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Spring 2013

May Current Thinking Column

Tuesday, May 31, 2016

THE HOLY TRINITY OF CORPORATE GOVERNANCE: 

Direction, Representation, and Accountability

by Burak Kocer, PhD


This past April, I spent three creative days in our Aspen Family Business Group 2016 Spring Salon with Joe Paul, Leslie Dashew, Bill Roberts and Donnel Nunes. These annual meetings provide a great opportunity to catch up and contribute to each other’s work by learning from each others’ experiences and perspectives. This year, we also hosted Dr. Manulani Aluli-Meyer of University of Hawaii, with her brilliant wisdom introducing to us the concept of “epistemology” and how we can apply it in our work.

For my part, I have greatly benefited from the Spring Salon, in terms of clarifying my mind and focusing on my role more effectively as a family business advisor. This column is one of the most immediate outcomes of our Spring Salon on my behalf. Since I wrote my October column on “The Art and Science of Governance,” I have been working on developing a more organized and clear model. Well, one does not need to look far for inspiration to further develop this model with these wonderful people around me. Hence, this small piece is devoted to the leading experts of the Aspen Family, Donnel, and Dr. Meyer.

Decision-Making Power

Defining how decisions are made and controlled is central to our work with families. This involves designing mutual roles of three main governance bodies in family businesses: the family council, the board of directors, and the executive team. Of course, from a legal point of view, this list should have started with the shareholders’ meeting, but for the purpose of this paper, I will not do so for the following reason:

As Joe contends, “Power in a family business is often independent of ownership or management position.” And this is exactly where we want to influence for a quality decision-making function.

The role of governing bodies is to create a healthy environment for quality discussion and ultimately form a common decision in favor of the company’s interest, not that of an individual shareholder. On the other hand, save for exceptions, a shareholders’ meeting is where individuals come with premade decisions. They either approve or disapprove an agenda item based on the position they took before they even entered the meeting. In these meetings, it is legitimate for each shareholder to protect his/her own interest and, in general, it is a process of “legalizing” the decisions that were made before.

In a family council, we prioritize creating open channels for communication among the shareholders, and between shareholders and other members of the family, ultimately developing a culture of collective decision-making. Hence, this is one of the platforms where a family can achieve “collective transformation through individual excellence” in Dr. Meyer’s words.

In fact, the three governance bodies represent stages of a process, in which multiple interests of different stakeholders are transformed into a single direction.

From Multiple Interests to a Single Voice

It is quite fair for shareholders to have different strategic preferences, risk appetites, or management styles. But these are all discussions at the ownership level and must be melted into a single voice that will set the direction for the business. Keeping this plurality at the executive level will turn into incompatible managerial actions that could potentially lead to a business disaster.

The board of directors is where different alternatives are evaluated and the direction is set.  The head of execution holds the steer as the captain to lead the business in the manner designated by the board. Depending on the complexity of the business, the appropriate mechanism may change, but the need is same: You need to develop a process for evaluation of different alternatives in a way that all shareholders feel legitimized and heard, with a single voice to guide the entire organization accordingly.

This chart depicts the strategic flow of the governance body from multiple interests to a single voice. 

Once you start designing the three main governance bodies—the family council, the board of directors, and the executive team—you will face the following questions:


  1. Who should be involved?
  2. What is the ideal size?
  3. What are the respective authorities?

The Holy Trinity

There is an unlimited number of answers to those questions. Choosing the right combination is the art of governance, which should be decided in relation to the specific needs of the family and the business. However, we also have a formula for this process, which I call the holy trinity of corporate governance:

  1. Direction
  2. Representation
  3. Accountability

Whatever governance model you create, it should satisfy these three needs. You have to make sure that governance bodies:

  1. provide a clear direction to the organization,
  2. allow for representation of stakeholders and
  3. hold those who are authorized to act on behalf of the others accountable

At this point, I would like to recall the second axiom in Joe Paul's book, The Emotional Ledger, "It is not a question of whether a family business is governed or not. A more salient question is what is the business and the family being governed by." The right answer to this question lies in the way a family business approaches the aforementioned three needs. 

Direction

“If there is no goal to achieve, there is no progress to be secured.”

When the company is not operating in line with the predefined and approved objectives, the performance of executive managers will be questionable. In a family business, the cost of this suspicion is usually higher. It is good practice to have a system in place that allows for setting the objectives accurately. To do so is inevitable to define, which requires a combination of skills and experience to ensure the quality of decision-making.  This analysis will help families focus on the qualifications instead of individuals and differentiates between ownership and management roles, which come with different rights and responsibilities.

Representation

“Rewards of inclusiveness outweigh perceived risks.”

Families need a shared vision, which is carried out to the future owners of the business throughout the years. This requires gradually involving family members who do not work in the business with the governance system. Representation also allows family members to be confident that they are able to exercise their legitimate rights on the business despite limited involvement in operations, while differentiating between ownership and management.

Accountability

“If both questions and answers come from the same person, you cannot be sure about the accuracy of either one.”

The depth of separation will depend on the complexity of the business, but any organization requires some sort of border between execution and control. This also allows for a division of work between the decision makers in terms of their time horizon. The focus of those who undertake the daily operations is on the specific work they do, while those who exercise the control function must apply a broader perspective to ensure long-term stability.

Matching the Holy Trinity with Governance Bodies

This Governance Priorities Matrix can be used as a guideline when seeking the right answers for designing governance bodies.

At the family council, the primary concern is representation, followed by direction. First, anyone with legitimate interest in the business must be present. Only with their involvement can the direction for the business be mutually agreed upon and accepted.

In the board of directors, the primary concern is giving a clear direction to the executive team and accountability for the formulation and execution of this direction. Representation is of least concern, as we cannot give up the qualifications we need to set an accurate direction for the sake of an individual member’s needs. This is where different interests are melted into a single voice, requiring a combination of diverse skills. A good practice is to define the required qualifications and let people nominate the appropriate candidates according to their right of representation.

At the executive level, representation is not one of the needs to be satisfied at all. In fact, the entire chain of governance is built upon this objective: To ensure that the business is run by competent hands. These competent hands will be accountable to the board for results, and must cooperate with them in setting the direction and providing feedback.

When evaluating the governance bodies, you may want to check The Governance Priorities Matrix to understand the potential consequences of your existing composition. 

 

Save The Date: Private Workshop for Advisors

Thursday, April 28, 2016

Save the Date

Private Workshop for Advisors to Families in Business 

August 19-21, 2016
To Learn Leading Edge Tools and Concepts 
In an Intimate Setting with Pioneering Experts, 
Joe Paul, Leslie Dashew, and Bill Roberts
of the Aspen Family Business Group
Schooner's Cove Inn
Cannon Beach, Oregon


For more information about the event, including how to register, click here.

 

March Current Thinking Column

Thursday, March 31, 2016

Letting Go and Preparing the Next Generation for Succession

by Leslie Dashew


16 years ago, Joe Paul and I worked in Nepal with advisors to family businesses and conducted the first ever Family Business Program in Nepal. Upon return from that trip, I flew immediately to Grand Rapids, Michigan where I gave the following talk on Succession.  As I reviewed this presentation, I thought it would be timely to share once again.

I have just returned from one of the most fascinating places on earth:  Nepal.  I spent two weeks training advisors to family businesses in one of the poorest, but most beautiful places on earth.  The elevation of the country changes from almost sea level in the southern Terai to over 28,000 feet at the top of Mt. Everest in the north. This is a country in transition:  it has been open to the west since just the l950s; has had democracy for less than l0 years; and businesses have only really developed in the last l0-15 years. More than half of their national budget comes from development funds from other countries. 

There is a strong tradition of the “undivided family” there, where parents and their grown children and grandchildren live together, keeping their assets undivided, or pooled. But as the country goes through this transition, there are questions about whether the undivided family will continue to work.  There are large business houses (as they are called), equally sophisticated as the largest family business in this country, who believe that staying together provides access to more resources than the divided family.  And there are others who believe that it is impossible for siblings to work together, own businesses together and/or live together harmoniously, and that assets should be divided so that the competition and creative energies will foster greater growth in the assets.

The country has not seen a surge of succession issues just yet, as they are still struggling with the questions of basic survival and moving from a dependent economy to a more free-standing economy.  But we heard issues that mirrored all the issues we see in family businesses in the west:  lack of communication and understanding between the generations; fear of discussing “issues;”  negative influences of “outsiders” (like in-laws) who may be jealous or have different values; old ways vs. new ways and professionalizing the business. They are just now beginning to have the opportunity to consider passing a business to the next generation.

One of the benefits of traveling-particularly to a country which is so remote and different- is to gain perspective. And one of the lessons of this trip was an affirmation that that we have more in common with people around the globe than we are different.

We are very fortunate in this country to have developed a relatively stable economy, broad based opportunities for creativity and entrepreneurship and access to many kinds of resources.   We are blessed with the opportunity to have to worry about how to pass on assets:  we actually have assets to pass on.  We are even blessed with having a bureaucratic government to have to deal with...at least it is somewhat consistent and predictable from year to year. And all of our children-male and female- have the opportunity to become owners of our assets and to readily have access to education. We take a lot for granted in this country and traveling to the other side of the globe helps me to gain perspective.

COMPASSION AND KNOWLEDGE:  BUDDHIST PERSPECTIVE

I came away not only with an appreciation of our country, but of Nepal’s wisdom and beauty as well.  And you’ll forgive me if I look at succession a bit differently now than I did three weeks ago.  For now, I believe we must look at it in terms of the legacy we have and the responsibility of passing on that legacy as carefully as possible.  Something I learned in Nepal gives guidance to that.  The country is largely Hindu, but holds a strong Buddhist tradition as well.  The two cornerstones of Buddhism are compassion and knowledge. The more I thought about it, the more I came to believe that these are the cornerstones of successful succession in family businesses as well. 

COMPASSION FOR EACH OTHER

1.  For the Elder Generation

When you are passionate about your work and your business and have spent countless hours and years intimately involved with every detail of it, it is hard to let go.

When you look around you and see the people who have helped you build this business over the years, people who are loyal, dedicated, talented, and have become like family (if they weren’t already related), it is hard to let go.

When you see the young people around you who don’t seem to have the same work ethic, commitment, “fire in the belly,” and they think they can take care of your baby, the business, it is hard to let go.

When you look at the stakeholders in the business and worry if they will conflict with each other, if they will be jealous of one another, or if they will develop a shared vision for the future of your business, it is hard to let go.

When you think about what you would do with your time, your energy, your creativity or with whom you’d do it if you didn’t stay involved with your business, it is hard to let go. 

A productive, engaged, successful man or woman who has built a business can’t just let go. You have to take hold of something else: something which is interesting, challenging and gives you a sense of purpose. And making this transition doesn’t happen over night.

It takes time to reengage in other activities:  you have to find the right niche.

It takes time to build confidence in the next generation of leaders: they have to have the authority and autonomy to lead, while you are on the sidelines offering coaching.

It takes time to build an ownership team that understands its role and place in the scheme of things; and it takes time for a family to build a shared vision of the future which includes the opportunity for everyone to share in its creation. 

So how do you engage the younger generation in this dialogue so that you can have confidence as you pass the baton to the next runner?

First you have to trust that the runner who is following you will catch the baton when you pass it to him or her.

You must trust in his competence, character, and commitment.

Second, you must have faith that the legacy you have built has taken root in your successors: that you have provided the values, learning opportunities, and space to use what you have given them.

Third you must give the family team the opportunity to have their imprint on the business (just as you have) and to find their way to work together.

Finally, you have to let go...no matter how hard it is.  For unless you let go of the baton, the next runner cannot take it. 

2.  For The Younger Generation

As for the younger generation, how do you prepare for the challenge of carrying on the business? How do you follow in the footsteps of a powerful force, a great actor.

For the successor generation, it is like standing in the wings, as an understudy watching the star perform on stage and waiting for your chance to show that you, too, know the lines, the blocking, and the character. Sure, you get your time on stage in smaller parts, but you know you can do the big role and you are just waiting for your chance. The problem is, the lead doesn’t want to give up his role. So you remain untested—waiting, practicing, learning. While you admire the leading actor, you can’t help feeling you might be able to do it just as well, or even better.

Following in the shadow of a large tree is not easy:  it is hard to find your place in the sun. But you must honor the tree, your roots, and your own new growth. You must appreciate the foundation you have been given and build upon it. Maintaining the dignity and honor of the prior generation is important to your own esteem. You must prepare by developing your capacity to lead and to manage. It is difficult to gain the respect of the older generation. It is difficult to wait for the older generation to let go of the baton and let you have the authority to make decisions and direct the business.

There is a range of types of capital which you must be able to manage:

  1. Operational Assets (money, equipment, factories)
  2. Intellectual Capital (information, knowledge, advisors, mentors)
  3. Relationship (your team, your network, your family)
  4. Spiritual (your beliefs, faith, commitment)
  5. Health (physical and emotional health, energy)

 

Earning the trust of the generation which precedes you means demonstrating that you will be a good manager of these resources (managing means doing things right), but also to be a good leader-which means doing the right things.  This too, requires balance.  In the ancient oriental book, the Art of War, Sun Su says that great leaders possess the five characteristics in balance:  sternness, humanness, intelligence, courage and trustworthiness. 

In a commentary on this, Jai Lin describes what occurs if a leader is out of balance on these dimensions: 

Reliance on intelligence alone results in rebelliousness among followers

Exercise of humaneness alone results in weakness

Fixation on trust results in folly

Dependence on strength of courage results in violence

Excessive sternness of command results in cruelty 

When one has all 5 virtues together, each appropriate to its function, then one can be a leader. 

Development of Knowledge

So given our understanding and compassion for both of these roles, how do we bring about the transition?

According to Margaret Mead, it takes 3 generations to have a full conversation: 

the oldest generation to say how things were;

the middle generation to say how things are; and

the youngest generation to say how things will be.

The key lies in creating the forum for on-going dialogue and the development of compassion and knowledge.  

Succession involves many dimensions and actors, and the challenge is that we never know how long we have to make the transition. It could be minutes, or it could be decades.  Until you take your leadership of this transition seriously and realize that you may not have as long as you hope to pass on the legacy, the process doesn’t occur. 

The succession is not just about ownership or equity, and it’s not just about management, which are the two most commonly considered factors. It is also succession of knowledge, relationships, and authority.

One of the challenges to the transition, is when the next generation doesn’t appear to appreciate the knowledge or ways of the older generation. It’s hard for the older to trust the successor—after all, that’s what’s made you  successful.

So, transferring the knowledge you do have, and realizing that it has to be supplemented by new knowledge, requires compassion for the next generation.

They have to make mistakes too, and it would be better to do so while you are around to consult.

Succession also means relationships.  The web of relationships which surround the elders have contributed to the success: employees who have helped build the business, advisors on whose wisdom you have depended, suppliers and customers whose loyalty is often hard to replace, and the family whose support and challenges have been part of your role as well.

Succession means allowing these relationships to evolve as well.  Sometimes the long-term employees have a hard time accepting the leadership of the kids they’ve watched grow up.  Some will have to go because they don’t want to grow with the new ways.  Old advisors may not have kept up their knowledge or their connections with the new generation, so sometimes the youngsters have to find their own advisors. 

Customers and suppliers watch the changing of the guard as well--often looking for signs of confidence from the older generation and looking for signs of new passion, energy and creativity.

Finally, and often most challenging, is the succession of authority.  At some point, the baton must leave one hand and go to the next. Until that happens, the succession is a sham.  Until the responsibility, the decisions, the power is vested in the next generation, titles, money and other roles are meaningless.  The relay race cannot go on unless the baton is passed.  And if the older generation trips and falls before it is passed, the opportunity to take pride in the next generation, to see a legacy go forward, to provide coaching from the sidelines and to receive the recognition and acknowledgement that accompanies a successful transition is lost.

So how do we create the forum for this exchange of compassion and knowledge?

Establish a place for dialogue in the family so that the dreams and perspectives of all family members can be exchanged, along with knowledge, e.g. a family council.

Through the dialogue, see if you can come up with a shared vision of the future--one which the younger generations can feel excitement for and commit to making happen.

Then, look at what it will require to make that vision happen:  typically a strategic plan for the family and the business can be developed which clarifies the path for going forward. If the younger generations develop this plan, the older can offer wise counsel, yet it is up to the younger generation to make it happen.

Take whatever steps are necessary to assure that the authority is passed:

 stock transfer

true role transition in leadership

moving the energies of the older generation to new activities

Finally, use a structured time or place in which to meet to monitor progress. Through this communication, the transition can be celebrated and mid-course corrections can be considered. All, of course with wisdom and compassion.

The most common greeting upon meeting someone in Hindu countries is Namaste, or the god within me greets and honors the god within you.  Succession depends on just such mutual respect and honor.

 

February Current Thinking Column

Monday, February 29, 2016

Defining a Purpose Changes Lives 

by Joe Paul

Today I want to touch upon the effects that a purpose has on individuals, families, and organization, and in particular, how a clear sense of one’s purpose develops the capacity for leadership. My ideas about this topic have been shaped by my work counseling and mentoring family business leaders, their successors, and their advisors.


Imagine a scenario in which Fred, his father’s successor in their family’s business, had gone through a process with a consultant to define a statement of purpose for his life. The only requirements were that the statement must be limited to one sentence and it must be applicable to every role in his life (e.g. a husband, a business owner, a father, a citizen, etc.). He was told that going through the process of defining a purpose for your life often stimulates qualities such as courage, commitment, and stamina. It can also complicate your existing relationships. Fred found that it also enhanced the ability to focus his energy and develop a greater self-confidence. A commitment to the statement seemed to also illuminate what his efforts were actually in service to on a deeper level. 


His Statement of Purpose for his life was,

“To encourage trust, transparency and peace in all my relationships.” 

In a few months his purpose was tested. Fred had been a long-term supporter of a politician with whom he believed his values were most compatible. But upon hearing reports of his clandestine activities, Fred began to realize that the money and time he devoted to the politician had been in service to something that is antithetical to his values and his new sense of purpose. The seriousness of the disparity between what the politician would say and what he actually did was so egregious that Fred started petition to sanction the man for violating the party’s code of conduct. This action was difficult for him because this politician was a friend of his parents. It was a real test to see if he could “walk the walk.”


I am relating this story to you because it is an example of how self-definition precipitates substantial changes, including a greater capacity of leadership. But another question I have often wondered about is how these ideas about one’s sense of purpose actually bring about changes in the thoughts, feelings and behaviors of others. 


I have found that the theory of Memetics has a great deal to say about the life-cycle and influence of ideas. Memes are ideas that spread by competing for the mind space of individuals and groups. For instance, introducing you to the concept of memes is already creating competition with your existing ideas about how knowledge flows between people.


Memes have been described as having a virus-like pattern of survival. For example, when a person has a religious conversion they are “infected” by contact with a Christian memeplex (a memeplex is a powerful cluster of memes in symbiotic relationships). An infected individual becomes a vector for the spread of that denomination of Christianity.


I encourage you to look into the literature about memes. A good place to begin is a cursory introduction is hereIf you would like to discuss memes and how they can be used in your work with family businesses and/or their advisors I encourage you to contact me here


I’ve also included a previous essay, "Guidelines for Consulting to Family Business Leaders, Successors, and Their Advisors" for further exploration of the topic below. The Aspen Family Business Group recently published a book called Balancing the Emotional Ledger: Axioms and Guidelines for Counseling Families in Business which can be purchased here

Guidelines for Consulting to Family Business Leaders, Successors, and Their Advisors 

by Joe Paul

Regardless of the consultant’s “discipline of origin,” there is a meaningful distinction between family business consultants and consultants to families in business. The former works with unique kinds of businesses, the latter works with unique kinds of families. Significant differences in assessment and intervention flow from this difference. 


Assessments and interventions need to be grounded in an understanding of individual psychology, family systems theory, and organizational development.


The level of trust in the family and in the business defines what is possible. Interventions need to be based on an assessment of the level of trust in these systems and the basis of the mistrust, when it exists. 


Of the factors that make a family business work, we have found that trust is more important than love. 


Commitments to rational agreements and contracts among family members typically will not control the family dynamics that drive behaviors; especially when mistrust or a sense of unfairness is prevalent among family members. Generally speaking, problematic family issues need to be dealt with directly by the consultant if he or she feels competent to do so, and not indirectly via documents that have not addressed underlying family issues. 


A family owned business is often weakened when a family leader uses the business to try to manage the problematic psychological issues of an individual family member, or the problematic relational issues in the family itself. The more serious the issue and the longer it goes on, the more likely it is to damage the business. If, for instance, a leader maintains an incompetent family member in an executive position only to keep harmony in the family, the business is bound to suffer. The longer it lasts, the more damage it does. 


The interventions of consultants need to be based on an assessment process that integrates the interactions of family dynamics, management requirements, and ownership concerns.


The consultant should not “take sides” until he or she is sure they know why they are doing so. The initial responsibility of the consultant is to create a context that is safe enough for the family to have the conversations they have been avoiding. To do this the consultant must be seen as trustworthy in the eyes of as many members of the client-family as possible. This means that it is important to avoid being unwittingly co-opted by the politics of the family early in the engagement and before a strategic plan for the engagement has been developed. 


Much of the change that happens as a result of successful consultation shows up first in the way people communicate. Sometimes this means talking about things they have avoided, and sometimes this means that they simply learn to be more civil.


Resistance to change is a natural part of a system’s way of surviving. Whenever possible, this resistance should be honored and “reframed” by the consultant as an individual’s attempt to preserve something important. It is the consultant’s responsibility to monitor the balance between the forces for change and the homeostatic forces that preserve what is familiar to the family. Interventions should be managed accordingly.


Most successful interventions lead to:


A) Increased differentiation of some family members as effective fiduciaries, or “accountables”, e.g. Managers, Directors and/or Trustees. We describe this process as “finding your voice” in a new role or business responsibility. 


B) The differentiation of organizational sub-systems within the family and business that will carry significant responsibilities, e.g. creating a Family Council, a Board of Directors, a Management Team, a Shareholders Group, etc. 


C) The ability of individuals and sub-systems to “morph” from one role to another in an orderly way.

 

One of the most important intangible assets of a family in business is the ability to think clearly together. The most common factor that interferes with the ability of the family to function intelligently is family politics. The assessment process needs to identify those factors that keep the family from thinking clearly.


Avoid rushing to solutions early in the consulting process. To do so is often an indication that the consultant has been co-opted by factions within the client system, or by personal (sometimes unconscious) issues of the consultant. 


The consultant needs to develop a standardized assessment process that integrates objective assessments and clinical interviews. The consultant should also attempt to include all individuals in the family who have, or will have, either a direct or indirect influence on the family’s decision-making process. This means that it is important to include spouses who do not work in the company, or own stock.

 

January Current Thinking Column

Saturday, February 06, 2016

Family Business Mistakes: How To NOT Set Your Widow Up For Failure

by William E. Roberts, CLU, ChFC


In the past year, we have been exposed to several situations with widows whose husbands ran significant family businesses. In some cases, the passing of the husband/founder was sudden, in other cases, an illness preceded the demise, but the death came at an unexpected time. All the dialogues had remarkably similar issues and problems, so much so we decided to address the issues and create a series of questions that you might use to evaluate your readiness should a catastrophic event occur in your family.


In two of the families, the loss of the founder and driver of the family business success was sudden and completely unexpected. Until the event, one a boating accident, the second an unexpected heart attack, neither of the spouses were involved in the business other than from the periphery. Also evident was a lack of a Catastrophe Contingency Plan directing what actions should be taken if an event occurred. In both cases, the estate plan of the owners passed 100% of the stock to the widow. In some instances, this might work, and the widow might make wise decisions that results in the business continuing successfully. Unfortunately, neither of the aforementioned examples resulted in a happy ending. Let's explore what happened and what could have been done differently.


In one case, the stock passed to the widow, conferring all the power to make/enforce decisions, take distributions from the company, and hire/fire employees. Their son, who was in the business with his father when he passed, was completely unprepared when his father dropped dead of a heart attack. While friends and advisors provided advice, the fact remained that he was hamstrung in the running of the business, leaving him little room to make decisions to allow the company to continue much less grow to its capabilities. Key employees left as the situation deteriorated, finally leaving them with only one alternative. They were forced to sell at a deeply discounted price to a competitor. The mother was left with a depleted lifestyle, and the son was forced after a short period with the new buyer to leave and find a new position.


In the second scenario, the surviving spouse, despite her inexperience running the business, decided to step in and continue the business her husband had founded. While valiantly attempting to manage a complicated business, she made decisions to bring in relatives to run divisions of the company. Unfortunately, while loyal to her, they proved inept at the job they were required to do, and in too many cases, more enamored with the salary and perks their position afforded. Eventually, the business fell apart and was forced into liquidation.


The third scenario did not involve an unexpected event. An illness of the founder preceded, but his passing came unexpectedly and without warning. In this case, considerable planning was in place. A complicated estate plan had been completed by the owner and a successor selected. Control, however, remained with his spouse through trusts set up for her benefit. A Board of Directors had been created with outside board members, which his spouse chaired. While the potential for success had been put in place by the founder in naming his successor, creating the Board of Directors, and completing a thoughtful financial estate plan, problems still arose that would ultimately result in family conflict.


This case is more complicated because considerable planning had been done. The spouse was placed in a position that has taken her a good two years to understand. Her responsibility was far beyond mere financial issues and grieving for her lost spouse. She was thrust into a role as trustee and running a board that required her to learn all new skills. What was it like to run a board? How to act as a responsible fiduciary of her spouse's trust? All were challenges she was unprepared to handle. She turned to the family attorney to assist her in understanding her new roles, but felt fairly or unfairly that he was pressuring her to make decisions unfavorable to her family. Rather, he urged her to accede to the wishes of other branches of the family. She felt very alone, left searching for answers.


What steps could have been taken to change the results of these situations and hundreds like them, to avoid the tragedy of losing the family business? The following are a few questions that you can use to assess your own plan.


Does your business have a Catastrophe Contingency Plan to handle the stress caused by the sudden loss of the CEO/owner? This is not simply purchasing a key person life insurance policy. This is addressing the next day, the next week, the next month, concerns of customers, vendors, advisors and your banker. This is the “first 90 days plan.”


Is your estate plan the substitute for a well-thought out succession plan? Will it really work, and have you thought through all the scenarios that could arise?


Will stock be owned by non-operating family members? How well will the operating shareholders get along with the non-operating shareholders?


Does the company have compensation plans in place tying key employees to the company particularly during a difficult transition like the loss of the key driver in the business?


If your spouse will inherit the business, how prepared is she/he to make decisions about the operations of the company? Which advisors would they turn to and how well do they know them? How versed are they in the governance factors of running a company or a Board of Directors? What time frame will be required for them to overcome grief and learn the details of running the business and the board?


Complete succession planning is composed of seven elements, and an important practice that goes hand-in-hand with avoiding some of the aforementioned situations. For an in-depth look at the seven dimensions of succession planning, read our previous musings here. Also, for coping with the devastating effects of losing a loved one suddenly, Bonnie Brown Hartley’s Fire Drills for Sudden Death offers meaningful and constructive advice.


By no means is this a complete list of the issues faced in the scenarios described above. There are, of course, specifics unique to each situation, but what was true throughout was the lack of focus on the reality of the loss that occurs in these situations. While some planning had been accomplished, the in-depth planning and communication needed to survive was lacking. Whether it was an unwillingness to face the reality of mortality or serious procrastination, we will never know. What we do know is that the result was predictable, but also avoidable with the right effort and focused thought.


 

December Current Thinking Column

Thursday, December 24, 2015

From the Aspen Family to Your Family

Another year of learning, growing and sharing!

 

We  have enjoyed our friendship and colleagueship

and the dialogue that has ensued with many friends and clients.

We are grateful for the engagement we have had across the country and

the world with those of you who share our passion for and commitment to

the health of families in business.

 

We wish you peace, harmony and prosperity in the coming year!


Leslie Dashew, Joe Paul, Bill Roberts

And the associates of the Aspen Family Business Group, LLC

 

November Current Thinking Column

Monday, November 30, 2015

Unintended Consequences

by Joe Paul

Fred had a reputation of being one of the top estate planning attorneys in the region. He had his share of groundbreaking, but legally durable documents. However, over the years, a significant percentage of his estate planning cases were met with passive resistance to the implementation of his elegant plans from clients. Even when the consequences of inaction were dire, some clients persisted in self-destructive evasion and resistance to establishing a plan.  These frustrating clients would fail to return calls, repeatedly reschedule appointments, fail to approve documents, and generally drag their feet. A current couple is a recent case in point in Fred’s legalistic woes. If either of the couple (who are in their mid-eighties) died without funding a crucial trust, their estate would have to pay millions of dollars in unnecessary taxes. Fred was considering withdrawing from the case. However, when Fred probed more deeply into the family dynamics, he discovered that one of the couple’s children was emotionally blackmailing her parents. She told her parents that they would never see her children again if they made her brother the president of the company. 

When a client resists the services of their advisor it is often because of an intersection of two issues:

1. The client omitted something important in the assessment of their issues.

2. The client is withholding information out of fear of untended consequences, usually in the family relationships.

Here is list of some of the issues that you might probe with your client:

Chemical dependency in the family creates an atmosphere of secrets.  Often the family with these issues creates a set of unspoken rules such as “don’t think, don’t feel, don’t talk.” The advisor’s need for information violates these family rules and puts pressure on the family to do things they don’t know how to do.

The consequences of tax evasion can weigh heavily on the family leaders. There are usually “thinking errors” at work such as, “If you don’t get caught, it doesn’t count.” The evader usually has an underlying sense of entitlement that justifies his illegal activities. 

Mistrust among family members.

Incompetent successors may be an issue that is difficult to deal with for the elder generation.

The unequal distribution of inheritance can create open warfare between siblings.

The propensity to flood planning processes with emotional reactivity derails rational discussion.

The groomed successor decides she does not want to stay in the company.

Issues of unfairness within the family.

The founder is emotionally unable to give up control.  Retiring is like a version of suicide.

The fear that the succeeding generation is not likely to function well together.

The lack of transparency based on mistrust and/or internecine competition.

Fred initially thought the daughter’s actions were deplorable, but later discovered the rational thought process behind her actions. When Fred interviewed the daughter, he found that she had good reasons to question her brother’s fitness to be president.  He was prone to take risks that were dangerous to the long-term viability of the family’s assets, and his parents had bailed him out of bad deals on several occasions. At the same time, she felt her brother had their parents wrapped around his finger.

The attempt to change her parents’ mind about her brother’s position had fallen on deaf ears. Thusly, she made a desperate attempt to prevent a financial tragedy by threatening to withhold her children from their grandparents.

With a complete picture of what was truly going on in the family, Fred was able to make effective plans and suggestions for the betterment of the family business. In order for the brother to remain president, he had to find an investor to buy out the rest of the family. He was successful in doing this, so the family remained protected and cashed out. Unfortunately, over the next few years, the son lost the confidence of the investors. Several capital calls later, he was fired with only a fraction of his original stock in the company.

 

October Current Thinking Column II

Saturday, October 31, 2015

The Art and Science of Governance: 6 Rules Applicable to Any Business Organization

by Burak Kocer, PhD

 

“If I was unsure about the timing, I would rather be wrong because of doing something too early than doing something too late.” 

I like how Joe Paul, our visionary leader in the family business field, had articulated this while discussing the development of a strong and functional board of directors with a chairman of a company. The question pertained to deciding on the appropriate governance structure for his individual businesses at different stages of development.

 This is a very legitimate and valid question. In fact, legally binding governance principles for public companies have produced inefficient results in many jurisdictions when they are regarded as a goal rather than a means to an end. This end is the desired outcome of a fair, transparent, accountable and responsible management system.

 The art of leadership is to develop the principles that would lead the company successfully under different circumstances. Yet, luckily enough, there is a set of rules that we can rely on. Here, I would like to set forth these rules that are applicable to any business organization regardless of its stage of development.

Rule #1: Rewards of inclusiveness outweigh perceived risks.

Not all lights in a house are as “important” and as “fancy” as the expensive luminaire in your living room. But a short circuit in one of the ordinary bulbs in the small storeroom will black the entire house out, including the living room. Just like wiring, the family business system consists of different elements, some more central than others, but the “right to be heard” goes for all of them. Participation in the communication process and decision-making are different roles that must be distinguished in the governance mechanisms.

 Rule #2: Each ship has only one captain.    

It is quite fair for shareholders to have different strategic preferences, risk appetites, or management styles. But these are all discussions at the ownership level and must be melted into a single voice that will set the direction for the business. Keeping this plurality at the executive level will turn into incompatible managerial actions that could potentially lead to a business disaster. The board of directors is where different alternatives are evaluated and the direction is set.  The head of execution holds the steer as the captain to lead the business in the manner designated by the board. Depending on the complexity of the business, the appropriate mechanism may change, but the need is same: You need to develop a process for evaluation of different alternatives in a way that all shareholders feel legitimized and heard, with a single voice to guide the entire organization, accordingly.

 Rule #3: No ship owner holds the steer of their own ship if they are not qualified for it.

This principle emphasizes that ownership and management are different roles associated with different rights and responsibilities. A business will produce excellent results under qualified leadership. Therefore, a sound governance system must be able to differentiate between what is expected from an owner and what is expected from a manager, including facilitating the appointment of a qualified manager. Of course, ownership and management roles can be combined under an owner/manager, but not when the person is qualified to be one and not the other.

Rule #4: If both questions and answers come from the same person, you cannot be sure about the accuracy of either one.

This rule relates to the principle of accountability. Referring to the analogy in rule #2 and #3, it is the ship owner’s responsibility to ask the right questions and the captain’s responsibility to provide the right answers. The depth of separation will depend on the complexity of the business, but any business requires some sort of borders between execution and control.

Rule #5: Trust is good. Informed trust is better.

According to Lenin, “Trust is good, but control is better.” In a family business environment, on the other hand, things are slightly different. Power, hierarchy, and social relationships are much more interlaced than a bureaucratic organization. Many family members refrain from controlling their relatives in business due to fear of creating the perception that they do not trust them. In a social setting of interlaced relationships, trust is more productive than any contract or mechanism to maintain a healthy relationship. Adequately informed about the state of the business, non-active owners will feel more comfortable with their relationships in the family business. Thus, carefully designed communication will support the level of trust, while helping the family to grow responsible business owners.

Rule #6: If there is no goal to achieve, there is no progress to be secured.

When the company is not operating in line with the pre-defined and approved goals, the performance of executive managers may be questionable. In a family business, the cost of this suspicion is usually higher. It is good practice to have a system in place that allows for setting goals objectively and agreeing upon them. Some families commit to the principle of reporting to a non-family manager or an executive from the other branch of the family to mitigate challenges of the performance management process.

The art of governance

In my view, the aforementioned six rules represent a fair summary of what a business organization needs to endure regardless of its development stage. These rules represent the “science” aspect of the process. The “art” is to decide its level of sophistication.  

 

October Current Thinking Column I

Sunday, October 25, 2015

Perpetuating a 125-Year Legacy

by Leslie Dashew

I recently gave a talk to families in business in Hawaii.  One of the questions I was asked was: "How do we get the younger generation interested in being part of the family business?" 

This story about The Columbian and the Campbell family illustrates one such example of successful engagement.  The Campbells have just started the process of family meetings with the younger generation.  In our meetings, they are exploring individual and collective dreams for the future. In so doing, the three young men have begun to see more clearly how they can be part of the business in different roles, each applying their individual talents.  They are also witnessing how they can help evolve the business into a more sustainable one for the future.  I thought you would enjoy seeing this article.

 

September Current Thinking Column

Sunday, September 27, 2015

Steps to Setting up a Fiduciary Board

 by Leslie Dashew

Once again, I have seen the tremendous opportunities and benefits that accrue to a family business when a truly professional fiduciary board is put into place:  access to intellectual capital;  wisdom and objectivity; networks of business contacts;  and institutionalized leadership.   I have found repeatedly that through the implementation of a fiduciary board, we can access incredible talent that surprises most family leaders.  

An example: 

“Legacy Family Business” is a 70-year-old company that has been led by two second-generation brothers  in their late 70s. The non-family CEO is in his mid-60s and has been recently thinking of retirement. In one branch of the family business, two third-generation family members work, but neither are an appropriate candidate for succession. Moreover, the family has remained largely uninvolved in the business, always perceiving it as "dad's business." 

Their advisors had been encouraging the family leaders to complete succession planning, which included all three roles and estate planning.  The fiduciary board was one of the recommendations I made when I began working with the family. This was to ensure that the leadership talent would be in place during the time in which the three leaders were transitioning and the family was becoming educated about stewardship.  As the process began, the three leaders scratched their heads and wondered how they would attract anyone to serve on the board. 

The leaders were astounded by the results we had!  The brothers, who were the majority owners of the business, decided to have a majority of five independent directors and three family members along with the CEO.  From among a large pool of candidates who responded to our outreach, we selected:

  • a very bright CPA with amazing experience in mergers and acquisitions and oversight of public and private companies;
  • a wise elder in the industry who had vast experience using the company’s products;
  • an extraordinary marketing and strategic background who had worked in the industry and in other industries;
  • and a business leader who had formed a board for his own third-generation family business, served on several other family business boards and had become very knowledgeable about governance. 

One member of the former advisory board was selected to continue on the fiduciary board because of his extensive experience in banking, business and financial matters. They all shared the values of the family and were excited to serve the family and with each other.

Oftentimes, I have found that families and their business leaders are intimidated by what seems to be insurmountable obstacles to organizing and operating a board with independent directors.  The cost is well worth the outcomes.  As with finding other talent, it is important to be clear about your goals for these resources, the roles they will play and to effectively communicate the compelling reasons they would want to be part of your team.

Here is the process.

1.Clarify the purpose and goals for having a board.

For example:  Legacy Family Business is seeking to establish a Fiduciary Board of Directors to provide oversight and guidance to a  growing company during the transition from one generation of leaders to the next.  The family members who own this business are committed to see it led and governed by the most qualified business people available. This commitment is driving the family’s goal of developing a Board of Directors with a majority of independent outsiders who will bring a variety of talents, experience and perspective to help assure that the business continues to thrive in its third and fourth generation of ownership. The family shareholders will look to the board for guidance, education and objective perspectives. 

In some family businesses, one of the objectives of the board is to provide mentorship to up and coming younger generation leaders.  This can be specified in the board statement of purpose as well.  Board members often bring a wealth of experience in helping young people in their business lives (and personal lives) with objective perspective on what is needed to be effective leaders. 

2. Create a board matrix that identifies the competencies and perspectives desired for the board. Click here for an example.

3. Discuss the investment needed (fees, insurance, time)

Typical board fees are at a rate of $1-8,000/meeting (a formula often used is to divide the compensation of the CEO by 200 for the meeting fee for each director) plus travel expenses. It is important to look at what other closely-held businesses in the area are paying board members as well. D&O insurance may need to be increased depending on the nature of the business and the requirements of board members.  Much time is required to set up the board, go through these steps, and prepare for each meeting. 

4. Clarify indemnification and assure sufficient Directors & Officers insurance

The bylaws and/or articles of incorporation often specify how the company indemnifies its officers and directors.  This refers to willingness of the company to “hold harmless” those guiding the business if they act in the best interest of the company, and to cover the costs of defending themselves should the company, its officers and/or directors be sued.   Board members who are experienced will have specific expectations about the language of indemnification and the amount of D&O insurance required to protect them in the event of litigation.

5. Create a board prospectus that gives background about the board, the company and the owners, while specifying expectations of board members.

The prospectus typically includes the following topics:

Purpose of the board Background/history of the company

Current business (products, services, volume, customers)   

Ownership and leadership

Structure of board (independents, insiders, committees, responsibilities)

Specific goals and plans for the board (challenges or transitions to address, frequency of meetings)

Board member qualifications (competencies, experience or perspectives sought)

Compensation and D&O/indemnification provisions

Process of recruitment and selection (timeframe, where to send letter of interest and resume)

6. Develop a board manual that guides the operations of the board and committees, while providing ongoing information needed by directors

Company background

Company basic data                                                                                    

Company philosophy                                                                      

Purpose of board of directors                                                                   

    role of the board

    role of owners

Guidelines for board member                                                                   

      Operations of the board

      Board meeting location and scheduling                                                  

      Board member compensation, expense reports

      Appendices, e.g.

          Contact information

          Bylaws                                                                            

          Shareholder agreement                                 

          Financials of last three years and some data             

          Types and amounts of insurance                       

          Types of compliance/agencies/frequencies  

           Conflict of interest form                                              

          Organization chart                                                  

 

7. Board Recruitment:  send out a letter with prospectus to everyone you know, advisors, industry associations, etc. about the board you are forming.  Create a time frame for review/interviews and selection

8. Board Selection:  use the matrix to evaluate candidates and compare them; interview the finalists; select those whom you feel have the competencies, values and chemistry to work with owners, families and each other

9. Orientation of new Board Members: develop a program of orientation to the business and the family

10. Setting the Schedule and Agenda:  set the schedule for a year of meetings and the areas you want to be covered in the first year

The process, if done systematically, will take time and attention, but will yield a highly functioning organization from the beginning.  Some of the benefits we saw right away with the client above:

A higher level sense of accountability than had existed in the officers before, and attention to detail and communication that had been missing; Education of all stakeholders about what is possible in the world outside of this industry and this business for best business practices; Opportunities to connect with publications that would create new marketing opportunities that had not existed; Beginning of a process of strategic analysis and planning that helped all leaders to begin to develop realistic and sound plans to continue growth and sustainability in an expected downturn in industry; Confidence within shareholders that there was a talented team of business people who would help them make the best decisions about the business now and in the future.

Aspen Family Business Partner, Joe Paul comments:  One of the valuable traits that a director can bring to the table is experience in their own or another family business.  That might extend into the willingness to address family issues that are complicating the governance process. It might be called the “Dutch Uncle” role where in this, the director would have the emotional license to speak to the issues of disruptive family dynamics, and  be willing to take a family member to "the wood shed" when necessary.

It would also be helpful to shine a light on the leaders’ personal sources of resistance to more rigorous governance such as:
Fear of becoming obsolete.
Fear of unintended consequences in the family relationships
Fear of not having stamina required
Fear of failure
Fear of loss of control
Fear of discovery of "skeletons in the closet"

I find that folks often cover up fear with another emotion, like anger, since the latter is a safer emotion to be in.  Helping them become more conscious of their camouflaged emotions helps, such as helping them identify certain emotions by the physical sensation they create like a tremble in their chest, or gritting their teeth.

A couple of quotes occur to me concerning fear: "A problem identified is a problem half solved." --Charles F. Kettering 

And regarding governance is: "It is not a question of whether you are governed or not:  It is a question of what are you governed by."--Joe Paul

 

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