Governance is primarily a power game, and there is a need to have a certain number of independent directors within a supervisory or management board. What is an independent director? It is a board member free of interests who contributes, through their expertise and freedom of judgment, to the Board's ability to carry out its missions. To be considered independent, the board member must not be in a situation likely to impair their independence of judgment or place them in a real or potential conflict of interest. The Afep-Medef Code specifies that "an independent director should not only be understood as a non-executive director, meaning one who does not hold any management position within the company or its group, but also as someone devoid of specific interest ties (significant shareholder, employee, or otherwise) with them."

An independent director brings to the company a different perspective, enriched by their own experiences. They contribute to renewing the leaders' analysis by considering the company's issues from another angle.

The independent director is thus somewhat the guardian of the company's interest and all the stakeholders participating in value creation. They provide a fresh opinion and a detached view of the strategy implemented by the board of directors and its leaders.

Finally, it is important to understand that the role of an independent director requires competence and experience. Therefore, TIDO also offers training in terms of knowledge and posture.

The role of a director cannot be overlooked in a board of directors (or strategic committee), which should go beyond being a rubber-stamp body to defend the interests of all shareholders and, more broadly, the interests of the company and its stakeholders.