• Governance experts claim the need to reduce family ownership in the company to 35% of the shares.

    19/04/2017


    Business Governance Forum in Asharqia Chamber.

    Governance experts claim the need to reduce family ownership in the company to 35% of the shares.

    Hayden: For the family company  continuity it has to determine who owns the ship, the owner or the captain or the partnership between them?

    Al Muhaidib: Some boards of directors in the world meet 12 times a year.

    Al Atishan: Family businesses are responsible for improving at least 90% of the region economies.

    Al Zamil: The main features of the Zamil family constitution are aiming to enhance family values.

         

                 
    Majed Al Qasabi, the Minister of Trade and Investment, organized a forum of business governance in Asharqia  Chamber on Wednesday, April 19, under the patronage of the Minister of Trade and Investment, in cooperation with INSEAD Business School and said that the growth and sustainability of family business happens through changing the culture among the emerging generations within the family towards accepting and respecting the views of others.

    The speakers agreed on the importance of having independent members within the board of directors, and that the independent member bringing with him added scientific value that can enrich the company with creative ideas,  urging for the need to reduce the ownership of the family in the company to 35% of the shares, stressing that the collapse of family businesses comes in part happens when neglecting the strategic aspects, and thus pointed to the importance of the existence of strategic plans that can be implemented properly and under the supervision of the administration council.

        
    Governance and Board of Directors

    The first session of the forum called for activating the role of the board of directors in family businesses, not only by being the owner of the company, by activating the relationship with the executive body, setting the vision and mission, setting the criteria for success and helping the executive to achieve them.

    In this session, titled "Governance and Activating the Role of the Board of Directors", the head of INSEAD Global Governance Initiative Professor Ludo Van der Heyden, said that governance is a bit difficult because it is not as active as accounting and following as it is a legal entity through which executive management can be dismissed.

    He said that governance is a Greek word that means sailing, which is not necessarily owned by the master alone, although he controls the ship path, while the board of directors owns and controls the ship, but the executives are the ones who come and go. The owner is the executive director and the owner is the board of directors. In the event of a mistake, the  captain may be dismissed from his services. Therefore, the family company has to determine who owns the ship, whether the owner or the  captain or the partnership between them. .

        
    Companies are more like a football team

    Heiden stressed that the board must determine what they want from the company and what they aspire to. The members of the Council must have a framework in which to define the criteria for success and cooperate with the executive to achieve these standards. The Council must define the vision and mission, from family businesses to the same family but should be formulated according to market data and challenges, and looking to the future.

    Heiden compared the companies to football teams, everyone involved in the game, everyone playing a part in the task, including the board, and the executive administration playing a dual role in the process. He might be an attacker who seeks to achieve the goals and may be a defender seeking to maintain the company, that the responsible figures may affect the Board of Directors, and that the Executive Director may also affect, so it is necessary for the council to determine what he wants this company to be, and not only to appoint the executive staff, and then demobilized and expelled, and here to ensure the continuation of the company, The process begins with the board of directors and its relationship with the executive body.

    Hayden emphasized that governance starts with the board of directors, and the purpose is to comply with the laws, pointing that governance is to improve plans and ideas for their implementation in the long term.

        
    Dismissing the bad elements in executive boards

    For his part, INSEAD resident director Frank Dangered reviewed some of the successful companies stories, some of which were made by the initiatives and decisions of their boards, stressing that members of the Board should try to maintain the company, dismissing the bad elements in the executive boards, and that each element is ready to serve the company, and that decisions become producing.

    He stressed that the relationship between the board and executive management should be positive, with some crossing in benefits, allowing for accountability and evaluation, and boards should improve strategies for their companies to protect them from obstacles and to have the ability to evaluate risks.

    Dangirad said that the family ownership should be reduced to 35% of the shares, stressing that the head should be independent from the family.

    In the second session, which was conducted by Daniger, Mr. Mohsen Al Muhaidib, Vicar of Strategic Investments in Al Muhaidib Group, Founder and Chairman of Partners, Waleed Al Banawi, Ambassador of INSEAD to Egypt and the UAE , Majid Basta, who called for the need to focus on the managers and the executive staff, who should use his experience is the most present in the process, pointing that the existing culture of business and family harmony must be maintained and we seek to add additional dimensions by opening up to companies In the world, it is important to emphasize that family businesses in the Middle East have shown success and it is important to maintain it and strive for continuity in this success.

    Al Banawi said that the transition to a joint company contributes to raising performance and that the effectiveness of the role of the board of directors is pushing it forward. Some companies have failed because they neglected the strategic aspects and therefore there is a need for proper strategic plans that are supervised by the board of directors.

    Al Banawi pointed that in many countries in the Middle East, including the Kingdom, a long history of family companies, before the extraction of oil, we are pioneers in this regard and we have to entrench the concept of institutionalization in family businesses to maintain them and to give up a little emotional family that does not enter Her business activity, pointing out that in Europe family businesses have decades of work, and the reason for that is institutional, which ensures continuity.

        
    The number of independents not less than two members

    For his part, Essam Al Muhaideb explained that family businesses started without a board of directors, that is, they started from a business idea. With expansion, it is important to have a framework. Governance has become necessary, noting that some boards of the world meet 12 times a year. The importance of the existence of independent members, the independent member with added scientific value, and no independent member should be added. The number of independents should not be less than two members, and will increase the number of independents in the board.

    He mentioned that the Board of Directors has two main roles. The first is the role required to be played in the legal framework. The second is to play a role in motivating the executive and improving the work.

    In the main session, speakers were honored by Professor Ludo van der Hayden and Chairman of Asharqiyah Chamber, Abdulrahman bin Saleh Al Ataishan, who stressed during his speech that the ideal solution for the sustainability of family business lies in the introduction of governance procedures, Management and ownership and take companies regardless of their size and the number of members of their owners to progress and continuity, noting the need for family business owners to review their policies in the management of their work in accordance with the regulations and institutional procedures, pointing out that the forum comes to spread awareness among owners of your family businesses What would maintain the continuity of their different types.

    He stressed the importance of family business owners to follow the governance procedures in their business because they have positive returns not only on the continuity and growth of their companies, but on various aspects of the national economy, as their role in creating new jobs and approving the existing jobs.

        
    Tending towards governance and transformation paths

    "Family companies are an active contributor and a major factor in various economies of the world. They are estimated to be responsible for  improving at least 90% of the region economies. However, they are particularly vulnerable after the founding generation of many according to Al Ataishan, more towards governance and transformation paths.

    Khalid Al Zamil, the Excutive Manager of Al Zamil Group, talked about the success of family businesses, pointing to Zamil Group, saying that the company governance procedures within the company and the family together achieved a smooth transition through the generations. He pointed that the group management has successfully moved from the founder, to the second generation of his sons and is currently in the process of transferring the leadership to the third generation.

    Al
    Zamil Group solutions are to meet the challenges of maintaining family values, managing succession and other challenges by adopting best practices in business governance  in the Group and applying an advanced management approach based on strategic planning, risk management, internal plans and human resources management, also the best administrative frameworks and practices such as balanced performance cards and the establishment of the family governance system agreed upon by the members of the Family Council, indicating that it is a system based on two main pillars: the family Constitution and behavioral rules.

    Al
    Zamil said that the main features of the Al Zamil family constitution aim to enhance family values, establishing powers and authorities for family institutions, improving frameworks and principles for the progress, and defining procedures for reviewing and revising the family constitution and other related goals.

        
    Recruitment of future leaders

    In terms of succession and talent management within the group, Al Zamil stressed that the recruitment of future leaders in the group is not an acquired right, as leaders must meet the requirements of the family constitution and the governance system, such as gaining practical experience outside the group and competing with other leaders in the group. The non family members, pointing that the unqualified people are being granted positions.

       Recruitment of future leaders

    In terms of succession and talent management within the group, Al Zamil stressed that the recruitment of future leaders in the group is not an acquired right, as leaders must meet the requirements of the family constitution and the company governance system, such as gaining practical experience outside the group and competing with other leaders in the group. Non family members, pointing that the unqualified people are given leadership positions of choice to work in a community service center or head office or  the non working group.

    In this context, Al Zamil pointed to the talent management program implemented by the group and helps making remarkable talents for the present and the future through four successive stages, starting with attracting talent through managing performance of these talents through continuously reviewed performance standards and improving the talent.

    At the end of his paper, Al Zamil advised family business owners to implement family and company governance systems, especially when the family is united to prevent any potential conflicts. He pointed the importance of balancement between family, company and charity activities. Between these three aspects, stressing the importance of transparency and clarity as the seeds of a long term partnership with the need to not remind others of their mistakes, but learning from those mistakes and continue the  journey forward.

       
    The importance of the independent member

    In the conclusion session, titled "Balance of Power in the Board of Directors," chaired by Dr. Ibrahim Al Murtif, the head of the Bir Center for Studies, saying that balancement in the board is the question that is still looking for an answer. The management of an independent member of that member does not have a direct relationship with the company before joining, pointing that each board must have the presence of an independent person, but the secret lies in how to choose that independent person who can provide added value to the company towards its progress and prosperity in the future, he stressed the importance of an independent person or member being wise and based on the idea of ​​leadership, not authoritarianism, while noting the importance of an independent member having the ability to exchange views and being cautious about the misuse of power. Al Othaim, a member of the Board of Directors of Riyadh Chamber, said that family companies should have advisory bodies. He pointed to the importance of an independent board member in particular and that he brings ideas from outside the fund and thus is of great value to the company, and then he considered the role of the organizer as an indicative rather than restricted.

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