Five Principles for Building Effective and Legitimate Boards

As geopolitical uncertainty, technological disruption and growing regulatory expectations continue to reshape the business environment, French boards must rethink how they are composed and operate to meet the demands of a global, digital economy.

Governance expert, Nathalie Kestener, member of the Sciences Po Circle of Directors and instructor on the Board Director Certificate programme, outlines five principles for strengthening the legitimacy and effectiveness of boards in a complex, global economy.

Prioritise Hybrid Board Appointments

ESG requirements, competitive pressure and rapid technological change have made informal or purely relational board appointments increasingly inadequate. Board composition must now be explicitly aligned with strategic priorities.

Air France provides a relevant example through the appointment of a luxury sector specialist to reinforce its premium customer strategy. By combining directors from diverse professional backgrounds with independent board members free from shareholder influence, organisations strengthen their capacity for informed, long-term decision-making.

However, diversity of profiles is not sufficient on its own. The effectiveness of the board depends equally on the chair’s ability to structure debate, manage divergence and ensure that differing perspectives contribute to collective intelligence rather than fragmentation.

Separate Leadership Roles to Clarify Responsibilities

As boards become more diverse and more demanding in terms of oversight, governance structures must evolve accordingly. France remains one of the few countries where the roles of Chair and Chief Executive Officer are frequently combined. While this model can offer responsiveness in times of crisis, it becomes less effective in complex, long-term governance environments.

When roles are combined, there is a risk that boards become overly operational and lose focus on strategic oversight. By contrast, more widely adopted international models establish a clearer separation between governance and execution.

In this configuration, the board and its Chair focus on long-term strategy, oversight and risk management, while the executive committee, led by the Chief Executive Officer, is responsible for implementation. The result is governance that is both more transparent and more responsive.

Embed Gender Balance into Governance

Gender balance is no longer a matter of compliance alone; it is a structural driver of board effectiveness. Research consistently shows that more diverse boards are better at anticipating risk, challenging assumptions and improving the quality of strategic debate.

Despite progress across Europe, disparities persist - particularly at executive level and in key committee leadership roles. Achieving meaningful progress requires moving beyond numerical targets towards a systemic approach to talent identification and development. This includes strengthening succession pipelines, rethinking criteria for board readiness, and ensuring that nomination committees actively counteract unconscious bias.

A balanced board is not only more representative of society; it is more resilient and better equipped to operate in uncertain and rapidly evolving environments.

« Modern corporate governance is no longer built on legacy, but shaped by the strategic challenges of the future. »

Nathalie Kestener

Commit to Continuous Professional Development

The growing complexity of corporate governance requires directors to engage in ongoing professional development. Regulatory frameworks, ESG expectations, cybersecurity risks and technological transformation are evolving at a pace that renders static expertise insufficient.

Leading boards are increasingly integrating structured development programmes into their governance model. This may include regular strategic seminars, engagement with external experts, peer-learning sessions, and dedicated training on emerging issues such as artificial intelligence and climate risk.

In this context, institutions such as Sciences Po Executive Education, in partnership with leading professional organisations, play a central role in supporting directors in strengthening both their technical knowledge and their capacity for collective strategic reasoning.

Govern Artificial Intelligence with Strategic and Ethical Discipline

Artificial intelligence is already transforming decision-making processes, risk management frameworks and operational efficiency. For boards, the central question is no longer whether to adopt AI, but how to ensure it is governed responsibly and effectively.

Effective oversight requires a clear understanding of both the opportunities and the risks associated with AI, including transparency, data integrity, algorithmic bias and regulatory compliance. Boards must ensure that AI systems are aligned with the organisation’s values and long-term strategic objectives.

This responsibility cannot be delegated entirely to technical teams. Directors must develop sufficient literacy to critically assess AI-driven insights and challenge their integration into decision-making processes. Clear governance frameworks that cover accountability, auditability and ethical safeguards are becoming a core component of board effectiveness.

Boards that combine technological understanding with strong ethical oversight will be best positioned to leverage AI as a strategic asset rather than a source of unmanaged risk.