Paulino Otero Garcia

Pra todo mundo que está num conselho, tem um conselho, pensa em estar em um conselho e/ou ter um. Escrevi o paper abaixo depois de 25 anos em Conselhos, levando em conta não só os Conselhos, mas a GOVERNANÇA dos negócios como um todo, em tempos de turbulência tecnológica e de modelos de negócios. /// When Oversight Overreaches: Corporate Governance as an Anti-Evolutionary Force in Technologically Turbulent Markets ABSTRACT This paper advances a deliberately provocative thesis: in technologically turbulent markets, the modal effect of boards, compliance, and auditing is to reduce the expected survival time of firms. This is not because stewardship is undesirable, but because legacy oversight architectures, designed for an era of industrial stability, systematically mis-specify risk and slow adaptation precisely when speed and strategic recomposition determine organizational survival. We argue that the contemporary strategic landscape is no longer defined by mere turbulence but by the arrival of "Red Swans": systemic, paradigm-shifting ruptures that shatter the very frameworks of prediction and explanation. In this new reality, conventional governance is not merely outdated but ontologically unfit for the challenges of a hyperconnected, AI-accelerated world. Drawing on a synthesis of established theories, including organizational inertia (Hannan and Freeman, 1984), path dependence (Sydow et al., 2009), and the audit expectation gap (Quick, 2020), we demonstrate how the pillars of legacy governance form a self-reinforcing "iron triangle" of inertia. This system locks firms into outdated strategic paradigms through path-dependent boards that act as "museums of best practices," compliance regimes that codify inertia into rigid routines, and firm audit practices that provide a ritualized and dangerously misleading assurance. The argument is not nihilistic. As a constructive alternative, we propose a framework for adaptive governance grounded in the theoretical foundations of paraconsistent strategy (Meira, 2024p). This approach rejects the classical management pursuit of coherence, arguing instead that the capacity to manage, rather than eliminate, strategic contradiction is the primary source of resilience and innovation. This paraconsistent logic is operationalized through three core design principles: boards reconstituted with structural multidexterity to govern competing business models; compliance rewired to generate productive conflictension between control and innovation; and assurance reinvented as strategic metacapability through real-time analytics. Strong governance can extend survival, but only when it is context-sensitive, digitally fluent, and oriented toward navigating rupture rather than enforcing retrospective conformity. In most fast-moving contexts today, our 20th-century oversight templates too often act like sand in the gearbox. LINK, aberto, free: https://lnkd.in/gCkTgXi7

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