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Family business in Italy Transferring the Control of Business to the relatives in the Family business: how to make it effectively Moscow, February 7, 2013 Dott. Francesco D’Aprile, Italy Scenario: World 35% = Family Business Scenario: USA 80% = Family Business 50% of total US employers Family Business Represent 50% of the US GDP Scenario: Europe 66% = Family Business 17 M. companies with 100 M. employers Represent 40%-60% of the EU GDP 25% of the first 100 EU co. Family Business Scenario: Italy 93% = Family Business 43% Boss older then 60s (Founder) 42% 2nd Generation involved in the company 25-30% dies at starting the 2nd Generation 4,9% survives after 3rd Generation Scenario: Structure of Italian companies (year 2010) Companies Employers Revenues 80.000 Italian entrepreneurs are yearly involved in family business transfer Structure of Italian companies (year 2010) Size of Italian Companies (n. employers) 1-9 (Micro) 10-49 (Little) 50-249 (Medium) ≥ 250 (Big) Total Source: ISTAT N. Companies % N. Employers % Revenue € /Mil. % 5.024.657 95,24 8.133.573 47,00 780.351 26,84 221.522 4,2 3.512.555 20,29 672.031 23,11 25.359 0,5 2.110.525 12,20 572.517 16,69 3.977 0,06 3.549.081 20,51 882.996 30.36 5.275.515 100,0 17.305.734 100,00 2.907.895 100,00 Focus to: Family Business and Succession Planning A challenge everywhere USA: “Shirtsleeves to shirtsleeves in three generations”. Mexico: “Padre bodeguero, hijo caballero, nieto pordiosero”. (Father merchant, son gentleman, grandson beggar). Brazil: “Pai rico, filho nobre, neto pobre”. (Rich father, noble son, poor granson). China: “Fu bu guo san dai”. (Wealth survives three generations). Italy: “La prima generazione crea, la seconda conserva, la terza distrugge”. (The first generation creates, the second preserves, the third destroys). Russia: … Succession Planning in Family Business • Succession is not only a merely leadership replacement, but it is a learning and regeneration process; • Several researches show how Succession Planning in Family Business is the key time to re-think and re-design the – – – – ownership strategic model operational model management of the company Succession Planning in Family Business: Individual and Psychological level Father – – sense of loss afraid to leave out Family dimension – – Heirs – – Management/staff – continuous confrontation with the father figure Entrepreneurship is something that you can not inherit familiar with the charismatic style, difficult to change. Main Issues – Corporate culture and managerial style lack of objectivity in the evaluation of the Heir difficulties in sharing knowledge – It is quite impossible to play a real leadership – – paternalistic poorly delegation oriented – opposing risks: risky and not so rational management management under the shadow of the father, inability to self-manage – resistance to change LONG TERM ORIENTATION L H Succession Planning in Family Business: Main Issues SUCCESSION WITHOUT ABDICATION SUCCESSION WITH ABDICATION The founder manifests a reluctance to delegate gradually his powers, which means, as a result, a sudden entry of the heir in the company. The success of the process is subject to the capacity of the emerging generation to manage the impact with the responsibilities of corporate governance. The founder has an high inclination to the delegation and a remarkable ability of adaptation, with an orientation to long term. The training of heirs is accurately programmed and they are gradually involved in management activities, until there is the succession from the father to the son/daughter. ELUDED SUCCESSION Low propensity to delegation, and collaboration, together with a poor orientation to the future. This attitude leads fathers to evade the issue of succession and to send it back to the future, keeping the decision-making system strongly concentrated in their hands. DEFERRED SUCCESSION The founder has a collaborative attitude a present - oriented mindset. The new generation is gradually involved in the company and acquires managerial responsibilities step by step. The two generations coexist for a long period and the problem of succession is postponed in time, with an evident priority assigned to the results of short-term. L COLLABORATIVE BEHAVIOUR H 11 Succession Planning in Family Business: 1. 2. 3. 4. The Family Act; 3 traps e solutions; Balancing Family and Business; The Succession Planning Solutions The Family Act What the Family Act is: A list of clear and accepted principles, guidelines and rules, useful to manage the relationships between family and business, designed in order to guarantee a long term perspective to the business. The Family Act How it works: - It It It It is a Self Regulation Process; Acts in advance; is Approved by consensus; is the starting point of the process, not the final goal. Actors - Actual shareholders members of the family; - Future shareholders members of the family. Timing - Without existing problems; - 10 years before the real need; - when there is the need to manage a succession planning. The Family Act The content In Italy, since 2006, recognized by the Law ! • Values and guide principles of the family (ex. mission, philosophy,…); • Rules that make those principles concrete (es. Transfer of shares policy, profit sharing policy, family members entering rules, family members salaries policy,…); • Governance: activities on how to manage the above rules (ex. Estate plans, Family plans, Succession plans,…) 3 Traps that can destroy the family business 1. “There’s always a place for you here!” Working in the family company is not a right ! How to avoid: preparing an appropriate training and recruiting plan. (Stalk & Foley, 2012) 3 Traps that can destroy the family business 2. “The company can not grow so fast as to satisfy needs of all family members” the Families grow faster then the companies ! How to avoid: managing the entrance of the family members. Opening the doors only to the Talented family members. The Ford Family 1909 (Stalk & Foley, 2012) 3 Traps that can destroy the family business 3. “Family members remain in silos according to bloodline”. Family members often use to specialise themselves on the same skills of their older relatives (Finance, MKT,…). How to avoid: assigning a mentor out of the family (Stalk & Foley, 2012) Balancing Family and Business ISSUES BUSINESS FIRST FAMILY FIRST FAMILY EMPLOYMENT Qualification-Based Employment Open-Door Policy for all family members COMPENSATION Merit-Based pay Equal pay for all LEADERSHIP Leadership granted to the right person (family or non-family) Leadership based on Seniority in Family RESOURCE ALLOCATION Business resources only used for business purposes – separate family reserve fund utilized for family needs. Business Resources used for personal needs (e.g., loans, grants) DECISION MAKING Mulit-lateral, based on Defined Governance Structure (e.g., Executive Committee) Unilateral & Concentrated with Senior Family Member (e.g., Chairman/CEO) The Succession Planning The main steps • Starting Early; • Create Career Development systems; • Seeking advice: (external independent directors or senior non-family members); • Building Consensus; • Clarifying the transition process Contacts Francesco D’Aprile Partner Mobile: +39 393 4142258 Mail: [email protected] Web: http://www.pedconsulting.it