Estructura de gobierno corporativo

BM Digital

2 Jun 201605:18

Summary

TLDRThis video discusses the importance of solidifying corporate governance structures for small and medium-sized enterprises (SMEs) to ensure long-term sustainability. It highlights that many SMEs have a governance system in place for years but often lack a structured approach. The speaker recommends starting with a general manager and building upwards, including a board of directors for strategy definition and oversight, and an assembly of shareholders for investment evaluation. The highest level, a family or shareholder council, focuses on managing family wealth and relationships within the organization. The video emphasizes the need for professional advice to establish a sustainable business beyond the founder's capabilities.

Takeaways

🏢 The script discusses the importance of corporate governance for the sustainability of businesses, particularly small and medium-sized enterprises (SMEs).
👨‍💼 The highest level of organization often found in SMEs is the general manager, frequently the founder, and their executive team.
📈 To institutionalize a business, the organizational structure should grow upwards from the general manager, starting with the establishment of a board of directors.
🔝 The board of directors is composed of proprietary directors, representing shareholders or investors, and external directors.
🎯 The primary role of the board of directors is to define the business strategy and oversee that the executive team has the necessary talent and resources to execute it.
🤝 Above the board of directors is the shareholders' assembly, where the main participants are those who have invested capital in the organization.
💼 The shareholders' assembly is focused on evaluating the risk and performance of investments, distinct from the strategic focus of the board of directors.
👨‍👩‍👧‍👦 At the highest level of organizational structure is the family council or the council of shareholders, which manages the family's assets and relationships within the company.
👨‍🏫 For those interested in institutionalizing their business, the speaker recommends consulting with a specialist and building the organization upwards from the position of general manager.
🌳 Achieving long-term business sustainability is the ultimate goal, which goes beyond the talent of the founder and requires a properly structured governance process.

Q & A

What is the main topic discussed in the script?
-The main topic discussed in the script is the importance of establishing a strong corporate governance structure for small and medium-sized enterprises (SMEs) to ensure long-term sustainability.
What is the role of the General Manager in the corporate governance of a SME?
-In the corporate governance of a SME, the General Manager is often the founder and is responsible for the day-to-day operations and the execution of the business strategy.
What is the typical organizational structure found in SMEs according to the script?
-The typical organizational structure in SMEs includes a General Manager, executive directors, and area managers or supervisors, such as those in finance, operations, human resources, and sales.
Why is it important for a SME to build a governance structure upwards from the General Manager position?
-Building a governance structure upwards from the General Manager position is important because it allows the organization to grow and institutionalize, moving away from a sole reliance on the founder's talent and ensuring long-term sustainability.
What is the first step in constructing a governance structure for a SME?
-The first step in constructing a governance structure for a SME is to establish a Board of Directors, which is traditionally above the General Manager and is responsible for defining the company's strategy and supervising its execution.
Who are the members of the Board of Directors mentioned in the script?
-The Board of Directors is composed of proprietary directors, representatives of partners or investors, and external directors.
What is the primary objective of the Board of Directors in a SME?
-The primary objective of the Board of Directors in a SME is to define the company's strategy and supervise that the executive team has the necessary talent and resources to execute it effectively.
What is the role of the Shareholders' Assembly or Assembly of Partners in the governance structure?
-The Shareholders' Assembly or Assembly of Partners is traditionally above the Board of Directors, and its members are entities or individuals who have invested capital in the organization. Its primary role is to assess the risk and performance of the investments.
What is the highest level of governance structure discussed in the script?
-The highest level of governance structure discussed in the script is the Family Council or the Partners' Council, which focuses on managing the family's patrimony and relationships within the organization.
Why is it recommended to seek advice from a specialist when institutionalizing a SME?
-Seeking advice from a specialist is recommended to ensure that the governance structure is built correctly and in a way that supports the long-term sustainability of the business beyond the founder's tenure.
What is the common mistake that many SMEs make regarding their governance structure according to the script?
-A common mistake many SMEs make is keeping the family or the founder in the General Manager position and having investors also serve as area managers and directors, which does not lead to a proper institutionalization process.

Outlines

00:00

🏢 Corporate Governance for SMEs

The speaker discusses the importance of establishing a strong corporate governance structure to ensure the sustainability of businesses, particularly SMEs. They mention that often, SMEs have been operating with a corporate governance system in place for several years, typically led by the founder or CEO. The speaker suggests that for a business to institutionalize and grow, it must build its governance structure from the bottom up, starting with the CEO. The initial step in this process is to establish a board of directors, which is traditionally above the CEO and includes shareholders and external advisors. The board's main role is to define strategy and oversee the executive team's execution of that strategy. Above the board, there is the shareholders' assembly, which evaluates the risk and return on investments. At the highest level, there is a family council or shareholders' council, which focuses on managing family wealth and relationships within the organization. The speaker advises seeking expert advice to build this structure and emphasizes that for long-term sustainability, a business must move beyond relying solely on the founder's talent.

Mindmap

Keywords

💡Sustentabilidad

Sustentabilidad, or sustainability, refers to the ability of a business or organization to maintain its operations and growth over the long term without depleting resources or causing negative impacts on its environment. In the context of the video, the speaker emphasizes the importance of establishing a robust corporate governance structure to achieve sustainability beyond the tenure of the founding talent, ensuring the company's continued success and relevance.

💡Gobierno Corporativo

Gobierno Corporativo, or corporate governance, is the system by which companies are directed and controlled. It involves a set of processes, customs, policies, laws, and institutions affecting the way a company is directed, administered, or controlled. The video discusses the need for small and medium-sized enterprises (SMEs) to consolidate their corporate governance to ensure greater sustainability and proper management.

💡PYME

PYME stands for 'Pequeña y Mediana Empresa', which translates to Small and Medium-sized Enterprises. These are businesses that fall below a certain size threshold in terms of employees, annual turnover, or balance sheet total. The video script mentions that many SMEs have been operating with an established corporate governance structure for several years, indicating the maturity and complexity of their management systems.

💡Director General

Director General, or Chief Executive Officer (CEO), is the highest-ranking executive in an organization. The video script describes a common scenario where the CEO, often the founder, is at the top of the organizational hierarchy. The speaker suggests that for a company to institutionalize and grow sustainably, it needs to build a governance structure that extends beyond the CEO's role.

💡Consejo de Administración

Consejo de Administración, or Board of Directors, is a group of individuals elected by the shareholders to represent their interests and make decisions on their behalf. In the video, the speaker explains that as a company moves towards institutionalization, a board of directors is established above the CEO to define strategy and oversee the executive team's execution, ensuring the company's long-term success.

💡Gerentes

Gerentes, or managers, are the individuals responsible for managing specific areas or departments within a company. The video script mentions that in many SMEs, the CEO and their team of managers are at the top of the organizational structure. The speaker argues that for proper governance, the company should evolve to include a board of directors above the management team.

💡Asamblea de Socios

Asamblea de Socios, or Shareholders' Meeting, is a gathering of the shareholders of a company to discuss and vote on matters of corporate governance. The video explains that above the board of directors, there is typically a shareholders' meeting where those who have invested capital in the organization gather to evaluate the risk and performance of their investments.

💡Consejo Familiar

Consejo Familiar, or Family Council, is a governance structure used in family businesses to manage family relationships and the family's wealth within the company. The video script positions the family council at the highest level of the organizational structure in a fully institutionalized company, emphasizing the importance of managing family dynamics and assets within the business.

💡Institucionalización

Institucionalización, or institutionalization, is the process of establishing a set of rules, procedures, and structures that allow an organization to function independently of the individuals who started it. The video's central theme revolves around the importance of institutionalization for SMEs to achieve long-term sustainability by moving from a reliance on the founder's talent to a structured governance model.

💡Talento del Fundador

Talento del Fundador, or founder's talent, refers to the skills, vision, and leadership qualities that the founder of a company possesses. The video script suggests that while the founder's talent is crucial for the initial success of a business, for long-term sustainability, the company must develop a governance structure that can endure beyond the founder's involvement.

💡Estrategia de Negocio

Estrategia de Negocio, or business strategy, is a plan that outlines the goals and objectives of a company and how it intends to achieve them. In the video, the speaker mentions that the board of directors is responsible for defining the business strategy and ensuring that the executive team has the necessary talent and resources to execute it effectively.

Highlights

The necessity of solidifying corporate governance for greater sustainability in businesses.

Discussion on the common issue of long-established corporate governance in SMEs.

The challenge of transitioning from a founder-led management to a structured corporate governance.

The typical organizational structure with a general director and executive team at the top.

The concept of institutionalization and its importance for SMEs to build a management governance structure.

The initial step in building corporate governance is the formation of a board of directors above the general management.

The board of directors' role in defining strategy and overseeing the executive team's execution.

The traditional structure of having a general assembly of shareholders or stakeholders at the highest level of governance.

The shareholders' assembly's purpose to assess risk and performance of investments.

The existence of a family council or shareholders' council at the top of the institutionalization process.

The family council's focus on managing family wealth and relationships within the organization.

Recommendation for SMEs to seek advice from specialists to build a sustainable corporate governance structure.

The importance of building the corporate governance structure from the general director upwards for long-term sustainability.

The common mistake of SMEs keeping family members in top management positions, hindering institutionalization.

The criticality of moving beyond the founder's talent to achieve business sustainability.