Professional Documents
Culture Documents
Family Business, First Edition, by Ernesto J. Poza Copyright 2004 South-Western/Thomson Learning
Governance
Can be provided for through classes of voting and nonvoting stock Can be enhanced by contributions from
Boards of directors/advisory boards Family councils/assemblies Annual shareholders meetings Top management teams
Family Assembly
Family Council
Family
Board of directors is a legal entity Membership on board often restricted to family members to control liability Advisory board with independent outsiders complements internal board of directors
8-4
Small groupfive to nine members Majority should be independent outsiders Should not be friends of family Should not be businesss service providers No managers other than CEO Successors only when succession imminent At-large family representation
8-5
Best candidates are successful peers Candidates should be able to work on a team Staggered terms and term limits encourage fresh perspectives Attractive compensation signifies importance of board to CEO Board members should be allowed influence, or they may leave the board
8-6
Board Meetings
Four to six times per year Half-day meetings preferable One board retreat per year if possible
8-7
Outsiders provide unbiased objective views Board members bring fresher, broader perspective to business issues Board members bring with them network of contacts Board makes top managers accountable for their actions
8-8
Family Councils
Family council is governance body focusing on family affairs Family council serves family as board of directors serves business Family councils
Promote communication Provide forum for resolution of family conflicts Support education of next-generation family members
8-9
Family Council
Board of Directors
Family Office Family Bank or Venture Capital Co. Family Philanthropy Liquidity Fund
8-10
Family Assembly
Annual assembly operates in conjunction with family council Useful when size of family prevents all from sitting on family council Another vehicle for education, communication, and renewal of family bonds Creates participation opportunities for all family members at least once a year
8-11
Legally required by corporate law Opportunity for review of company performance Board of directors elected and other issues voted on at this meeting Only shareholders attend Usually only once a year, but special meetings may be called as necessary
8-12
Nonfamily executives in key positions on top management team ensure business health Nonfamily managers differentiate between family and management issues Nonfamily managers build confidence in governance of corporation
8-13