Corporate Governance In Finance

I was recently reflecting with a few CEOs and Directors on a simple question: 𝗪𝗵𝘆 𝗱𝗼 𝘀𝗼𝗺𝗲 𝗕𝗼𝗮𝗿𝗱𝘀 𝗮𝗱𝗱 𝗿𝗲𝗮𝗹 𝘃𝗮𝗹𝘂𝗲, 𝘄𝗵𝗶𝗹𝗲 𝗼𝘁𝗵𝗲𝗿𝘀 𝗰𝗿𝗲𝗮𝘁𝗲 𝗻𝗼𝗶𝘀𝗲? PwC’s 2025 Board Survey found that 𝗼𝗻𝗹𝘆 𝟯𝟮% 𝗼𝗳 𝗲𝘅𝗲𝗰𝘂𝘁𝗶𝘃𝗲𝘀 𝗯𝗲𝗹𝗶𝗲𝘃𝗲 𝘁𝗵𝗲𝗶𝗿 𝗕𝗼𝗮𝗿𝗱𝘀 𝗵𝗮𝘃𝗲 𝘁𝗵𝗲 𝗿𝗶𝗴𝗵𝘁 𝗲𝘅𝗽𝗲𝗿𝘁𝗶𝘀𝗲. Very often, the difference is not the quality of the Directors alone. It is also not about adding more people or copying a textbook model. It is the way the Board is structured: Align the Board size, skills, independence and committees design with the company’s strategy, ownership model and risk profile. Here are few thoughts I would like to share: ✅ 𝗙𝗶𝘁 𝘁𝗵𝗲 𝘀𝘁𝗿𝘂𝗰𝘁𝘂𝗿𝗲 𝘁𝗼 𝘁𝗵𝗲 𝗯𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝗮𝗻𝗱 𝗼𝘄𝗻𝗲𝗿𝘀𝗵𝗶𝗽 𝗺𝗼𝗱𝗲𝗹   • Do not build a Board made only of shareholder representatives and executive Directors   • Add Independent Directors and create the right balance across the different categories   • Independence must create value through challenge, judgment and objectivity ✅ 𝗗𝗲𝗳𝗶𝗻𝗲 𝗰𝗹𝗲𝗮𝗿 𝗿𝗼𝗹𝗲𝘀, 𝘁𝗵𝗲 𝗿𝗶𝗴𝗵𝘁 𝘀𝗶𝘇𝗲 𝗮𝗻𝗱 𝘁𝗵𝗲 𝗿𝗶𝗴𝗵𝘁 𝘀𝗸𝗶𝗹𝗹𝘀 𝗺𝗶𝘅   • Separate clearly the roles of the Chair, CEO and Committees to avoid overlap and confusion   • A Board that it too small can limit diversity of thinking. Too large can slow discussion and decision-making   • Build the Board around the capabilities the business needs now, not the ones it needed five years ago ✅ 𝗦𝘂𝗽𝗽𝗼𝗿𝘁 𝘁𝗵𝗲 𝗕𝗼𝗮𝗿𝗱 𝘄𝗶𝘁𝗵 𝘁𝗵𝗲 𝗿𝗶𝗴𝗵𝘁 𝗖𝗼𝗺𝗺𝗶𝘁𝘁𝗲𝗲𝘀   • Boards today face too many topics and challenges for everything to sit at Board level   • For some companies, Audit, NRC and Risk may be enough   • Others may need added focus on technology, AI, cyber, transformation or M&A ✅ 𝗨𝘀𝗲 𝗮 𝗿𝗶𝗴𝗼𝗿𝗼𝘂𝘀 𝗽𝗿𝗼𝗰𝗲𝘀𝘀 𝘁𝗼 𝘀𝗲𝗹𝗲𝗰𝘁 𝘁𝗵𝗲 𝗿𝗶𝗴𝗵𝘁 𝗗𝗶𝗿𝗲𝗰𝘁𝗼𝗿𝘀   • It takes much longer to assess a Director than a CEO because interaction is less frequent   • Invest the time to assess capability, style, availability and genuine motivation to add value   • Get professional support to screen many potential candidates thoroughly The key lesson? A Board structure is effective when it helps the Board spend more time on judgment, strategy and value creation. 💡 𝗜𝗳 𝘆𝗼𝘂 𝗿𝗲𝗱𝗲𝘀𝗶𝗴𝗻𝗲𝗱 𝘆𝗼𝘂𝗿 𝗕𝗼𝗮𝗿𝗱 𝘀𝘁𝗿𝘂𝗰𝘁𝘂𝗿𝗲 𝘁𝗼𝗱𝗮𝘆, 𝘄𝗵𝗮𝘁 𝘄𝗼𝘂𝗹𝗱 𝘆𝗼𝘂 𝗰𝗵𝗮𝗻𝗴𝗲? #BoardDirectors #CorporateGovernance #Leadership #BoardEffectiveness #Strategy

If I had to rebuild a nonprofit board from scratch today, I wouldn’t start with donations, instead I would start with: Decisions. Because most boards aren’t underperforming due to lack of funding. They’re underperforming due to lack of firepower. Here’s exactly how I’d build a board that acts more like a founding team: 1. Recruit for wisdom, not wallets Stop saying: “We need help fundraising.” Start saying: “We’re assembling a strategy team to scale [your mission].” You’ll attract operators, not spectators. Mission-obsessed thinkers instead of passive check-writers. 2. Treat them like co-founders, not cheerleaders Forget the tired “give, get, or get off.” Do this instead: • Assign 90-day micro-committees • Match board seats to real functions (finance, policy, partnerships, etc.) • Give them a problem to solve, not a deck to watch People join boards to build. Not just vote. 3. Build range, not just representation Diversity isn’t only about background. It’s also about capability. Your dream board includes: • A CFO who’s saved a company from collapse • A founder who’s scaled under pressure • A comms expert who can turn your work into headlines • A policy insider who’s worked the system from the inside That’s how you make your board crisis-proof. 4. No more status updates Board meetings should feel like war rooms, not weather reports. • Send a pre-read • Ask one bold question: “What’s blocking our growth this quarter?” • Leave with actions, not applause People thrive when they’re pushed to think, not just sit. 5. They don’t need to raise money. They need to open doors If your plan is “ask their friends for $500”… you don’t have a plan. Instead: • Train them to broker strategic intros • Have them host private briefings • Leverage their name in the room • Get them active on LinkedIn Smart boards don’t just support your work. They scale it. 6. Culture over bylaws The best boards run on: • Candor over comfort • Curiosity over control • Momentum over perfection You can’t build a high-impact board on politeness and PowerPoints. In 2025, a board should feel less like a committee. And more like a startup team. Not a group of donors. A circle of builders. Comment “Board” and I’ll send you a free resource to help you build one. With purpose and impact, Mario

🌍✨ Diving into the world of #sustainabilitymanagement, one study at a time. Join me as I explore interesting research by brilliant minds, uncovering insights that could shape our future. 🌱🔍 Today: "The Effects of Mandatory ESG Disclosure Around the World", published recently in the Journal of Accounting Research (see DOI at the end). Governments around the world are increasingly requiring companies to disclose their environmental, social, and governance (ESG) activities. But do these regulations lead to meaningful change? A new global study examines the impact of mandatory ESG reporting and reveals important insights. The study finds that when companies are required to disclose ESG efforts, investors gain clearer insights, reducing uncertainty and improving stock market liquidity. This means shares can be bought and sold more easily, making markets more stable. Regulations are most effective when enforced by government institutions rather than stock exchanges. Additionally, requiring full compliance rather than allowing companies to simply explain why they do not comply results in better outcomes. The impact of mandatory ESG reporting is most significant in countries where corporate transparency was previously weak. This suggests that regulation can help create a more level playing field for investors and stakeholders. For investors, companies with strong and transparent ESG practices are likely to be more stable and trustworthy. Policymakers should ensure that ESG regulations are not just implemented but also properly enforced. Consumers and stakeholders can play a role by demanding transparency and holding companies accountable. As ESG considerations become central to investment and business strategy, mandatory disclosure may be a key step toward more responsible and sustainable corporate practices. These findings are particularly relevant in light of the current backlash against the European Corporate Sustainability Reporting Directive (CSRD). As debates continue over the burden of ESG reporting requirements, this study provides evidence that well-enforced disclosure rules can enhance market transparency, reduce investment risks, and create more stable financial markets, countering arguments that such regulations are merely bureaucratic obstacles. Congratulations to Philipp Krueger, Zacharias Sautner, Dragon Yongjun Tang 汤勇军, and @Rui Zhong for this inspiring work! The picture shows the title page of the article (DOI: 10.1111/1475-679X.12548)

Cambridge Centre for Alternative Finance, Cambridge Judge Business School - The Next Frontier in Digital Asset Market Infrastructure: Lessons from Digital Public Infrastructure (DPI) - The latest report from CCAF maps the global transformation of market infrastructure through the lens of DPI — from real-time payments to digital IDs and consent-based data sharing. - The implications for the future of digital assets and tokenized finance are massive. Five Insights on the Infrastructure Shaping Digital Markets: 1. DPI Meets Traditional Financial Market Infrastructure (FMI) - DPI like India’s UPI and Brazil’s Pix are converging with FMIs such as RTGS and clearing houses — redefining how value moves in a digital economy. - The ability for non-banks to directly settle in central bank money, as seen in Brazil’s Pix, shows how market rails are opening up. 2. Modular & Open-Source Infrastructure as a Competitive Edge - Open APIs, modular infrastructure, and consent-based data sharing create composable financial ecosystems. - Think of it like Lego blocks for finance — enabling fintechs, banks, and DeFi protocols to build faster, more tailored solutions, but governance and interoperability will be key to prevent fragmentation. 3. Emerging Markets Are Proving Grounds for Infrastructure Innovation - With 113 jurisdictions deploying at least one DPI pillar, emerging markets like India and Brazil are setting global precedents. - For example, India’s UPI processes over 17 billion transactions monthly, outpacing even Visa and Mastercard domestically 4. Regulatory Coordination is Lagging Infrastructure Development - The report warns of a regulatory "knowledge gap" — the pace of market infrastructure innovation is outstripping regulators' capacity to oversee risks like data misuse, concentration, and exclusion. - Coordinated, cross-border regulatory frameworks will be critical as DPI and tokenised markets mature. 5. DPI as a Catalyst for Tokenisation and Digital Assets - By embedding digital identity, instant payments, and secure data sharing, DPI creates the foundation for broader adoption of tokenised assets, programmable finance, and embedded financial services. - Without such infrastructure, digital asset markets remain siloed and friction-laden. Real-World Parallel - In tokenisation, the European Union’s DLT Pilot Regime is laying new rails for trading digital securities — but it’s jurisdictions with mature DPI that will have a competitive advantage in scaling these markets. So What? - For digital asset innovators, policymakers, and financial institutions: DPI is not just about financial inclusion — it’s the infrastructure layer for the future of digital markets. - The race is on to build, govern, and standardise this infrastructure globally — those who lead will define the next era of finance. Great work Pavle Avramović, Sanya Juneja, Yue Wu, krishnamurthy S and Bryan Zhang

Serving on a nonprofit board is more than a title or an occasional meeting. It is an active leadership role with real responsibility and real impact. Effective nonprofit boards understand and embrace a core set of responsibilities that guide their work and protect the organization’s mission. Establish the organization’s vision, mission, and purpose Board members are stewards of why the organization exists and where it is going. This responsibility anchors strategy, priorities, and decision making. Select, support, and review the chief executive Hiring the right leader and supporting their success is one of the board’s most critical duties. Clear expectations, partnership, and regular evaluation matter. Support organizational planning Boards help shape direction by engaging in strategic planning and ensuring the organization is positioned for long term sustainability and impact. Monitor and manage financial resources Board members provide oversight of budgets, audits, investments, and financial policies to ensure responsible stewardship of resources and long term viability. Serve on committees Committees allow board members to go deeper on key areas of governance and contribute their expertise more effectively between full board meetings. Recruit new board members Boards are responsible for their own strength and composition. Thoughtful recruitment ensures the right mix of skills, perspectives, and lived experience. Give and generate financial resources Board members lead by example through personal giving and by helping connect the organization to philanthropic support and community resources. Spread the word about the organization Boards serve as ambassadors, sharing the mission, impact, and value of the organization within their personal and professional networks. Attend board and committee meetings Presence matters. Preparation, participation, and accountability are essential to effective governance. Ensure legal compliance Boards ensure the organization follows applicable laws and regulations, adheres to its governing documents, and remains faithful to its mission. Be free of conflicts of interest Board members must act in the best interest of the organization at all times, disclose potential conflicts, and avoid decisions that benefit personal or outside interests. When boards take these responsibilities seriously, nonprofits are stronger, more credible, and better positioned to serve their communities. Great boards do not manage the organization. They govern it with care, commitment, and accountability. The Five Tool Fundraiser Fulcrum Nonprofit Leadership (Fulcrum) AltruList

What does the 𝗺𝗼𝗱𝗲𝗿𝗻 𝗳𝗶𝗻𝗮𝗻𝗰𝗲 𝗹𝗲𝗮𝗱𝗲𝗿𝘀𝗵𝗶𝗽 𝘁𝗲𝗮𝗺 actually look like? Most people still imagine finance as a single function focused on accounting and reporting. In reality, the finance organization today is a 𝘁𝗲𝗮𝗺 𝗼𝗳 𝘀𝗽𝗲𝗰𝗶𝗮𝗹𝗶𝘇𝗲𝗱 𝗹𝗲𝗮𝗱𝗲𝗿𝘀, each responsible for a critical part of the company’s financial performance. At the center sits the 𝗖𝗙𝗢, responsible for financial oversight, strategic planning, resource allocation, risk management, and compliance. Supporting the CFO is a leadership team typically covering areas such as: • 𝗖𝗼𝗻𝘁𝗿𝗼𝗹𝗹𝗶𝗻𝗴 – financial reporting, policies, internal controls, and cost management • 𝗔𝗰𝗰𝗼𝘂𝗻𝘁𝗶𝗻𝗴 – general ledger oversight, financial close, and regulatory compliance • 𝗙𝗣&𝗔 – forecasting, scenario analysis, and strategic decision support • 𝗧𝗿𝗲𝗮𝘀𝘂𝗿𝘆 – cash management, funding, investments, and financial risk • 𝗧𝗮𝘅 – tax compliance, strategy, and advisory • 𝗜𝗻𝘃𝗲𝘀𝘁𝗼𝗿 𝗥𝗲𝗹𝗮𝘁𝗶𝗼𝗻𝘀 – communication with investors and financial markets • 𝗦𝗵𝗮𝗿𝗲𝗱 𝗦𝗲𝗿𝘃𝗶𝗰𝗲𝘀 – efficient delivery of finance operations • 𝗕𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝗙𝗶𝗻𝗮𝗻𝗰𝗲 – partnering with the business on performance and decisions Each of these areas plays a different role. But the real impact comes when they work 𝗮𝘀 𝗼𝗻𝗲 𝗶𝗻𝘁𝗲𝗴𝗿𝗮𝘁𝗲𝗱 𝗳𝗶𝗻𝗮𝗻𝗰𝗲 𝗳𝘂𝗻𝗰𝘁𝗶𝗼𝗻. Treasury secures financial resilience. FP&A provides forward-looking insight. Accounting ensures trust in the numbers. Business finance helps leaders make better decisions. Together, they enable the CFO to focus on what matters most: 𝗗𝗿𝗶𝘃𝗶𝗻𝗴 𝗽𝗲𝗿𝗳𝗼𝗿𝗺𝗮𝗻𝗰𝗲 𝗮𝗻𝗱 𝗰𝗿𝗲𝗮𝘁𝗶𝗻𝗴 𝗹𝗼𝗻𝗴-𝘁𝗲𝗿𝗺 𝘃𝗮𝗹𝘂𝗲. How is your finance leadership team structured today?

Corporate boards are under pressure from investors, regulators and markets to align with evolving disclosure requirements and rising expectations around managing climate and nature-related risks. Traditional governance focused on short-term shareholder returns is no longer appropriate in today’s context. The 𝗙𝘂𝘁𝘂𝗿𝗲 𝗼𝗳 𝗕𝗼𝗮𝗿𝗱𝘀 research by the Cambridge Institute for Sustainability Leadership (CISL), in collaboration with the global law firm DLA Piper, explores how boards can adapt to this changing landscape, not just for compliance, but to lead. Key Questions 🔹 What global legal and governance trends are reshaping boardroom expectations? 🔹How well do these trends align with a sustainable future? 🔹What practical implications do they have for how boards operate? The research identifies: 💡 7 legal trends directly linked to sustainability 💡 3 “big picture” shifts in board governance 💡 12 emerging practices shaping the future of boards What really sets companies apart is how they approach sustainability. Some still operate in a business-as-usual way, focused mainly on short-term returns. Others are starting to take a longer view, recognising that lasting value depends on respecting environmental and social limits. The most forward-looking boards go further, they put purpose at the centre, seeing profit as a means to achieve it, not the end goal. Moving from short-term thinking to a purpose-driven model is not just an adjustment, it’s a leadership challenge that requires boards, investors and policymakers to step up. 📄 This report is the last in a series of four of “The Future of Boards”: 🔗 https://lnkd.in/d_wyen9c Attached are 20 pivotal questions boards can use to guide discussion and strengthen their readiness for a sustainable future. #sustainability #governance #climateaction

Most board chairs don't know their real job. Many think that a board chair is the CEO's boss. Wrong. The CEO answers to the entire board, not to any single director. The chair can't issue instructions or override board decisions on their own. Authority lives in the board, not in one person. I have seen many board chairs act like a second CEO. So what's the chair's actual job? Three essential responsibilities: 1. Run effective board processes Partner with the CEO on meeting agendas, make sure directors receive quality information early, and create space for real debate. Manage time so critical topics get proper attention. 2. Anchor strategic direction Collaborate with directors and executives to shape long-term priorities. Keep the board focused on future value creation, not just quarterly results. 3. Strengthen board capability Design onboarding for incoming directors, lead performance reviews, select committee leadership, and address capability gaps. The chair also manages the board-management interface. They guide CEO performance reviews, lead compensation discussions, and oversee CEO succession readiness. But here's what matters most: the chair must balance support with independence to enable genuine information flow to the board. Combining CEO and chair roles in one person weakens oversight. That's why governance standards now push hard for separation. Clear boundaries don't prevent conflict, but they help. Boundary violations can cause a CEO to lose authority. Here's what happens and how to respond. Information flow gets restricted. The CEO curates what the board sees, and the chair can't lead meaningful discussions on emerging risks. Fix this by establishing explicit expectations about what information reaches directors and when. Boundaries blur in practice. A chair starts offering operational advice the CEO didn't ask for. Or the CEO commits to a major initiative before board review. Fix this by documenting who decides what, and using boundary violations as teaching moments. Trust erodes over time. The chair becomes skeptical of everything. The CEO withdraws and stops flagging problems early. Small irritations compound into serious dysfunction. Fix this by scheduling regular one-on-one conversations outside formal meetings where both can raise concerns directly. If these fixes fail, escalate to the governance committee or bring in the lead independent director. The best chair-CEO relationships expect friction and deal with it immediately through honest dialogue. Strong governance depends on clear role definition. The CEO drives execution and runs the business. The chair leads the board and shapes governance quality. If problems are not addressed early, board meetings can become dialogues between the chair and the CEO. Other directors will be unable to contribute. Success in governance comes from knowing your lane, respecting the other person's authority, and staying aligned on what the organisation needs long-term.

The Chocolate Finance fiasco should worry all startups that don’t have a comms team. Now, first, let’s be clear. A Comms executive is not a Marketing executive. They may sit under the same umbrella of Marketing but their roles couldn’t be more different. A Comms executive job is to shape narratives, manage crises, and maintain trust with stakeholders—investors, media, customers, and employees. Their job is in anticipating risks, controlling messaging, and ensuring the company’s reputation remains intact, especially when things go south. A Marketing executive, on the other hand, is focused on growth—driving sales, acquiring customers, and building brand awareness. They craft campaigns, optimise conversions, and push engagement. The difference is seen when a crisis like Chocolate Finance happens. Marketing asks, “How do we spin this?” Comms asks, “How do we contain this?” I’ve interviewed many CEOs and spoken to many business leaders. Some new, green, and accidental. Some stalwarts, veteran, and planned. Unfortunately, the lack of foresight in hiring a Comms executive is experience-agnostic. For a lot of these CEOs, their focus is on the product. So they hire engineers. They hire product teams. They hire Sales leads. Is it complacency or poor foreboding? I’m not sure. But I understand—I do. Still, that doesn’t explain the many panicked messages I get from CEOs asking me how they can comms their way out of a crisis. I do offer advice, for sure, but I should reiterate here that reputation management cannot be an afterthought. It is not something to deal with when a crisis happens. By then it’s too late to get anyone on your side. Because the terrible truth is that when your company is under duress, you tend to lose all sense of reason. Each media attack and every hurtful comment becomes personal. Suddenly it’s just you against the world. Suddenly nothing makes sense. Suddenly “For what, all this?”. And then your first response is to fight. To be defensive. To throw a tantrum. To lash out. The alternative is even worse—take flight. You stay quiet and keep your head down hoping it all goes away when you wake up in two weeks. It perhaps would but what is left in its wake is a city in rubble. A city nonetheless. But one that is in ruins. So do this. If your concern is budget, keep a freelance communication expert on retainer and utilise their services for the occasional interview here or the podcast episode there. Or when either is not scheduled, use the time to craft messaging and structures that you can reach for in duress. Too many startups think comms is a luxury, an optional hire, a nice to have after engineering, product, and sales are sorted. It’s not. It is in fact the difference between a company that weathers a storm and one that drowns in it. And as a journalist, I can assure you that the latter always makes for better fodder.

Founders think investors say no because of the pitch. Most of the time, it’s governance. Here’s a real (anonymised) example. A Singaporean founder came to me frustrated... Strong product. Real traction. Warm investor conversations. Then… silence. They assumed: “The market’s tough.” “VCs are just slow right now.” “We probably need a better deck.” We didn’t touch the deck. Instead, we looked at governance and compliance signals, the things investors clock instinctively, even if they never say them out loud. Here’s what we found: • A messy cap table with historic promises that weren’t documented • Founder expenses mixed through the company account • No clear reporting cadence - numbers existed, but weren’t owned • Contracts scattered across inboxes and Google Drive • No obvious decision-making rhythm None of this made the business “bad”. But to an investor, it quietly screamed: “Risk I don’t want to explain to my IC.” So we fixed that first. Not with lawyers or bureaucracy. With clarity. We cleaned up the structure, documented decisions, simplified reporting, and installed a basic governance rhythm that showed the founder was in control - not improvising. Result? Same business. Same traction. Same market. Very different investor conversations. Because investors don’t just fund upside. They underwrite risk. And governance is one of the fastest ways they decide whether you’re fundable - or politely pass. Funding a business isn't just about the numbers. Investors will also take a cold hard look at HOW the business is run. If investor conversations keep stalling, ask yourself this before rewriting the pitch: 👉 Would an outsider trust how this business is run? That’s the real test. — I’m building more around this idea - not “how to pitch investors”, but how to remove the reasons they hesitate in the first place. If you’re a founder dealing with stalled conversations, DM me INVESTOR READY. No hype. No promises. Just clarity. #fundraising #investorreadiness #startupfounder #founders #businessgrowth #capitalraising #venturecapital #angelinvesting #governance #captable #duediligence #startupstrategy #scalingbusiness #businessadvisory #leadership