A family council to better run the business
In the business context, the term "governance" refers to the normal rules of corporate law, and how bodies the company's decision (Board of Directors, Management Board, Supervisory Board) will be organized to ensure the effectiveness of their decisions and their relevance to business needs, and on a legal ground to its social interest. Governance that was established in France in recent decades is largely inspired by the principles of "corporate governance". This doctrine was developed mainly in the United States. It is based on illiberal agency theory, promoted by the Chicago School, which was the dominant thought since the 1980s until the crisis of 2007. It considers that the shareholding is diluted in the public structure "normal" business capital toward which ultimately all societies. The shareholders are "residual claimants" risk takers last spring. Schematically, the "corporate governance" is based on a foundation assumption suspicion leaders and the perceived need to align their interests with those of shareholders, through an incentive system based on remuneration policies. This is why it is primarily intended to regulate discretion by disciplinary bodies and control mechanisms increasingly formalized under the principle of transparency. But she now the subject of much criticism, pointing out that it leads to a costly and inefficient flight into formalism, as well as an explosion of remuneration in listed companies with dispersed ownership. In addition, it proves inadequate at x medium-sized companies (ETI), even though they represent the majority of businesses, the economic fabric essential for the proper functioning of a country, as demonstrated by the example of today's "Mitterrand" German. but especially the "corporate governance" does not address the interaction between the family and the company while 80% of mid-cap companies and 40% of listed companies are family businesses or entrepreneurial in the concentrated shareholding. The "corporate governance" proves particularly unsuited to this type of company for which there is no structural conflict of interest, but rather convergence, as shareholders and managers are embodied by the same people. It ' is to meet the specific needs of these companies that have developed good governance practices applied to family businesses, more and more widely promoted and implemented in recent years. In this context, the term "family governance" is used broadly to refer to a set of rules of organization and functioning as the family agrees to comply for it to interact so both harmonious and Effective with the hoop of the company. These two circles indeed operate according to very different value systems, even opposed (1) that require the body to define distinct rules. The family is in a private circle, the tools can be set up to ensure its cohesion may have no coercive. They are nevertheless tools of a legal nature, in that they create in the family a body of rules which are intended to apply to all. The sense of belonging and the right of each individual will have in this sphere instead casting vote. Good practices generally include the development of a family charter, often accompanied by the establishment of a family council. The family charter defines the values and objectives of the family, which characterize "the familiar affection" . It explains how the family within it ensures the flow of information about the company, to bring about a consensus within the circle of family shareholders, whose position can be relayed to the company to ensure efficient management . It also deals with sensitive issues such as the criteria that must be respected (in terms of experience and professional qualifications, education levels, etc ...) so that family members perform functions within the company, the dividend policy and with the rules for resolving intranet-family conflicts. The family council is the pivotal organ of family policy. It is the governing body of the family, through which, the i-c implements the operating principles defined in the family charter. It is useful to provide for the drafting of internal regulations to clarify the rules governing its composition and functioning, including the "communication code" to ensure a respectful listening to each point of view. If the family manages a budget in a collective purpose (to provide training, for example), the regulation should specify how these funds are managed and control that and reports on their use. Another good practice is to write a guide of 'Family administrator, sometimes called "handbook", which recalls the duties and responsibilities attached to the exercise of the mandate and makes recommendations to allow professional practice of director. These various documents are not strictly speak of "legal" value but rather a moral commitment to value, of which non-compliance might result in conflicts and exclusions of the family circle. On the side of the business, the term "governance" refers to the classic rules of law societies, and how the company's decision-making bodies (board of directors, management board, supervisory board) will be organized to ensure the effectiveness of their decisions and their relevance to business needs, and legally, its social interest. Since the company's interests must not be confused with the interests of shareholders, let alone when they are family shareholders, it has become common practice to appoint the organs of the society of independent directors, or at least outside the family. Their presence may also have the advantage of acting as a factor of appeasement of the tensions that may exist within the management bodies if the family environment is a carrier of latent conflicts or revealed. It is often necessary to provide a shareholders who, unlike the documents cited previously, is a contract that legally bind all signatory. Sob object is to regulate the procedures for exercising political power and control of capital between shareholders. The standard clauses concern the procedures for exercising the right to vote (prior consultation, for example), the clauses to limit the free movement of actions (such as approval clauses and pre-emotion) and financial clauses that will ensure compliance the distribution policy of dividends provided for in the family charter. It can also include provisions to ensure some liquidity of capital and stipulate actions valuation methods. Finally, although there is no legal standard applicable in the matter, the writing of a board rules Administration is a good practice recommended by professional organizations such as the French Institute of Directors. It is customary that it processes beyond the rules of composition and functioning of the Board, of the existence of the powers and mode of operation of any special committees, as well as the remuneration of directors and the terms of regular evaluation of the functioning of the Board. 1 / The family works on affective and emotional values, attachment, parentage, while the company is a world more oriented toward results, profitability and efficiency.
By Phin Ya
In the business context, the term "governance" refers to the normal rules of corporate law, and how bodies the company's decision (Board of Directors, Management Board, Supervisory Board) will be organized to ensure the effectiveness of their decisions and their relevance to business needs, and on a legal ground to its social interest. Governance that was established in France in recent decades is largely inspired by the principles of "corporate governance". This doctrine was developed mainly in the United States. It is based on illiberal agency theory, promoted by the Chicago School, which was the dominant thought since the 1980s until the crisis of 2007. It considers that the shareholding is diluted in the public structure "normal" business capital toward which ultimately all societies. The shareholders are "residual claimants" risk takers last spring. Schematically, the "corporate governance" is based on a foundation assumption suspicion leaders and the perceived need to align their interests with those of shareholders, through an incentive system based on remuneration policies. This is why it is primarily intended to regulate discretion by disciplinary bodies and control mechanisms increasingly formalized under the principle of transparency. But she now the subject of much criticism, pointing out that it leads to a costly and inefficient flight into formalism, as well as an explosion of remuneration in listed companies with dispersed ownership. In addition, it proves inadequate at x medium-sized companies (ETI), even though they represent the majority of businesses, the economic fabric essential for the proper functioning of a country, as demonstrated by the example of today's "Mitterrand" German. but especially the "corporate governance" does not address the interaction between the family and the company while 80% of mid-cap companies and 40% of listed companies are family businesses or entrepreneurial in the concentrated shareholding. The "corporate governance" proves particularly unsuited to this type of company for which there is no structural conflict of interest, but rather convergence, as shareholders and managers are embodied by the same people. It ' is to meet the specific needs of these companies that have developed good governance practices applied to family businesses, more and more widely promoted and implemented in recent years. In this context, the term "family governance" is used broadly to refer to a set of rules of organization and functioning as the family agrees to comply for it to interact so both harmonious and Effective with the hoop of the company. These two circles indeed operate according to very different value systems, even opposed (1) that require the body to define distinct rules. The family is in a private circle, the tools can be set up to ensure its cohesion may have no coercive. They are nevertheless tools of a legal nature, in that they create in the family a body of rules which are intended to apply to all. The sense of belonging and the right of each individual will have in this sphere instead casting vote. Good practices generally include the development of a family charter, often accompanied by the establishment of a family council. The family charter defines the values and objectives of the family, which characterize "the familiar affection" . It explains how the family within it ensures the flow of information about the company, to bring about a consensus within the circle of family shareholders, whose position can be relayed to the company to ensure efficient management . It also deals with sensitive issues such as the criteria that must be respected (in terms of experience and professional qualifications, education levels, etc ...) so that family members perform functions within the company, the dividend policy and with the rules for resolving intranet-family conflicts. The family council is the pivotal organ of family policy. It is the governing body of the family, through which, the i-c implements the operating principles defined in the family charter. It is useful to provide for the drafting of internal regulations to clarify the rules governing its composition and functioning, including the "communication code" to ensure a respectful listening to each point of view. If the family manages a budget in a collective purpose (to provide training, for example), the regulation should specify how these funds are managed and control that and reports on their use. Another good practice is to write a guide of 'Family administrator, sometimes called "handbook", which recalls the duties and responsibilities attached to the exercise of the mandate and makes recommendations to allow professional practice of director. These various documents are not strictly speak of "legal" value but rather a moral commitment to value, of which non-compliance might result in conflicts and exclusions of the family circle. On the side of the business, the term "governance" refers to the classic rules of law societies, and how the company's decision-making bodies (board of directors, management board, supervisory board) will be organized to ensure the effectiveness of their decisions and their relevance to business needs, and legally, its social interest. Since the company's interests must not be confused with the interests of shareholders, let alone when they are family shareholders, it has become common practice to appoint the organs of the society of independent directors, or at least outside the family. Their presence may also have the advantage of acting as a factor of appeasement of the tensions that may exist within the management bodies if the family environment is a carrier of latent conflicts or revealed. It is often necessary to provide a shareholders who, unlike the documents cited previously, is a contract that legally bind all signatory. Sob object is to regulate the procedures for exercising political power and control of capital between shareholders. The standard clauses concern the procedures for exercising the right to vote (prior consultation, for example), the clauses to limit the free movement of actions (such as approval clauses and pre-emotion) and financial clauses that will ensure compliance the distribution policy of dividends provided for in the family charter. It can also include provisions to ensure some liquidity of capital and stipulate actions valuation methods. Finally, although there is no legal standard applicable in the matter, the writing of a board rules Administration is a good practice recommended by professional organizations such as the French Institute of Directors. It is customary that it processes beyond the rules of composition and functioning of the Board, of the existence of the powers and mode of operation of any special committees, as well as the remuneration of directors and the terms of regular evaluation of the functioning of the Board. 1 / The family works on affective and emotional values, attachment, parentage, while the company is a world more oriented toward results, profitability and efficiency.
By Phin Ya
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