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Journal of Family Business Strategy 5 (2014) 138–155

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Journal of Family Business Strategy


journal homepage: www.elsevier.com/locate/jfbs

Family governance – Literature review and the development of a


conceptual model§
Julia Suess *
WU Vienna University of Economics and Business, Research Institute for Family Business, Welthandelsplatz 1, A-1020 Vienna, Austria

A R T I C L E I N F O A B S T R A C T

Article history: A growing number of articles emphasise the importance of establishing an effective system of family
Received 7 May 2013 governance, and a synthesis of the existing literature on family governance mechanisms (henceforth
Received in revised form 8 February 2014 FGM) seems timely and relevant. Therefore, by focusing on three FGM (family meetings, family councils
Accepted 10 February 2014
and family constitutions), this systematic literature review sheds light on the factors associated with
family governance. Altogether, eight family governance-related factors could be identified, which were
Keywords: then grouped into antecedents, correlates and outcomes and consequently consolidated into a
Family business
conceptual model. The findings reveal substantial heterogeneity in family governance-related topics,
Family governance
Literature review
ambiguity regarding the causality between FGM and related factors, a disregard of theoretical
Conceptual model considerations and an underrepresentation of qualitative research strategies in contemporary family
governance research. The article concludes with an extensive discussion of potential avenues for future
research.
ß 2014 Published by Elsevier Ltd.

1. Introduction governance to a multitude of issues, such as business performance


(Berent-Braun & Uhlaner, 2012; Fahed-Sreih, 2009; Tower,
Family business governance has received an increasing amount Gudmundson, Schierstedt, & Hartmann, 2007), strategic deci-
of attention in recent years (Siebels & zu Knyphausen-Aufseß, sion-making (Mustakallio et al., 2002), succession (Blumentritt,
2012) and has even been ranked as the primary topic in family 2006; Chittoor & Das, 2007) and family unity (Poza, Hanlon, &
business articles published in this century (Debicki, Matherne, Kishida, 2004). However, despite the growing number of articles
Kellermanns, & Chrisman, 2009; Yu, Lumpkin, Sorenson, & devoted to family governance over the last few years, there is
Brigham, 2012). In this regard, the governance of the business neither an overview nor a consensus as to why business families
family itself plays a particularly important role, as the success of decide to implement FGM, nor how family governance may
the family business largely depends on the family, its structures, its improve the functioning of the family and the long-term success of
processes and how it copes with disruptions (Olson et al., 2003). the business. Therefore, the purpose of this article is to review the
Over ten years ago, Gilding (2000) had already emphasised that existing literature on FGM by addressing the following research
‘‘these processes, institutions and structures [FGM] lie at the heart question: Which factors are associated with family governance? To
of the new family business research’’ (p. 248). Since then, a growing provide a clearer picture of this, associated factors are classified as
body of literature has highlighted the relevance of effective family antecedents, correlates and outcomes and subsequently consoli-
governance, primarily referring to family meetings, family con- dated into a conceptual model. In the event of ambiguous findings,
stitutions or family councils (Mustakallio, Autio, & Zahra, 2002; the factor is categorised as a correlate rather than an antecedent or
Suáre & Santana-Martı́n, 2004). Researchers have linked family outcome. For instance, while some authors state that family
governance fosters family unity and positively contributes to
conflict resolution (e.g., Brenes, Madrigal, & Requena, 2011;
§ Martin, 2001), others evaluate family unity as a precursor for
A previous version of this paper was presented at IFERA 2013 (July 2–5, St.
Gallen). the establishment of ‘‘effective management practices’’, such as
* Tel.: +43 1 31 336 5417; fax: +43 1 31 336 780. advisory boards or family meetings (Poza et al., 2004, p. 113). In
E-mail addresses: julia.suess@wu.ac.at, julia.suess@gmx.net this way, any discordance in the literature is accounted for in the

http://dx.doi.org/10.1016/j.jfbs.2014.02.001
1877-8585/ß 2014 Published by Elsevier Ltd.
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 139

presentation of the findings and the development of the conceptual business domain, family governance is not legally obligatory and
model. From a methodical perspective, this article employs a enjoys freedom of scope (Koeberle-Schmid, Witt, & Fahrion, 2012).
systematic, research-oriented literature review following the Thus, there is no ‘‘one size fits all’’ rule for family governance, and
procedure recommended by Tranfield, Denyer, and Smart successful business families often create a very unique set of FGM
(2003), which should ensure that extant research is synthesised that broadly depends on family values, the type of business and its
in a thorough, rigorous and transparent manner. stage of development (Jaffe & Lane, 2004). One of the most
This article contributes to the literature on family governance in frequently used FGM is the family council – it assumes a central
at least three ways: (1) To the best of the author’s knowledge this is governance role that extends far beyond the purpose of governing
the first article that provides an overview of the current state of the family: It engages non-active family members in business
research on family governance through an identification and issues, can provide the necessary impetus for the establishment of
classification of the factors associated with family governance. (2) a family constitution (Gersick et al., 1997), chair family meetings,
Furthermore, the article at hand develops a conceptual model create a nexus among the board of directors, the top management
designed to structure existing research and provide researchers and the family (Suáre & Santana-Martı́n, 2004), decide on dividend
with a worthwhile opportunity for further empirical testing of the payments to shareholders (Jaffe, 2005) and provide a vehicle for
propositions deduced. (3) This article ties family governance to the family office management (Elstrodt, 2003). In a similar vein, family
concept of familiness, as research into the connection between meetings, which are typically chaired by the family CEO or the
these two aspects might allow family business researchers to family council (Neubauer & Lank, 1998), might help to manage the
obtain a deeper understanding of how certain structural pre- relationships between the family and the board of directors
conditions can shape the family’s influence on the business or how (Aronoff & Ward, 2002). Moreover, a family constitution addresses
certain types of familiness might support the creation of FGM. questions of elementary governance (Suáre & Santana-Martı́n,
The remainder of the article is structured as follows: Section 2 2004) and differentiates the roles/relationships of the family
presents further background information on family governance (council), board of directors, CEO and top management. Highly
and provides a preliminary definition. Then, the detailed active families may also create family committees (a type of task
methodical procedure is outlined in Section 3, followed by a force), such as a family nominating committee, which serves to
presentation of the findings and development of the propositions appoint candidates for the position of the CEO and to the board of
in Section 4. A conceptual model is introduced in Section 5 to directors (Neubauer & Lank, 1998).
illustrate the propositions elaborated previously. Finally, Section The most important mechanisms within the business system
6 reviews the main findings and their implications; it provides are the board of directors and the CEO, together with management.
suggestions for future research and discloses the limitations of the The board of directors is generally appointed by the owners at the
article. annual shareholder meeting (Gallo & Kenyon-Rouvinez, 2005) and
has two primary functions: the exercise of control and the
2. Family governance: classification, relevance and types provision of advice for the CEO and management (Bammens,
Voordeckers, & Van Gils, 2011). Management is responsible for
2.1. Classification of governance mechanisms by system business performance and must report to the board of directors
(Gallo & Kenyon-Rouvinez, 2005). The CEO and management
Family governance forms part of a larger system – the family generally lead the annual shareholder meeting at which the entire
business governance system – which Gallo and Kenyon-Rouvinez group of shareholders is informed about the business’ financial
(2005) describe as ‘‘a system of processes and structures put in position and the board of directors is selected (Gersick et al., 1997).
place at the highest level of the business, family and ownership to Prosperous business families can also create a family office that
make the best possible decisions regarding the direction of the manages wealth, provides professional advice for management
business and assurance of accountability and control’’ (p. 45). Fig. 1 and the shareholder’s meeting (Gallo & Kenyon-Rouvinez, 2005),
(see below) provides an overview of governance mechanisms as well as a family foundation that collaborates with the family
within the business, family and ownership system and how these office (Amit, Liechtenstein, Prats, Millay, & Pendleton, 2008) to
mechanisms might be connected to one another. decide on the donation of family wealth for social purposes
Governance mechanisms within the family system fulfil a (Ylvisaker, 1990). Although the family office and the family
particularly important function, as they order and ease the foundation are situated within the ownership dimension in figure
business family’s relations with the business in general (Berent- one, they may equally be classified as FGM, as is the case in some of
Braun & Uhlaner, 2012; Suáre & Santana-Martı́n, 2004) and the literature reviewed. As depicted in Fig. 1 below, the
management in particular (Mustakallio et al., 2002). They canalise connections between the individual governance mechanisms are
and enhance social interaction (Gersick, Davis, McCollom Hamp- numerous and complex and might even be much more intricate.
ton, & Lansberg, 1997; Mustakallio et al., 2002) and hence also
strengthen the relationships between members of the business 2.2. Types of family governance
family (Suáre & Santana-Martı́n, 2004). The fundamental purpose
of family governance is to make the rewards and demands of FGM range from rather informal family meetings to heavily
family participation in the business clear, to communicate structured, professional bodies such as family offices (Jaffe & Lane,
opportunities for family involvement in the business, to ease 2004; Ward, 2004), family foundations and family committees
the flow of information to create trust and minimise manipulation designed for special purposes. Scientific evidence on family offices,
by family members and, above all, to foster a sense of belonging to family foundations and family committees is, however, very
the business among the extended family (Gersick & Feliu, 2014). scarce. Furthermore, family offices primarily pursue wealth-
Based on these reflections, the following preliminary definition of management objectives rather than non-financial family gover-
family governance is introduced: Family governance consists of nance ambitions (Amit et al., 2008), and family foundations have
voluntary mechanisms established by the business family with the different connotations than family meetings, councils and
primary aim of governing and strengthening relations between the constitutions. While family meetings, councils and constitutions
family and the business, as well as the relationships between the are primarily intended to strengthen the family’s relationship with
members of the business family itself. This definition emphasises the business, family foundations are rather social institutions that
the voluntary character of FGM. Unlike many mechanisms in the serve a higher, public purpose and set their sights on the fulfilment
140 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

Business Family

Family
meeng

Board of
directors Family
council
Family
commiees
CEO and
Management
Family
constuon

Shareholder‘s
meeng

Family
foundaon Family office

Ownership

Fig. 1. Classification of governance mechanisms by system.


Source: Adapted from Gallo and Kenyon-Rouvinez (2005) and Gersick et al. (1997).

of social needs (Gersick, 2004; Ylvisaker, 1990). Therefore, this 1998, p. 89). It is usually drafted with the collaboration of a rather
literature review primarily focuses on the following three FGM: large group of family members and, it should, amongst other
things, reduce the potential for conflict within the business
 Family meeting1: This is a recurring assembly of family members family (Berent-Braun & Uhlaner, 2012).
to discuss business and/or family issues (Habbershon &
Astrachan, 1997; Neubauer & Lank, 1998) and constitutes the
simplest and most common form of FGM (Neubauer & Lank, 2.3. Relevance of family governance
1998; Martin, 2001). Both family meetings and family councils
can vary considerably in terms of their membership policies, In contrast to publicly held businesses, the sustainability of a
formality, meeting frequency and the topics covered. family business depends not only on the success of the business
 Family council2: This is a select group of family members – often but also on the functionality of the family (Stafford, Duncan, Danes,
including multiple branches and/or generations (Berent-Braun & & Winter, 1999). The family can either be a competitive advantage
Uhlaner, 2012) – who meet on a regular basis to discuss matters for the business or an obstacle, e.g., in the event of dysfunctional
concerning the family’s involvement in the business. Its basic conflicts, up to the point of causing the destruction of the business
purpose is the provision of a structured forum that enables the (Eddleston & Kellermanns, 2007). Thus, the success of a business is
family to express its needs, expectations and values regarding largely influenced by the way the family organises itself and its
the business to develop policies that protect the family’s long- relationship with the business (Olson et al., 2003). Thus, the
term interests (Gersick et al., 1997) and the business. business family also needs to be governed – not only because all
 Family constitution3: This is a normative agreement including human systems might benefit from having structures and
fundamental principles and guidelines according to which the leadership but also because business families need to fulfil tasks
family organises its relationship with the business (Berent-Braun as families, and how effectively and efficiently they cope with
& Uhlaner, 2012). It addresses fundamental questions of these tasks has direct consequences for the family business, its
governance (e.g., the sale/purchase of shares or hiring/firing financial performance and hence also for family wealth preserva-
family members) and expresses ‘‘what the family stands for, its tion (Gersick & Feliu, 2014). Therefore, equal consideration and
expectations and its fundamental values’’ (Neubauer & Lank, effort should be devoted to family and business governance
(Lansberg, 1999). However, the importance attached to family
1
This is also referred to as a ‘‘family assembly’’, ‘‘family forum’’ (Suáre & Santana- governance might largely depend on the stage in which business
Martı́n, 2004) or ‘‘family reunion’’. ownership actually resides. While the family’s emotional cohesion,
2
This is also referred to as a ‘‘family supervisory board’’, ‘‘inner council’’, ‘‘family its relationship with the business and its identification with the
executive committee’’ (Neubauer & Lank, 1998), ‘‘advisory board’’ or ‘‘advisory founder’s values might be strong during the founder’s controlling
council’’.
3
This is also referred to as a ‘‘family code of conduct’’ (Berent-Braun & Uhlaner,
stage and the sibling partnership stage, these issues might be
2012), ‘‘family statement’’ (Neubauer & Lank, 1998) or ‘‘family protocol’’ (Suáre & subject to attenuation in the cousin consortium and subsequent
Santana-Martı́n, 2004). stages (Gersick et al., 1997; Labaki, 2011). As the number of family
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 141

shareholders grows (including many non-active shareholders), instance, on criteria for the inclusion/exclusion of publications
they are likely to lose their emotional cohesion and interest in the would constitute the ideal solution (Tranfield et al., 2003), this was
business, and an increasing number of family shareholders might not feasible; instead external expertise was derived through
be willing to sell their shares, leading to a loss of family control in comparing selection criteria used in other current, high-quality
the long run. Measures that extenuate the sale of shares (e.g., a literature reviews (Basco, 2013; Jones, Coviello, & Tang, 2011;
family holding that purchases family shares available for sale or Kontinen & Ojala, 2010). Furthermore, in the interests of
financial incentives for family members) might not suffice to objectivity, a review protocol providing information on the search
maintain family ownership, as they might fail to strengthen the strategy, the selection criteria for relevant studies and the selected
family members’ relationships with the business. Regular family sample was established (step 2; described in detail further below).
meetings or a family council, by contrast, could enhance family This literature review is restricted to peer-reviewed, English-
communication, the family’s emotional attachment and its language, scholarly journal articles. Conference papers, working
identification with the business (Labaki, 2011). Moreover, family papers and book chapters were not included due to the greater
businesses are a fertile soil for conflict (Harvey & Evans, 1994). variability in the peer-review process and their partly limited
Examples of potentially destructive family conflicts are multifari- availability (Jones et al., 2011). Journal articles, by contrast, are
ous, including isolated, upset family members suing the business, considered to provide a validated source of knowledge (Podsakoff,
the family trust or the family (Martin, 2001); the dictatorial MacKenzie, Bachrach, & Podsakoff, 2005). Instead of limiting the
management styles of a single family member leading to search approach to journals with a particular impact factor, all
resentment and animosity among other family members (Gersick published, accessible journal publications that matched the
et al., 1997); and anger concerning the appointment or promotion selection criteria were considered for review. This approach is
of certain family members within the business (Martin, 2001). consistent with other literature reviews conducted in family
Family governance could mitigate or even avoid such issues. Its business research (e.g., Basco, 2013; Kontinen & Ojala, 2010;
basic aim is to create a tight relationship between the family and Mazzi, 2011). First, a broad article search was performed using two
the business and ensure a functioning business-owning family – scientific databases (ABI/Inform Global and EBSCO Business Source
one that acts in unison to safeguard the long-term existence and Premier). Following Kontinen and Ojala (2010) and Mazzi (2011),
well-being of the business and does not put the business at risk an additional search was conducted in the Family Business Review
through destructive conflicts. A well-functioning family gover- and Journal of Family Business Strategy because these are the most
nance system should strengthen interpersonal relationships recognised journals in family business research. To find relevant
among family members (Pieper & Astrachan, 2008), enable open articles, the following keywords were drawn from the literature
communication between family members (Gallo & Kenyon- and then applied as search terms: ‘‘corporate governance’’ and
Rouvinez, 2005), provide them with a feeling of inclusion and (‘‘family business*’’ or ‘‘family firm*’’ or ‘‘family compan*’’);
appreciation, and implement mechanisms for conflict prevention/ ‘‘family business governance’’; ‘‘family governance’’; ‘‘family
resolution (Martin, 2001). With regard to the latter, the family management’’; ‘‘family strategy’’; ‘‘family dynasty’’; ‘‘family
might specify conflict regulations in the context of a family institution’’; ‘‘family constitution’’; ‘‘family protocol’’; ‘‘family
constitution. Effective family governance might also assist the code of conduct’’; ‘‘family statement’’; ‘‘family council’’; ‘‘inner
family in coordinating family interests and sustaining the family as council’’; ‘‘advisory council’’ and (‘‘family business*’’ or ‘‘family
a social entity, e.g., by conducting regular family meetings. In terms firm*’’ or ‘‘family compan*’’); ‘‘advisory board’’ and (‘‘family
of the business, it can help the family to agree on fundamental business*’’ or ‘‘family firm*’’ or ‘‘family compan*’’); ‘‘supervisory
business goals and to speak with one voice, e.g., through board’’ and (‘‘family business*’’ or ‘‘family firm*’’ or ‘‘family
regulations on responsibility assignment within the family compan*’’); ‘‘family executive committee’’; ‘‘family meeting’’;
constitution. ‘‘family assembly’’; ‘‘family reunion’’; and ‘‘family forum’’.
In summary, the active use of family governance can have Altogether, the search results comprised a sample of 760
ample positive implications – not only for the business (in terms of articles (step 3), which were subsequently submitted to the
fostering business sustainability in the long run) but also for the following selection process (steps 4 and 5): Articles were excluded
family (in terms of enhancing family functionality). Yet, despite its if (a) the analysis of the abstract revealed that the article did not
substantial relevance to family businesses and the growing body of even partly address family governance as defined above, or if the
literature over the last few years, an overview and synthesis of construct under study was labelled as such but actually covered a
family governance-related antecedents, correlates and effects is different subject. In the event of any ambiguity, the entire article
still lacking. The definitions applied for individual FGM are rather was scanned before taking the final decision to include or exclude
ambiguous, and there is a lack of conceptual clarity that hinders a it; (b) they did not even partly contribute to answering the
cumulative progression in knowledge surrounding family gover- research question; or (c) they were not accessible electronically or
nance, meaning that there is a definite need to reflect on the through other reasonable means. The screening process resulted in
current state of research and avenues for future research. a preliminary database of 13 articles (marked with an asterisk in
the Appendix). According to Randolph (2009), electronic databases
3. Methods might only reveal approximately 10% of the articles an exhaustive
literature review is based on, whereas screening reference lists can
This review follows the basic procedure for systematic reviews be particularly fruitful and ultimately represent up to 90% of the
recommended by Tranfield et al. (2003), which consists of three total results. For the review at hand, 6 further articles could be
main stages: (1) planning the review, (2) conducting the review identified through reference list scanning, this accounts for 32% of
and (3) reporting and dissemination. As described in the following, the final database used in the analysis (N = 19 articles).
these stages are divided into three, five and two separate steps, The data analysis commenced with the preparation of a data
respectively. extraction form (step 6; Appendix). By providing information on
Having stated the need for a review in the introduction (step 0), the author, year, journal, focus of research question, FGM analysed,
a review proposal (step 1), including a preliminary definition of methodical approach, theory and family-governance-related
family governance, the elaboration of the research question and a results, this form serves as a basis for the data synthesis (step
brief overview of the field (all stated above), was developed. 7) and presentation of findings (i.e., reporting and dissemination)
Although the formation of a panel of experts that decides, for in the following section.
142 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

Table 1
Article distribution sorted by year and journal.

Journal Family International Journal of Journal of Journal of Journal of Management Small Business Total
Business Journal of Business Family Small Business Small research news Economics
Review Entrepreneurial Research Business Strategy Management Business
Behaviour & Strategy
Research

1994 1 1
1995 0
1996 0
1997 1 1
1998 0
1999 0
2000 1 1
2001 1 1
2002 2 2
2003 0
2004 2 1 3
2005 1 1
2006 2 2
2007 2 1 3
2008 0
2009 1 1
2010 0
2011 1 1 2
2012 1 1

Total 12 1 1 1 1 1 1 1 19

4. Findings Business Review; the remaining 7 journals offer one relevant


article each.
The final database for analysis comprises 19 articles published The majority of the articles reviewed followed a quantitative
in 9 different journals in the period from 1994 to 2012, with most approach (68%), only 5 articles (26%) adopted a qualitative
articles (68%) emerging from 2004 onwards. As shown in Table 1, approach and 1 was a rather conceptual article/commentary
the journal with the largest output (12 articles) is the Family (Martin, 2001). Altogether, 15 differently labelled FGM were found

Table 2
Frequency of FGM in the literature.

FGM Authors Appearance in FGM consolidated Appearance in


the literature the literature
reviewed reviewed
(ordered by type) (ordered by
frequency)

Family council Berent-Braun and Uhlaner (2012), Blumentritt et al. (2007), Brenes 12 Family council 15
et al. (2011), Chittoor and Das (2007), Craig and Moores (2002),
Fahed-Sreih and Djoundourian (2006), Gilding (2000), Jaffe and
Lane (2004), Martin (2001), Mustakallio et al. (2002), Peterson and
Distelberg (2011), and Suáre and Santana-Martı́n (2004)
Advisory board Blumentritt (2006), Feltham et al. (2005), and Poza et al. (2004) 3

Family meeting Astrachan and Kolenko (1994), Gilding (2000), Habbershon and 7 Family meeting 13
Astrachan (1997), Martin (2001), Poza et al. (2004), Suáre and
Santana-Martı́n (2004), and Tower et al. (2007)
Formal family meeting Fahed-Sreih and Djoundourian (2006), Mustakallio et al. (2002), 3
and Peterson and Distelberg (2011)
Informal family meeting Mustakallio et al. (2002) 1
Family assembly Gilding (2000) 1
Family reunion Berent-Braun and Uhlaner (2012) 1

Family protocol Brenes et al. (2011) and Suáre and Santana-Martı́n (2004) 2 Family constitution 6
Family code of conduct Berent-Braun and Uhlaner (2012) and Gilding (2000) 2
Family constitution Berent-Braun and Uhlaner (2012) 1
Family plan Mustakallio et al. (2002) 1

Family office Jaffe and Lane (2004) and Martin (2001) 2 Family office 2

Family retreat Gilding (2000) 1 Family retreat 1

Clear selection and Berent-Braun and Uhlaner (2012) 1 Clear selection and 1
accountability criteria accountability criteria

Formal family Berent-Braun and Uhlaner (2012) 1 Formal family 1


communication system communication system

Total 39 Total 39
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 143

Table 3
Theories applied in family governance research.

Basic assumptions Connection to family governance

Social capital theory (SCT)


Social capital can be described as a valuable asset or resource embedded in FGM can potentially foster the creation of organisational social capital and
social relations and networks, focusing either on the individual level of ‘‘associability’’ (Berent-Braun & Uhlaner, 2012), which assumes the willingness of
actors or on the macro level of organisations (Leana & van Buren, 1999). actors to place collective actions and goals before their individual ones (Leana & van
This means that social capital within family businesses can be divided into Buren, 1999). Mustakallio et al. (2002) argue that FGM foster social interaction
two categories, (a) ‘‘familial social capital’’, which emerges from among the business family (i.e., family social capital) that otherwise tends to
relationships and communication among family members and is primarily decline with increasing family size. Increased social interaction, in turn, can lead to
valuable for the maintenance and functioning of the business, and (b) a shared vision among the business family
‘‘organisational social capital’’, which results from interactions and Ultimately researchers either regard FGM as a ‘‘precursor of the collective goal
relations among family businesses and external stakeholders, serving to orientation or associability within the business-owning group’’ (Berent-Braun &
obtain resources from other organisations (Arregle, Hitt, Sirmon, & Very, Uhlaner, 2012, p. 107) or as a form of social capital (Mustakallio et al., 2002)
2007). Trust is the basis on which social capital is built (Bubolz, 2001).
Advantages ascribed to social capital are, e.g., increased access to
resources, improved group communication or efficient collective action
(Leana & van Buren, 1999)

Principal-agent theory (PAT)


It describes a conflicting relationship between two parties to a contract – the PAT primarily focuses on large organisations with dispersed ownership (Lubatkin,
principal and the agent (Jensen & Meckling, 1976; Ross, 1973). The 2007). As FGM are primarily applied by mature family businesses (Fahed-Sreih &
principal (owner) delegates tasks to the agent (manager; Eisenhardt, Djoundourian, 2006; Suáre & Santana-Martı́n, 2004) frequently facing a higher
1989). Both parties strive to maximise their self-interest (Jensen & complexity regarding the shareholder structure, PAT might be particularly suitable.
Meckling, 1976; Ross, 1973), act opportunistically, pursue conflicting goals These circumstances can lead to higher type I and II agency costs, which can be
(Eisenhardt, 1989) and dispose of asymmetric information (Lubatkin, potentially mitigated by FGM: The owners can form a family council that takes
2007). Expenses resulting from goal alignment and reducing information strategic business decisions as a collective and regularly communicates with non-
asymmetries are subsumed as agency costs (Jensen & Meckling, 1976). active owners on important business matters. By determining certain rules and
When applying PAT to family businesses, two types of agency problems answering delicate questions (e.g., family employment in the business), a family
can be identified: Type I agency problems describe problems arising constitution can help to avoid the problem of intergenerational altruism
between owners and managers (Carney, 2005; Corbetta & Salvato, 2004), (Woywode, Keese, & Tänzle, 2012). With regards to non-family managers, agency
while type II problems focus on conflicts between minority and majority theory emphasises the need to provide a clear direction through the principal. As
shareholders, proposing altruism and entrenchment as driving forces mentioned further below, a non-family manager’s chances of success might be
(Chrisman et al., 2005) higher if the family speaks with one voice and provides clarity through a family
council (Blumentritt et al., 2007)

Stewardship theory (ST)


ST adopts a complementary perspective assuming that agents (‘‘stewards’’) Effective family governance enables and fosters stewardship behaviour among
identify with the business and act in an altruistic, pro-organisational and family members, strengthens cohesion, their mutual relationship and their
cooperative way to guarantee the benefit of the complete organisation, relationship with the business. Furthermore, it promotes values and facilitates
which they ascribe higher utility than following self-serving behaviour open communication between family members (Gallo & Kenyon-Rouvinez, 2005).
(Davis, Schoorman, & Donaldson, 1997; Donaldson & Davis, 1991; FGM, such as family councils or family meetings, bring the business family together
Hernandez, 2008). ST applies a long-term perspective (Hernandez, 2008), to discuss business- and family-related topics and make important decisions.
and in a ST setting, empowerment and autonomy may increase the Making collective decisions and providing (non-active) family members with a
steward’s motivation, while control measures may have the reverse effect feeling of inclusion might foster their commitment and identification with the
(Davis et al., 1997). Miller and Le Breton-Miller (2005) presume that business and lead to pro-organisational stewardship behaviour. Furthermore, FGM
stewardship attitudes prevail within family businesses, as executives are can help to establish an emotional connection between a non-family manager and
often family members, share a strong commitment towards the corporate the family, as they enable the manager to understand the family’s preferences,
mission, appreciate stakeholders and are highly motivated to foster the needs and wants, which can facilitate the formation of commitment and trust
family’s and business’ welfare between both parties (Blumentritt et al., 2007)

in the literature (see Table 2). However, on closer inspection of the summarises the elaborated propositions.4 To account for causality,
definitions of these FGM, it becomes evident that the authors of the the factors associated with FGM were grouped into (1) ante-
publications reviewed primarily analysed the same FGM, but cedents, (2) correlates and (3) outcomes – each of which will be
merely label them differently. As depicted in Table 2, the FGM elaborated on in a separate subchapter. As shown in Table 4, a total
observed in the literature can be reduced to 7 types (see Table 2); of eight family-governance-related factors could be identified,
the 3 most prevalent FGM are the family council (15 times), the seven deduced from the literature and one derived theoretically
family meeting (13) and the family constitution (6). A further four (Proposition 8) and classified as type of post hoc proposition (group
FGM were much less prevalent: the family office (2 times), the 4). In conjunction with the findings and to build a bridge between
family retreat (1), clear selection and accountability criteria (1) and research and practice, the author also introduces some conclusions
the formal family communication system (1). Thus, the analysis for practitioners in the discussion section (step 9).
primarily focuses on family councils, family meetings and family
constitutions. 4.1. Antecedents
Moreover, it was recognised that the vast majority of articles
(68%) did not make any explicit reference to theory. Among those 4.1.1. Business and family complexity
that applied theory, only three articles explicitly connected their The creation of family councils, constitutions and meetings is
theoretical reflections to family governance. The theories referred frequently associated with a certain level of business and family
to most often were social capital theory (2), principle-agent theory
4
(1) and stewardship theory (1). Table 3 depicts the basic The propositions introduced in the following section were either empirically
assumptions of these theories and how they can be connected derived from the articles analysed in the literature review or through theoretical
assumptions made by the author (in the case of Proposition 8). Despite that nearly
to family governance. all of the propositions stem from empirical insights and corresponding formula-
The subsequent section presents the detailed findings of the tions may seem assertive, the propositions are of a preliminary character and
review (step 8) and introduces a conceptual model that should be subject to further analysis in future research.
144 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

Table 4
Antecedents, correlates and outcomes of family governance.

Antecedents Correlates Outcomes

– Business and family complexity – Economic business performance – Succession planning process and succession success
– Open communication, trust, social – Work environment and commitment from
interaction and goal alignment non-family managers
– Family unity and conflict
– Business professionalisation
– Familiness

complexity. First, older family businesses are more inclined to Uhlaner, 2012). The authors of this review article measured FGM
create FGM than younger ones, a fact that has been stated by on a very broad basis, including ‘‘family constitution, family code of
several researchers: Fahed-Sreih and Djoundourian (2006) con- conduct, clear selection and accountability criteria, family council,
cluded that mature family business (over 30 years old) are more family reunions, [and] formal family communication mechanisms’’
likely to take decisions on a participatory basis using advisory (p. 113). Using ‘‘clear selection and accountability criteria’’ (p. 113)
boards and hold more frequent, formal family meetings, whereas Berent-Braun and Uhlaner (2012) assume the existence of clear
younger family businesses follow more centralised decision- standards regarding the assignment of leadership roles to family
making practices with decision-making power usually residing members. They explain their findings in the light of group
in the CEO. Suáre and Santana-Martı́n (2004) confirm and expand dynamics and organisational social capital theory: Whenever
on these insights. They concluded that FGM, regardless of their family members develop a unified team, working together to
degree of formality, are principally applied by multigenerational achieve a common goal, this is very likely to result in a higher level
family businesses. As a possible explanation, the authors empha- of economic performance. Comparably, Fahed-Sreih (2009) also
sise the stronger dependence of family businesses in the founding found a correlation among family governance, business perfor-
stage on the entire family. By contrast, more mature family mance and business survival. However, this study has certain
businesses, which frequently involve multiple generations, might limitations, as it does not provide any information on the precise
rely to a greater extent on FGM, as a higher number of family measurement of family governance and uses causality as a proxy
members no longer actively participate in the business (Brenes for correlation, despite that causality was actually not measured in
et al., 2011) and there is a greater need for information and the survey. In line with these two studies, Astrachan and Kolenko
coordination. Another reason for the prevalence of FGM in mature (1994) indicated that regular family meetings together with other
family businesses could be that family members perceive less governance mechanisms (business plans and board meetings on a
common agreement on central business goals (Habbershon & regular basis) were positively related to the longevity of the
Astrachan, 1997), as the larger the number of generations in charge business and, to a lesser extent, business success. Nevertheless,
and the larger the family size, the lower the level of social they did not analyse family meetings as a single variable in their
interaction between family members – a problem that can be own right.
overcome through FGM (Mustakallio et al., 2002). Thus, family Tower et al. (2007), by contrast, did not detect any significant
governance might be a fruitful approach to managing increased performance differences (measured in the generation currently
business and family complexity emerging due to aspects such as an controlling the business and business revenues) between family
increased business age, family size (i.e., a larger number of family businesses with and without regular family meetings. Compared to
shareholders and non-active family members) or the number of Berent-Braun and Uhlaner (2012) or Astrachan and Kolenko
family generations in charge. However, although the use of FGM (1994), the divergence in Tower and colleagues’ (2007) findings
can be observed more frequently in highly complex family may result from the range of observed governance mechanisms.
businesses/business families, this should not prevent less complex While the aforementioned authors accounted for a broader range
entities from using them. As initially stated, the ‘‘one size fits all’’ of governance mechanisms, Tower et al. (2007) only focused on
principle does not apply to family governance. Less complex family meetings. The implementation of a sophisticated (family)
business families may also perceive the need to govern themselves governance system might indicate a higher degree of professio-
to integrate non-active family members into business concerns nalisation within the family business, which could consequently be
and ensure the continuity of the business – for this purpose, less reflected in improved economic performance. Although Tower
formal FGM such as occasional family meetings can be worthwhile et al. (2007) did not find any general performance differences
and useful (Suáre & Santana-Martı́n, 2004). With increasing family between the ‘‘meeting’’ and the ‘‘no meeting’’ groups, they did
and business complexity, business families, however, tend to opt observe some performance differences based on who participated
for the use of more formal FGM such as a family constitution or a in family meetings. Family businesses with the most inclusive
family council. meeting membership (including in-laws and children) achieved
Therefore, the following proposition is suggested: higher performance outcomes than those that imposed stronger
restrictions on membership.
Proposition 1. A high level of business and family complexity Altogether, these findings indicate that there is a positive
increases the likelihood that FGM are developed, and if they are correlation between family governance and economic business
developed, their degree of formality is likely to correspond to business performance. However, while the studies mentioned in this
and family complexity. context reveal a correlation between FGM and economic business
performance, they do not provide any information on causality.
4.2. Correlates There are plausible reasons why both FGM and economic business
performance could be considered the outcome. On the one hand,
4.2.1. Economic business performance the use of FGM might have a direct or indirect positive impact on
Mediated by the owning family’s orientation to either preserve/ financial performance; e.g., either because the family aligns its
harvest or increase family wealth, FGM are positively associated goals and collaborates more effectively or because the implemen-
with superior economic business performance (Berent-Braun & tation of FGM is accompanied by other governance mechanisms,
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 145

such as a board of directors or strategic planning, that indicate a view the family council as a method to mediate the family
higher degree of professionalisation within the business. On the members’ complex and diverging preferences and aggregate them
other hand, superior economic business performance could raise into a ‘‘collective will’’, communicable to the board of directors.
certain issues such as dividend payout policy, distribution of shares Martin (2001), by contrast, regards open communication and
among family members or the appointment of family members trust not as an outcome but more as a basic requirement for the
within the business. These issues might require the family to creation of FGM. Accordingly, an effective family governance
conduct regular family meetings to agree on a common solution system cannot exist in an environment of distrust and ignorance.
and formally document it in a family constitution. Key financial information, for instance, should not be concealed
Thus to summarise these reflections, the following two from family members, as there is no reason that they should have
propositions are suggested: less access to financial data than shareholders in a public business.
Moreover, he emphasises the need to subordinate the individual
Proposition 2A. FGM are positively associated with economic busi- family member or branch’s needs to overall family needs to ensure
ness performance. a healthy family business, e.g., the appointment of under-qualified
family members should be avoided.
Proposition 2B. This relationship is mediated by the business-owning
As five out of the seven abovementioned articles support the
family’s orientation to either preserve/harvest or increase wealth.
notion that the implementation of FGM results in outcomes, such
as open communication, trust, increased social interaction and
4.2.2. Open communication, trust, social interaction and goal goal alignment, it could be assumed that FGM act as antecedents
alignment in this context. However, as Martin (2001) noted, open
FGM are not only associated with economic value; they are also communication and trust could also create the preconditions
connected to a number of non-economic issues such as open for the development of FGM, in which case FGM would be an
communication between family members. Drawing on social outcome rather than an antecedent. To exemplify this using the
capital theory, Mustakallio et al. (2002) have shown that the use of example of a family constitution, family members need to trust
a larger variety of FGM (i.e., informal and formal family meetings, one another to a certain degree, communicate openly and
family councils, and family plans) positively influences the level of develop similar ideas to be able to create a functioning family
social interaction among the owning family, as these mechanisms constitution. The implementation process demands enormous
create opportunities to discuss issues and represent the family efforts and intensive dialogue among the participating family
members’ interests and needs. A high level of social interaction in members. Therefore, implementing a family constitution is also
turn boosts a strong shared vision regarding the future of the likely to increase social interaction and open communication
business (e.g., desired business fields, growth rates and perfor- among family members; it might foster trust and can strengthen
mance) and thus helps to align the goals of the business family. In a their shared vision. Thus, the relationship between FGM and open
similar vein, Habbershon and Astrachan (1997) developed and communication, trust, social interaction and goal alignment has a
tested an iterative model to demonstrate how family meetings lead bidirectional character.
to specific system outcomes: Family meetings as collective To summarise these reflections, the following proposition is
encounters produce collective cognitions, entailing collective suggested:
actions that result in specific system outcomes. These findings
might provoke a further evaluation of results and a reassessment of
Proposition 3. FGM are positively associated with open communica-
agreements. These findings are largely congruent with the work of
tion, trust, social interaction and goal alignment among the business
Mustakallio et al. (2002), as they demonstrate how family
family.
meetings, as a means of communication between family members,
unify perceptions and align goals.
Although its very small sample size means that it has certain 4.2.3. Family unity and conflict
shortcomings, Brenes et al. (2011) generally confirm the conclu- Another major purpose of family governance is to create
sions of the aforementioned studies. According to their results, the processes to manage family conflict, as a family business can only
implementation of a family council improves communication, as it survive for generations if it is able to outlive inevitable family
is a means to socialise with other family members and address conflicts (Martin, 2001). To illustrate this assumption, Martin
family issues. Furthermore, the use of a family protocol leads to (2001) provides the following examples: family members should
more frequent family meetings – resulting in a higher level of be treated with respect and not be excluded from family meetings
interaction between family members – and clarifies the family’s or other FGM, as this could lead to anger and isolation among
role within the business. family members and may even provoke legal actions against the
Quite similarly, Peterson and Distelberg (2011) provided recent family or the business. The available liquidity and dividend policy
evidence indicating that unity in values (within the family, constitute another major issue in family businesses. To avoid
between family and business, between family and employees conflicts in this regard, family shareholders should be clearly
and between family and customers) augments the elaboration and informed about the amount of cash they can receive from the
sustainment of formal processes and structures (the board of business and when. The same holds true for the appointment or
directors, family council, formal valuation and strategic plan), as promotion of family members within the business. To mitigate
well as the number of family council meetings. To a lesser extent, anger and jealousy among family members, there need to be clear
this assumption also holds true for value orientation. The values and preferably written standards in favour of competency,
elaboration and sustainment of formal processes in turn positively qualification and merit. These standards should also be communi-
affects business growth. Following Peterson and Distelberg (2011), cated in family (council) meetings.
family businesses with a family-first focus are more likely to Brenes et al. (2011) provide further quantitative evidence
develop and maintain a family council than family businesses with regarding these assumptions: Strongly interlinked with improved
a business-first focus. To add some qualitative evidence to these communication, a family council positively contributes to conflict
quantitative studies, Gilding (2000) revealed that the common aim resolution, and a family protocol provides transparency on
of FGM lies in facilitating open communication, consequently business management and clarity on the ‘‘rules of the game’’ (p.
creating trust and aligning goals. Similarly, Jaffe and Lane (2004) 284). Likewise, the elaboration of a family protocol frequently
146 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

accompanies the establishment of conflict-solving mechanisms Counter-intuitive evidence was provided by Feltham, Fel-
and thus may lead to a higher level of family unity. tham, and Barnett (2005), who researched factors associated
Inversely, Poza et al. (2004) found family unity to positively with depending on a single decision-maker within a family
correlate with ‘‘effective management practices’’ (i.e., family business. Surprisingly, the existence of an advisory board or
meetings, advisory boards, performance feedback, planning board of directors did not have any explanatory power in
activity and succession planning; p. 113). They determined that reducing this dependence. However, the existence of an advisory
family unity, together with a positive interaction between the board with at least one external member was significantly
family and the business and the perception that a business related to a higher number of key managers in the business,
opportunity is a precursor, rather than an outcome, of effective which also indicates some degree of progress towards business
governance and management practices. They embed their results professionalisation.
in principal-agent theory and the resource-based view. Accord- As a common denominator among these four pieces of research,
ingly, the family-business interaction represents a prerequisite they all examined indicators of business professionalisation, i.e.,
for the formation of governance and management practices, planning, written standards for family employment in the
which are crucial for the reduction of agency costs and may business, increased decision quality and a higher number of key
therefore help to create a competitive advantage and achieve managers. Although, there is no direct evidence regarding causality
sustainable business performance. However, caution is advised in the relationship between family governance and business
in the interpretation of these results, as FGM were not analysed as professionalisation, there are plausible reasons to assume a
a single variable but jointly with other governance and bidirectional relationship. On the one hand, the creation of FGM
management practices. could lead the family to initiate a process that should ensure a
The relationship between FGM and family unity and family healthy, sustainable business. The necessary measures can, for
conflict mitigation/resolution could be bidirectional: a high level of example, include increased planning, a higher number of external
family unity can (together with other factors) act as a precursor for managers and written standards for family employment in the
the elaboration of FGM, as suggested by Poza et al. (2004). business. By taking such measures, the family initiates a process of
Furthermore, family conflicts may result in the implementation of professionalisation. On the other hand, if, for instance, the family
FGM, as there will be a need to solve these conflicts. Conversely, decides to hire key managers and advisers in the business, these
FGM can also lead to increased family unity and conflict managers and advisors could – based on their experience with
mitigation/resolution, as proposed by Martin (2001) and Brenes other family businesses – advise the family to establish a family
et al. (2011). council so as not to discuss clearly family-related topics in business
To summarise these findings, the author suggests the following meetings. Thus, a certain degree of professionalisation within the
proposition: family (in the form of FGM) could also be an outcome of business
professionalisation. Improved organisation and higher professio-
Proposition 4. FGM are positively associated with family unity, nalisation among the family might in turn lead to ‘‘better’’
conflict mitigation and conflict resolution among family members. decisions through goal alignment among family members.
Therefore, the following proposition is suggested:
4.2.4. Business professionalisation
In a similar vein, family governance might also be associated Proposition 5. FGM are positively associated with business profes-
with increased planning activities, as analysed by Tower et al. sionalisation.
(2007). They found significant differences in general planning
activities (i.e., the estate plan, business mission, family mission 4.3. Outcomes
and succession plan) between family businesses holding regular
family meetings and those that do not, with the former relying 4.3.1. Succession planning process and succession success
more heavily on planning measures than the latter. As an Another important issue family businesses have to face is
analogous step towards business professionalisation, Martin succession and succession planning. Family governance plays a
(2001) emphasises that an effective family governance system crucial role in this regard. To enable the sustainability of the family
would require ‘‘demonstrated competence in assigning responsi- business from generation to generation, FGM should create some
bilities’’ (p. 93). To this end, he proposed that the family should form of succession planning (Martin, 2001). As such, the family
have written standards to define the qualifications and experience council could devise a succession plan, select the most qualified
family members must have to occupy specific posts, to ensure an successor(-s) and ensure adequate preparation for the take-over of
effective governance process. Furthermore, family members the business. Martin (2001) notes that such a practice might be
should be educated in their sense of responsibility to understand particularly difficult if a governing family patriarch/matriarch
aspects such as current business performance and address any refuses to slacken the reins.
challenges the business has to face. As previously mentioned, FGM Blumentritt (2006) confirms a strong relationship between the
positively influence social interaction among family members, existence of an advisory board and strategic, as well as succession
which leads to a more well shared vision. This in turn results in planning, but he did not find the same relationship with a board of
increased decision quality and a stronger commitment to directors. A potential reason is the distinct role of the advisory
decisions (Mustakallio et al., 2002). Accordingly, family gover- board, as it focuses more on resource provision than on business
nance indirectly affects decision quality and commitment. governance. Furthermore, boards of directors might differ between
Although Mustakallio et al. (2002) did not investigate whether family and non-family businesses. Blumentritt (2006) provides
there is a direct relationship between FGM and decision quality two possible explanations for these findings: ‘‘Either family
and decision commitment, one seems plausible, as the active use business managers and owners turn into experts when they feel
of FGM might ensure that decisions are taken on a common basis the need to plan or, once an advisory board is created, it will
by including a broader circle of family members (or at least more prompt a family business to engage in more planning’’ (p. 71).
than one family member); thus by increasing the pool of potential Drawing on qualitative data, Chittoor and Das (2007) also found
alternatives for consideration, objectivity would be enhanced, that family councils ease succession by providing the subsequent
leading to increased decision quality and consequently to a generation with space to grow and representing the family’s values
stronger commitment to decisions. and interests in the management without any interference in daily
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 147

business. For this reason, a family council might also be a vital business much more effectively, it stands to reason that family
adjunct for business professionalisation (Chittoor & Das, 2007). In a governance might be strongly related to familiness.6 The term
quite similar case study conducted by Craig and Moores (2002), the ‘‘familiness’’ was first introduced by Habbershon and Williams
establishment of a family council had the primary aim of (1999). They defined it as ‘‘the unique bundle of resources a
addressing and hence facilitating ownership succession through particular firm has because of the systems interaction between the
the implementation of a succession plan, which was developed in family, its individual members, and the business’’ (p. 11). Since
conjunction with external consultants. then, familiness has emerged as a key concept in family business
Despite that succession planning and succession success are research (Frank, Lueger, Nosé, & Suchy, 2010). Yet, while numerous
disproportionately linked to the family council (expressed in researchers have attempted to further develop the concept of
Propositions 6B and 6C, respectively), analogous assumptions can familiness (for a detailed review, see Frank et al., 2010), its
be made for other FGM (Propositions 6 and 6A, respectively). A antecedents and effects remain rather obscure (Sharma, 2008).
family constitution, for instance, which has been developed Recent evidence (Zellweger, Eddleston, & Kellermanns, 2010)
through intensive dialogues and with input from a broad group defines familiness in terms of three dimensions, namely compo-
of family members, can fulfil the same purpose as a succession plan nents of involvement, essence and identity:
elaborated and launched by the family council. Components of involvement: This dimension describes a family
Thus5: business by focusing on the family’s influence through governance,
management, ownership and/or succession (Chua, Chrisman, &
Proposition 6. FGM contribute to initiating the succession planning Sharma, 1999), which is deemed the minimum threshold for
process. defining a business as a family business (Pearson, Carr, & Shaw,
2008). There might be a strong relationship between the
Proposition 6A. FGM contribute to the success of succession.
components of involvement dimension and FGM, as the latter
Proposition 6B. Family councils are particularly likely to contribute can help the family to provide clarity on governance, management
to initiating the succession planning process. and ownership issues. In the context of a family (council) meeting,
for instance, family members might jointly establish clear rules
Proposition 6C. Family councils are particularly likely to contribute and regulations regarding the purchase/sale of shares, dividend
to the success of succession. policy, investment and disinvestment strategy, required qualifica-
tions and experience for family managers wishing to occupy a
4.3.2. Work environment and commitment from non-family managerial position within the business, remuneration and bonus
payments for family members and consequently document them
managers
Thus far, this review has concentrated on the benefits of family in the family constitution. Regarding succession, the anterior
generation might form a family council that selects the appropriate
governance for family members. Notwithstanding these benefits,
family governance might also be beneficial for non-family candidate, creates a succession plan and provides the successor
with training and advice. To summarise, FGM can clearly shape
members. Family councils can be vital for the creation of a
favourable work environment for non-family CEOs. They improve governance, management, ownership and succession practices.
their chances of success, as a council mitigates the potential for From this, it follows that FGM have the potential to exert a strong
conflicts, aligns different beliefs and aggregates the incoherent influence on the components of involvement dimension of
preferences of individual family members into a set of communi- familiness.
cable objectives. In so doing, family members have the space to Essence: The essence approach goes one step further than the
articulate their convictions and feelings concerning the business, components of involvement approach. It additionally demands a
without entangling a non-family CEO in purely family-related certain distinct behaviour to classify a business as a family
issues (Blumentritt, Keyt, & Astrachan, 2007). business (Pearson et al., 2008). According to Chrisman, Chua, and
A family protocol might fulfil a similar role. Brenes et al. (2011) Sharma (2005), this behaviour implies (a) the family’s intention to
found that implementing a family protocol provokes a change in retain control over the business (Litz, 1995), (b) the family’s
attitudes among the board of directors, resulting in an increased influence on strategic decision-making in the business (Davis &
level of commitment. By way of comparison, Chittoor and Das Tagiuri, 1989), (c) a certain family-business-like behaviour (Chua
(2007) also concluded that the existence of a family council can et al., 1999), (d) unique capabilities and resources that arise from
prevent any disruptive interference in daily business issues by the family’s involvement in the business (Habbershon, Williams, &
MacMillan, 2003) and (e) non-financial goals within the family
individual family members, as it forms a bridge between the
management and the family by unifying and representing the business that fulfil the family’s emotional needs (i.e., ‘‘socio-
emotional wealth’’; Berrone, Cruz, & Gomez-Mejia, 2012; Gomez-
family’s values and interests in a common body.
Thus: Mejia, Takacs Haynes, Nuñez-Nickel, Jacobson, & Moyano-Fuentes,
2007). FGM, which provide clear structures, rules and values for
Proposition 7. FGM increase commitment from non-family man- the family, may constitute particular means to manage and steer
agers through the creation of a favourable work environment. the family’s behaviour. They help to align the business family’s
preferences and goals and thereby provide a clear direction for its
members (Pieper & Astrachan, 2008). The business family might,
4.4. Post hoc reflections on family governance and familiness e.g., jointly develop a shared vision regarding the future of the
business that approves of certain modes of behaviour while
As FGM (1) are strongly connected to numerous governance prohibiting others. Based on this vision, the family can define
mechanisms within the business and ownership dimension (see common short-, as well as long-term goals for the business and
Fig. 1), (2) are linked to a large variety of business-, as well as
family-specific factors (see Fig. 2) and (3) create order within the
family and thus enable the family to exert its influence on the 6
In contrast to the remaining propositions, the author theoretically derived
Proposition 8 in an attempt to provide some initial reflections on the connection
between family governance and familiness. An in-depth operationalisation would
5
The following four propositions refer to the fact that succession is a current go beyond the scope of the article and should therefore be addressed in future
issue and succession planning is often neglected. research.
148 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

ANTECEDENTS CORRELATES

OPEN FAMILY UNITY AND


BUSINESS AND ECONOMIC COMMUNICATION,
CONFLICT
FAMILY BUSINESS TRUST, INCREASED
MITIGATION/
COMPLEXITY PERFORMANCE SOCIAL INTERACTION,
GOAL ALIGNMENT RESOLUTION

P2A

Family’s focus on
P1 preserving/harve- P3 P4
sng or increasing
family wealth

P2B

FGM

FAMILY
COUNCILS

P5 P6 P6A P6B P6C P7 P8

SUCCESSION INCREASED
BUSINESS
PLANNING PROCESS COMMITMENT
PROFESSIONAL- FAMILINESS
AND SUCCESSION FROM NON-FAMILY
IZATION
SUCCESS MANAGERS

CORRELATES OUTCOMES THEORETICALLY


DERIVED
CORRELATE

P proposion
empirically derived proposion (through literature review)
theorecally derived proposion

Fig. 2. Conceptual model.

record them in the family constitution. To be able to achieve these identity, vision and values (Gersick et al., 1997). If family members
goals, the family might consequently develop a step-by-step regularly exchange their points of view and openly communicate on
implementation plan, and whenever discrepancies occur, a family business issues (e.g., in regular family meetings), they are more
(council) meeting can be called to define counteraction. Thus, FGM likely to create and maintain a sense of shared vision (Mustakallio
can strongly determine and align the business family’s behaviour et al., 2002; Sorenson, Goodpaster, Hedberg, & Yu, 2009) and a strong
and thus might be closely linked to the essence dimension of identification with the business (Pieper & Astrachan, 2008). Sharing
familiness. a common vision and a sense of belonging to the business might in
Identity: Zellweger et al. (2010) introduced family business turn result in the creation of an organisational identity as a family
identity as a third dimension of familiness, as it ‘‘captures the business and thus enhance the familiness of the business.
family’s perception of the business – ‘Are we a family firm?’ – and The relationship between FGM and familiness could be
directly recognises those families who are likely to create bidirectional. FGM either constitute particular means to manage,
familiness’’ (p. 57). The uniqueness and non-replicability of the or even increase, the familiness of a business by providing clarity
family’s identity even helps the family business to develop a on ownership and management issues, shaping a certain behaviour
competitive advantage over its non-family counterparts (Sundar- and consequently a certain family business identity. Conversely, a
amurthy & Kreiner, 2008). Indeed, the active use of FGM (particularly certain type of familiness (e.g., one focusing on family-first
the establishment of a family constitution) has much to do with aspirations) could also favour the establishment of FGM.
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 149

Therefore, the following proposition is suggested: largely relate to the business sphere, open communication, trust,
increased social interaction and goal alignment among the
Proposition 8. FGM are positively associated with familiness. business family are situated in the family sphere. Business and
family complexity, familiness and succession, however, are factors
that refer equally to both spheres. This demonstrates that family
5. Conceptual model governance is connected to a wide range of family- and business-
related issues that can be considered rather beneficial in both
The following model provides an overview of the propositions regards (e.g., conflict mitigation within the family and business
elaborated in the previous section. As initially stated, the findings professionalisation, to name only two).
on the antecedents, correlates and outcomes of family governance
were partially ambiguous and mixed. In cases in which the related 6. Discussion and conclusion
constructs could be considered to act as either an antecedent or an
outcome (or possibly even both), a single, bi-directional arrow was This article has attempted to identify the antecedents,
drawn to emphasise the binary nature of this focal construct. correlates and outcomes of family governance by analysing the
The first part of the model presents the antecedents related to existing literature and consequently summarising them in a
family governance, followed by correlates and, finally, outcomes. conceptual model. To the author’s knowledge, this article is the
As depicted in the model, the majority of the propositions express a first to consolidate the existing literature on family governance by
correlation, whereas only two and three propositions refer to identifying and classifying the factors associated with family
antecedents and outcomes, respectively. To begin with the governance. Furthermore, it is the first article to theoretically link
antecedents, Proposition 1 emphasises that a high level of business family governance to the concept of familiness and therefore
and family complexity favours the development of FGM, as these provides a valuable contribution to family business research.
might be a fruitful approach to managing increased business and The body of literature devoted to family governance has grown
family complexity emerging from, e.g., firm age, family size and the in recent years. However, this literature review has revealed a
number of family generations in charge. Furthermore, the degree of seeming lack of consensus concerning the character of family-
formality of FGM implemented by business families might depend governance-related factors (i.e., their role as either antecedents or
on the level of family and business complexity, which means that outcomes), substantial heterogeneity in family governance-related
less complex business families are more likely to opt for less formal topics, a rather low number of references made to theory (only 16%
FGM. of the articles reviewed explicitly connected family governance to
Regarding the correlates, six propositions have been conceived: theory) and an underrepresentation of qualitative research
Proposition 2A predicts a positive relationship between FGM and strategies (only observed in 26% of the articles reviewed). To
economic business performance, which may result from the fact overcome these shortcomings, future research must test the model
that FGM help the family to develop a unified team that presented in this article and elaborate on the direction of the
collaborates to achieve a common goal. This relationship is corresponding relationships between FGM and related factors. In
mediated by the business-owning family’s focus on either doing so, longitudinal studies such as case studies, panel studies or
preserving/harvesting or increasing family wealth (P2B). even experiments to examine the changes after the implementa-
Proposition 3 predicts correlation among open communication, tion of FGM seem to be a fruitful approach. However, a focus on
trust, increased social interaction and goal alignment among the theory-building and qualitative research strategies, to deepen our
business family on the one hand and family governance on the current understanding of family governance and allow a cumula-
other. FGM can require a certain level of openness, interaction, tive advance in knowledge, seems even more essential. The
trust and shared goals to be effective, but they are also measures question of how appropriate the theories used in family gover-
that foster communication, socialising with other family members nance research thus far are (i.e., social capital theory, principal-
and the development of shared ideas. In a similar vein, family agent theory and stewardship theory) should be addressed, as they
governance is linked to family unity, conflict mitigation and might be overly narrow and limited in their explanatory power.
resolution among family members (P4), as well as to business Applying more holistic theories such as new systems theory
professionalisation (P5), i.e., planning, written standards for family (Luhmann, 1995; Von Schlippe & Frank, 2013) to family gover-
employment in the business, increased decision quality and a nance research might be a fruitful approach, as FGM primarily
larger number of key managers. Furthermore, in line with the fact constitute measures to balance potentially diverging expectations
that family governance is associated with a wide range of family- between the business and the family system, and new systems
and business-related factors, it is likely that FGM are also positively theory is capable of explaining both systems (Simon, 2012). It
related to familiness (P8). Family governance helps to create order could, for instance, uncover how the business and the family are
within the family, thereby allowing the family to exert influence on structurally coupled and the extent to which the family formalises
the business much more effectively; this proposition has been its relationship with the business. The use of case studies might be
theoretically derived and requires further operationalisation, as especially suitable, as they not only provide an opportunity for
well as future empirical testing. further theory-building but also for the clarification of causality in
In terms of outcomes, family governance can activate a the context of the antecedents and outcomes of FGM. For this
succession planning process and contribute to the success of purpose, research could expand on the following question: Why do
succession (in the event that succession planning is lacking and business-owning families decide to implement a comprehensive
succession is a current issue; P6 and P6A). In this context, family system of family governance and which family- and business-
councils are particularly likely to contribute to succession planning specific dynamics and effects does the establishment of such a
and success (P6B and P6C), as they help successors to develop the system create?
necessary competences and represent the family’s values and Referring to the conceptual model, it might be of particular
interests. Moreover, family governance can help to increase the interest to further explore the relationship between familiness and
commitment of non-family managers (P7). family governance. As such, FGM can either be specific means to
Whereas economic business performance, business professio- manage or even augment the familiness of a business, or a certain
nalisation, a favourable work environment for non-family man- type of familiness could also favour the establishment of FGM.
agers and their enhanced commitment constitute factors that Thus, the effectiveness of the business-owning family as a social
150 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

system in conjunction with the structurally coupled business families, as the success of a family business depends largely on the
system may increase. The article at hand lays the foundation for family itself (Olson et al., 2003). The type of FGM that the family
future research into the interplay between both constructs; ultimately selects should, however, match the complexity of the
however, further operationalisation is deemed necessary. In this family, business and ownership dimensions. Informal, occasional
regard, future research could, for instance, address the following family meetings can be appropriate during the evolutionary stage
question: How are the individual dimensions of familiness (i.e., the (start-up, young business family and controlling owner) to
components of involvement, essence and identity) influenced by integrate non-active family members in business issues and plan
the different types of FGM? for future ownership and participation in the business (Aronoff &
Apart from familiness, the conceptual model also proposes that Ward, 2002; Suáre & Santana-Martı́n, 2004). Once succession
a high level of family and business complexity acts as an approaches, it might be sensible to create a family council, as it can
antecedent for the creation of FGM. While it is evident that older facilitate succession and improve succession performance. How-
family businesses are more inclined to create FGM than younger ever, the creation of a family council can be especially helpful in the
ones (Fahed-Sreih & Djoundourian, 2006; Suáre & Santana-Martı́n, collaboration and succession stages, respectively in the sibling
2004) and family size and the generation in charge are negatively partnership and cousin consortium stage, whereupon the council’s
associated with social interaction among family members, which structure and composition typically evolves over time (Gersick
can be overcome by FGM (Mustakallio et al., 2002), it remains et al., 1997). Once the business family has reached a size that is no
rather unclear what the specific threshold for the creation of longer manageable in family meetings, a family council becomes a
individual FGM is. To shed further light on this issue, future worthwhile (Neubauer & Lank, 1998; Suáre & Santana-Martı́n,
research could focus on the following question: What is the 2004) and useful addition to family meetings. There is no scientific
threshold, e.g., in terms of family size, the number of generations evidence indicating the appropriate time to draft a family
working in the business, the number of shareholders, business age constitution, but it can be assumed that its elaboration becomes
and size, at which business families are inclined to establish increasingly meaningful as the business, the family and the
various FGM? ownership dimension become increasingly complex. A family
Furthermore, as depicted in the conceptual model, the existing office and a family foundation are usually created by large families
literature on family governance primarily emphasises the that have passed the transition and accumulated substantial
favourable connotations of family governance such as conflict wealth (Gallo & Kenyon-Rouvinez, 2005). It remains to say that the
mitigation (Brenes et al., 2011; Martin, 2001), eased succession business family should never completely disregard family gover-
(Chittoor & Das, 2007; Craig & Moores, 2002) or the creation of a nance issues, as dysfunctional conflicts between family members
favourable work environment for non-family managers (Blumen- (Davis & Harveston, 2001; Eddleston & Kellermanns, 2007) or
tritt et al., 2007; Brenes et al., 2011; Chittoor & Das, 2007). uncoordinated interventions in the business by different family
Nevertheless, the literature reviewed only addresses the fact that members (Jaffe & Lane, 2004) constitute potential threats to the
FGM can also have negative effects to a limited extent, e.g., if the business and the family.
former generation creates a family council and turns it into a This review of the literature is not without limitations: First, it
‘‘surveillance council’’ (Gallo & Kenyon-Rouvinez, 2005) to principally focused on family meetings, family councils and
control the subsequent generation and maintain their influence family constitutions, as these constitute the most frequently
on the business, which could result in substantial family conflicts. examined mechanisms in family governance research. However,
In a similar vein, the establishment of a family constitution can when including a broader range of literature (e.g., books and
lead to the emergence of family conflicts whenever, for instance, dissertations) and addressing a different research question, it
not all the members of the business family are included in the might also be interesting to research other FGM such as family
establishment process and agreements are made by certain active foundations and family offices. Second, it was noted that the
members of the board of directors without the common family governance literature is dominated by Western countries.
agreement of the remaining family members (Labaki, 2011). To However, given the importance and development of Asian
further elaborate on this consideration, a comparative case study economies, this gap should be reduced in future studies. Third,
between a family business that has successfully established the author acknowledges the small sample of publications
certain FGM and another family business that has failed to do so obtained (N = 19), which resulted from the exclusive consider-
could be a possible avenue of research. ation of English-language, scholarly journal articles. Due to the
Another central concept in family business research – and a limited evidence, the propositions drawn and the model devel-
potential extension of the model – concerns socioemotional wealth oped might be limited in their scope.
(SEW), which some argue is the most relevant differentiator of Finally, family governance constitutes a topic of substantial
family businesses, as it could help to explain why these entities practical relevance that still merits much more attention in family
behave differently from their counterparts. However, research on business research, as if the family is able to successfully govern
SEW remains in its infancy, and further research needs to be itself, this also has far-reaching consequences for the business. This
conducted to obtain a better understanding of this construct. article has opened up numerous future directions in family
Therefore, a potential question for future research would be: How governance research. The avenues for future research are still
do FGM influence the formation and preservation of SEW? broad, and many research gaps persist that both family business
(Berrone et al., 2012). researchers and researchers from other disciplines such as
Regarding practical implications, the development of a sociology, psychology or law could fill through a further
functioning family governance system is essential for business exploration of this promising field of research.
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 151

Appendix A. Data extraction form

Author(s) and Journal Focus of research question FGM analysed Methodical Theory Family governance-related
year approach results

1 Astrachan & Family Business The impact of human  Family meeting Quantitative No explicit Significant positive correlation
Kolenko, 1994 Review resource management and approach reference to among frequently held family
professional governance theory meetings, strategic planning, the
practices on family existence of a board of directors
business success and and the longevity of a family
survival businesses throughout multiple
generations; however, family
meetings were not studied as a
single variable in their own right

2 Berent-Braun & Small Business Impact of family  Family Quantitative Organisational FGM are positively related to
Uhlaner, 2012* Economics governance on financial constitution approach social capital financial business performance,
business performance  Family code of mediated by the owning family’s
conduct focus on either preserving/
 Clear selection harvesting or growing family
and accountability wealth
criteria
 Family council
 Family reunion
 Formal family
communication
systems

3 Blumentritt, Family Business Relationship between  Advisory board Quantitative No explicit Strong relationship between the
2006* Review boards (boards of directors approach reference to existence of an advisory board
and advisory boards) and theory and strategic and succession
planning in family planning in the family business
businesses

4 Blumentritt Family Business Factors that influence the  Family council Qualitative Principle-agent Family councils to create a
et al., 2007 Review success of non-family approach theory and supportive, favourable work
CEOs stewardship environment for non-family
theory CEOs, to improve his/her
chances of success, family
councils to mitigate the
potential for conflicts, align
different beliefs and aggregate
fuzzy individual preferences of
family members into a set of
communicable objectives; they
provide family members with a
space to articulate their
convictions and feelings
concerning the business without
directly involving the non-
family CEO in family issues

5 Brenes Journal of Impact of business and  Family council Quantitative No explicit Greater relevance of family
et al., 2011* Business family governance  Family protocol approach reference to governance for larger business
research structures on family theory families (a larger number of
business performance family members that do not
actively participate in the
business; implementing a family
council leads to conflict solving,
improved family
communication and the
development of family/business
agreements; a family protocol
works towards greater family
unity, improved transparency,
increased commitment from the
board of directors, more
frequent meetings and a clearer
understanding of the family’s
role

6 Chittoor & Family Business Differences in succession  Family council Qualitative No explicit The existence of a family council
Das, 2007 Review performance with approach reference to can ease succession, as it allows
succession to a family theory the subsequent generation space
member compared to a to grow; and as it represents the
professional, non-family family’s values and interests in
manager the management without any
interference in daily business;
the family council is a vital
adjunct for professionalisation
152 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

Appendix A (Continued )

Author(s) and Journal Focus of research question FGM analysed Methodical Theory Family governance-related
year approach results

7 Craig & Moores, Family Business Professionalisation in the  Family council Qualitative No explicit Family council to address
2002* Review family business, approach reference to ownership succession, the
exemplified using the case theory establishment of a succession
of Australia’s Dennis plan (guided through external
Family Corp consultants); the main
discussion topics in family
council meetings are: succession
planning, investment strategy,
dividend policy, philanthropy,
recording and archival storage of
the family history and the
integration of advisors into the
board of directors

8 Fahed-Sreih, Management Relationship between  Family dimension Quantitative No explicit Positive correlation between
2009* Research News different governance as a whole, but approach reference to family governance and
configurations and firm detailed theory performance/survival of the
survival, empirical testing measurement not family business
of the four-dimensional further specified
family business model
introduced by Klein (2000)

9 Fahed-Sreih & Family Business Determinants of longevity  Family councils Quantitative No explicit Mature family businesses (over
Djoundourian, Review and success in Lebanese  Formal family approach reference to 30 years old) are more likely to
2006* family businesses meetings theory take decisions on a participatory
basis using advisory boards and
holding more formal family
meetings

10 Feltham Journal of Small The degree of dependence  Advisory board Quantitative No explicit Research on factors associated
et al., 2005* Business of a family business on a approach reference to with dependence on a single
Management single decision maker and theory decision-maker within a family
associated factors business; the existence of an
advisory board or board of
directors did not have any
explanatory power in this
context; the existence of an
advisory board was significantly
related to a larger number of key
managers

11 Gilding, 2000* Family Business Qualitative reflections on  Family retreats Qualitative No explicit The elaboration of family
Review family business and family  Family meetings approach reference to institutions primarily aims at
change, individual  Family assemblies theory easing open communication and
autonomy,  Family codes of negotiation, creating trust,
democratisation and new conduct aligning goals, keeping the next
family business  Family councils generation connected to the
institutions business, and preventing the
implosion of the family business

12 Habbershon & Family Business Impact of family meetings  Family meetings Development of No explicit Iterative model to demonstrate
Astrachan, 1997 Review on the family business an iterative reference to how family meetings lead to
model and theory (rather specific system outcomes:
initial theory-building) Family meetings as collective
quantitative encounters produce collective
testing cognitions entailing collective
actions that result in specific
system outcomes that might in
turn provoke a reassessment of
agreement

13 Jaffe & Lane, Family Business How to sustain a family  Family council Qualitative No explicit The two main challenges a
2004* Review dynasty: Governance  Family office approach reference to family dynasty has to face are:
structures of complex theory (a) the development of wealth-
multigenerational producing assets and (b) the
business- and investment- elaboration of agreements and
owning families structures to integrate the
family owners’ and
beneficiaries’ voices into the
business. The article presents
and characterises two types of
family dynasties
J. Suess / Journal of Family Business Strategy 5 (2014) 138–155 153

Appendix A (Continued )

Author(s) and Journal Focus of research question FGM analysed Methodical Theory Family governance-related
year approach results

14 Martin, 2001* Family Business Practices, guidelines and Implicit reference Conceptual No explicit Six-stage process to create a
Review values that effective to: article/ reference to lasting governance plan for
family governance should  Family meetings commentary theory family businesses (p. 91):
follow  Family council 1. Culture and structure of open
 Family office family communication
2. Valuing overall family over
individual family branch needs
3. Importance of demonstrated
competence in assigning
responsibilities
4. Effective generational
succession plan for survival of
family and its wealth
5. Creation of family conflict
management processes
6. Creation and maintenance of
an effective family governance
plan

15 Mustakallio Family Business Effects of relational and  Informal family Quantitative Principle-agent Negative impact of increasing
et al., 2002* Review contractual governance on meetings approach theory for family size and generations on
strategic decision making  Formal family contractual the level of social interaction
meetings governance among family members; a
 Family councils (board of greater variety of FGM fosters
 Family plans directors) and social interaction between
social capital family members; this in turn
theory for enhances their sense of shared
relational vision, which improves decision
governance quality and decision
(family commitment
governance)

16 Peterson & Journal of Differentiating value  Family council Quantitative General systems Value orientation and unity in
Distelberg, 2011* Family Business orientation from unity in  Formal family approach theory, human values indirectly affect business
Strategy values and their impact on meetings ecology theory growth through the elaboration
business growth through (but not and sustainment of formal
formalisation and ethical explicitly processes and structures (board
values connected with of directors, family council,
FGM) formal valuation, strategic plan).
Family businesses with a family-
first focus are more likely to
develop and maintain a family
council than family businesses
with a business-first focus. The
results also indicate a covariance
between ethical values and
formalisation

17 Poza et al., Family Business Interaction between  Family meeting Quantitative Principle-agent Family unity correlates with
2004* Review families and their  Advisory board approach theory, resource ‘‘effective management
businesses and the impact based view, practices’’ (i.e., family meetings,
of this interaction on the systems theory advisory boards, performance
management and (but not feedback, planning activity and
governance practices explicitly succession planning). Family
employed connected with unity, perceived business
FGM) opportunity and a positive
interaction between the family
and the business influence
governance and management
practices and thus constitutes a
source for the creation of a
competitive advantage and
sustainable business
performance

18 Suáre & International Exploration of governance  Family council Quantitative Principal-agent Informal and formal family
Santana-Martı́n, Journal of systems in Spanish family  Family meetings approach theory, governance mechanisms
2004 Entrepreneurial businesses and the extent  Family protocol stewardship (informal family meetings,
Behaviour & to which they follow the theory (but not family council) are more
Research recommendations of the explicitly frequently adopted by multi-
best practices code from connected with generation businesses
both the business and the FGM)
family perspective
154 J. Suess / Journal of Family Business Strategy 5 (2014) 138–155

Appendix A (Continued )

Author(s) and Journal Focus of research question FGM analysed Methodical Theory Family governance-related
year approach results

19 Tower et al., 2007 Journal of Small Relationship among  Family meetings Quantitative No explicit No significant economic
Business family meetings, planning approach reference to performance difference between
Strategy processes and economic theory family businesses that employ
performance measures family meetings and others that
do not, but there is a
performance difference with
respect to meeting membership,
i.e., family businesses with the
most inclusive family meetings
survived for a larger number of
generations and generated more
income than family businesses
with more restrictive meeting
membership; significant
differences were observed in the
planning processes of the two
groups

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