The evolving role of Corporate Governance Officers

By Jeremie HOUET, Legal and Corporate Governance Expert, CorpEdge Sarl

In a way, they’re translators — between regulation and practice, between management and the board, between compliance and culture.” This sentence captures the essence of the modern Corporate Governance Officer. In a fast-evolving regulatory environment, their value lies in turning complex requirements into clear, workable guidance across the organisation. Translation, in this context, is not simple rephrasing. It means interpreting rules, adapting expectations, and helping people who do not naturally speak the same language work together.

Regulations are drafted broadly and rarely translate directly into daily processes. Boards think in terms of governance and long-term risk, while managers focus on execution and constraints. Compliance, if seen as heavy or external, can even clash with culture. This is exactly where the translation role becomes essential. This article explores how Corporate Governance Officers act as translators in three key dimensions: turning regulation into practice, aligning management and the board, and embedding compliance into culture. It also outlines the skills that make this function indispensable in any well-governed organization.

The Translator metaphor in Governance

A translator does not merely carry words across; they carry meaning. They adapt messages to different audiences while preserving intent. In governance, this means taking legal, regulatory, or strategic material and making it understandable and usable for operational teams, executives, and boards. Three realities make this role necessary. First, laws and regulations are drafted for general applicability, not for the specific processes of a given entity. They require interpretation and contextualisation.

Second, different layers of an organisation rarely share the same view of risks, priorities, or time horizons. Misalignment is common.

Third, compliance only has real impact when it shapes behavior, not just procedures. Poor translation leads to unreadable policies, ineffective reports, and cultures that treat compliance as a tick-the-box exercise. Good translation reduces friction, clarifies expectations, and supports better decision-making. Effective translation is therefore a bridge — one that reduces friction, fosters mutual understanding, and helps align multiple stakeholders around common goals.

Translating between Regulation and Practice

One of the greatest challenges is bridging the gap between high-level rules and daily operations. Regulatory texts often rely on broad concepts such as “adequate controls” or “reasonable measures,” which must be converted into concrete processes. Managers, however, need clarity: What do we need to do? What changes must be made? What is proportionate? This is where the Corporate Governance Officer steps in.

An example comes from the 1915 Companies Law and CSSF governance circulars (such as 12/552 or 18/698) which set principles covering internal control, segregation of duties, and independence of key functions. Corporate Governance Officers translate these into committee charters, documented responsibilities, conflict-of-interest procedures, and practical governance arrangements. The success of regulation depends on this translation. If legal requirements remain abstract, they fail to influence real behavior. If practices ignore the spirit of the rules, organizations invite regulatory attention and reputational risk. The Corporate Governance Officer translator ensures alignment by making compliance both intelligible and workable — bridging the expectations of the CSSF and legal frame-works with the daily realities of operational teams.

Translating between Management and the Board

Management and the board operate at different altitudes. Management focuses on execution, day-to-day operations, and detailed metrics. The board focuses on strategy, oversight, long-term risk, and accountability. Corporate Governance Officers translate in both directions. Upward, they turn extensive operational data—risk registers, incident logs, audit findings—into clear, decision-ready insights.

Boards cannot process raw, highly technical information; they need synthesis and context. Downward, they convert board expectations—risk appetite, governance priorities, ethical standards—into actionable guidance for managers and teams. The challenge lies in balance. Too much information overwhelms directors; too little leaves them uninformed. Differences in time horizon also matter: boards think in years, managers in weeks or quarters. Cybersecurity is a good example. Technical teams track patch cycles, intrusion attempts, and system logs. The board, however, needs to understand resilience, exposure, and adequacy of resources. Translation reframes technical data into a business-oriented risk narrative. When done well, this translation maintains alignment, avoids misunderstandings, and strengthens overall governance.

Translating between Compliance and Culture

Compliance is about rules and controls. Culture is about values, behaviors, and informal norms. For governance to work, the two must reinforce each other rather than collide. If compliance is viewed as a constraint or an external requirement, employees will do the bare minimum. The Corporate Governance Officer’s role is to make compliance meaningful by connecting it to the organisation’s purpose, values, and reputation. They help design training based on real situations, encourage a consistent tone from the top, and support middle managers in day-to-day decisions where ethics and compliance intersect. They also help address skepticism—“compliance slows us down”—by showing how responsible behavior protects the business. Practical translation makes a significant difference. A whistleblowing channel framed purely as a reporting tool may be perceived negatively.

When framed as a mechanism for transparency and protection, it becomes part of the organisation’s culture. Anti-discrimination rules, when tied to shared values of respect, become more than a regulatory requirement. When compliance is translated effectively, it becomes natural in daily behavior, and reliance on corrective controls decreases.

The Translator’s Skillset

Effective Corporate Governance Officers bring together a distinctive combination of skills. They are bilingual in the true sense of the term, able to understand the language of regulation as well as the practical realities of business operations. They communicate with clarity, turning complexity into messages that different audiences can absorb and act upon. They show empathy and adapt their approach depending on whether they are speaking to board members, executives, or frontline teams. Their credibility rests on integrity and independence, especially when navigating sensitive matters or challenging established views.

Increasingly, they also rely on digital tools—data analytics, dashboards, and automated reporting systems—to support transparency and enhance governance processes. When these abilities come together, Corporate Governance Officers gain influence well beyond their formal position, helping organisations navigate complexity with confidence and make decisions grounded in clarity and trust. Market recognition of this role is already growing, and one can hope that formal legislative acknowledgment will soon follow to give this function the concrete standing it deserves.