From Start-ups to Unicorns: aiming for a Growth-Promoting Governance

From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 1 LES RAPPORTS DE L’IFA Introduction...... p.4

01 | Start-up Governance, a new concept?...... p.6

ith this document, our goal is to 02 | A 2020 guide built on the feedback provide keys, drawn from experienced of experienced practitioners...... p.15 W practitioners – entrepreneurs, investors, Board members – to help start- 03 | Unevenly followed 2015 recommendations...... p.21 up CEOs and their entourage develop their Specific support for founders by watchful companies over time. and challenging third parties...... p.29 The contribution of structuring expertise ...... p.30 Some will reach scale-up status, then unicorn, Fostering an alternate perspective is essential others won’t. Some will go public, others will turn in the Board’s composition and evolution...... p.31 to other forms of funding. Taking risks and managing them, the alpha and the omega of growth...... p.33 Whichever path is chosen, we profoundly believe Access to capital: a structuring constant that Governance is a major lever, unfortunately for the company’s evolution...... p.34 often misunderstood and therefore discarded, to accelerate the growth and guarantee a 04 | Seven keys for Growth-Promoting Governance...... p.28 company’s perpetuation. #1 Mentoring: the foundation of Governance...... p.29 #2 Trust and transparency: a vital duality...... p.30 May entrepreneurs seize this opportunity to #3 Independence: defending the company’s adopt the good practices recommended by those best interests above all others...... p.29 who walked the difficult and exhilarating paths of #4 Strategy: the Board, an indispensable crucible...... p.30 entrepreneurship. This report would then have #5 Empowerment: the Board as a guarantee of reached its goal: contributing to the growth of a the human resources required for development...... p.29 larger number of start-ups, and to their success #6 Deployment: Governance as a key factor of success in France, in Europe and throughout the world. for international development...... p.30 #7 Perpetuation: the Board’s collective intelligence, an invaluable asset...... p.30 Conclusion...... p.30

Annex 1: Composition of the working group ...... p.28

Annex 2: Interviewed practitioners ...... p.28

From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 3 “Governance fitted to a start-up’s every stage of development is indeed or the last dozen years or so, France has become aware of the role young innovative companies play in the renewal and dynamism of its business an essential condition for F ecosystem. Economic players and public authorities have initiated numerous growth and success.” actions to foster and support the emergence of start-ups from the French Tech, to bring out new gems Made in France and to promote their development. Yet, it is clear that very few reach the mythical unicorn status and succeed in establishing themselves on a European and global scale. As a matter of fact, very few companies created since the early 2000s have reached the rank of innovative AND sustainable mid-size company with the international reach France so badly needs.

The very notion of start-up has changed The awareness and rising importance of national market. Racing and fighting for stage of development is an essential a lot over the last few years. Start- imperatives linked to climate change as talents on tight skills and difficulties in condition for growth and success. uppers were initially considered as a well as societal challenges are reinforcing accessing capital are often mentioned as new archetype of entrepreneurs, a form of the need and attraction for innovation major obstacles. But is that all? Some Taking an interest in the Governance heroes of modern times aiming to create in every domain: R&D, organization, economic players sometimes consider of these innovative start-ups means tomorrow’s big companies, or, more production and distribution processes, start-ups as a form of financial product, committing to companies with a capital C, prosaically, to make a fortune thanks to customer relationships… Altogether, a admittedly risky but benefitting from a to those destined to develop sustainably, an IPO or to the rapid sale of the company very stimulating context for entrepreneurial favorable ecosystem, especially thanks over a long time, by creating value not they created, even before it had proven vocations. to numerous support programs. They only for their founders and shareholders its capacity to create sustainable value are also perceived by corporate groups but for all their stakeholders. and to expand internationally. Clearly, more and more entrepreneurs are as a way to increase their innovation working to find and provide solutions for capacities at a low cost. These elements How then can we raise and promote this The 2020 health crisis and its economic a better world. At the same time, there are not always conducive to the creation awareness, to convince people of the consequences have put start-ups under seems to be a certain loss of interest of sustainable business models aiming importance of effective Governance to severe strain. But the worst crises can for IPOs, no longer considered as the for long-term value creation. transition from start-up to unicorn? This also be very fertile ground, providing new holy grail. is the objective of this practical guide opportunities for products or services, All this begs the following question: intended for entrepreneurs, investors, changing consumers habits, giving rise to The key question, debated many times but beyond funding, is there not another Board members and more generally, all new market segments and new business still unresolved, is that of scaling-up, of critical lever to foster the growth of these stakeholders involved in these growth models for the most agile companies. growing at a sustained pace, maintained young companies? It is our conviction: companies. over time, well beyond the scope of the Governance fitted to a start-up’s every

4 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 5 START-UP GOVERNANCE, A NEW CONCEPT? So, are these 10 recommendations still relevant? Have they been applied and followed up on? Which recommendations should be formulated for years to come? That’s the subject of this new publication:

Governance, a lever for start-ups development: 10 recommendations

#1. The main role of Governance is to #6. The Advisory Board or the Board of help deal with human, strategic, financial directors must gather all the key necessary and risk management issues, both short skills for the start-up’s development and The IFA (French Institute of Non Executive other types of funding. It highlighted the and long term benefit from useful networks Directors) didn’t wait for 2020 to address need to lay the foundations of what a this subject. In 2011, Business Angels virtuous and pragmatic Governance at the #2. Supporting the executive team to #7 The Executive team must rely on its and Governance, published with France service of French entrepreneurs should broaden its scope beyond short term governing body to prepare and negotiate Angels, underlined the importance and be. The proposed framework remained concerns the best conditions for a professional decisive contribution of said Business flexible as needed while formulating investor’s input Angels in the initial phase of business practical recommendations and good #3. For the executive team, taking the creation, both as first investors and practices dedicated to creative and time to seek outside advice and insights, #8 Bringing in at least one independent coaches, mentors for the founders. collective intelligence. by accepting challenging views director is recommended to provide unbiased perspective, in the social interest In 2015, the IFA published, together The context has changed dramatically over #4. Getting assistance from specialized of the company and all its stakeholders with bpifrance1 “Governance, a lever for the past 5 years: for example, IPOs are legal counsel for the drafting of the start-ups development” to support the no longer systematically considered as Shareholder’s Alliance and Articles of #9 Identifying and monitoring risks, structuring of the ecosystem in which the grail of the entrepreneur. Start-uppers Association a permanent issue for the start-up these young companies evolve. have also evolved with the times and feel increasingly concerned by society’s #5. Establishing structured Governance #10 Preparing for the IPO carefully, by From the initial launch to the step of push and demand for more responsibility, upon entry of the first external investors leading the company’s compliance to opening-up to venture-capital, this report more ecology and for a company purpose (the strategic Advisory Board may precede regulation and Governance Codes emphasized the importance of managing that makes sense and contributes to the the Board of directors) risks early on and preparing to move to common good.

1 French Public Investment Bank IFA – bpifrance (mars 2015)

6 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 7 A 2020 GUIDE BUILT ON THE FEEDBACK OF EXPERIENCED PRACTITIONERS

CONTRIBUTORS THE GOAL

A working group (see Annex 1) made up of fourteen The goal of these in-depth interviews was both to provide feedback on the 2015 entrepreneurs, Board members, investors and recommendations and to identify courses of action for the future, factoring professionals working in the service of young companies in the changes in the environment in which start-ups and scale-ups evolve. was set up by IFA. It conducted around forty individual Therefore, these interviews covered a wide scope to get a better understanding of interviews (see Annex 2) from October 2019 to February every interlocutor’s concrete experience on the following themes: 2020 with founders and managers of the French Tech and Next 40 who have known success, failures and • The structure, role and mode of operation • The profile and role of the members rebounds, investors from business angel to growth- of the governing bodies they have sitting in the governing body, capital, Board members supporting young companies experienced (Advisory Board for the SAS in their growth as well as influential figures of the French that have one, and Board of directors • What worked and what didn’t, and international ecosystem (Europe and California, for for limited companies), additional insights). • And, in light of these lessons, what they • The structure of the Executive team and would do differently today. the nature of its interaction with the Board,

8 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 9 UNEVENLY FOLLOWED 2015 Specific support for RECOMMENDATIONS founders by watchful and challenging third parties

The first three recommendations from 2015 established the support of the founders by third parties as the first embryonic form of Governance.

First, we focused on understanding an imperious feeling of urgency, by a This was often followed by the setup of sent”. Another one mentions that the whether our 2015 recommendations sometimes-blinding enthusiasm and a more formal support structure and the Governance can tend to value risk over were still relevant, whether they by the necessity to generate their establishment of a first set of rules of opportunity “Governance often has an had been followed and if they had first results. They now see these the game, enabling the creation of the overly risk-focused approach and it can had the expected impact. cognitive biases as obstacles to the fertile ground needed to activate the four limit ambition. I don’t regret forcing their much-needed step back as soon as fundamental levers for good growth and hand a little to impose a decision they Judging by the content of the the company is born and even more development: talents, strategy, funding were very reserved about.”. interviews we conducted, it so in the phases of acceleration and risk management. is clear that while they were and internationalization. These testimonies show that, in order to “generally understood” they have These principles are sometimes met with be effective, Governance must satisfy two not been systematically adopted. By revisiting these recommendations wariness on the part of the founders prerequisites: the founder and CEO has They are sometimes perceived from 2015 with key players of French towards the third parties who are to be open to constructive challenge by entrepreneurs as somewhat start-ups and scale-ups, one can supposed to support them. One of from the people who support him, and theoretical compulsory instructions identify trends, although lacking them bluntly states “I’m very disappointed Board members have to demonstrate rather than a real asset in their statistical value. with the low added-value of my Board”, their capacity to listen, skills, real quest for growth. another “the Governance of the funds work and a position that truly brings is very weak on the business side”, and value to the entrepreneur through a Some founders, when they recall the a third “the representatives for the VCs balanced vision of risks and opportunities. beginning of their entrepreneurial are too young and at least half of them adventure, recognize that they had did not read the document that was a very short-term vision, driven by

10 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 11 The contribution of “Governance should be structuring expertise taught in business and engineering schools, or The 4th and 5th recommendations formulated 5 years ago underlined at least be accessible the importance of the legal framework – Articles of Association and Shareholders’ Alliance – that should be prepared with the help of experts, afterwards in some kind especially legal counsel, and should be set up from the company’s first of school of Boards.” months of existence or as soon as the first external investor enters the capital.

This initial approach is all the more The legal form of SAS (simplified joint- their purpose and logic, reinforced Board at the start of their relationship structuring if it sets the ground for stock company) favored by French start- by some investors’ “blind spot” which with investors”. Others point out that the Governance’s future evolution: ups doesn’t require a formal governing pushes them to prefer their short-term Governance is seldom taught, and gradual implementation of certain body (whether a Board of directors or a interests (maintaining a form of control therefore, ill-understood: “Governance formalities with, for example, a clear supervisory Board). Therefore, reflection overs the founders, supremacy over should be taught in business and notion of the scope of the governing on the appropriate form of Governance minority shareholders such as “family and engineering schools, or be accessible body’s responsibilities and prerogatives to ensure the success and growth of friend” investors, anti-dilution provision…) afterwards in some kind of school of (distribution of decisions between the the company over time is often eluded to the long-term interests of the company Boards.” Executive team and the Board, which and gives way to topics related to the they’re investing in. decisions should be submitted to qualified prerogatives of the founders and first These comments clearly show that majority voting, threshold of approval for investors when drafting the Articles The interviewed practitioners emphasize establishing a structured and evolving incurring expenditures…). The frequency, of Association and the Shareholders’ the fact that the understanding and Governance Framework is perceived topics covered, preparation of formal Alliance. Thus, frequently, short-term practice of Governance cannot as a key success factor, but that and informal meetings and of course, reasoning prevails and structures the be improvised. “Ideally, we should very few entrepreneurs have been composition of the governing body, its company’s first years. arrive already trained, but in reality, trained for it. Choosing the legal form of members’ profile and who gets to chair, very few start-ups or scale-ups CEOs a SAS – which presents many advantages are all key elements of the Articles of Our interviews show that this stems know how to work effectively with their for a start-up for that matter – does not Association and of the Shareholders’ from the founders’ insufficient Board.” Another one says “CEOs are encourage them. Alliance. understanding of Governance Codes, not sufficiently trained in running a

12 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 13 Fostering an alternate “It’s very rare to find perspective is essential in a Board member who the Board’s composition has a really independent role, with a true capacity and evolution to bring value, to be Recommendations 6, 7 and 8 highlighted the importance of the governing above parties” body’s composition and the trap set by uniformity and group think.

The often informal support of the knowledge and preparation, the Executive shared between parties. The independent excessive focus of the founders and/or beginnings (business angels, mentor…) team often leaves the field to overly Board member brings an outside and investors on their particular interests, evolves and consolidates with the arrival protective interventionism from the free perspective, his or her position poor group dynamics leading to sterile of new investors and ideally, with the investors, who sometimes assimilate allows them to intervene as a link and a confrontations or to the neutralization of appointment of independent Board the Board to a purely controlling body. go-between able to diffuse tension and the governing body, and consequently, members. Formalizing the Governance This is probably why so few entrepreneurs resolve conflicts. key subjects being dealt with in bilateral comes naturally and the contribution and managers consider their Board as a discussions outside the Board when it of all stakeholders is expected. The real place of strategic support. The interviews carried out by the work becomes inoperant. Board becomes a place of questioning, group highlighted three problems. First, confrontation and critical listening, all In order to avoid these failings, the a concrete difficulty in making The second problem mentioned is the decisive in the decision-making process. 2015 report recommended at least one the governing body operate in an difficulty to find good independent It especially helps align the vision and independent director as a key factor to efficient way. “The Board is too often directors. This is obviously a source the understanding of reciprocal needs achieve balanced Corporate Governance. heterogeneous, each member having of frustration, but there are also strong when new investors enter the capital for Said independence enables this particular their particular interests in mind rather expectations regarding the right skills for the long haul. Board member to play the role of a than the interests of the company”. Or efficient Governance.“It’s very rare to catalyst in bringing to light and resolving “There are many conflicts of interest, find a Board member who has a really The founding team then goes through a misalignments of interests between the Board members must be reminded that independent role, with a true capacity critical phase – which often challenges their founders and the investors – who often their role is to protect the company rather to bring value, to be above parties”. But first habits and reflexes when exercising join the company’s capital at various than their own interests”. This is largely also “it must be someone with Board power – from strategy development to moments with different valuation levels –, the consequence of the aforementioned experience, who understands the issues its implementation. For lack of sufficient but also in helping build a strategic vision Governance’s lack of initial structure: of both founders and investors, otherwise

14 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 15 “No to know-it-alls overacting their role. Yes to seasoned entrepreneurs, already Taking risks and managing been through every phase of them, the alpha and the business development and truly involved in their mission omega of growth as Board members.” The 9th recommendation stressed the utmost importance of risk management. Taking risk goes hand in hand with entrepreneurship and some founders regret some of their Board members’ aversion to risk, which they perceive as a hindrance.

he or she ends up taking sides which is it becoming overabundant, which would As a matter of fact, one of the major not healthy”. And finally,“we don’t want clearly lead to dysfunction. One of the challenges of start-up Governance is to “One of the major a know-it-all who overacts his role, we persons we questioned suggests “limited help the Executive team anticipate and want a seasoned entrepreneur who has mandates with much faster renewal define the impact of factors influencing challenges of already gone through all these phases than in large companies”. All those its performance over time, whether Governance is to and feels really involved in his function points must be taken into account from they be external – regulatory changes, help the Executive as a Board member.” the outset in the Governance Framework evolution of customer expectations, outlined in the Articles of Association competitive shocks, innovations and team take a step Finally, the third point is the necessary and Shareholders’ Agreement. technological breakthroughs, changes in back, anticipate and evolution of the governing body’s supply conditions – or internal – process composition as the company develops. structuration, strategical analysis, critical visualize the impact Indeed, an embryonic Governance – often resources management, especially of risk factors and limited to founders and business angels that of key people, cash management, opportunities.” for starters – may be relevant at the shareholders alignment). This approach very beginning, but it must evolve with must be part of a balanced perspective the arrival of the first venture capital on risk-taking, which must not result in funding, then with the growth capital. The a crippling aversion for risks. various types of investors carry specific expectations and that must be reflected in the composition of the Board, without

16 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 17 Access to capital: a structuring constant for the company’s evolution CONCLUSION

To conclude this feedback, the In 2015, the 10th recommendation regarded the necessary content of our interviews shows preparation for an IPO that, if the principles laid down in navigate and drive their key stages of 2015 are not contested, they have growth, such as fundraising, obtaining in fact been applied very unevenly. financing, negotiating partnerships, This may explain, at least partially, international development or key why so many innovative start-ups recruitments. go into bankruptcy in the 4 years At the time, it was considered as the “IPOs might come following their creation, and why Actually, our interviews with founders holy grail for any entrepreneur, and back as a major lever there are so few unicorns in France. whose companies have reached or required anticipation and specific are on the way of reaching unicorn structure. Considering the often short- for value-creation. For new entrepreneurs, the notion status clearly show that Governance term pressure implied by a listing and Whatever the case, of Governance remains too often has been their ally – as well as that of the emergence of alternative sources associated with control, surveillance their investors – for the sustainable of financing (big ticket investors able preparing to welcome and frankly, a heavy dose of growth of their company. to bring more than 100 million euros a large investor administrative formalism, which to the table, industrial backing), IPOs into the capital or is not very useful or can even be “Governing means anticipating, have become less systematic nowadays. detrimental to their entrepreneurial organizing and managing the interests The fact remains that these alternative aiming for an IPO spirit. However, in retrospect, many of the company over time, to ensure its investors have, as they should, strong are key moments to founders consider that Governance profitable and lasting growth. It gives requirements when they enter the capital is in fact a necessary source of a visible and reassuring framework of a scale-up, not only financially and adapt a company’s inspiration for entrepreneurs, to the company’s environment and strategically, but also regarding Corporate governance.” which leads them to acquire more all its stakeholders.” Governance. Progressively building an maturity in the conduct of business, effective and efficient Governance is to channel their energy towards the This is what we will endeavor to therefore an imperative – as well as a right issues, to take a step back illustrate in the next section, which significant element of valuation – whether and to open their minds by relying offers keys and practical advice one is aiming for an IPO or to welcome a on collective intelligence. In the to implement a Growth-Promoting very large investor into the capital. end, all these elements help them Governance in 2020.

18 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 19 SEVEN KEYS FOR GROWTH- PROMOTING GOVERNANCE

Ever since the PACTE law1 was promulgated founders and business angels and the IPO in 2019, companies’ missions, factoring or the backing of an industrial or financial in environmental and societal issues, player, the company goes through many as well as the consideration for internal steps – personal down payment, crowd- and external stakeholders, have become funding, business angels, seed capital, central. venture capital, growth capital by series A, B and C – which represent as many The interviews which provided the Start-ups’ and scale-ups’ Governance Of course, we must be careful not to types of investors, each with specific material for this guide aimed to cannot be approached the same way reproduce the Governance of listed groups expectations and – legitimately – aspiring draw lessons from past experience as big companies’ Governance. The on start-ups and scale-ups. That would to pitch in the Governance. to project us into the future. The concept was initially developed for run the risk of constraining and restraining practitioners we interviewed them in order to standardize their mode the crucial agility needed for these Young companies, from start-ups to suggested numerous paths of of interaction, especially the sharing young emerging companies to develop: unicorns, should therefore set up an action, based on their experience. of responsibilities and the decision- fast product and service adaptation to evolving Governance, suited to each We have structured them in a making process between the Executive consumer needs that rarely align with the stage, including – from the start – an coherent way in order to provide committee and their Supervisory initial hypothesis, focus or broadening of incremental structure fit to support entrepreneurs, start-ups’ and Board or Board of Directors, which the targeted customer segments, business and sustain them without restraining scale-ups’ Board members as well role is in particular – but not only – model adaptation to optimize growth them. This of course implies the evolution as investors and any professional to represent the shareholders. But and profitability, evolution of distribution of the governing body’s composition offering services to entrepreneurs, Governance also aims at promoting methods as the reputation and notoriety and members’ profile over time, which with clear courses of action, based transparency, opening a dialog with of the brand increases. These changes of is easier said than done. on an empirical approach rather all the shareholders, defending the direction, sometimes swift and significant, than a theoretical one. interests of minority shareholders are inherent to start-ups’ DNA and require The work group managed to identify by relying on legal and regulatory great agility. 7 keys for an evolving Governance frameworks as well as on the applicable aiming to stimulate and promote Governance Codes (in France the Afep- Access to capital is another evolution growth in a long-term logic. Medef Code and the MiddleNext Code). factor. Between the initial investment of

1Loi Plan d’Action pour la Croissance et la Transformation des Entreprises: Action Plan for Corporate Growth and Transformation 20 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 21 7 KEYS #4 for Growth-Promoting STRATEGY Governance The Board, an indispensable crucible. #5 The founders’ strategy EMPOWERMENT must be enhanced by the The Board as a Board’s debates and the guarantee of the human expertise brought on board resources required for by each of its members in a development. Without the #1 collective decision-making right talents, at the right MENTORING process. time in the right place, there The foundation of #2 cannot be any sustainable Governance. Role and TRUST AND growth. The Board must importance of the mentor TRANSPARENCY: see to it, by supporting the from the company’s launch A vital duality. There’s no founders. to help the founder grow good Governance without into his or her maturity; these two ingredients. over time the mentor can Trust cannot be decreed, it become a key member of must be earned and built the Board. over time, and it cannot #6 be established, nor can it DEPLOYMENT thrive, without transparency. Governance as a key factor of success for international #7 development. Aiming PERPETUATION #3 high, thinking of going The Board’s collective INDEPENDENCE international from the start, intelligence, an invaluable asset. Defending the company’s best interests above hence recruiting the right The successful development of a all others. Emphasizing the key role played by skills and assets for this company and its sustainable growth independent directors as a link between founders purpose: the Board is there stem from the founder’s and Executive and investors from the very beginning of start-ups to help the founders set the team’s work…but not only: the Board, development to their growth into scale-ups. right level of ambition and through the sum of skills it represents, get ready for it. its collective experience and wisdom, must play a key part. “Statistically, mentored start-up founders are much more successful than those who #1 MENTORING weren’t.” The foundation of Governance

The vast majority of entrepreneurial first advisor naturally takes place, where successes are the result of a duality all subjects, even the most delicate, can within the founding cell. It is composed be approached serenely. In the initial of individuals sharing common ambitions, phase but also over the course of the key projects and values. This founding team stages of the company’s development, is often obsessional by nature: it carries this support is crucial to avoid the pitfalls particular by detecting weak signals. He if the mentor is in a position to act as a the genius of the project. And those associated with lack of experience. or she must be chosen by the founding go-between, an honest broker between traits, characteristic of the entrepreneur team and be compatible with its first the founders and the new investors, figure, also carry the risk of isolation, a Legitimacy, benevolence, detachment, influential shareholders. He or she can even rather than be perceived as standing with limited capacity to listen and resistance to sharing experience without being a sometimes help gather a first roundtable the founders against the new investors. compromise. Very quickly, the introduction pontificator are the qualities required to be through his or her network. of a third party joining the project for the an efficient mentor. Those can be found The role of mentor is therefore long haul, brings an outside perspective, amongst seasoned entrepreneurs, who This relationship can – if preserved and fundamental from the onset of the the challenge and the distance needed have experienced trials and success. These nurtured – prove decisive during the entrepreneurial journey and can be by the young company. At that point, qualities also lie in the art of advising, of business acceleration phases. By being fruitful for a long time providing that proximity and frequent interactions, making a young shoot grow, in the art able to tackle difficult questions with the mentor manages to adapt over time. preferably weekly, are crucial. of presenting a watchful yet demanding the founders (valuation, dilution, profile mirror, of maieutic, of constant testing & and role of the new investors…), the Mentoring is very popular with learning, and of productive questioning. mentor contributes to their reflection entrepreneurs. They experience it as and decisions. a true support, which proves decisive Mindful, attentive and available, the mentor when time comes to evolve towards devotes time with great responsiveness As the Governance gains structure and Growth-Promoting Governance. A dialog and knows when to be proactive in order the Board takes its place, this trusting of equals between the founders and their to prompt discussion at the right time, in relationship generally proves invaluable

24 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 25 they however propose clear suggestions and courses of action to build transparency The ability to analyze the information and trust, the foundations of effective provided by the Executive team, Governance: a benevolent posture, distance in order to avoid untimely decisions, • Establishing a governing body as taking the time needed for a deep soon as the company takes off, even #2 TRUST AND TRANSPARENCY understanding of the situation rather if it opts for the SAS status, in order to than reasoning on preconceptions, are prefigure the Governance that will be a vital duality all traits shared by the most relevant needed as it grows. and efficient Board members. Their role is to find pertinent solutions that • Adapting the size of the Board We were struck during our interviews the necessary time to prepare and will keep the founders motivated, not to (3 or 4 members at the beginning, 5 to 8 at by the wariness expressed by many provide the information needed for censor them or extinguish their energies. the mature stage) to be representative of entrepreneurs regarding the intentions the Board to play its role, without The governing body can therefore not limit the investors, the founders but also other and practices of the Board members… falling into the trap of detailed operational itself to its inherent supervisory role and stakeholders through independent members. and vice versa. Yes, the Board is a place reporting. The Board, and especially the should not be perceived as a fussy “report Indeed, size is a factor of cohesion and of decision, sometimes unfavorable to mentor when he or she is a member, duty”. The Board must also be a place effectiveness: neither too small to ensure the executive team’s recommendations. can help the Executive team set up the where founders and Executive committee constructive diversity, nor too abundant Yet, if entrepreneurs don’t feel confident essential ingredients for trust to be built, debate openly about the questions they so that each of its members can fully play enough to describe the reality of their through transparency. ask themselves, where they find a form its part. This evolution and the maximum situation and of their issues without of collective discriminating intelligence size to guarantee a satisfactory operation preconceptions or calculation for fear For trust to exist and grow with the that allows them to progress in their implies “flexibility” in the appointments to of their Board members’ reaction, then trials the company will inevitably go reflections and lead them to the right the Board. the conditions for a progressive and through, members of the Board must decisions. profound divergence coalesce, often have the right skills and adopt the • Beyond 5 or 6 members, and when the leading to a brutal landing. Trust and proper posture. For each non-executive This trust is built day by day between company has reached a certain size, it can transparency are absolute conditions director, it is a question of not letting the different protagonists. It is based on be a good idea to appoint a chair of the for efficient Governance. themselves become obsessed with their the way which, session after session, the Board who is not one of the managing own interests but to first and foremost take founders, the Executive committee and founders, or at the very least a Vice chair It can only work if the Board has the the company’s interest into account, in a its Board prove how they are making or Lead director which will guarantee the means to fulfil its mission: getting the long-term perspective which can go well good use of the information provided in quality of debates, by setting a framework relevant information in good time, coming beyond their own investment horizon for good faith for the good of the company. and making sure it is respected. fully prepared to Board meetings, asking a member representing an investor. While sensitive questions in a constructive this role is the one laid down by law for Our interviews allowed us to identify a • Basic but fundamental, the chairman spirit, ensuring the quality of the answers, Limited companies’ Board members, it few good practices drawn from the should issue an agenda, previously monitoring the implementation of what’s is not an obligation for SAS Strategic or experience of the entrepreneurs and discussed with the founders and been decided… The start-up and its Advisory committees that are not legally Board members we questioned. Though the relevant documents should be Executives should therefore devote mandatory. they do not constitute a universal truth, communicated upstream (the weekend

26 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups— 27 to— Unicorns: aiming for a Growth-Promoting Governance | 27 before the Board meeting); this enables It is up to the chairman (non-Executive everyone to be prepared, which ensures and non-founder) to relay the conclusions effective debates but also guarantees of this executive session to the CEO in that the subjects on the agenda will be order to create the conditions for the #3 INDEPENDENCE discussed within the meeting and not smooth running of the Board meeting. aside between a select few members. If well practiced, it can be a way to fuel defending the the entrepreneur’s energy and trust, • The art of questioning: let’s not forget, by preserving him or her from internal company’s best interests Board members are not Executives, their debates between non-executive directors, role is not to interfere in management. which are not necessarily relevant to the above all others So, beyond the key orientations they Executives, before achieving the correct validate or invalidate, their art is that of roadmap. A crucial addition to trust and transparency, The very principle of appointing an questioning and of maieutics. independence is the other fundamental independent director is becoming If respect and reciprocal attention are virtue for a good Growth-Promoting increasingly mainstream in governing • The quality of the minutes: too often used to nurture trust, then the Board can Governance. bodies for all types of companies, including considered as an administrative chore, the become a true place of revitalization for big businesses, in particular when they Board minutes are – on the contrary – a the founders and the Executive team. A “An independent director is a Board opt for a non dissociated chairmanship key condition of trust, for it is a way to place where, every 6 to 8 weeks, they member that is free of interest and which (CEO), as well as in family businesses. It is specify the content of the debates and can lay down their hat, take a step back, contributes, through his/her skills and becoming more frequent to see independent decisions made, in an expression that share their doubts, the issues they face freedom of judgement, to the Board’s directors, or even Lead directors, embody must be accepted by everyone, with the and benefit from collective intelligence ability to exercise its missions. To be the company’s interests in face of other possibility for everyone to reformulate and and cumulative cross-experiences, giving truly deemed independent, the director members’ particular interests. verify that nothing has been left unsaid them a boost of energy. in question must not find himself/herself and that no decision has been taken in a position that could impair his/her This principle is even truer for start-ups without the knowledge of all. independence of judgement or put him/ and scale-ups with the nomination of at her in a position of real or potential conflict least one independent director who • Executive session: this practice – a of interest.” The Afep-Medef Code then is neither the representative of the meeting of the members without the specifies that independent director means entrepreneurs, nor that of the main Executives – can be useful in some cases, not only a non-Executive (i.e. without senior investors. It may be the entrepreneur’s in particular when the Board needs to management function in the company mentor if he or she is able to take on speak with one voice to the founders. or group) but also someone without any this role, the chair if he or she is not the This moment of discussion without the links to particular interests (significant founder, or a vice-chair or lead director. Executive team, before the Board meeting, shareholder, employee, supplier, family can help identify and synthetize points of member…). The testimonies we’ve collected confirm view to formulate a majority expression. that Boards often become a place where the

28 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 29 main investors confront their entrepreneurs, who are personally disinterested. The the question of their compensation, which of member’s fee, or offering an annual with decisions that are too rapidly favorable independent director is chosen for his can be complicated for companies that compensation mixed with a few shares to those who have the most votes in the or her courage and impartiality. He or are not yet profitable and thus disinclined or stock options is likely to facilitate the Shareholders’ Agreement. she can be the mentor from the beginnings to pay their Board members. However, recruitment of an independent director. or the one for the end game. Technical it seems important to us to set up a Favoring the interests of one party or expertise, though it may be necessary, compensation for this role, which is not Finally, one last word regarding decisions deriving from short-term cannot suffice if the independent party meant to be extended to sitting founders independence but not the least: the virtue vision can involve significant risks and has no interpersonal skills, no operational or investors’ representatives. of Shareholders’ Agreement. Naturally, be detrimental to the company’s prime experience nor any proven practice they are imposed on the Board, but we interest in the long term. of Governance. Independence is a Board members’ compensations, including cannot stress enough that entrepreneurs posture to facilitate free collegial listed companies, are lower in France than and investors, in their own interest, Small wonder that this point is not naturally debate and the sharing of convictions. in the Anglo-Saxon world but also in other should not over-lock their agreement and easily considered by entrepreneurs European countries. It seems important with veto rights and limited Board or investors when they’re asked about it. Our interviews have outlined the risk to us to offer a compensation to prerogatives, which could be detrimental Yet it is one of the main recommendations of the “false independent”. Often independent directors. As a guide, it to the smooth running of the company made by experienced practitioners who appointed by an investor for his or her can be comprised between 10 and 35,000 in the end. have taken a step back. supposed expertise, he/she will then be €/year (given that it is more often up to accused of representing the interests 100,000 USD in the United States, for Shareholders’ Agreements should be It doesn’t mean that the independence of the sponsor rather than those of the example in the biotech business, where drafted in light of these issues in order criteria mentioned above are absolute company. Likewise, if he/she is chosen independence is considered essential). to foster quality Growth-Promoting guarantees of effectiveness: when the by the entrepreneur amongst friends or Moreover, we recommend to let the Governance. The same goes for founders, independent party sets himself or herself relatives. independent director own a small ticket especially when they still own the majority: up as a prosecutor or as a pontificator, or in the company’s capital, which will serve should they not take upon themselves to if on the contrary he or she lets himself or The search for and the choice of an as a token of his or her commitment to let the Board have sufficient prerogatives, herself be upstaged by those in positions independent director must therefore devote time and energy for the company’s they would deny themselves the virtues of power, the added value becomes be conducted collectively by the success. Of course, it should be “neither of this duality and the added-value of void. This is a delicate role to play Board and balance these criteria too much, nor too little”, especially “not an experienced third-party on their which requires experience, tact and and personal qualities. It will often too much” so as to avoid any risk of putting management. courage. be profitable for the company to appoint the administrator in question in a conflict the independent party as chairman, or of interest which would lead him/her, for Independence is a state of mind and for want of a better alternative, vice- instance, to side with a rushed decision to a personal ethics, it is characteristic chairman or lead director of the Board. sell the company, thus changing his/her of personalities with convictions, great status from administrator to shareholder. ability for listening, sure judgement and The quest for people thus qualified raises But allowing to invest one or two years

30 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 31 “Executives should present the strategy following their recommended scenario, and justify this choice in comparison to alternative scenarios.” #4 STRATEGY the Board, an indispensable crucible

While the founding team maintains control over the vision and the company’s mission, Some entrepreneurs consider their Board and to debate strategic subjects: business the Board sees to the validation and as a place where they spend too much model evolution, offer adaptation, market execution of the strategy, “i.e. the art • Strategic debate should be open time meeting administrative or contractual analysis, technological choices, long term of winning in a mine-field of economic and enable each member’s opinion obligations, with unnecessary formalization, vision formalization, key recruitments. constraints and of handling the critical and contribution to be expressed. and reporting to investors whose sole focus path.” The Chairman’s role is to guarantee this is managing their investment or their risks. • To look for and anticipate both freedom and to avoid closing the debate Others place their strategic issues at the opportunities and risks . Indeed, the sole The Board is therefore identified by presenting a single option. He/she must core of their Board’s mission. purpose of the Board is not limited to risk as the regular meeting place where encourage the presentation of alternatives identification and management. It also strategic information is shared, where or variations, and see to the quality of And indeed, the Board of directors is includes stimulating and supporting the the roadmap and growth stages are the gathered collective intelligence, to essentially the place to confront points Executive team, encouraging them to monitored and where priorities are the group dynamic. of views and make major strategic seize value-creating opportunities. decided. choices. By meeting regularly, it sets • Board meetings can be fed by the pace of the Executive team’s in-depth • To arbitrate finally, especially at key A few good practices outlined in the preparatory sessions on well-defined work and gives them the opportunity to stages or in a context of emergency or interviews: themes, or by dedicated sessions revisit the major options and orientations crisis: investment choices, budget and where additional independent experts or in a dedicated place to validate them, business plan validation, prioritization… • Setting formal Board meeting every members of the Executive team not sitting to gain the shareholders’ support or to 6 to 8 weeks, and stick with it. at the Board can be invited. An annual arbitrate in the interest of the company. In times of very strong business growth, strategic seminar can be an occasion Good Governance is therefore the result the legitimacy and added-value of the • Ensuring that enough time is devoted for the Board to organize a blue-sky of the Board fulfilling its mission: Board are essential to present a mirror to strategic options during Board session, in order to strengthen the bond and the constructive contradiction needed meetings, which should not be overtaken between the Board and the company’s • To challenge the options proposed by by entrepreneurs faced with fundamental by urgent matters, current affairs and key elements so as to foster a climate the entrepreneurs in a constructive logic questions. legal decisions. of trust and co-construction.

32 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 33 #5 EMPOWERMENT

the Board as a guarantee Supporting and helping the managing Many start-ups cite the lack of time or founders develop, but also sometimes the lack of means to anticipate human of the human resources replacing them, is central in the role resources needs, invest in training the of the Board. Convincing the founders to best talents, promote them and define required for development question themselves, to train more, even succession plans. Urgency prevails, while sometimes to bring in new complementary anticipation is actually the condition for talents on board, or in the end to step strong growth, human capital being the down in favor of a new CEO risen from first fuel of this growth. Everyone knows it, the ranks of the company or from outside, but very few actually put it into practice. Naturally, the smooth running and day-to- a good organizer to set up the proper is not an easy task. And it’s of course day management of human resources are processes when the company reaches a much better when this delicate decision Often passionate and visionary, the the Executive team’s responsibility. But the certain size. A good entrepreneur doesn’t stems from a thoughtful and respectful founder must manage to drive the team fundamental principles of the company, always have the profile or skills of a good concertation between the Board members and structure the executive team, all the the corporate culture underpinned by captain of industry, able to structure and the company’s executive founders. while staying focused on the strategy and evaluation criteria, management practices the company before deploying it on a structure of his/her mutating organization. and the quality of the Executive team are larger scale. By shying away from this key question, The qualities of the founder have to all key levers for sustainable growth. The the Board would expose the company strengthen gradually with the development Board can therefore not turn away from It’s therefore a matter of individuals as to a major risk. And yet, taking it on in a of the company, but it’s a collective it. In other words, the human capital much as of skills and experience. In other brutal or insensitive way can be a cure necessity for the whole Executive team. is clearly on the Board’s agenda, words, nothing is set in advance: some worse than the disease. even if its management depends on the founders are able to upgrade their skills Naturally, the annual performance Executives. along the way, with the help of their mentor It sometimes goes beyond the Executive review of the Executive team is a and their Board, and thus to grow with team. Many start-ups suffer from key process. It is up to the founder and This is not obvious and often creates their company; others reach their limits ill-structured or ill-supported growth, his or her governing body to be one step tensions, even though human capital at one point in the development of the where the necessary skills are not ahead and anticipate the match between can hinder growth and prevent start- company they’ve founded and they must sufficiently anticipated, especially when the company’s needs and the team’s ups from scaling-up. Many start-ups balance their ego against the interest of it comes to building up financial and proficiency. In this perspective, he or she wither or fail due to their Executive team’s the company, of its employees, of its control functions or when it comes to key, has to question the Executive team’s profile shortcomings. A good founder does not shareholders and their own shares’ value. technological and marketing resources, and its eventual need for consolidation, necessarily make for a good manager or and more generally, rare skills. anticipate the evolution of his or her

34 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 35 “Making sure to have the right CEO, at the right time, in the right place.”

role in the company and the potential Some founders remain in the company member or an external professional. It • Setting up an Nomination & succession, all critical measures for the – sometimes by handing over the reins can cover development plans and if need Compensation Committee, entrusted company’s success and perpetuation. to a leader better suited to drive the be, succession plans. to an experienced Board member, “The right CEO, at the right time in the anticipated growth –, others withdraw preferably an independent one, is right place”. An iconic entrepreneur said graciously when that time comes, and • Taking the time to talk and search a good way to objectify the debate. It “the best decision I ever took was when finally, others leave with much more for solutions in case of identified doesn’t require any extra resources and I decided to recruit and step down in difficulty. incompatibility between resources allows the Board to treat this delicate favor of a professional manager, when and needs, which can eventually involve topic in a serene and efficient way based I felt that I no longer had the necessary Here are a few best practices compiled reinforcement (such as recruiting a COO on elements prepared by the Committee. skills to make the company I created from the interviews to help reconcile to support the founder and bring structure, grow.” these seemingly contradictory issues of appointing a president other than the • In the end, at a certain stage of trust and high standards: founder, placing the founder to the development, separating the functions Anticipating and foreseeing the progressive sidelines, but still within the company, of CEO and of Chair of the Board, upscaling of the Executive team is one of • First, offering proactive and to act as COO, CTO, president, even even though the founders or the Executive the Board’s central missions, by preparing organized support to the founders: sometimes, having the founder join team might still detain the majority of for different situations: unexpected, mentoring and training programs, joining the Board and abandon his Executive the capital, is an interesting solution to provoked or fixed-term succession. an Executives club or co-development responsibilities). dedramatize these issues, for the good programs, coaching, international cultural of the company. With this in mind, the Board must help integration. • In order to get to know the Executive define the targeted profiles, identify internal team better, and not only the founder • Finally, some professional investors potential candidates by reviewing their • Regular consultation of the various or founders, the Board should have the (especially venture capital funds) have development plan, and remain open to stakeholders to assess the match opportunity to meet them during formal acquired expert resources specialized external profiles. between current talents and the meetings to present the topics they’re in in talent management to support company’s needs (be it the teams charge of, during the strategic seminar or companies in their portfolio, as well as In fact, some investors with international in general or, once the company has for specific themes and projects. Board the founders of said companies. experience estimate that around 30% of reached a certain stage of development, members should however be mindful not unicorns have gone through a change the Executive team). This annual review to get involved in the operational side of of CEO before reaching that status. can be conducted by a competent Board things by bypassing the CEO.

36 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 37 #6 DEPLOYMENT Governance as a key factor of success for international development

Our guide aims to help more French Our interviews show that the question market. But also, more importantly, to cultures, and with working experience champions bloom, and to bring out of of internationalization is too often master the conditions of a profitable model abroad. the French Tech dynamic companies raised too late or is not central before investing – often considerable – of international scope. For, if young enough in the strategy development marketing resources to conquer overseas • Becoming familiar as soon as innovative start-ups are abundant in process. Indeed, most of the time, our markets. Preparation must come in due possible with international standards France, our country lacks champions domestic market is too small to bring out time, upstream of the rolling out. compliance (IFRS, intellectual property…), who manage to deploy internationally major champions and to allow them to possibly first by relying on external skills. and reach critical size. keep growing over time. We play in an Since the Board is the place for open economy, and if our start-ups don’t anticipation, it must stimulate and • Whatever the nature of their investors This notion of deployment – which quickly come up against their competitors challenge the Executive team both on may be, including in the Board requires defining a few conditions for or foreign peers, they risk being less its ambition and its preparation. To that personalities with international the scalability of the business model to competitive. end, including in the Board – early on in experience in the business and specific fit the international market – is also at the life of the company – members with challenges of the company. the core of the Board’s attributions. Its In other words, both growth and rich international experience to coach role is to help founders and Executives competitiveness must lead start-ups the entrepreneurs, will be very useful. • Very early on in the life of the to aim for the right level of ambition and to anticipate the conditions for their company, putting the scrutiny of to implement the conditions for success. development very early on. This will Entrepreneurs who aced their development international markets and competitors often be a necessary step to become give the following advice: on the Board’s agenda – even if the This is obviously closely linked to the first a scale-up, then a unicorn. structure is not yet international – as previously-mentioned question of talents, • Recruiting profiles with international well as the study of long-term conquest but also to strategy, corporate culture, It implies the progressive construction of experience or potential, especially strategies (conditions of establishment, brand positioning, information systems… the necessary skills to initially adjust the within the Executive team: fluent in of partnership, of test, of recruitment, of business model to the intended original English, knowledgeable regarding other expatriation…).

38 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 39 “Being a Board member can’t be played by ear. Il requires proven experience without getting into the operational side of things, which #7 PERPETUATION remains the role and prerogative of the the Board’s collective Executive team.” intelligence, an invaluable asset for companies who have reached scale-up • Making sure that the number and status. The diversity of gender, but also distribution of Board members, of origins and culture, really enriches especially independent ones, is Governance is the art of decision-making by ear, it requires proven experience, a the Board. So, whether the company adequate, balanced and fitting for the size, by a collective endowed with diverse and large spectrum of skills, both functional has reached those legal thresholds or development stage, capital composition complementary skills and sensitivities. and sector-specific, but also a good not, bearing it in mind and ensuring it and challenges of the company. The Board must be a place where the knowledge of legal frameworks and the early on in the life of the company is a quality of the group exceeds the sum ability to be a team player without getting wise move. • Carrying out regular assessments of its individualities, in the service of into the operational side of things, which of the Board’s dynamics, as do listed the company’s mission and its leaders, remains the role and prerogative of the Several suggestions and practical advice companies, in order to identify and who are too often focused on day-to- Executive team. In other words, “Board were mentioned during the interviews to correct dysfunctions and to encourage day urgencies. The Board, beyond its members are made, not born”, through ensure each Board members’ commitment each Board member’s commitment and formal supervisory role, needs to be training and practice. and the Board’s good functioning: contribution. an open reflection cell, competent and free, focused on opportunities and the The quality of debates largely depends • Making Board members’ rights • Setting a term for the mandate management of risks inherent to the on the Board’s diversity, each member and duties, as well as the division and limiting renewal possibilities to allow company’s development. bringing his or her skills and point of view of roles, very clear. the Board to evolve with the company’s to the mix. In France, since January 1st development and the evolution of the The Board’s collective quality is decisive: 2020, the Copé Zimmerman law on gender • Making sure that each Board various investors. yes, it’s a question of individual expertise, balance in governing bodies applies to member has a limited number of but it’s also about the way each Board companies with over 250 employees and simultaneous mandates (for SA / limited • Ensuring that every member and member positions himself or herself to more than 50 million euros turn-over or companies, it is already fixed to 5) so as participant arrives fully prepared contribute to the dynamics of the group. a balance sheet superior or equal to this to be able to fulfill his or her mission and for each Board: exemplarity – some sum for 3 years. The Board’s diversity obligations in an efficient way, with the will call it peer pressure – proves to be The role of Board member can’t be played obligations are therefore now mandatory required availability. an efficient lever.

40 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 41 ANNEX 1 ANNEX 2 Composition of the working group Interviewed practitioners

Véronique Saubot Pierre Karpik Hans-Holger Albrecht Arnaud Creput Penny Hersher Co-chair of Partner, Kairn Strategy Lawyer, CEO, Deezer CEO, Smart AdServer Independent Board the working Consulting Gide Loyrette Nouel member for American group Guillaume Aubin Bertrand Finet innovative companies Bertrand de Talhouët Mehdi Ouchallal Co-founder and Managing Director, CEO, Créadev Co-founder and Managing Partner, Groupe FFP Ashok Krishnamurthi managing director, Alven Capital Managing Partner, François Bouvard LegalPlace Antoine Freysz GreatPoint Ventures Vice-Chairman, IFA and David Berger Founder, Kerala Non-Executive Director Louis Oudot de Legal counsel of the Xavier Lesage Moretti Dainville Tesla Board Andrew Goldner Entrepreneur Olivier Bronner Lawyer, Gide Loyrette Founder of the growth Entrepreneur, investor Nouel Pierre-Henri Benhamou fund Sébastien de Lafond and Non-Executive CEO, DBV Technologies Co-founder and CEO, Director Guillaume Peronnet Anne-Marie Graffin Meilleurs Agents North America, strategy Alain Bloch Independent Board Jean-Baptiste VP, Faurecia HEC Professor member David Layani Deroche Founder and Chairman, Consultant, Kairn Marika Puppinck Renaud Bonnet Emmanuel Grenier Onepoint Strategy Consulting Rathle Partner Lawyer, CEO, Cdiscount Spencer Stuart Jones Day Franck Lebouchard Maïlys Ferrere Benoist Grossmann CEO, Devialet Manager of Large Barbara Steinert Jean-David Managing Partner, Venture, BPI France Dumery Chamboredon Idinvest Partners Denis Lucquin Sales & Operation Founder, France Digitale Managing Partner, Eric Kalfon Europe VP, Octoly Olivier Heckmann Soffinova Partners Partner, Dayone Bruno Cremel Founder and CEO, Wild Mehdi Tahri General Partner, Partech Horses Digital Venture Co-founder, Iziwork

From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 43 Created in 2003, the French Institute of Non-Executive Brian Lee Mark Platshon Dan Serfaty Directors or IFA (for Institut Français des Administrateurs) Partner, Baker Botts Founder of the BMW VC Investor, is an independent association which supports and fund in the Silicon Valley Co-founder of Viadeo represents nearly 4,000 non-executive directors and Jérome Mazurel board members fulfilling their mission in all types of CEO, 50 Partners Philippe Pouletty Evangelos Simoudis organizations. Co-founder and Founder and Managing Frédéric Mazzella Managing Director, Partner, Synapses Taking on a consulting, informative and training role, Founder and Chairman, Truffle Capital Partners and as a promoter of good Governance, IFA endeavors BlaBlaCar to foster sustainable, growth-promoting governance Thomas Rebaud Ivan Zgomba for the common good. Michel Meyer Co-founder and CEO, Partner, Plug and Play Entrepreneur Meero Ventures, Join our network of committed non-executive directors or learn more about IFA’s action on www.ifa-asso.com Guillaume Paoli Michel de Rosen Co-founder and Chairman, Faurecia Co-president, Aramis Auto Bruno Rostand Head of innovation and Benjamin Paternot entrepreneurship, PSL Executive Director, Head University of funds investment, BPI France Franck Sebag Partner, EY Jean Peyrelevade Independent Board member

44 | From Start-ups to Unicorns: aiming for a Growth-Promoting Governance From Start-ups to Unicorns: aiming for a Growth-Promoting Governance | 45 © IFA (Institut Français des Administrateurs). All rights reserved 2021. Published on 20 January 2021

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