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One of the aspects that differentiate small businesses from big ones is the implementation of a formal Corporate Structure. This is important for any growing bussiness to give guidance and clarity to its operation.
We must possess the corporations that allow a simple and efficient operation.
The Organization for Economic Cooperation and Development (OECD), of which Mexico has been a member since 1994, issued in 1999 the “OECD Principles for the Government of Societies”, which were revised in 2004; likewise, in September 2015, it announced the “Principles of Corporate Governance G-20 OECD”. These principles are a reference for each country to issue their own, adapting them to their regulatory framework and business culture. Revised released in November 2006, in the Second Revised Version published in April 2010 and now in this Third Revised Version of July 2018.
Corporate Governance and Institutionalization of the board of directors and committees
The promotion of corporate governance has gained a greater relevance since the coming into force of the law of the stock market in 2006 which was updated with the reforms published in the Diario Oficial on June 28, 2007; May 6, 2009; January 10, 2014, March 9, 2018 and January 9, 2019. In the case of 2018, it is mentioned that the management of the companies will be entrusted to a Board of Directors and in which the obligations of the directors are highlighted .
In this way, very important and unprecedented advances have arisen in the field of corporate governance, opening up a range of possibilities and facilities to promote the growth and survival of firms, generating greater confidence among investors and allowing them access to major sources of financing.
As corporate governance moves forward, businesses are better accepted by customers, suppliers, financial institutions, authorities, etc.
The fact that a company is run by a family demands that better practices are adopted in this regard and balance is sought, but at the same time that there is a clear separation of the company – family relationship
The shareholders agreement or Pact of Partners has become an essential element which seeks to anticipate conflicts and foresee the right procedure for the adoption of certain fundamental decisions, or the way to behave should certain events occur. It is without a doubt an incomplete contract, considering that not all the cases which could arise during the life of the society can be predicted.
These agreements tend to be an extension of what is reflected in the articles of Association, incorporating specific issues. It is important that the laws reflect the main elements contained in this Convention.
The Family Protocol is an instrument that regulates the relations between the members of the family and the company. It is a mechanism that has proved to target the problems that often arise when implementing the succession and Government of a family-owned business and which may affect the professional, economic, or even personal relations between family and company.
This set of agreements or codes of conduct that the members of the family group subscribe to ensure that the permanence of the company is collected in a family protocol. It is, in fact, a way to integrate a single criterion of action that addresses the business and family matters.
The Protocol is a mechanism that, in addition to promoting generational change, contributes to the balance between business and family issues. It will be necessary to accurately determine the interests of the family and the society, to prevent interference from one side or another, which is a common cause of crisis in family enterprises. Therefore, this type of document addresses issues such as the rights attached to the property, the Administration and management of the company, or the paid work done by members of the family inside the company.
The Family Council aims to promote family unity. To achieve this goal it is necessary that the members of the business family meet to discuss, assess, agree and transfer their expectations and needs to the company. This information is transmitted in an orderly manner to the company. Thus, the proprietary family council is held together through shared values, mission, vision and purpose.
Another important objective is the permanent training within the family that owns it in different areas related to the family business, in order that its members exercise their roles as responsible shareholders and committed to the business project. A family council helps family members in the creation of a unified voice, as well as in the development of the necessary skills so that each member of the family can contribute from their personal resources to the success of the family business.
The succession in a Company, be it a family bussiness or not, is a subject that must be addressed and planned so that it happens in a gradual manner, and not overnight. The way in which this process must be conducted will dependo n the structure of the Company and its particular circumstances. All companies, however, must be prepared to bring about this process.
The succession plan must assure the continuity of the objectives and misión of the Company, to guarantee stability in the replacement process and to créate the neceessary conditions to fostewr the development of the candidates, giving them the competences and practices required by the positions to fill. The succession process of a Company is one of its most delicate moments. In fact, 85% of conflicto arises in this period.
A subject that is usually left until last minute or not dealt with at all, and which can cause great problems within a family is when, due to favoritism, overprotection, or other factors, an unfair allocation scheme is originated. To prevent this, it is posible to handle the affair with the support of professionals, thus ensuring harmony inside the family.
The Multi Family Office of Aguilar Portilla supports you in the construction of the Patrimonial Map, a diagram in which the members of the family that you designate will be able to identify the main assets that make up the family patrimony and that include, among others, actions, investment accounts , trusts, movable assets, artistic patrimony, real estate assets, etc.
Through a detailed analysis of the main strengths, weaknesses, opportunities and threats of each member of the family, the different assets that make up the heritage are assigned.