Premises for a Succession Plan
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VI SPECIAL STUDY FAMILY-OWNED COMPANIES PREMISES FOR A SUCCESSION PLAN www.corporategovernance.com.br MESA CORPORATE GOVERNANCE It is the first Brazilian consultancy dedicated to the human dimension of corporate governance, constituting a sophisticated niche of modern management consulting. Mesa serves predominantly large and medium-sized national companies of family and multi- company origin, whether they are privately held or open to the capital market. In addition, it acts with the Brazilian branch group of large multinational companies. 2 VI SPECIAL STUDY | FAMILY-OWNED COMPANIES PREMISES FOR A SUCCESSION PLAN INDEX Editorial ............................................................................................................... 5 Planning the complex .......................................................................................... 6 Power Transfer .................................................................................................. 10 Learning from the experience of those who did well ........................................... 12 A new way to manage ....................................................................................... 13 A good leader .................................................................................................... 14 Opinion from gurus ............................................................................................ 15 Without giving a chance to chance .................................................................... 16 The importance of maintaining a healthy legacy from generation to generation ................................................................. 18 The intangible value of the family legacy............................................................. 20 Gerdau and Natura - Examples of well done succession .................................. 24 Well-planned equity success minimizes conflicts................................................ 26 A “tribucratic” country ........................................................................................ 28 Preventive measure ........................................................................................... 30 Leave to grow .................................................................................................... 32 Know More ........................................................................................................ 34 Titles consulted ................................................................................................. 34 Books ................................................................................................................ 35 Accesses on the internet ................................................................................... 35 VI SPECIAL STUDY | FAMILY-OWNED COMPANIES 3 BOARD OF DIRECTORS AND STAFF HERBERT STEINBERG – President and HAMILTON IBANES – Civil engineer, MBA- Founder of Mesa, is a consultant of Corporate International by Business School SP / Toronto Governance and Human Development. 39 University, Certified Independent Director years of experience in big companies, 26 of IBGC, Coaching by ICI-SP. Having more of which being a board member. Director. than 34 years of executive experience in Independent Professional. Member of IBGC - industrial operations/services in complex and Instituto Brasileiro de Governança Corporativa multicultural environments, with emphasis for [Brazilian Institute of Corporate Governance], ICGN - International the title of CEO of a Japanese multinational company for the Latin- Corporate Governance Network and FBN - Family Business American market. Career developed in groups such as Horiba, Network. Administrator, postgraduate by FGV-SP and certified by Accor/Compass, Pial Legrand/Bticino, Hunter Douglas, lncepa and Directors’ Consortium (Chicago University, Stanford Law School, Santher. Led strategic planning processes and recovery of deficit Wharton University). Author of books “A dimensão humana da operations through new business models, fine adjustments of governança corporativa”, “Conselhos que perpetuam empresas”, “A processes and human development. Author of book “Lidere-se - família empresária”, among others. President of Amcham Corporate Conhecendo a si mesmo para liderar”. Governance Strategic Group - São Paulo. ÁLVARO ARMOND – Company Administrator, LUIZ MARCATTI – Partner and manager Master Degree in Organizational Behavior by of Mesa’s management area, company Universidade Mackenzie. Possesses more administrator specialized in Foreign Trade and than 30 years of professional experience, Marketing. Graduated in arbitration by Instituto 13 of them at Lloyds TSB. Former Chief Familiae - SP and graduated as Administration Executive Officer of Cia. Paulista de Trens Advisor by IBGC. Having more than 30 years Metropolitanos -CPTM and Organizational of professional experience, acts as advisor in Development Director of Lazam MDS. Acts for more than 10 years Governance and Corporate Management projects for 22 years, also as Consultant in Corporate and Executive Education in projects acting in the formation and development of executives by means directed to Entrepreneurship and Organizational Behavior areas. of training and coaching processes, in addition to being, firstly, Undergraduate course professor, Certificates and MBA by Insper - executive in the financial market. Member of IBGC Human Resources Instituto de Ensino e Pesquisa, in Entrepreneurship and Inovation, Committee, member of NACD - National Association of Corporate Teams and Leadership areas. Certified Coach by ICI - Instituto de Directors - USA and independent member of the Board of Directors. Coaching Integrado. Coauthor of book “Nos bastidores da Educação Brasileira”. FRANCISCO DE CUNTO – Engineer by FRANCIS MATOS – Master Degree by PUC Escola Politécnica da USP and postgraduate - SP, MBA in HR by USP-SP. Psychologist by in Company Administration by FGV-SP. For 13 UFPR. Acts for 10 years in the areas of Corporate years, he has been partner of Hedging Griffo and Family Succession, Development of Family Corretora de Valores and, for the same amount of Company. Wide experience in big corporations time, partner at Janos, Family Office of partners of and HR consultancy, especially Assessment Natura Cosméticos, where, since its foundation, and Development. Professor at Fundação has structured several areas of operation of the office (investment, Dom Cabral in Shareholder Development and visiting professor at personal finance, wealth, tax, and new businesses management). FAAP-SP. Certifications from Fundação Nexia - Barcelona for the Considered one of the pioneers and a reference in his area, he was Development of Family Business, and Newfield Consulting - Spain. elected the best Latin America F.O. for several years by the magazine Co-author of book ‘’Família Empresaria de A a Z -Descomplicando Euro Money. Works with family companies, developing services of as Expressões nas Empresas Familiares” implementation of F.O., financial advisory to partners, among others. 4 VI SPECIAL STUDY | FAMILY-OWNED COMPANIES PREMISES FOR A SUCCESSION PLAN EDITORIAL e are a company committed to constructive debate. Satisfied to always W provoke and motivate the reflection of issues pertaining to perpetuity, and we, at Mesa Corporate Governance, present the sixth edition of the study on family-owned companies. An exercise which has begun a few years ago aiming at defining, from a clear and objective discourse, the main concepts that guide the implementation and development of good practices of corporate governance in companies. Regarding the issues that preceded this study, we talked about the dilemmas and solutions that a business family must face in order to move forward; of factors that affect Imagem Julio Bittencourt – Valor/Folha personal relationships and can affect the company’s daily life, especially in those of a family origin, compromising its management. We went beyond that. Encouraged by the growing interest of our clients and the market in discussing the role of boards, we delve deeper into this theme in the third edition. Next, we focus on discussing the impacts of the capital structure on organizations and societies. The maturation of this practice and the themes themselves led us, in the fifth edition, to share our experience in accompanying and structuring partner agreements. Complex and delicate, the theme goes through many instances and requires the involvement of all partners in its construction. This time we want to bring light to a sensitive subject of utmost importance. Succession in family businesses. When discussing succession, we speak about building a path, of adopting processes that involve looking after the future of an organization under the eyes of management, its legacy, its assets and especially its values. It is to set as a priority thinking about tomorrow. Succession in a family business often goes by choosing the successor to the founder of the business, who needs to give up power. The process is more complex than choosing a new leader. It’s about choosing the best character to drive the company to a safe place. The right person to make the transition work. Someone who is qualified to lead the company and is committed to expand it. Being able to protect family assets, with strategic vision and in tune with its culture. Thinking of and executing a succession plan goes through the challenge and responsibility of deciphering the future and choosing the leader who can account for this future. Someone