Strategies for Effective Implementation of Family Business Constitutions

This article was first published in the Economic Times on May 22, 2024. Co-authors: Anil Sainani & Kavil Ramachandran. The article can be accessed here: https://economictimes.indiatimes.com/news/company/corporate-trends/strategies-for-effective-implementation-of-family-business-constitutions/articleshow/110339892.cms

The awareness and prevalence of Family Business Constitutions (FBCs) amongst the business families in India is rising. While many families boast of meticulously crafted constitutions, a significant gap often exists between aspiration and reality. Despite their existence, these documents frequently remain dormant, failing to permeate at the strategic, operational, and even familial dynamics level. This article explores strategies for the effective implementation and bridging the divide between the aspirational ideals outlined in the constitution and the lived reality of day-to-day interactions, long-term strategies, decision-making processes, and familial aspects of harmony and togetherness.

Strategies for Effective Implementation

Cultivating Mindset and Behavioural Shifts: Central to successful implementation is a paradigm shift in mindset and behaviour. Embracing new modes of thinking and interaction aligned with constitutional principles demands investment in communication skills, conflict resolution techniques, and emotional intelligence. This shift is not merely about compliance with rules but about cultivating a culture of trust, collaboration, and shared purpose within the family and across the business.

Fostering Structured Meetings and Support Systems: Structured gatherings, such as family council and family business board meetings, provide dedicated spaces for reflection, dialogue, and decision-making. These meetings serve as platforms for discussing key issues, reviewing progress, and making strategic decisions in line with the constitution's principles. Establishing a family office can further streamline the implementation process by providing logistical support for scheduling, agenda creation, documentation, and follow-up actions. This centralized hub ensures continuity and focus, freeing up family members to focus on substantive issues rather than administrative tasks.

Clarifying Roles and Responsibilities: Clarity in roles within the various institutions of family governance, such as the family council, family business board, next-gen council, or the family office, is pivotal. Designating individuals to lead specific institutions/committees fosters accountability and progress. By delineating responsibilities and expectations, families can ensure that everyone understands their role in upholding the constitution and contributing to its effective implementation. This clarity promotes alignment and coordination, minimizing misunderstandings and conflicts arising due to ambiguity.

Leveraging External Guidance and Expertise: In navigating the complexities of family governance and conflict resolution, seeking external guidance from experts can provide invaluable insights and support. External advisors with experience in family business dynamics can offer impartial perspectives, facilitate constructive dialogue, and provide best practices tailored to the unique needs of the family enterprise. Their guidance can help families navigate challenges more effectively and enhance the likelihood of successful implementation.

Embracing Specific Practices: Embedding practices into daily routines reinforces commitment and values alignment. Initiatives like starting meetings with a family prayer and regular updates on personal and business developments promote cohesion and shared understanding. Additionally, incorporating rituals and traditions that reflect the family's values and heritage can foster a sense of identity and belonging, reinforcing the importance of the constitution in guiding family affairs.

Continual Revision and Adaptation: Finally, continual revision and adaptation are essential to ensure the constitution remains relevant amidst evolving family dynamics and external influences. As family members grow and change over time, so too must the constitution evolve to reflect their needs, aspirations, and values. Regular reviews and updates ensure that the document remains a living, breathing framework that guides the family's collective journey towards sustainable growth and prosperity.

A Breathing and Evolving Document

Implementing a FBC transcends the mere creation of a document; it embodies a transformative journey of commitment, patience, and collective effort. By embracing proactive strategies and recognizing challenges as opportunities for growth, families can breathe life into their constitution, shaping a legacy of sustainable prosperity amidst an ever-evolving landscape. Ultimately, the true test of its efficacy lies not in its existence but in its embodiment in every facet of family and business life, enriching relationships, fostering trust, and paving the way for a future filled with promise and possibility.

An exemplary instance of successful implementation can be found in the GMR Group, one of India's leading infrastructure conglomerates. By embedding their core values and principles into their operational framework, the GMR family has demonstrated a steadfast commitment to their constitution, fostering a culture of integrity, innovation, and sustainable growth across generations.

The FBC is a journey rather than a destination. Its implementation must acknowledge the dynamic nature of family businesses, emphasizing resilience and adaptability in navigating inevitable challenges. As the world around us continues to change, the constitution serves as a beacon of clarity and stability, binding the family together and guiding them through both calm seas and stormy waters. By embodying these principles, families can ensure their constitution is a living document that supports sustainable growth and cohesion across generations.

Writing is Easy, not Living: Challenges in Implementing Family Business Constitutions

This article was first published in the Economic Times on May 22, 2024. Co-authors: Anil Sainani & Kavil Ramachandran. The article can be accessed here: https://economictimes.indiatimes.com/news/company/corporate-trends/writing-is-easy-not-living-challenges-in-implementing-family-business-constitutions/articleshow/110339950.cms

Drafting a constitution for the family business has gained popularity, with many wishfully viewing it as a cure-all for their current and future challenges. While creating a constitution is essential, families should understand it merely marks the initial phase in fostering a cohesive family business. In reality, numerous families face difficulties in actualizing the principles outlined in the document into practical, everyday reality. We discuss here the key challenges encountered in implementing a family business constitution.

Concept of Family Business Constitution (FBC): There are fundamental differences in the two systems of family and business, necessitating clarity across various levels to ensure the enduring strength of the combined entity. Serving as a guiding document, the FBC is instrumental in preserving harmony, values, wealth, and the long-term sustainability of the family business. It establishes a foundational framework governing diverse aspects of family dynamics and their interplay with business operations, encompassing pivotal areas such as decision-making processes, roles and responsibilities of family members, and mechanisms for conflict resolution spanning multiple generations. While many families opt for a written constitution for its clarity and specificity, an unwritten constitution relies on shared understandings and traditions transmitted across generations.

The Implementation Conundrum: Despite recognizing the importance of a FBC, many families struggle with its implementation. They often follow a familiar pattern: first creating the constitution, then faltering in translating its provisions into lived experience. The reasons for this failure are multifaceted and complex.

Lack of Comprehensive Understanding and Preparation: Family members often lack a comprehensive understanding of the need for a constitution, its significance, and the importance of strategic planning for family resources. Without proper education and preparation, they may view the constitution as merely a document for wealth preservation and management rather than a guiding framework for family governance and sustainability. The absence of formal education on these matters, often overlooked by consultants, results in a lack of preparedness to adapt to changing situations, ultimately impacting the implementation of the constitution. Multiple family businesses in Europe and US invest in regular educational sessions amongst family business members, spanning over 6-12 months, before creating their FBC.

Underestimation of Challenges: Families may grossly underestimate the complexities involved in implementing the constitution, leading to disillusionment and disengagement. Initially, there is often a sense of optimism and enthusiasm about drafting the document. However, as the realities of implementation set in, families realise the magnitude of the task at hand, covering careers, performance, rewards, resource allocation, power, and accountability. Without proper preparation and realistic expectations, they struggle to navigate the intricate web of family dynamics and business operations.

Length and Complexity: The length and complexity of FBCs pose challenges for family members in remembering and adhering to key provisions. The extensive nature of these documents can overwhelm stakeholders, fostering confusion and ambiguity, particularly when FBCs are rules-based rather than principles-based. Moreover, the legal and technical language complexity tends to estrange family members not proficient in such matters, impeding effective implementation. Encouraging a focus on the spirit of the constitution rather than fixating solely on its literal interpretation is crucial for fostering a shared understanding among family members.

Lack of Guidance: Families may lack the necessary expertise to effectively plan, conduct, document, and follow up in organizing effective meetings of Family Council and Family Business Board. In many cases, family members are not adequately trained or educated in governance practices and conflict resolution strategies. Without access to external resources and guidance, they struggle to navigate complex issues and make informed decisions, leading to inefficiencies and roadblocks in the implementation journey.

Scheduling Difficulties: Finding time to convene meetings and discussions amidst busy schedules proves to be a significant hurdle. Family members are often involved in various personal and professional commitments, making it challenging to prioritize constitution-related activities. After all, the impact of any delay in business decisions is felt immediately, whereas delays in non-adherence to a constitutional policy may not! Consequently, important discussions and decisions are delayed or postponed, impeding progress and momentum in the implementation process.

Communication Barriers: Lack of a tradition of open discussion where members express diverse ideas, disagreements, and concerns openly and listen to others intently are major challenges, leading to communication breakdowns, misunderstandings, and conflicts.  All these undermine effectiveness of the implementation efforts.

Fear of Conflict: Family members may avoid challenging conversations for fear of hurting feelings or creating tension within the family. Conflict avoidance becomes a barrier to addressing critical issues and making difficult decisions. As a result, underlying tensions and disagreements remain unresolved, simmering beneath the surface and impeding progress towards implementing the constitution effectively.

Neglect and Discrediting: Over time, when people do not follow the provisions of the constitution and the same goes unchallenged, the document loses its sanctity and relevance in guiding family dynamics and business operations. Neglecting to uphold the principles and values outlined in the constitution undermines its credibility and effectiveness. Without accountability and enforcement mechanisms in place, family members may disregard the constitution's provisions, leading to erosion of trust and cohesion within the family business.

The Beginning. Not the End: Implementing a Family Business Constitution demands unwavering commitment, diligent effort, and a profound understanding of its significance from all family members. Yet, the journey doesn't end with the drafting of the document; it begins there. It's about translating words into action, turning intentions into reality, and upholding the values enshrined within. The proof of its efficacy lies not in its existence but in its embodiment in every facet of family and business life. As exemplified by visionary families like GMR, who have embraced their constitutions as guiding beacons, let us heed their example and embark on a journey of transformation, where the constitution isn't just a document but the cornerstone of a legacy, ensuring enduring prosperity for generations to come.

Navigating the Crossroads

This article was originally published in Business Standard, May 07, 2024; Co-author: Kavil Ramachandran

https://www.business-standard.com/opinion/columns/impact-of-divisions-in-family-businesses-motivations-and-consequences-124050601237_1.html

The recent trend of ownership restructuring and vertical splits amongst prominent Indian family businesses, exemplified by the division within the Godrej Group, has brought to the forefront the complexities and challenges associated with managing large, multi-generational enterprises. While opting to split the business may appear as a strategic manoeuvre to navigate differing visions and aspirations within the family, it necessitates a thorough examination of both the potential benefits and drawbacks. This article delves into a comprehensive perspective on family business divisions, scrutinizing both the motivations propelling such decisions and the adverse consequences they may entail at both familial and corporate levels.

The Positive Aspects

Complexity of Managing Large Conglomerates: As family businesses expand and diversify, managing the intricate web of operations and stakeholders becomes increasingly challenging. Formations of smaller clusters, each having its own strategic business units, allows for streamlined management structures and clearer accountability, leading to enhanced efficiency and agility in decision-making. For instance, the Adi-Nadir and Jamshed-Smita clusters will enable the entities to focus on their core competencies and strategic priorities, driving operational excellence and value creation in their respective sectors.

Unlocking Value and Growth Potential: A split can unlock the individual value and growth potential of different business segments. Specialized focus allows each entity to tailor strategies, attract specific talent, and pursue targeted investments, ultimately leading to greater success and profitability. The division of the Godrej Group into separate entities controlled by different family members should enable each cluster to capitalize on their respective strengths and market opportunities, drive innovation, and value creation.

Accommodating Growth and Aspirations of the Family: As family businesses expand across generations, differing opinions on strategy and management can arise, leading to conflict. Dividing the business offers autonomy to individual branches, fostering ownership and accountability while reducing discord. For example, the Birla Group split allowed each faction to pursue independent growth, leveraging diverse skills. Additionally, younger generations may seek opportunities aligned with their interests, driving innovation. For instance, the Bajaj Group's diversification into finance empowered the next generation to pursue their entrepreneurial vision.

Learning from Past Experiences: Observing the challenges faced by other business families during succession or disputes can serve as valuable lessons. Proactively choosing to divide the business allows for a planned and amicable transition, ensuring the preservation of family relationships and the brand's reputation. The Bajaj family's decision to split the Bajaj Group into separate entities facilitated a smoother transition of leadership and ownership, mitigating the risk of future legal battles and reputational damage, while preserving the family's unity and legacy.

Ownership and Rewards: A strategic and amicable split within a family business can enable individuals to have greater "skin in the game" and receive rewards commensurate with their contributions and aspirations, ultimately fostering harmony and prosperity within the family. The Mittal family, for example, founders of the Mittal Steel Company, decided to amicably split the business to align ownership with individual aspirations and rewards.

Moreover, the division of the business not only aligns ownership with individual aspirations and rewards but also serves to minimize politics in decision-making processes. By decentralizing control and empowering each cluster within the family, quicker decision-making is facilitated, eliminating the need for seeking approval from numerous stakeholders.

While the preceding discussion highlights reasons that motivate families to split, it's essential to recognize that divisions entail inherent risks and complexities too. Below, we discuss some negative impacts of splitting.

Unintended Downsides

Loss of Synergy and Economies of Scale: A unified conglomerate often benefits from synergies between diverse business segments, leading to cost efficiencies, shared resources, and heightened bargaining power. For instance, the Tata Group's diversified portfolio leverages synergies across industries, bolstering its competitive edge and financial performance, including a cohesive brand identity. However, the division of such conglomerates, as seen in the case of the Ambani family's split of the Reliance Group and the TVS group, risks diluting these synergistic advantages, thereby impacting profitability and competitiveness.

Potential for Family Conflict and Rivalries: While division may aim to address existing disagreements or differing aspirations within the family, it can inadvertently give rise to new challenges and rivalries between the separated entities. The battle between two hero group entities, post the split, regarding the use of the brand name ‘Hero’, highlights the potential for discord arising from family business divisions. Such conflicts can impede decision-making processes, hinder strategic alignment, and erode shareholder value.

Challenges in Succession Planning and Leadership Development: Staying unified provides access to a broader talent pool, both from within the family and externally, ensuring continuity and strength in leadership across the organization. The Murugappa Group's robust leadership development programs serve as a prime example, facilitating seamless succession planning and talent pipeline management across its diverse business verticals. However, splitting the business may curtail these opportunities, making it more challenging to ensure a seamless succession process and maintain robust leadership across the separated entities.

Emotional and Cultural Impact: Family businesses often pride themselves on strong cultural identities and shared values that underpin their success. The Murugappa Group exemplifies this with its deep-rooted cultural ethos of trust, integrity, and entrepreneurship, which has fostered a cohesive organizational culture and sustained business performance over generations. However, division poses a risk to this unity and shared purpose, potentially leading to emotional challenges and a loss of cultural cohesion within the family.

Growing Wealth Disparity: Past business splits have revealed that while divisions may start out equitable, over time, one faction often amasses more wealth and resources. For example, the Ambani brothers' feud over the Reliance Group's assets led to a significant wealth gap between Mukesh and Anil Ambani. These disparities can fuel family tensions and perpetuate financial inequalities, highlighting the socioeconomic impact of family business divisions.

Harmonizing Family and Corporate Choices

In navigating the complex terrain of family business divisions, it becomes imperative to acknowledge the nuanced interplay of motivations and consequences. While the prospect of splitting a conglomerate may offer avenues for addressing immediate challenges and accommodating evolving aspirations, it also entails significant risks and losses, both at the familial and corporate levels. The case studies of prominent Indian business families, such as the Ambanis, Birlas, and Munjals, underscore the intricate dynamics and far-reaching implications of such divisions, ranging from wealth disparities to emotional upheavals.

By embracing a proactive stance towards addressing emerging challenges, family conglomerates like Godrej could potentially have emerged as global powerhouses, wielding not just economic influence but also shaping the broader political and societal landscape. However, by choosing to split, these conglomerates risk diluting their legacies and missing out on transformative growth opportunities. Ultimately, the path forward for family businesses lies in striking a delicate balance between tradition and innovation, unity and autonomy, to ensure sustained success and relevance in an increasingly competitive global landscape. We can only hope that the sum of the parts is eventually greater than the whole, in numbers, as well as in family harmony, togetherness, and impact.

A Country Called Childhood

When reading "A Country Called Childhood- A Memoir" by Deepti Naval, I became nostalgic and reminisced about my childhood. I recall the Shree Ji stores in Ramgarh which used to be my favorite shop. It rented out comics for Re 1 a day. Sometimes 4-5 Amar Chitra Katha or other comic books would be bound together and they would charge a slightly higher amount for renting it. Ramgarh did not have a library and that store filled the gap for me. They also had various candies and gift items that used to fascinate me.

I also recall the samosas and sweets of Rajasthan Kalewalaya and their dahi kachori on special occasions. Later, when I was slightly older, they started selling a sweet called Madhuchakra that became my favorite.

Priya Sweets was for special occasions. Especially when I went to the main road and the elder accompanying me was in a good mood and had a few extra rupees to indulge me. There used to be the occasional curry puff, pineapple pastry, and beetroot cutlet.

Then Mangal Singh's shop was perhaps the most aspirational shop. You went there to buy an odd pencil box or water bottle. But there were so many things I liked. There used to be games, fancy tiffin boxes, or water bottles, that were often out of bounds.

For as long as I recall, we bought dresses only from National Stores. It was a very fancy store for it's times. It looked glossy, clean, and neatly arranged. We bought very few dresses but bought only from there. In hindsight, it seems like a lesson in quality over quantity.

One distinct memory I have of Ramgarh during my growing up years is the mela that used to be put up every year during December and would go on till Jan 26th. It used to have the Maut ka kuan, the Ferris wheel, a circus, and various shops selling toys, clothes, utensils, etc. There is a memory of buying iron utensils such as kadhai and tawa from there on more than one occasion and getting the knives sharpened. I also remember buying Khaja- a sweet- that I used to love eating, from there. Mounds of colourful sweets on both sides of the road. But we would buy the Khaja and occasionally Balushahi. I remember going to this mela 3-4 times during the one month that it was there, every year.

Another favorite shop of mine was Sishu Gyan Kendra, and later its sister concern, Gyan Bharti. We would go there for all our stationery, notebooks, and books. I remember the rolls of brown covers and the carefully selected book-label stickers. It used to be a big exercise before the beginning of every new class and before the summer vacations ended. 3-4 people at home would be involved in covering all books and notebooks with those brown papers. I still remember the feel and the smell of the newly covered books and notebooks.

Another place I remember is the fruit market, just off the main road. I remember going to that market with my father on the bike and occasionally with my mother or aunts on rickshaw.

There was one dosa wala on Main Road. I recall everyone saying that his sambhar was awful. It used to look a dirty yellowish brown rather than a bright yellowish-reddish-brownish that good sambhars are supposed to look. I also remember it used to have mashed pumpkin. And I hated pumpkin. But somehow, the taste of that sambhar lingers in my mind. Fondly. I used to finish it. Perhaps because eating outside food was a rare treat. And dosa in Ramgarh was a rare treat, unlike in the South of the country where it is a staple.

Another vivid memory is the movie dialogues echoing from a shop behind our home in Saudagar Mohalla. Now, as I listen to books on Audible, I appreciate that even movie dialogues can be listened to. Back then, however, I couldn't fully understand why anyone would want to listen to movie dialogues.

The Deepti Naval memoir sent me down my own memory lane. I am surprised at the memories that the mind stores. 

And of course, I also revisited the three all-time favorite movies of her- Chashme Buddoor, Saath Saath, and Kisi se na Kehna. She will always be Miss Chamko for me.