line managers organize periodic strategy-setting
sessions with their teams and report a synthetic statement and their
key options for debate at the Board of Directors and at its committees.
-
The elected Enterprise Committee is invited to attend meetings of
the Board. The same is done at General Assemblies of Shareholders.
Such invitations contribute to increasing the sense of transparency
and belonging, without inducing risks of insider trading, and without
altering the position of balance chosen by the enterprise between shareholders,
employees and stakeholders.
-
We consider our competitors among our stakeholders, but those who
count above all are our customers. Pricing information possibly communicated
is limited to publicly accessible list prices.
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The Board is responsible for performing an on-going assessment of
the intrinsic corporate valuation, to serve both for control and management.
The Chairman of the Board guarantees the truthfulness of public financial
statements.
-
The Board of Directors relies on the Directors' compensation Committee
to recommend nominations and remunerations for directors and top-managers,
and on the Audit Committee for those of Statutory Auditors, both chaired
by independent personalities. The elected Enterprise's Committees,
the Commercial committee and the Scientific committee, are chaired
by any one of the directors.
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Statutory Auditors are nominated by the Audit Committee prior to
their vote by the General Assembly of Shareholders; they are specifically
commissioned for auditing the compliance of the board and the management
team with the rules of Corporate Governance.
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Employees wishing to report eventual wrongdoings whatever their nature,
are invited to do so through the Statutory Auditors or the Chairman
of the Audit Committee.
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The Enterprise is committed to the creation of jobs, generously but
under the condition that lots of extra working time be dedicated to
such growth, with as much demand from the beneficiaries, and with the
restriction that only perennial professional positions be involved.
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The corporate culture emphasizes and nurtures a spirit of critique, pondering and balancing thesis and antithesis, for avoiding soft consensus, in favor of an energizing union of opposites.
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The corporation is strongly committed, so that Productivity translate into Growth, to participative management of collective knowledge. It contributes to reducing stress and to resolving psychological barrings. When an employee is opposed to its principle, and is opposed to any professional treatment, with no expression of a will to change soon, departing is mandatory.
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The hierarchical position is not a place for the exercise of power, but for influence and service. It is that which enables the emergence of collective productivity, thus justifying the survival of the enterprise. Managers have the obligation to provide a clear vision of the behaviors which lead to success or to failure.
*corresponding to three domains of the law: of corporations, social,
and commercial
In order to provide all our stakeholders with a fair assessment of
the situation, a mid-year
letter from the chairman is displayed on
the day after the general
assembly of shareholders, complemented by a semester letter to reset the perspective.
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