Your partners throughout your governance transformation journey
What we Excel at
At Chiniara & Co. we:
Facilitate conversations among family members, and ensure alignment
Design 100-year plans
Institutionalize decision-making systems & processes
Devise governance structures, and monitor their implementation
Build Boards of Directors, and help grow your Wealth
Governance Gap Analysis
Purpose / Vision / Values
Family Conversations Matter
If I had only one hour to save the world, I would spend fifty-five minutes defining the problem, and only five minutes finding the solution —Albert Einstein
In the same vein, 91.66 percent of the process of a succession planning
journey is framing the issues, while the remaining 8.34 percent would be
to devise the ensuing family charter.
If we were to define family governance in one sentence, we would say that family governance refers to the conversation a patriarch/matriarch needs to have with their children, and in the absence of the father/mother, the conversation the siblings need to have, once they inherit the Wealth from their parents.
Upon the passing of a founder, their heirs take over the ownership of their financial wealth.
Unfortunately, management skills, social skills, and people skills do not pass from one generation to another.
The NextGen inherit assets, they may relate to, or they may not.
They would need to agree a way forward.
Who are we?
What is it that has been transferred to us?
Do I relate to it or not?
Do I want to keep I or not?
If yes, am I willing to partner with my brothers, sisters, nephews, nieces, cousins, etc.?
If yes, at what price? What do I want in return?
If no, how to take my share of the inheritance, without disrupting the status quo, and without aversely materially affecting the other heirs?
Shareholding vs. Ownership
Shareholders vs. Owners
In a family business context, I tend to distinguish between shareholders and owners.
In a legal context, shareholders are those individuals who hold a financial interest in a property, be it a legal entity or a real estate asset. In some countries, the term shares are loosely used to refer to the financial interests one owns in a limited liability company (LLC). As a general rule, no shares are issued when forming an LLC. The financial interest owned by a partner in an LLC is referred to as “parts” or simply “financial interests.” In a legal context, the term “shares” is used if the company being established is a corporation (or joint stock company [JSC], or Société Anonyme), with shareholders owning the shares in the capital stock of the corporation.
Most of the literature uses the term “owners” to refer to family members who have a financial interest in a family business.
I prefer however, to distinguish between shareholders, owners, and stakeholders.
Distinguishing between these three categories of individuals steers the conversation away from the “business” and instead focuses on the “family,” and goes to the heart of succession planning.
For me, owners are those individuals who have a sense of belonging.
They are the ones whose legacy, name, or brand is attached to the business, and who care more about the long-term gains than the short-term profits.
The stakeholders are those individuals who interact with the business, and who have a stake in its success, other than the shareholders or the owner. The term includes, without limitation, employees and third-party service providers, such as bankers, auditors, suppliers … also family members working in the business.
Succession Planning vs. Estate Planning
The terms succession planning and estate planning have been used interchangeably in recent literature. In fact, they relate to two different things.
Succession planning relates to the act of passing the baton from one generation to another. In a family business context, it deals with the transfer of wealth from one generation to another.
As for estate planning, it is a legal concept. It refers to planning one’s inheritance to avoid or preempt any confusion or misunderstanding and, sometimes, feuds, among heirs.
Board of Directors
The Board of Directors
Over the years, many new rules and guidelines pertaining to board composition and duties have come into being. The bedrock challenge for directors, nevertheless, remains constant: Find and retain a talented CEO possessing integrity, for sure, who will be devoted to the company for his/her business lifetime. Often, that task is hard. When directors get it right, though, they need to do little else. But when they mess it up … –Warren Buffet, letter to shareholders, February 2020
The board of directors is a first line of defense. It is the tool of checks and balances par excellence.
Before building a board of directors it is important to understand what a board does, and whether the shareholders need one.
Not all family businesses need, or are ready, to have an IBM-style board of directors. Some are content with a hybrid-type board, combining the functions of a shareholder assembly and those of a board of directors.
Others need a longer time to transit from a private and collegial decision-making forum to a more formal one.
Regardless of circumstances, once the shareholders decide they need a board, they would need to determine what kind of board their business needs, and what kind of board the shareholders can work with.
Most legislation is silent when it comes to determining the composition of the board, the profile of the board members, or the tenure of the directors.
As a result, there is no fixed or unique formula for a successful board.
The answers to these questions will depend on the needs of the business over an extended period of time.
Family / Corporate / Financial Governance
The difference between Family Governance, Corporate Governance, and Financial Governance
We tend to look at a family business holistically.
A family business, unlike other forms of business, is not a stand-alone entity.
It is an ecosystem comprised of three autonomous systems: the Family, the Family Business, and the Family Finances (the financial assets other than those related to the business).
These systems are different in nature, yet complementary, and cohabitate under the same roof.
They are in perpetual motion, and evolve constantly.
To cohabitate efficiently, each one of the three systems, comprising a family business ecosystem, requires its own governance rules and policies.
The whole, encapsulated in what is commonly called a ‘Family Charter’ or ‘Family Constitution’, or ‘Family Protocol’, etc.
Family governance deals with the rules defining the relationship among family members, and their relationship with money and the source of money.
Corporate governance deals with the rules defining the relationship among the shareholders, and their relationship with the managers of their investment in the business, as well as the various stakeholders serving the business.
Financial governance deals with the rules defining the manner in which the family wish to manage their personal Wealth, (other than their Family business) including, inter alia, (intellectual, cultural, financial, human, etc.), and their relationship with third-party service providers, and trusted advisors.
Family finances, are sometimes clubbed under what is commonly referred to as a ‘Family Office’.
1. Seismic shifts are currently taking place across the globe at an unprecedented level, be it geopolitical, technological, cultural, societal, legal, or regulatory;
2. Family businesses are going through a generational change, and over the next couple of decades trillions of dollars will pass from one generation to another; and
3. People are living longer. NextGen family business entrepreneurs are less inclined to wait patiently in the shadows of their elders until the business is transferred to them. Being educated, autonomous, and ambitious, they have their own visions and seek to pursue their own dreams (while retaining a pride and sense of privilege in their role of maintaining and ensuring the continuance of a family heritage).
When asked why they would rather set up their own businesses than join the family business, about 90 percent of the NextGen interviewed would cite the lack of a comprehensive succession planning process as their number-one concern. Family feud comes second.
If these matters were remedied, and proper governance systems and frameworks were to be introduced and implemented, approximately 75 percent of those questioned would consider changing their mind, and potentially join the family business.
Unfortunately, over 80 percent of the families interviewed are only just waking up to the challenges ahead and have not yet taken any measures to prepare for the transfer of their wealth to the NextGen. Furthermore, up to 90 percent of those families do not know where or how to start.
To the rising next generation family entrepreneurs out there:
You are the future.
Dream big, be bold, and never fear.
Also, be respectful of your elders, love your neighbor, stay true to yourselves, work relentlessly, and always strive for excellence.
No one can construct for you the bridge upon which precisely you must cross the stream of life, no one but you yourself alone —Friedrich Nietzsche
Checks & Balances
Profit / Risk Sharing
C-Suite Executives Induction
Institutionalization is the term used when families in business separate ownership from management while favoring meritocracy over pure nepotism.
In other words, when they introduce structures and protect those structures with rules (systems and policies) that (i) apply to all without distinction (where no one individual is above any said rules), and
(ii) ensure the business is managed by the most competent individuals, irrespective of whether said individuals are family members or not.
Institutionalization is also about separating ownership from shareholding, emotion from reason, mind from matter, the conscious from the unconscious, and the spiritual from the physical.
Idea meritocracy—i.e., a system that brings together smart, independent thinkers and has them productively disagree to come up with the best possible collective thinking and resolve their disagreements in a believability-weighted way—will outperform any other decisionmaking system —Ray Dalio, in Principles
Family Charter Implementation
Family Charter Monitoring
A family charter is not an end in itself, it is a means to an end.
It documents the agreement reached among the family members at a given time in their life cycle.
It evolves at the pace of the slowest family member.
You need not look for the holy grail
A family charter does not need to be perfect
It is aspirational and evolves as the needs of a family evolve
It is contextual. It is tailor-made, and remains a perpetual work-in-progress
You need not embark on a conversation instead
Going through the journey breaks barriers and builds trust
It introduces a culture of communication
It is part of giving and taking
The most effective family charter is the one written by the family itself. They, alone, are responsible for its success and for its implementation
A family may secure the help of third-party experts
Often, these experts are invited to hold the pen on behalf of the family
However, at the end of the day, the Family needs to embrace the final result
Other attributes of a family charter:
A family charter is a charter of trust.
It is also a partnership agreement.
It is enforceable and binding among its signatories.
Its enforceability transcends contract law and finds its roots in ME making a deliberate choice to (i) Participate in its elaboration; (ii) Recognize its authority; and (iii) Ensure its sustainability … while remaining Free and Autonomous.
In a family charter, WE becomes the guardian of ‘familiness’.
It provides protection for ME. It projects a sense of communion, and ensures fairness across the board.
It is used as a communications tool, in the interest of WE + ME, and in the interest of ME a member of WE. Also, it is a tool to sanction ME and WE, as may be required to maintain peace.
Coaching Seniors to Let Go
Coaching Next-Gen to Take Over
Succession planning is where giving and taking meet (“un rendez-vous du donner et du recevoir,” an expression coined by President Léopold Sédar Singhor, of the Académie Française.)
The Art of Transferring
There is nothing more frustrating for a son or a daughter than to hear their father/mother tell them: “I built this for you. One day this will all be yours.”
Parents build a business for themselves. They are the ones who develop a passion for what they do. They are the ones who attend the gala dinners and have their pictures on the cover of business magazines.
They are the ones who get all the awards, and who shake hands with the heads of state, ministers, and other government officials. Ultimately the parents, as founders, receive all the gratification they want from their business.
However, at one point in time, responsible patriarchs/matriarchs need to ask themselves the hard questions:
“What do I do with all this? Do I pass it on? Do I sell it? Do I keep it for myself or que sera sera?”
If the conclusion is to pass it on, then what happens next? How is this achieved in an orderly and non-disruptive manner?
Succession planning in a family business context refers to the transfer of the “baton” (some would say the “flame”) from one generation to the next.
Conflicts are part of human nature and are inevitable. In a family business context, they should not be suppressed, but every effort should be made to resolve them with understanding and judicious wisdom. This is the true test of leadership in this scenario. One needs to try and prevent, if not preempt, conflicts, and manage them adequately when they occur.
It is true that the term “family business” comprises two words: family and business.
However, family + business do not necessarily = family business.
While we place family at the center of any business succession exercise, we also address each of the other two elements that make up the family business equation: the family business and the family finances.
This being said, we do put more emphasis on the family and on family matters, knowing very well that, if we miss a step, all the work we do on the “business” and the “finances” sides will fall apart, at the first opportunity a crisis hits the family or the business.