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A Debate
   Governance
   Succession
   SME’s in Latin America: Mexico
     Case Study: Cineapolis
   SME’s in Africa
   SME’s in Asia
   Conclusion
• Structures put in place to discuss and decide
  the right issues at the right time by the right
  people in the right place.

• A way to integrate ownership, business and
  family subsystems while maintaining the
  necessary boundaries.
   Alternative to sale or closure.

    Ownership succession: the complete and
    irreversible transfer of ownership from one
    group to another.

   Managerial or leadership succession: ultimate
    transfer of management duties and
    responsibility from one C.E.O to another
FAMILY BUSINESS                   NON FAMILY BUSINESS
   Owner holds all the cards     • Owner holds all the cards
   Poor business                 • Poor business performance
    performance
                                  • No natural or trained
   No natural or trained            successors/gender issue
    successors /gender issue
                                  • Unwillingness of CEO to let
   Unwillingness of CEO to let      go
    go
   Conflict within family
• Plan, Plan and Plan—a process, not an event
• Reduce lifestyle issues
• Have an organization
• Develop talent—a marathon, not a sprint
• Strategic planning to determine needs of
  business going forward
• Implement appropriate governance
   5,144,059 companies
   99.8% are SME’s
                                        Sales
   52% of GDP
   72% of Employment
   Regulated by SPyME
   Life period: 3-5 years

                             Services        Comercial
                             Manufacturing   Others
SOCIEDAD
ANONIMA
                        Limited
                        Liability

 Fixed or variable       Fixed or variable
      capital                 capital



  -Shareholder’s           Shareholder’s
     liability           liability is limited
                            to their stock
 -Directors liability          interest



  A disinterested
                          No third party
    third party



                        Sucession must be
  Minority rights        stablished sin ce
                          the beggining



    Accounting
     methods




  Sucession and
     merger
   Absence of planning and forward thinking
   Inadequate leadership and management
    skills
   Lack of future business plans and problems
    with cash flows
   Inability to innovate
   Inadequate access to technical assistance
   Mexican
   Founded in 1947
         Cine         Cine “La
                                 Cinepolis
        Morelos        raza”

   Small company
   Family business
CHAIRMAN
  Father                     OF THE
                             BOARD




   Sons          Director              Director




               PROBLEM :
family matters have repercussion on the business
Son                CEO


 Family
members   Director         Director
   Biggest cineplex chain in Mexico with 205
    theaters in 65 cities
   Largest chain in Latin America
   230 theaters
   2,160 screens
   13,000 employees throughout
    Mexico, Guatemala, El Salvador, Costa
    Rica, Panama, Colombia, Brazil, Peru and
    India.
   North Africa, Mauritius, and South Africa
     South Africa: 55% of all jobs, 22% of GDP
     Nigeria: 95% of all formal manufacturing activity
     Senegal and Kenya: conducive for SME’s as well


   Incentives are being given by Institutions
     African Development Bank, UK Commission for
     Africa, International Finance Corporation, UN
   Political and economic       Poor access to formal
    instability                   financing
   Informality                  Management
   Limitations brought          Infrastructure
    about by the market          Unavailability of
   Lack of regulations and       certain raw materials
    policies                     NO SUCCESSION
   Undeveloped regional          PLANS
    integration
More Initiatives

Communication

More rigid policies

More diverse sources of financing

Succession Plan
   China is regarded as having the most
    competitive SMEs.
   Followed by North Asian markets
     Japan, Hongkong, Korea and Singapore


   Private-owned enterprises have chosen the
    highly centralized family style to be their
    ownership capital structure.
   Change in ownership is a dynamic
    evolution, which, however, is restrained by
    external institutional environment to appear
    to be ultra-stable. The changes in the
    corporate governance system are often more
    slow than necessary and, in some cases, are
    not even made at all. This mismatch, even if
    transitory, could stop the growth of family
    firms
   Combining the modern market rules and the
    traditional Chinese culture.
     Admission of the difference in knowledge and
      capability among people.
     Ownership and property rights should be
      unambiguous
     Improvement of internal management and
      training of talents to increase competitiveness.
     Rely NOT on the network-based but the rule-
      based development.
   There is a growing need for greater
    transparency and corporate governance
    among SME’s.
   SME’s are facing the same problems all over
    the world.
   SME’s aren’t the only ones experiencing
    problems in corporate governance and
    succession.
     Apple and Steve Jobs

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Corporate Governance and Succession in SMEs

  • 2. Governance  Succession  SME’s in Latin America: Mexico  Case Study: Cineapolis  SME’s in Africa  SME’s in Asia  Conclusion
  • 3. • Structures put in place to discuss and decide the right issues at the right time by the right people in the right place. • A way to integrate ownership, business and family subsystems while maintaining the necessary boundaries.
  • 4. Alternative to sale or closure.  Ownership succession: the complete and irreversible transfer of ownership from one group to another.  Managerial or leadership succession: ultimate transfer of management duties and responsibility from one C.E.O to another
  • 5. FAMILY BUSINESS NON FAMILY BUSINESS  Owner holds all the cards • Owner holds all the cards  Poor business • Poor business performance performance • No natural or trained  No natural or trained successors/gender issue successors /gender issue • Unwillingness of CEO to let  Unwillingness of CEO to let go go  Conflict within family
  • 6. • Plan, Plan and Plan—a process, not an event • Reduce lifestyle issues • Have an organization • Develop talent—a marathon, not a sprint • Strategic planning to determine needs of business going forward • Implement appropriate governance
  • 7. 5,144,059 companies  99.8% are SME’s Sales  52% of GDP  72% of Employment  Regulated by SPyME  Life period: 3-5 years Services Comercial Manufacturing Others
  • 8. SOCIEDAD ANONIMA Limited Liability Fixed or variable Fixed or variable capital capital -Shareholder’s Shareholder’s liability liability is limited to their stock -Directors liability interest A disinterested No third party third party Sucession must be Minority rights stablished sin ce the beggining Accounting methods Sucession and merger
  • 9. Absence of planning and forward thinking  Inadequate leadership and management skills  Lack of future business plans and problems with cash flows  Inability to innovate  Inadequate access to technical assistance
  • 10. Mexican  Founded in 1947 Cine Cine “La Cinepolis Morelos raza”  Small company  Family business
  • 11. CHAIRMAN Father OF THE BOARD Sons Director Director PROBLEM : family matters have repercussion on the business
  • 12. Son CEO Family members Director Director
  • 13. Biggest cineplex chain in Mexico with 205 theaters in 65 cities  Largest chain in Latin America  230 theaters  2,160 screens  13,000 employees throughout Mexico, Guatemala, El Salvador, Costa Rica, Panama, Colombia, Brazil, Peru and India.
  • 14. North Africa, Mauritius, and South Africa  South Africa: 55% of all jobs, 22% of GDP  Nigeria: 95% of all formal manufacturing activity  Senegal and Kenya: conducive for SME’s as well  Incentives are being given by Institutions  African Development Bank, UK Commission for Africa, International Finance Corporation, UN
  • 15. Political and economic  Poor access to formal instability financing  Informality  Management  Limitations brought  Infrastructure about by the market  Unavailability of  Lack of regulations and certain raw materials policies  NO SUCCESSION  Undeveloped regional PLANS integration
  • 16. More Initiatives Communication More rigid policies More diverse sources of financing Succession Plan
  • 17. China is regarded as having the most competitive SMEs.  Followed by North Asian markets  Japan, Hongkong, Korea and Singapore  Private-owned enterprises have chosen the highly centralized family style to be their ownership capital structure.
  • 18. Change in ownership is a dynamic evolution, which, however, is restrained by external institutional environment to appear to be ultra-stable. The changes in the corporate governance system are often more slow than necessary and, in some cases, are not even made at all. This mismatch, even if transitory, could stop the growth of family firms
  • 19. Combining the modern market rules and the traditional Chinese culture.  Admission of the difference in knowledge and capability among people.  Ownership and property rights should be unambiguous  Improvement of internal management and training of talents to increase competitiveness.  Rely NOT on the network-based but the rule- based development.
  • 20. There is a growing need for greater transparency and corporate governance among SME’s.  SME’s are facing the same problems all over the world.  SME’s aren’t the only ones experiencing problems in corporate governance and succession.  Apple and Steve Jobs