You Are the Problem and You Are Also the Solution

You Are the Problem

A Simple Question… and an Unexpected Answer

In one of the governance sessions, the chairman of a major group asked me:

"What is the biggest obstacle to implementing governance?"

He was expecting a typical answer: lack of talent, employee resistance, weak systems, or implementation costs.

I told him: "Number one… you."

He was silent for a moment, visibly astonished. The answer was not meant to be provocative, nor was it a reverse compliment. It was the culmination of many years inside boardrooms, family businesses, and large conglomerates, where I watched governance being built on paper, only to stop at the door of a single office.

What Governance Is Not

Governance is not social prestige added to the group's image in front of banks and partners.

It is not a certificate hung on the wall, nor an elegant annual report distributed to shareholders.

It is not a set of policies and procedures that we write, approve in a meeting, and then put in a drawer.

All of this can be bought. You can hire the best consultant, get the finest organizational structure, and the most precise delegation of authority matrix. But no one can sell you the single thing upon which governance truly rests: commitment.

Governance is a Commitment… to Three Things

First: Relinquishing powers you used to exercise yourself. Signing off on every expense, approving every hire, and settling every conflict between managers. These are not minor details; they are habits upon which the company was built for years. Governance asks you to transfer them to the person who has become responsible for them.

Second: Not interfering in a decision that has become someone else's responsibility. Appointing a CEO and then calling the sales manager directly means you haven't really appointed anyone. You have merely added a layer between yourself and yourself. A single intervention is enough for everyone to understand that the new structure is just for show.

Third: Being held accountable just as you hold others accountable. Having your decisions presented to the board, being asked about their outcomes, and accepting that someone might tell you: "This decision was not correct." Governance that holds everyone accountable except its owner is not governance; it is management with new tools.

The Real Test

And more important than all of the above is one question:

Are you ready to commit to the rules you set yourself… even when you don't like the decision?

It is easy to respect authority matrixes when the outcome goes your way. The test begins on the day the board rejects a deal you are enthusiastic about, or the nomination committee selects someone other than your nominee, or the internal auditor recommends stopping a project you love.

At that precise moment, everyone is watching you. What you do then writes the true regulations of the company, regardless of what is written in the files.

This is where real governance begins.

Why Is This Hard for the Person in Power?

Because power to them is not a position, but a history.

Many founders and group chairmen built their companies through quick decisions made alone, and they were right in most of them. Direct intervention was the key to success at one stage, so it is natural that letting go feels like a risk.

And because the company, especially a family business, is often an extension of its owner's persona, restricting their powers feels like restricting them personally, rather than organizing the company.

That is why governance rarely fails due to a lack of knowledge or tools. It fails because the person holding power agrees with it intellectually, but resists it out of habit.

Exercising Power in a Different Way

The hardest part of implementing governance is not building the structure, nor writing the policies.

It is the willingness of those in power to exercise authority differently.

Governance does not ask you to relinquish your power, but to shift it from one place to another:

• From being the decision-maker in everything, to being the owner of the system through which every decision is made.

• From interfering in execution, to holding accountability for results through the board and its committees.

• From authority tied to your presence, to authority that remains in the company after you leave.

This is not a loss of influence. It is its highest form: building something that operates without you, and operates just as you intended.

You Are the Problem… and Also the Solution

When I told the group chairman, "Number one: you," I was not accusing him. I was telling him that the key to governance lies in his hands, not in the hands of the consultant, the employees, or the regulations.

Governance is a system. And a system does not work if the first person to break it is the one who built it.

And if the person in authority is the biggest obstacle to governance, they are also the most capable of making it a reality. It is enough for them to commit first, and everyone else will follow.

Now the question is for you:

If you were in his place… would you object to the answer, or start with yourself?