1 Reducing Anxiety of Succession Planning: A Focus on Strategic Planning, Governance, and Continuity 1 June 18, 2014
2 Reducing Anxiety of Succession Planning: A Focus on Strategic Planning, Governance, and Continuity June 18, 2014 2
3 WELCOME Kirk Monroe EVP, Director Wholesale Banking Vectra Bank Colorado 3
4 SPEAKER INTRODUCTION Janet Lowe SVP, Director Vectra Wealth Management Vectra Bank Colorado 4
5 KIM SCHNEIDER MALEK Founder/President of Family Enterprise Alliance, LLC Global education, facilitation, and consulting firm for family businesses, enterprising and philanthropic families, and professional advisors and organizations serving them. Advancing family enterprise since 1997. Advises in the areas of continuity, succession and strategic planning, governance, next-generation leadership development for family, ownership, and enterprise, family meeting and retreat facilitation, shared decision making, communication, conflict management, and customized education. 5
Succession and Continuity 1. What is it? Is it an event or a journey? 2. How does it affect ownership, management and family unity? 3. What is the difference between succession and continuity? 4. How will we know if it has been successful?
Definitions 1. Family enterprise vs. family business 2. Enterprising families 3. Succession 4. Strategy 5. Leadership 6. Regeneration 7. Governance 8. Continuity
Facts Survival rates: 30-12-3 30% of family businesses survive the transition to second generation 12% of family businesses survive the transition to the third generation 3% of family businesses survive into the fourth generation and beyond Global proverb: Shirtsleeves to shirtsleeves in three generations
Basic Global Data Points Family businesses constitute 80-98% of all businesses in the world s free economies. Family businesses generate 49% of the gross domestic product (GDP) in the United States (approximately $7.5 trillion). Family businesses generate 70-75% of the GDP in most other countries, 82% in Indonesia. Family businesses employ 80% of the U.S. workforce. Family business employ 50-75% of the working population around the world. Family businesses created 86% of all new jobs in the United States (1999-2009). A total of 35% of S & P 500 firms are family-controlled.
Basic Global Data Points (continued) A total of 37% of Fortune 500 companies are family controlled. A total of 60% of all publically held U.S. companies are familycontrolled. A total of 138 billion-dollar family firms in the United States. Number of family-owned business in 17 million the United States: Number of U.S. family-owned businesses with annual revenues greater than $25 million: 35,000 Family-business outperformance of nonfamily business in the United States: Family-business outperformance of nonfamily business in Europe: 6.65% annually in return on assets (ROA) 8-16% annually in return on equity (ROE), depending on the study 10% in market value
HOW DOES SUCCESSION AND CONTINUITY PLANNING AFFECT OWNERSHIP, MANAGEMENT OF THE ENTERPRISE(S), AND FAMILY?
Family Business Model Three-Circles Model Ownership Family Family Dynamics Management Enterprise 1982, Tagiuri and Davis
Family Business Succession Perspectives Most families need some sort of blend of these Shareholders come first (maximize shareholder value, returns; minimize risk Most important issues: Investment time horizons and perceived risk Inactive s/h making strategic business decisions Lose sight of founding culture, long-term goals, and power of patient capital Erodes family unity which impacts will Ownership First Use the business for the family Equal pay to all family members regardless of position Continuity depends on personal agendas and level of conflict FF businesses are likely to choose continuity only if all family members aspire to the goal and the retiring members have enough money Family First Management First Family members are discouraged from working in the business asset Performance based on all business Focus on profitability, ROA, market share, revenue growth, and ROE only Next Gen viewed in terms of utility and contribution Business needs exceed family needs in priority 1982, Tagiuri and Davis model Ernesto Poza on philosophy 14
Ownership The Development Model of Family Enterprise Continuity Cousin Consortium Sibling Partnership Parent Offspring Partnership Controlling Owner/Founder Young Business Development Entering the Business Enterprise Working together Passing the Baton Based on Gersick, Davis, Hampton, Lansberg (1997) and Gersick, Lansberg, Desjardins, Dunn (1999 FBR)
Successful Continuity Practices 1. Scoping Conversations Questions to ask Family Enterprise Ownership and Control 2. Planning for continuity in the business, the family, and ownership Succession and Contingency Strategy and Regeneration Governance Leadership 3. Initiating Who? What? When? How? Risks of doing something; costs of doing nothing 4. Managing anxieties and emotions
SCOPING ENTERPRISING FAMILIES SHARED ASSETS FORMS OF CAPITAL BUSINESS Operating business Real estate Entrepreneurial initiatives Social enterprise WEALTH Trusts Family offices Family banks Family foundations Private equity funds Insurance PHILANTHROPY Family foundations Donor-advised funds Social impact investments Philanthro-travel/affiliates COMMUNITIES Family unity Family councils and assemblies Vacation homes/retreats HUMAN EMOTIONAL SOCIAL INTELLECTUAL QUANTIFIABLE Family (each defines their own) Non-family Personalities Values/ethics/faith/spirituality Connections (family unity) Communication Legacy Trust Willingness/readiness Health Commitment/passion/inspiration Networks Voluntary involvement Shared experiences Governance/risk tolerance Succession, structure, policy Leadership/Innovation/change Entrepreneurship Collaboration Advisors Technology Education/literacy Shared information/dec. making Money/Capital Assets Time Ownership/Control Copyright 2014 Family Enterprise Continuity Alliance, LLC Kim Schneider Malek, Founder/President P: (303) 915-0242 E: Kim@AdvancingFamilyEnterprise.com
Continuity: How to do succession planning
Continuity: What is governance? 1. Governance is a formal structure and agreed-upon process in which to live shared family values and steward shared family assets responsibly, collaboratively, and proactively. 2. Governance results in being a flourishing family who owns thriving enterprise entities and assets. 3. Governance provides a safe place to address and manage conflict that results from being a multi-generational enterprising family.
Structure & Roles Governance Focus for Successful Enterprising Families Family Communication Meetings Family Councils Family Assemblies Family Constitution or Charters Ownership Board of Directors Advisory Team(s) Shared Vision & Goals Management Board of Advisors Management team(s) Strategic planning Succession planning Organizational structure Boundaries & Communication 20
Governance Terms Structures 1. Board of Directors 2. Board of Advisors 3. Executive committees/teams 4. Family councils 5. Owner council 6. Cousin councils 7. Next-generation talent development curriculum/programs (family enterprise university concept) Documents and tools 1. Estate plans 2. Wills (includes living and ethical wills) 3. Shareholder agreements 4. Buy/sell agreements 5. Succession plans 6. Vision, mission, and value statements 7. Family genogram 8. Family constitutions and Codes of Conduct 9. Entry/exit/performance policies 10. Responsibility matrix
Managing Anxieties
The Core Disciplines: Succession Perception Filters Ownership Financial Education Management Family Enterprise Legal Behavioral Adapted from Mark Voeller, 2001
Family Enterprise Succession and Continuity Considerations 1. Failing to plan is planning to fail. (Winston Churchill) 2. The people in control have the absolute right to make whatever decisions they want relative to their succession planning journey but should be aware of the repercussions that might occur as a result of pure prescription. 3. All parts of a system must be congruent in order for that system to continue working after changes are made. 4. The probability of success in implementing the succession plan is directly related to the hand that the key stakeholders have in creating the plan (the Power of Inclusion; procedural vs. distributive justice). 5. Openly addressing the succession planning conflict in a family enterprise may be painful initially, but, in the long run, it is likely to be less costly, relative to both dollars and level of pain, to the family, the owners, and all entities than not planning. 6. The family is a formal entity within the enterprise demanding comparable planning, governance, and leadership attention to that of the business and wealth, if continuity of the business, preservation/growth of the wealth and family unity is a genuine goal. 7. There is nothing as unequal as the equal treatment of unequals.
25 BEST PRACTICES FOR FAMILY AND PRIVATELY HELD BUSINESSES: GOVERNANCE, RISKS, CONSEQUENCES Mark Williams Senior Member Sherman & Howard L.L.C. 25
Why Plan? You have an established business, with real value. You may want to sell, you may want to pass it down. Either way, preserving and enhancing value should be part of your goals.
Governance Set expectations and values Corporate checklist Basic Governance Documents Current Articles of Incorporation/Organization Current Bylaws/Operating Agreement Current Shareholder Agreement Annual meeting minutes Board minutes And current Estate/Financial Planning Documents
Governance (continued) Recommended Corporate Structure best for tax/expansion? Independent directors for part of Board Code of Conduct/Code of Ethics/Conflict of Interest policies FCPA Employee policies Intellectual Property Contracts Insurance Accounting Investment management
Risk Assessment Literally sit down with senior management, and then the Board, and ask: What are our risks in our business, and what are the threats to its growing success? Then plan MAXIM: The better you manage risk, the more profitable and valuable the business becomes.
Cost of Doing Nothing Can be a lot: loss of business, employees, and value Outside fees to fix Disharmony in family or among shareholders Fights ensue Fights cost money Fights rarely if ever make you money
Value of Fixing/Planning Now Greater value of company More profits May not want to sell now
Questions? Mark Williams 303.299.8211 Direct 303.726.8111 Cell mwilliams@shermanhoward.com
33 PANEL DISCUSSION Janet Lowe Director Vectra Wealth Management Mark Williams Senior Member Sherman & Howard L.L.C. 33
34 CAPSTONE: HOW TO INTEGRATE TODAY S PROGRAM INTO YOUR SUCCESSION AND CONTINUITY PLANS AND JOURNEY Kim Schneider Malek 34
How to integrate today s insights into your succession plans and journey 35 1. Summarizing highlights 2. Planning next steps 3. Available resources for continued learning 35
36 THANK YOU FOR JOINING US! 36