ویژگی های هیئت مدیره و عملکرد شرکت در کسب و کار شرکت های موسس عمومی و غیرموسس خانوادگی

In this study, we examine whether the presence of a founder influences the relationship between the board of directors’ characteristics and company performance in a sample of European, publicly traded, family firms. Our findings contradict the widespread belief that smaller and more independent boards as well as nondual leadership structures always lead to better firm performance, suggesting that agency theory is limited in its explanation of the relationship between board characteristics and firm performance. We find a positive effect of board size on business performance in nonfounder-led family firms and a negative effect of board size on founder-led family businesses. The presence of independent directors on the board has a positive effect on performance when a firm is run by its founder. However, when descendants lead the firm, the presence of independent directors has a negative effect on performance. Although the effect of board meetings on firm performance is positive, this relationship is weaker when the family business is run by its founder. Finally, CEO duality improves firm performance when descendants run the business, although CEO duality has no effect on performance when the firm is led by the founder.

In recent years, several recommendations have been made with regard to board structure for public corporations and have been written into codes of good corporate governance. A common theme in these recommendations is the agency theory perspective, which seeks to strengthen the role of monitoring boards. The emphasis of these codes on the monitoring function of boards is aligned with the focus of agency theory in much of the literature on boards of directors. However, the related empirical evidence is inconclusive and there is limited guidance for policymakers seeking to identify governance practices that result in more effective firm performance (Finegold, Hetch, & Benson, 2007). A key aspect of firm governance is ownership structure, particularly the typology of the firm's shareholders (Bammens, Voordeckers, & Van Gils, 2010). The governance practices of family businesses (FBs) differ from those of non-FBs (Bartholomeusz & Tanewski, 2006). In recent years, numerous studies have analysed the distinctive features of the governance systems of these types of business (e.g., Anderson and Reeb, 2004, Arosa et al., 2010, Bartholomeusz and Tanewski, 2006, Corbetta and Montemerlo, 1999, Corbetta and Salvato, 2004, Davis and Pett, 2000, Lane et al., 2006, Miller and Le Breton-Miller, 2006, Schulze et al., 2001 and Van den Heuvel et al., 2006). However, theoretical explanations of expected governance patterns over generations are only beginning to emerge (Lubatkin et al., 2005, Miller et al., 2011, Mishra et al., 2001 and Schulze et al., 2003) and little is known about the relation between boards of directors and family generations in charge of companies (Bammens et al., 2008 and Barontini and Caprio, 2006). Given these limitations in theoretical knowledge, it is important to note that, as companies evolve, different forms of corporate governance may be needed (Filatotchev & Wright, 2005). As Zahra and Pearce (1989) first noted, board composition is contingent upon the current phase in a company's life cycle, so that, in the particular case of a FB, the family generation in charge of the business will be a relevant variable because it determines a FB's need for supervision (Astrachan et al., 2002, Bammens et al., 2008, Gersick et al., 1997 and Voordeckers et al., 2007). The nature of FB governance changes as ownership is dispersed over time and across generations because needs for supervision change, as does the generation in charge of the firm (Alderfer, 1988, Aronoff and Ward, 1995, Astrachan et al., 2002, Bammens et al., 2008, Habbershon and Williams, 1999, Lubatkin et al., 2005 and Voordeckers et al., 2007). A well-formed board can provide a FB with the edge needed to sustain value from one generation to the next. Considering these prospective connections, the aim of this study is to determine whether there are significant differences in the relationship between a board of directors and firm performance that depend on the generational stage of the FB and, more specifically, on founder involvement in the business. In addition, we examine the extent to which the observed relationships are consistent with general good governance recommendations for listed companies. To explore these questions, we use a sample of European, publicly traded, family firms during the 2001–2007 period and compare those FBs led by their founders (FLFBs) with those not led by their founders but by descendants (NFLFBs). The European business sector enables us to analyse the impact of corporate governance on firm performance in a context characterised by high ownership concentration and the presence of family groups that remain in control of a significant number of firms, in contrast to the less amenable American and Anglo-Saxon markets. The role of the founder in FBs is relatively underexplored in the corporate governance literature. By exploring the impact of the founder in the relationship between several board characteristics and firm performance, we attempt to expand the knowledge about corporate governance and to shed further light on differences in FBs over generations. The concerns of this study are particularly pertinent for FB owners, their advisors and regulatory bodies of corporate governance, as well as the scientific community in general. The results presented provide an overview of the relationship between a board and the performance of a FB dependent on whether it is led by its founder. The study provides insight into the proper understanding and design of the structures most suitable for boards of directors in order to maximise firm performance. To pursue our objectives, this article will proceed as follows: in the next section, we adopt an agency theory approach in order to review the monitoring role of boards of directors in the context of FBs, focusing on the influence of founder involvement on agency problems. Hypotheses are subsequently offered. In the third section, we define the sample, variables and methodology used. The results, implications, main conclusions and limitations of the study are discussed in the final sections.

As a component of an emerging and growing body of literature that analyses governance patterns in FBs over generations, this study contributes to the existing research through a cross-country and multi-year analysis on boards of directors’ influence on firm performance. The main issue highlighted is that the relationship between several board characteristics and firm performance in our sample depends on whether the founder is involved in the FB. With this study, we attempted to expand current knowledge about corporate governance and to shed further light on differences in FBs over generations in their governance systems. In FBs, the successful implementation of practices such as boards of directors is conditioned on the attitudes and aptitudes of family members as well as the levels of their mutual trust, commitment and cohesion, features that are influenced by the presence of the founder in the firm. Although the literature on boards of directors in FBs has primarily focused on agency issues (Johannisson & Huse, 2000), this study confirms that agency theory is limited in its explanation of the relationship between boards of directors and firm performance. The findings of this study add further to the view that no single theory explains the nexus between corporate governance and performance in FBs, which suggests a need to apply a multitheoretical approach (Bammens et al., 2010; Chrisman, Chua & Kellermanns, 2009; Chrisman et al., 2003, Corbetta and Salvato, 2004 and Pieper, 2010) and to extend this analysis beyond the traditional board role of monitoring in order to consider the significance of the advisory role. The recognition of these two roles will have important implications for the design of the structure of governing bodies, because recommendations with regard to board structure are usually based solely on agency issues. The future extensions of this study might consist of further analysis of the question of whether the presence of the founder in a FB influences the advisory board role. Integrating these two board tasks will allow theoretical accounts of firm governance not only to more accurately reflect the real world but also to overcome the theoretical weaknesses associated with the choice of one approach over another. Indeed, contrary to the predictions of agency theory, smaller and independent boards seem not to be useful for solving agency problems in FBs led by descendants. Likewise, this study provides some support for some aspects of agency theory when FBs are led by their founders. In this sense, smaller and more independent boards improve firm performance in FLFBs. The suggestion of separating leadership roles in a manner consistent with agency theory, however, was not supported. For instance, we did not find evidence of powerful CEOs in a duality role that led to a detrimental effect on performance. In FBs run by descendants, the positive effect of CEO duality suggest that outside shareholders may benefit from the clear and unambiguous leadership afforded by a combined CEO-chair. In FBs led by their founders, our results support the idea that nonduality as a governance mechanism is superfluous in firms in which the family exerts de facto control over firm resources. This paper also supports agency theory in terms of the association between the frequency of board meetings and performance. Evidence in this direction would suggest that increasing meeting frequency is one fairly inexpensive way for FBs to increase firm performance (Vafeas, 1999). Because meetings by the board seem to be more important in NFLFBs, our findings suggest the relevance of other alternative informal proceedings, such as family meetings, in FLFBs. The topic of this study is particularly pertinent to FBs’ owners, their advisors and regulatory bodies of corporate governance, as well as the scientific community in general. Corporate governance, which ensures transparency and accountability for all stakeholders, is decisive for FBs. However, considering our observed results, FBs have to attend to the implementation of only those measures that lead to better firm performance because of their specific characteristics (in particular the generations in charge of the business). The application of our findings may involve the development of better practices of governance for publicly traded FBs, since many of the most popularised corporate governance recommendations may turn out to be detrimental to these types of firms. We believe that codes of good governance should not be homogeneous but, rather, adaptable to the heterogeneity of listed companies and, more specifically, to FBs’ differences. In this sense, our results contradict the widespread belief that smaller, more independent and more active boards, as well as an effective separation of the figures of the CEO and the chairperson of the board, always lead to an improvement in firm performance. Founding family ownership will remain an important issue in the corporate governance reform movement. To sum up, because agency problems are different for FLFBs and NFLFBs, corporate solutions should also be different. Agency propositions seem to be more plausible for those younger FBs run by the founder. In this context, the main problem is that of agency conflict between the family controlling blockholder and the minority shareholders, and governance architecture consistent with good governance recommendations (smaller and more independent boards) may hold a spurious relationship with improvements on firm performance. In FBs run by descendants, however, the government structures leading to better performance are those that reinforce their management capacity (by incorporating executive directors instead of independents) or allow for less conflict among family members (larger board size) or the existence of a clear family group of control (CEO duality). This paper is not without limitations, and those limitations should be taken into account when interpreting its results. It must be acknowledged that this analysis is limited to publicly traded FBs operating within the tradition of French Civil Law. Further research is needed to test whether the same conclusions can be applied to different countries and different legal systems, as well as to what extent these results are robust for different definitions of a FB and for privately held FBs ( Miller, Le Breton-Miller, Lester, & Cannella, 2007). In addition, we have not distinguished the different types of FBs depending on the number of family members involved in ownership, management and control. The future extension of this research might be aimed at adding more variables in order to calculate the effects of different degrees of family involvement in the company. Another limitation (because of the difficulty of the accessibility of the data) consists of the question of our definition of whether the FB is run by the founder or by descendants, since in our study we found it necessary to consider a company to be a FLFB if it was 30 years old or less (and a NFLFB otherwise) ( Fernández & Nieto, 2001). Future research might produce further insights into the theoretical investigation of boards from the resource-based view of the firm (Gabrielsson & Huse, 2005) and from the point of view of stewardship theory (Davis et al., 1997), both of which are concerned with the actual content of board advice, are considered to have an increasing relevance in the FB field and can complement, rather than replace, agency propositions (Chrisman et al., 2005, 2009; Mazzi, 2011 and Miller and Le Breton-Miller, 2006). While an integrative conceptual model is outside the scope of this empirical paper, the hypotheses and questions we have produced, in combination with their relation to agency theories, represents a fruitful area for future research.