Corporate Governance in Luxembourg

Governance is not a checklist; it is a competitive advantage. The difference between a board that merely supervises and a board that creates value lies, in my experience, in four things: diversity in individual skills, preparation, independence of mind, and the ability to build consensus with a clear focus on duty of care.

None of these can be legislated. Codes and regulation set the floor, and in Luxembourg's regulated sectors that floor is demanding. But whether a board actually improves the decisions of a company depends on the people around the table and the way they work together.

I am a firm believer in collective intelligence. An effective board is more than the sum of its members' CVs, and it is fascinating to see how different backgrounds and angles of analysis can point to solutions that even the smartest people in the room had not seen on their own.

My own contribution to that mix comes from an unusual combination: industrial engineering at ETH Zurich, finance at HEC Paris, six years inside a bank, close to a decade as a corporate finance partner at Deloitte Luxembourg, and since 2011 an independent advisory practice serving families, institutions and the Luxembourg government. It makes me comfortable with both the technical detail and the strategic picture.

A great deal of board work is financial oversight, and much of it happens in the audit committee. My skills focus on valuation, financial modelling and financial analysis. Where others satisfy themselves by applying formulas they often barely understand, I acquired deeper skills at HEC Paris, which I regularly refresh and update.

The practical value of this became clear during the 2008 crisis, when the interbank creditors of Kaupthing Bank Luxembourg mandated me to review the restructuring plan for a €1bn loan portfolio. I provided evidence of several deficits in the initial plan, which led to a revised restructuring plan and an alternative buyer for the bank. The lesson carries into every board I sit on: a director who can rebuild the numbers is a director who can ask the right question.

I enjoy thinking ahead and out of the box, anticipating a variety of scenarios and defining strategies to seize opportunities and to counter adversities. At board level this translates into a habit of asking what a decision will mean for the company two or three moves later, and into the risk committee work I have taken on in my mandates.

Governance itself is sometimes the strategic question. In a two-year project I advised Banque Raiffeisen on the complex restructuring of its cooperative network, whereby the bank absorbed its main shareholders, the Caisses Raiffeisen. The new structure preserved the cooperative spirit of the founders while saving costs and simplifying governance and regulation – a reminder that good governance design is a source of efficiency, not only of control.

I love the power of the spoken and the written word. In the boardroom, this means summarising complex matters in simple terms and conveying clear, compelling messages that the board can endorse. When discussions become complex or contentious, distilling the matter to its substance is often what allows a decision to be taken at all.

An independent director also needs the courage to voice an unpopular view when it matters, and the diplomacy to keep the boardroom collegial while doing so. I have been told that the result is a higher quality of debate: boards that make better-informed decisions, with genuine buy-in from all sides of the table.

At board level, highest integrity and personal values are essential. It is about leading by example. Ethics and sustainability have always been a true part of my culture, rather than buzzwords imposed by a marketing department.

Several of my mandates reflect this. Banque Raiffeisen is a cooperative whose profit remains within the bank, with sustainability built into its DNA. Fondation Peters is founded on the values of Human Development, Solidarity, Fellowship and Social Responsibility. Serving such organisations well requires a director who takes their purpose as seriously as their balance sheet.

In 2020 I completed INSEAD's International Directors Programme in Fontainebleau, over three sessions of three days each. It is one of the most reputable certifications for professional directors, and it gave structure to lessons I had learned in practice since my first board seat in 2014.

How these principles apply in specific sectors is described on my pages about banking board experience, investment fund board experience and family holdings. A full overview of my mandates is on my page as an independent director in Luxembourg.