It
is remarkable fact that many family businesses do not have boards, and
that many companies (both privately and publicly owned) that have boards
often find them to be quite ineffective. Why do these realities occur?
Should owners of family companies invest time and resources to address
this issue?
Let’s
begin by asking what is the purpose of a Board of Directors.
Most experts would agree that the responsibilities of boards
include the following: shaping
the vision and long-term strategy of the company; identifying major
threats and opportunities for the company; evaluating mergers,
acquisitions and sales of business divisions; monitoring and evaluating
strategy implementation in the company; hiring, evaluating and firing of
CEO, succession planning and developing external relationships for the
company. Effective boards
add tremendous value to the company through industry specific knowledge
as well as general business knowledge, information about market, how to
grow the company and a clearer and more objective picture of the value
of the company in the market. They
monitor legal and ethical performance, and support the senior management
team in meeting their goals.
In
family businesses, I would argue that boards are even more critical.
Why? First, they
usually bring a higher level of knowledge to the company’s management
team. Second, they
stabilize the business through their professionalism of separating the
identity of the family or entrepreneur from the business, thus
facilitating a deeper respect and loyalty from managers, employees,
vendors and creditors. Third, they help reduce the family dynamics in
critical business decisions, and fourth, they can professionalize the
succession process, thus aiding family harmony.
Many
family companies find that by creating a professional board with some
combination of family and non-family directors helps separate the
business from the family and facilitates more rational thinking and
decision-making. For
example, in a company where Dad who was 75 years old was CEO and
Chairman of the Board and the oldest son (who is 50) had worked in the
company for close to thirty years and eager to become the CEO.
The father who was most proud of his son in general was quite
unhappy about his son’s performance in some critical executive areas.
However whenever the father confronted the son, the son blamed
some of his managers, the economic conditions, the competition etc.
In short the son refused to look at his own performance.
The son had been planning to succeed his father for many years
and considered himself entitled to the promotion.
If
Dad refuses to advance his son, he may lose not only his relationship
with his son, but also the one with his daughter-in-law and his
grandchildren. But Dad doesn’t trust his son’s business leadership,
which of course the son feels in his heart and soul.
A
good board would be of enormous value here.
First, it would change the decision of succession from “Dad”
to a decision of the Board. Dad’s power in the evaluation and
succession decision becomes one out of seven or nine votes.
This would allow for the family relationship to remain more
intact regardless of business realities.
And, it could set up a strong, rational approach to the
succession process and the development of a successor’s profile based
on present and future needs of the company.
Of
course, this is only one example. There
are thousands of excellent businesses and families that have been ruined
or only grew to a fraction of their potential due to lack of an
effective board. Many
family business boards are quite ineffective due to an inability to
confront the family shareholders or because family shareholders are
afraid to get outside opinions. Are
the family business leaders surrounding themselves with board members
who not only are more intelligent then them and but also who can help
build the business into its best vision?
In
a recent study about boards published in Harvard Business Review by
Nadler (May, 2004) it was found that although one of the major criteria
for board effectiveness was ongoing assessment of the board by the
board, only 56% of boards evaluated their performance on a regular basis
and only 16% of them planned to address the identified needs!
Effective boards require time, competence and most of all
learning. And effective
boards create competitive advantage and add to the bottom line.
The
clear recommendation is that if you do not yet have a board – start to
create it immediately. And,
if you do have one, insist on an ongoing assessment process.
It may be the single most important action you take toward
preserving your business and family.
Marc
A. Silverman, Ph.D. is a family business consultant who specializes in
working with succession issues, family business councils and conflict
management. contact: marc@sii-inc.net