Business Advisory Boards
Their role in the family farm
Bill Winter
Boards in Family Owned and
Farming Entities
Help or Hindrance ?
SAMPLE
• Agribusiness - Dairy, Piggery, Cattle
• Regional Food Company
• Rural Engineering Company
• Sand and Soil Supplies
• 8 x Regional Business $5 – $20
million
• Regional Construction Co
Farming Families
“WE ARE THE CUSTODIANS FOR
FUTURE GENERATIONS”
Only one third of family business use
a formal board of directors or an
external advisory board
(survey KPMG/FBA )
“THOSE WHO HAVE AN ADVISORY BOARD
OUT PERFORM THOSE WHO DON’T”
PwC / MGI / FBA
Why a Board ?
• A board of Directors is defined by its legal
responsibility
• Section 198 of the Corporations Act 2001 states
“the business of a company is to be managed under
the direction of the directors”
• The responsibility is shared by all directors
Are dad and mum on the board ?
Your sister or your kids?
Your mates ?
It does not matter what
size you are. Or, if you are
an active or a passive
director
The Corporations Act 2001
applies to all directors
Shadow directors ?
The Key Challenge for External Advisors
How do you help implement
governance, compliance and
business disciplines and still
maintain the family vision,
culture and core values that got
them to where you are today ?
FAMILIES IN BUSINESS
BOARD ADVISORS STAFFOWNERS
A BETTER CHANCE OF SUCCESS
Four key essentials for family
business long term success
• Business advisory committee
Four key essentials for family
business long term success
• Business advisory committee
• Succession plan
Four key essentials for family
business long term success
• Business advisory committee
• Succession plan
• Business plan
Four key essentials for family
business long term success
• Business advisory committee
• Succession plan
• Business plan
• Buy & sell agreement
WHERE will you be
in the future?
HOW do we
get there?
What will
you look
like ?
This is
what’s
known
Strategic
or Business
Plan
Review
Measure
Change
Dealing with boards does not come easily to
most family business founders
A board will inhibit their
ability to make
decisions
They cannot come to
terms with the changing
business compliance
and risk management
environment of the
2000’s
AREAS OF CONCERN
•Corporations Act 2001
•OHS legislation
•Fair Work Australia 2009
•Competition and
Consumer Act 2010
•Privacy Act
•Environmental Protection
Act
•ATO
•Industry Code of Conduct
•ASIC
•Dangerous Good Act
•Equal Opportunity Act
•Disability Discrimination
•Race Discrimination Act
•Equal Opportunity for Women
•Sex Discrimination Act
•Health Records Act
• Human Rights and Equal
Opportunity
•Whistleblowers Protection Act
Family members don’t
take kindly to advice
from outsiders
Family and business
issues should not be
shared with
nonfamily members
Case Study
Quote : “Why We Recruited NEDs”
• Good governance
• Umpire
• Ensure sustainability of our business
• Transparency
• Attractive to prospective employees
• Flexibility
Benefits
for the 2nd Generation and Beyond
• Wise counsel – Impartial
• Ask the hard questions
• Focus on issues not personalities
• Long term strategy planning
• Credibility with financiers, Govt,
marketplace
Non Executive Directors
What have they brought to our board?
• Can be more objectively critical
– Can be critical on family performance - family can
be protective of each other
– Can provide opinion that is solely in the interests
of the business and not influenced by family
matters
Non Executive Directors
• Specialist skill sets we needed
– If you’ve got a Non Exec of the right skill set, can
provide knowledgeable, clear and sometimes
alternate thinking
• Added expertise in our core business
– Added an outside experienced view to our
internal views and experience
– Gave us a foot in the butt when needed
Non Executive Directors
• Sounding board for ideas
– Family can use to think through ideas – are we
getting carried away with ourselves?
– Very helpful in strategic planning
• Assistance in family conflict
– An independent thought in family discussions
– Family reporting to family,
i.e. performance reviews, salary reviews, promotion,
career planning
Bill Winter
Email : billwinter@bigpond.com.au
www.pointnorth.com.au
Adelaide forum nov 2014

Adelaide forum nov 2014

  • 1.
    Business Advisory Boards Theirrole in the family farm Bill Winter
  • 2.
    Boards in FamilyOwned and Farming Entities Help or Hindrance ?
  • 3.
    SAMPLE • Agribusiness -Dairy, Piggery, Cattle • Regional Food Company • Rural Engineering Company • Sand and Soil Supplies • 8 x Regional Business $5 – $20 million • Regional Construction Co
  • 4.
    Farming Families “WE ARETHE CUSTODIANS FOR FUTURE GENERATIONS”
  • 6.
    Only one thirdof family business use a formal board of directors or an external advisory board (survey KPMG/FBA ) “THOSE WHO HAVE AN ADVISORY BOARD OUT PERFORM THOSE WHO DON’T” PwC / MGI / FBA
  • 8.
    Why a Board? • A board of Directors is defined by its legal responsibility • Section 198 of the Corporations Act 2001 states “the business of a company is to be managed under the direction of the directors” • The responsibility is shared by all directors Are dad and mum on the board ? Your sister or your kids? Your mates ?
  • 9.
    It does notmatter what size you are. Or, if you are an active or a passive director The Corporations Act 2001 applies to all directors Shadow directors ?
  • 10.
    The Key Challengefor External Advisors How do you help implement governance, compliance and business disciplines and still maintain the family vision, culture and core values that got them to where you are today ?
  • 11.
  • 12.
    BOARD ADVISORS STAFFOWNERS ABETTER CHANCE OF SUCCESS
  • 13.
    Four key essentialsfor family business long term success • Business advisory committee
  • 14.
    Four key essentialsfor family business long term success • Business advisory committee • Succession plan
  • 15.
    Four key essentialsfor family business long term success • Business advisory committee • Succession plan • Business plan
  • 16.
    Four key essentialsfor family business long term success • Business advisory committee • Succession plan • Business plan • Buy & sell agreement
  • 17.
    WHERE will yoube in the future? HOW do we get there? What will you look like ? This is what’s known Strategic or Business Plan Review Measure Change
  • 18.
    Dealing with boardsdoes not come easily to most family business founders A board will inhibit their ability to make decisions
  • 20.
    They cannot cometo terms with the changing business compliance and risk management environment of the 2000’s
  • 21.
    AREAS OF CONCERN •CorporationsAct 2001 •OHS legislation •Fair Work Australia 2009 •Competition and Consumer Act 2010 •Privacy Act •Environmental Protection Act •ATO •Industry Code of Conduct •ASIC •Dangerous Good Act •Equal Opportunity Act •Disability Discrimination •Race Discrimination Act •Equal Opportunity for Women •Sex Discrimination Act •Health Records Act • Human Rights and Equal Opportunity •Whistleblowers Protection Act
  • 23.
    Family members don’t takekindly to advice from outsiders
  • 25.
    Family and business issuesshould not be shared with nonfamily members
  • 27.
  • 28.
    Quote : “WhyWe Recruited NEDs” • Good governance • Umpire • Ensure sustainability of our business • Transparency • Attractive to prospective employees • Flexibility
  • 29.
    Benefits for the 2ndGeneration and Beyond • Wise counsel – Impartial • Ask the hard questions • Focus on issues not personalities • Long term strategy planning • Credibility with financiers, Govt, marketplace
  • 30.
    Non Executive Directors Whathave they brought to our board? • Can be more objectively critical – Can be critical on family performance - family can be protective of each other – Can provide opinion that is solely in the interests of the business and not influenced by family matters
  • 31.
    Non Executive Directors •Specialist skill sets we needed – If you’ve got a Non Exec of the right skill set, can provide knowledgeable, clear and sometimes alternate thinking • Added expertise in our core business – Added an outside experienced view to our internal views and experience – Gave us a foot in the butt when needed
  • 32.
    Non Executive Directors •Sounding board for ideas – Family can use to think through ideas – are we getting carried away with ourselves? – Very helpful in strategic planning • Assistance in family conflict – An independent thought in family discussions – Family reporting to family, i.e. performance reviews, salary reviews, promotion, career planning
  • 33.
    Bill Winter Email :billwinter@bigpond.com.au www.pointnorth.com.au