Board governance lessons from a founder and banking group

For much of my career as an entrepreneur, I sat on the boards of companies I had founded myself or in which I was one of the main shareholders. So I knew boards. At least, I thought I did.

Then the context changed. When Société Générale became PayXpert’s majority shareholder, I remained the operational leader while continuing to sit on the boards of several group companies in the United Kingdom and Spain. For the first time, I was no longer the controlling shareholder.

Several directors around the table did not come from PayXpert’s entrepreneurial story. They brought their own experience, built within a major banking group, in payments, retail banking, finance or the leadership of regulated financial companies.

This shift taught me a great deal. Not only about governance, but also about how the same company can be seen in radically different ways depending on where you observe it from.

When you are founder, majority shareholder and CEO, the roles tend to overlap. You know the customers. You know the teams. You know the products. You know why certain decisions were made three years earlier. You remember what failed and what was tried before reaching today’s solution.

Much of the information is implicit. It lives in the company’s history and in the minds of the people who built it. The board is then often very close to operations.

When an external majority shareholder comes in, that mechanism changes. Directors must be able to understand the company without living inside it every day. Decisions therefore have to be explained, documented and put into context far more.

Why invest in this product? Why hire this person? Why accept this level of spending now? Why is this customer strategic? Why take this risk? Why not simply wait?

These questions can seem obvious to someone who lives the subject every day. They are much less obvious to someone who must decide on the basis of a board pack received a few days earlier. I discovered how useful that distance can be. It forces you to state clearly what you thought you understood intuitively.

One of the first lessons was preparation. In an entrepreneurial company, discussions often start with an idea that is not yet fully structured. We talk. We debate. We build the answer step by step.

In a more institutional governance environment, the quality of a decision depends largely on the quality of the information prepared beforehand. A board should not discover a subject during the meeting. It should arrive already understanding the context, the decision requested, the options, the financial implications, the risks, the regulatory constraints and the consequences of doing nothing.

This profoundly changes the way you work. The meeting is no longer just where information is presented. It becomes the place where decisions are made. And the more complex the subjects, the more this discipline of preparation matters.

The difference is even sharper on the board of a regulated payment institution. PayXpert Spain is supervised by the Bank of Spain. This means the board does not deal only with business development, products, hiring or financial results.

Risk and compliance hold a structural place in governance. Reporting is different. So are responsibilities. You have to review compliance indicators, operational risks, AML frameworks, governance, controls, security, incidents, business continuity and interactions with the regulator.

In an unregulated company some of these topics obviously exist. But they are generally not addressed with the same degree of formality, nor with the same personal responsibilities for directors. It is another form of rigour, and it changes how you look at the company.

An excellent commercial opportunity can become a bad decision if its risks are not under control. Conversely, an excessively cautious organisation can end up making any growth impossible. Governance is precisely the search for that balance.

One of the most enriching aspects of this experience was sitting with people whose careers were very different from mine. Some directors came from very senior roles in Société Générale’s retail bank. Others from payments. Others had led regulated financial institutions or major subsidiaries of the Group.

We could look at exactly the same subject and see something entirely different. Looking at a product project, I might see a commercial differentiation opportunity three years out. Someone else would immediately see its impact on the next twelve months’ P&L. A risk specialist might spot an exposure the sales team had not fully considered. A leader from a much larger organisation might raise a governance or scalability question. A payments expert might challenge a market assumption.

These differences of perception do not necessarily make decisions simpler. But they can make them better. That is probably one of the main reasons a board exists: to prevent a company from being seen only through the eyes of those who run it day to day.

This diversity naturally creates tension, and that tension is not necessarily negative. An entrepreneur tends to look at what the company could become. A shareholder representative may focus more on what it costs today. Product looks at differentiation. Finance looks at return on investment. Sales looks at market potential. Risk looks at what could go wrong.

The board’s role is precisely to organise these perspectives. But in some contexts one priority can override the others. When the shareholder imposes strong financial discipline and loss reduction, the board’s lens naturally shifts. Investments are scrutinised more severely. So is hiring. Payback horizons shorten.

Projects that could be strategically interesting in the medium term become harder to defend if their immediate financial contribution is limited. I found this tension particularly interesting in payments.

Payments are a paradoxical business. For a merchant they are absolutely critical: no payment, no sale. Yet when they work properly, payments become almost invisible.

Seen from a large financial institution, some parts of payments can easily be regarded as infrastructure or a commodity. Margins are under pressure. Incumbents are numerous. Regulatory and technology investments are significant. Competition from large international players is fierce. This can lead to a perfectly rational conclusion: cut costs, standardise and optimise what exists.

For a much smaller player, however, that logic is a problem. A small player will never win a battle against the biggest simply by being cheaper. It has to be different. More agile. More specialised. More relevant for specific use cases. That means investing in products, integrations or features that precisely prevent it from becoming a commodity.

This is where an interesting governance dilemma appears: how do you reconcile a legitimate demand for financial discipline with the equally legitimate need to invest in future differentiation? There is no universal answer. But it is probably one of the most important strategic questions a board can ask.

A product investment can be hard to defend in a twelve-month P&L, yet its value may become obvious three years later. A senior hire can immediately worsen costs while aiming to generate future revenue. A certification can absorb significant resources before becoming a barrier to entry. New infrastructure can look oversized until the day it lets you sign a customer you could never have served before.

Conversely, entrepreneurs can also use the word “strategic” too easily to justify investments whose profitability remains hypothetical. So the board must ask a hard question: is this truly an investment in the future, or simply an expense we find intellectually appealing?

I learned to appreciate that question. Even when it is uncomfortable.

When you control your company, a strong conviction can sometimes be enough to decide. When you report to a board representing another shareholder, that no longer works. You have to demonstrate. Quantify. Compare. Explain the alternatives. Assess the risk of acting and the risk of not acting.

This discipline sometimes improves the decision considerably. It can even reveal that the initial intuition was wrong. But when you remain convinced, it also forces you to build a much stronger case.

This change taught me something important: being right on substance is not enough. You must be able to make your reasoning understandable to someone who shares neither your history nor your assumptions. It is a different leadership skill, and an extremely useful one.

A good board is not a rubber stamp. If it systematically approves every management recommendation, its value becomes limited. But disagreement has to be organised.

You must be able to challenge a CEO without taking their place. Management must be able to defend a conviction without treating every question as a challenge to its authority. You must distinguish decisions that belong to management from those that truly require board intervention. It is a delicate balance.

I experienced situations where discussions were difficult. But in hindsight, the most useful ones were not necessarily those where everyone agreed. They were often the ones that forced us to make our assumptions explicit.

Why do we believe this? What makes us think this market exists? What happens if we are wrong? How much are we willing to invest to find out? At what point will we decide to stop? These are excellent questions. In an entrepreneurial company, they are sometimes only asked after the money has been spent.

Leaders are naturally drawn to opportunities. The board must also look at fragilities: cash, losses, revenue concentration, technology dependencies, regulatory risks, incidents, key people and adverse scenarios.

It is not always the most pleasant part of a meeting. But it is probably one of the most important, particularly in a regulated company.

A director’s mission is not only to support growth. It is also to make sure the company can absorb the consequences when things do not go as planned.

These years of governance in an environment very different from what I had known before changed the way I lead. I remain deeply an entrepreneur. I still believe in intuition, speed, innovation and the need to take risks.

But I now place much more value on formalisation. On preparation. On metrics. On risk management. On alternative scenarios. On the quality of reporting. And above all on the ability to challenge a decision before it becomes irreversible.

I also understood that board diversity is not measured only by visible criteria. It also comes from the diversity of professional experience. Bringing together an entrepreneur, a banker, a finance expert, a risk specialist, the head of a regulated company and a product expert can be extremely powerful. Provided everyone accepts that their own viewpoint represents only part of reality.

This is probably the distinction I value most. Management must make the company work. The board must help ensure it is heading in the right direction, with an acceptable level of risk and resources consistent with its ambitions.

When these two roles merge, governance becomes ineffective. When the board is too far from the business, it can become theoretical. When it goes too deep into operations, it can prevent management from doing its job. Finding the right distance is probably one of the hardest exercises in governance.

I have been fortunate to know two very different environments. That of the entrepreneur who controls the company, moves fast and often builds while learning along the way. And that of institutional governance, with experienced directors, far more formal processes, a regulated environment and strong financial discipline.

I do not believe one is superior to the other. Rather, they correct each other’s weaknesses. Entrepreneurship reminds us that a company that takes no risks usually ends up standing still. Institutional governance reminds us that a company that does not control its risks can disappear long before its vision is realised.

Between the two probably lies the right balance: enough ambition to build the future, enough discipline to survive until then, and enough different perspectives around the table to know when to question your own certainties.