Professionnalisation des conseils d'administration chez les entreprises familiales: Une etude

Corporate governance is defined as a system which is formed to sustain its life without depending on people (as directors and personnel in the firms) in the means of company's vision, mission and aims. This is seen indispensible in today's competitive conditions, because the firms are getting bigger with time. Firms institutionalize by a bureaucratic order, defined roles, goals, strategies, in short, by the composition of a detailed firm structure. After this, the aim of implementing corporate governancesuccessfully makes the need of the professional management arise. Professional management can be provided with scientific management principles and an active board of directors. Due to the fact that family firms make 40 percent of the biggest and the most successful firms all around the world (Ateş, 2005) and the majority in Turkey are family firms, my study is directed by this idea, the importance of the family firms. Institutionalization and professional management are observable today. Accordingly, it is aimed to examine family firms and board of directors in the process of the professionalization and our issue has shaped as "Professionalization of the Boards of Directors in Family Firms".Boards of directors managing firms affectively, directing as a representation point, parent level decision making and execution to provide benefits to their shareholders in the long term (TÜSİAD, 2002), show the importance of the boards of directors in the professionalization process and it is aimed that the board of directors, management organ of a firm, is examined in depth. So the boards of directorsin family firms and the characteristics of the directors in boards come into question.In this study, with the purpose of examining professionalization of boards of directors in family firms, board's constitutional characteristics and some other firm characteristics are going to be examined. My study is consisting of the firms in IstanbulStock Exchange which are thought to be the most institutionalized firms in Turkey. Due to the knowledge of these firms being most institutionalized ones, it is thought that their boards of directors are getting professional.With the structural change in boards of directors in family firms, professional directors become more significant and the need to examine them occurs. It is known that family members are sitting on the board of directors considerably. Through, stability and sustainability in management and high motivation bring benefits to family firms. But xiiibecause of the possibility of some problems and managerial troubles as acting with rationality, without emotions, behaving objectively, performance valuation, it is aimed to examine non family professional directors.The main purpose of the study is to examine the professionalization level of the boards of directors in family firms. To decide the professionalization level, the number and the ratio of non family managers in the boards of directors was used. Also the family firm's age, scale, performance, the size of the boards, non family members in the boards and duality are aimed to be examined related with the professionalization level, then the hypothesis were developed accordingly.In this study, the family firms in Istanbul Stock Exchange were separated in two groups; independent family firms and affiliated family business groups. As a result of institutionalization practices in these firms, it is expected that; the professionalization level will have a high degree, the scale and the age of a firm will have a positive relationship with the professionalization level, the size of the boards of directors will have an optimal level, duality will not take place in the board and the examination of the non family directors effect on the professionalization level.It is expected that the professionalization level will increase by the increase of the firm's age and scale. It is found that especially the firms in stock exchange become a member of the stock exchange after a certain scale and age. With this knowledge, it is supposed that the firms will work with professional directors and the scale and age will have a relationship with the professionalization level.It is thought that the performance of the firms and the professionalization level have a positive relationship. When the performance of the family firms in stock exchange gets higher, it is expected that the professional directors will take place more and more in the boards considerably and will make the performance level protect or increase. In these firms high professional director ratio and high professionalization level are expected.The professionalization level is expected to be different in independent family firms and affiliated business groups. Because of the business groups in turkey are activein various sectors and have high business capacity (Üsdiken ve Yıldırım-Öktem, 2008), it is expected that they have higher professional level than the independent family firms. Accordingly, it is expected that non family directors in the affiliated business groups boards will have a high level.The size of the boards of directors is thought to be related with the professionalization level. It is known that, the decision making and practicing in small boards are becoming fast, but big boards have a diversification of knowledge and experiment. Different sizes of the boards bring different advantages, so in my study the size of the boards of directors is expected to have optimal levels and to have a positive relationship with the professionalization level.The non family members in the boards of directors in family firms are considered as professional directorsin this study. The main variable of the professionalization level is the professional directors and they consist of general managers (or CEOs), independent board members, main office and the group directors. After the development of the family firm's capacity, the need for the professional management increases and then it is expected that professional directors will have a higher level in boards than the others in my study.In this study, it is thought that the general managers consist of non family members with high rate and the position of the general manager is held by a professional one. It is expected that the professionalization level and the presence of the general manager in the board will have a positive relationship. In an affective board, to benefit from a sophisticated and accoutered general manager and to get information about firm's actions will help professionalization level get higher. Leadership duality which means the general manager holds also the position of chairman in the boards of directors, is seen as an order that harms the independence of the structure and the equitable valuation (Kula, 2005). Hence, it is expected that the duality will have a negative relationship with the professionalization level.With the exception of the higher professionalization level in affiliated family business groups, the exception of high professional director number occurs. As different as the other family firms, the group firms have directors from their head offices and other group firms are controlled by head and provide the coordination between groups. It is known that business groups in Istanbul Stock Exchange use diversification strategy so that it is expected that importance is given to more professional directors which will help the firm in the different sectors.One of the main problems in the boards of the family firms is the independent director's employment. The independent director provides objective view to watch the actions of the firm, to value the decisions of the board and brings new ideas and advicesto the board. Accordingly, it is expected that the main job, being an independent member of the board (Karpuzoğlu-Özelmas, 2010), will be an advantage for a firm and will have a positive relationship with the professional level. But in family firms, the unity, xvtogetherness and devotion are very important concepts, so instead of getting an independent board member from outside, it is thought that boards work with family members.Because of the number of the target group (in the year 2009, there were 325 firms in Istanbul Stock Exchange), it is decided to study with statistical analysis and the results of regression and correlation were considered. Goals and expectations were evaluated according to the analysis results.In the result of the analysis, the professionalization level was related to the factors which were told above and was reached to some significant results. Especially it is seen that performance of family firms, presence of the general manager in the boards of directors and leadership duality, the presence of the directors from head office and other group firms and the presence of the independents directors in the boards have significant relationships with the professional level. Except leadership duality, all factors have positive significant relationships with the professionalization level.According to the analysis results, all hypothesis were not seen significant. The family firm's age, scale and the size of the board have insignificant relationship with the professionalization level. Even the firms have high scale and age, they are not close to the idea of bringing professional directors to boards. Also the size of the boards is not a significant factor in the professionalization process.In the results of this study, there are some salient points as; higher independent director number in family firms than non family firms, low leadership duality presence, low family member duality presence, high presence of general managers, high presence of the directors of the head office and other group firms. These developments show that there is a positive change in boards of directors.The professional management in family firms is both important for firms themselves and the economic condition in our country. Because nearly all firms are family firms in Turkey and professional management is very important for firm's performance in competitive area. Professional directors will help the firms to sustain their lives with success and to exist in the future with the succession plan. Lastly, in boards of the family firms; independent members, non duality, general managers and directors from group firms and head offices will bring benefits and will increase the the firm's capacity. In this study, the factors which have positive or negative relations with professionalization level will be examined in depth. The process of professional xvimanagement in the boards of directors in family firms, and the characteristics of this management, professional managers in family firms and the characteristics of these managers will be studied in the first chapter of this study. In the second chapter, the indications after the literature review will be studied and the hypothesis will be formulated accordingly. In the third chapter, the analysis of the hypothesis will be examined by statistical analysis (regression and correlation analysis) and the relationships will be explained in depth. In the last part of this study, the expectations and the findings about professionalization of boards of directors in family firms will be explained and argued.