Journal

What is a family council, and does our family need one?

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A round dining table with chairs in a wood-panelled room with tall arched windows

A family council is a small group of family members chosen to represent a business-owning family in matters that concern both the family and the company: communication, education of the next generation, family employment rules and the link with the board. It does not run the business. Families with several branches, generations or owners tend to need one; a single founder with one successor usually does not yet.

The idea is simple. When a family is small, everyone can talk around the kitchen table. As it grows, through marriages, grandchildren and shares spread across branches, that stops working. A family council gives the family a place to discuss its relationship with the business, so those conversations do not spill into the boardroom or the management meeting.

Where does a family council fit?

Families that formalise their governance usually separate a few different forums. The names and details vary, but a common pattern looks like this:

  • The family assembly. A wider gathering of family members, often including in-laws and the next generation, perhaps once or twice a year. It informs, connects and sometimes elects.
  • The family council. A smaller group, usually a handful of people, that meets more often and does the family’s ongoing work.
  • The board. Responsible for overseeing the company, its strategy and its leadership. It may include family members, independent directors or both.
  • Management. Runs the business day to day, whether led by a family member or not.

The family council sits between the family and the board. It speaks for the family to the company, and helps the family understand what the company needs from it.

What does a family council usually do?

Every family designs its own, but common responsibilities include:

  • Communication. Keeping family members informed about the business and about family decisions, so nobody hears important news second-hand.
  • The family charter. Drafting, maintaining and reviewing it. What is a family charter explains what such a document typically covers.
  • Family employment policy. Proposing the rules for when and how family members can work in the business, and what qualifications and outside experience are expected.
  • Next-generation education. Helping younger members understand the business and their future responsibilities as owners, whether or not they will work in it.
  • The link with the board. Conveying the family’s views on matters such as long-term direction, risk and dividends, through agreed channels.
  • Conflict. Offering a first, structured place to raise family disagreements before they reach the company.
  • Family activities. In some families, philanthropy, family events and shared projects.

What a family council should not do

A family council works best when its limits are clear. Common boundaries include:

  • It does not manage the company. Operational decisions belong to management.
  • It does not replace the board. Strategy and oversight of leadership sit with the board. Where the family has a role in appointing directors, that is usually set out in the company’s legal documents rather than decided by the council alone.
  • It does not bypass the CEO. Council members who work in the business, or who have relationships with senior staff, need to be careful not to become a second channel of instruction.
  • It does not decide legal or ownership matters by itself. Those are governed by shareholder agreements, articles, trusts and other legal documents, and need the family’s lawyers.

Does our family need one?

A family council tends to be most useful when:

  • Ownership is spread across several branches or generations, or soon will be.
  • Several family members work in the business, or expect to.
  • Family members outside the business want a voice and currently have no way to express it except through complaints or rumour.
  • A transition is approaching and the family needs a forum to discuss it calmly.
  • The same disagreements keep returning, settled each time by whoever is most persistent.

It is often premature when one founder owns the business and there is a single clear successor. In that case a regular, well-run family meeting may do the job. How to run a family meeting about succession covers how to do that well.

How do families set one up?

The process matters as much as the structure.

  1. Agree the purpose. Write down what problems the council is meant to solve, and what it is not for.
  2. Decide who sits on it. Common questions: whether each branch is represented, whether in-laws can join, whether there is a place for the next generation, how members are chosen and for how long.
  3. Write a short mandate. What the council decides, what it recommends and to whom, how often it meets, and how it reports to the wider family.
  4. Define the link with the board. Who speaks for the council, through which channel and on which topics.
  5. Use a facilitator. Family business advisors commonly help with the first meetings, because they know which questions to raise and can keep the conversation even-handed.
  6. Involve lawyers where needed. Anything touching ownership, voting or binding obligations needs qualified legal advice in the relevant jurisdiction.
  7. Review it. After a year, ask whether the council is doing what it was set up to do.

What does a family council mean for the successor?

A family council can help a successor a great deal. It gives the family a proper place to raise concerns, which means fewer of them arrive at the successor’s desk or at the dinner table. It can set fair, published rules for family employment, which protects the successor from the assumption that they were simply given the role.

It can also make the successor’s life harder if its boundaries are vague. A council that comments on operational decisions, or whose members ring senior managers directly, becomes another centre of authority the successor has to manage. The clearer the mandate, the easier it is for a successor to lead the company and still respect the family’s voice.

Successors also need to be able to speak to the council well: explaining the company’s direction to relatives who are owners but not managers, without sounding defensive or dismissive. That is a different audience from the board, and it deserves its own preparation.

In short

  • A family council is a small group that represents a business-owning family in matters that link the family and the company.
  • It typically handles communication, the family charter, family employment rules, next-generation education and the link with the board.
  • It does not manage the company or replace the board, and legal and ownership matters need the family’s lawyers.
  • It is most useful when ownership is spread across branches or generations; a single founder with one successor may not need one yet.

Preparing a successor to speak with the family as well as the board is part of what the Second Chair™ method covers.

The handover will happen either way.

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