Governance and Risk Management: The Chain of Responsibilities and the Contribution of the Independent Director

Introduction

In a constantly evolving economic and regulatory environment, governance is no longer a mere formal exercise: it has become a strategic lever for creating value and trust.

Risks are not limited to operational incidents; they propagate across all levels of the organization, from shareholders to external stakeholders. Understanding this chain of risks and controls is essential to anticipate, manage, and mitigate their impact on both the company’s performance and reputation.

As an independent director, I have observed how an external and objective perspective strengthens the quality of decisions and the effectiveness of governance. My role is to identify risks that are invisible to those too close to day-to-day operations, to challenge assumptions, and to ensure alignment between strategy and internal controls.

1. Shareholders:

Defining Strategy and Risk Appetite Shareholders guide the strategy and define the risk tolerance. Their involvement influences the quality of decisions at all levels.

Examples of risks:

• Strategic choices that are overly aggressive or misaligned with the market

• Inappropriate financing or excessive reliance on debt

• Insufficient monitoring of company performance

Possible controls:

• Clear definition of risk tolerance and strategic priorities

• Investment or audit committees to oversee major decisions

• Regular and transparent reporting on results and key indicators

Contribution of the independent director:

• Provide an external perspective on strategy and risk-taking

• Identify areas where shareholders may be overly optimistic or insufficiently informed

2. Board of Directors:

Oversight and Validation The board supervises strategy and validates risk management policies. It translates shareholders’ vision into concrete decisions and ensures organizational alignment.

Examples of risks:

• Conflicts of interest or excessive influence of certain directors

• Inefficient allocation of resources or misalignment with strategy

• Lack of monitoring of critical or emerging risks

Possible controls:

• Specialized committees (audit, remuneration, risk)

• Regular evaluation of board performance and decision relevance

• Structured and transparent reporting to shareholders and stakeholders

Contribution of the independent director:

• Constructively challenge board decisions to reduce internal biases

• Ensure emerging risks are identified and proactively monitored

• Strengthen transparency and rigor in reporting

3. Managers:

Operational Oversight Managers translate strategy into concrete actions and manage risks daily. They are the central link in the chain.

Examples of risks:

• Operational errors or regulatory non-compliance

• Internal fraud or mismanagement of resources

• Failures in monitoring critical projects

Possible controls:

• Rigorous internal procedures

• Regular internal audits and structured reporting

• Ongoing training to reinforce a culture of compliance and control

Contribution of the independent director:

• Identify operational risks that internal teams may underestimate

• Propose additional controls without overcomplicating the structure

• Encourage dissemination of a shared risk management culture

4. Other Stakeholders:

Suppliers, Clients, and Regulators Interactions with the external ecosystem expose the company to new risks but also provide leverage for control and resilience.

Examples of risks:

• Critical dependence on a single supplier or partner

• Contractual disputes or regulatory non-compliance

• Impact on reputation and stakeholder trust

Possible controls:

• Clear contracts with risk-control clauses

• External audits and quality assurance

• Regulatory compliance monitoring and proactive engagement with stakeholders

Contribution of the independent director:

• Observe external relationships with impartiality

• Highlight reputational risks or overly concentrated dependencies

• Recommend mitigation measures before issues become critical

Conclusion

Effective governance relies on coordination across all levels. Each actor contributes to identifying, measuring, and controlling risks. A weakness at one level can compromise the entire chain.

As an independent director, my role is to illuminate blind spots, challenge decisions, and strengthen the risk management culture. This function directly contributes to resilience, stakeholder trust, and the long-term sustainability of the company.