BE

That’s very true.

YA

Consequently, one person needs to assume different roles. A major problem arises when the founder or chairperson remains the company boss for longer than necessary. Failure to manage the transition and handover can weaken a family businesses. You need to plan the training of the younger generation and the eventual retirement of the most senior manager representing the family, whether that person is the founder or a member of the second or third generation. It’s a business matter as much as one of personal development. Think of it this way: Removing someone who has dedicated their whole life to their job can impact their health, especially if they have few hobbies. Yet no one can be an effective manager past a certain age. Just as your 100 meter sprint time changes over the years, so do your management skills. That’s why it’s essential to start planning the transition processes well ahead of time. Unless the founder sets aside time to develop hobbies or engage in social projects, handing over in a timely fashion becomes difficult.

As for young people, if we expect the next generation to take responsibility in company management but have failed to define the criteria and mechanisms for preparing them, then appointing one sibling over another at the last minute will damage family relationships. Whereas if the rules are clear, then everyone knows who will take on which position and why. That’s why the earlier those rules are set and the roles differentiated, the easier it is to manage the transition. This process of differentiating roles deserves significant communication and preparation. The better it’s handled, the easier it is to remove the emotional aspect of the family relationship from the business. I’d like to conclude with one further point: I recommend that independent directors constitute the majority or significant portion of company boards.

BE

We’re going to talk about that.

YA

Because that can also limit the effect of family relationships on management.

BE

Yes. That’s so. I’d like to add something, since we’re talking about concepts. Governance is sometimes referred to in Turkey as corporate trust or corporate management. Would it make sense to define governance as the way a business ensures that its relationships with its board of directors, shareholders, personnel, customers, suppliers, and society – in other words, with all its stakeholders – are conducted in line with the principles of equality, transparency, accountability and responsibility? Have I left anything out?

YA

Management and governance are two separate yet mutually reinforcing concepts. It’s essential that we differentiate between the two, otherwise it becomes difficult to truly understand and embrace the concept of governance.

When governance isn’t strong, there’s a reluctance to hand over managerial authority. People have been establishing rules to manage conflicts and differing interests since the day they began living in tribes and small communities. You have to appoint people to manage everyday matters as organizations grow and problems become more complex. Governance provides guidance and oversight to management. Just like the principle of separating powers in government, or establishing boards of trustees in non-governmental organizations, the board of directors has a critical role in directing and monitoring management.

Governance determines the strategic direction of a firm and establishes the boundaries of management authority. Governance responds to the questions of “what to do” and “which boundaries and rules to respect in the process.” How to do it within those boundaries falls to management.

I’d like to add the following three governance principles to the four you stated. The first is consistency. Let me explain why it matters. Whatever people do, they do in relation to other stakeholders, whom they need. It’s quite costly to communicate to everyone what you’re doing, and why, every step of the way. So if you’re consistent, you’re able to manage expectations. Managing expectations is as critical for companies as it is for economies. If there’s consistency in your interaction with stakeholders, stakeholder trust in your company increases. That doesn’t mean that once you’ve chosen your way you’re never going to veer, but when you do change direction, you need to increase your communication and persuade people. This is why consistency is important.

I’d like to mention a second principle, and that is effectiveness. No one’s interested in a manager who’s transparent, responsible and fair but fails to get results. What matters is results, so we have to add the concept of effectiveness: the efficient utilization of limited resources to achieve a goal without undermining the company’s values or ignoring its rules, regulations, and ethical principles.

The final one is participation and inclusivity. This principal is critical, because listening to stakeholders at decision-making stages and allaying their concerns are important for the smooth running of operations.

For instance, if your suppliers are sufficiently well informed about your direction, they can invest accordingly. If they aren’t, they can’t invest, and you’ll face problems in procurement. Participation, therefore, supports transparency and accountability; it’s a culture that increases the reciprocal trust of all stakeholders. That’s why I believe we should add consistency, effectiveness and participation to the principles of good governance.

BE

We’ve touched on formalizing institutional practices. Where are we when it comes to governance or corporate management? Where are we when it comes to the quality of management? Let’s review them, too.

An overview of what’s been done in Turkey on governance suggests that we’re not that far behind. In 2002, Turkish Business and Industry Association (TÜSİAD) conducted a study. Soon after, the Capital Markets Board (SPK) published their principles of corporate governance.[1] Both efforts were based on OECD principles. From a timing point of view, they suggest that Turkey wasn’t far behind other countries in examining the issue. Yet, we get very poor marks in comparative studies of company compliance with corporate governance principles.

1. TÜSİAD Corporate Governance Best Practice Code 2002 [in Tr.] http://www.rdbe.com.tr/e-yonetisim/yonetisim/tusiad.pdf Capital Markets Board Corporate Governance Principles 2003 [in Tr.] http://www.ecgi.org/codes/documents/kyy_tr.pdf
ÖYÖ

That’s true.

BE

In studies carried out by institutions like McKinsey, Turkey doesn’t rank very high in categories like “boards of directors,” “investor rights,” and “transparency.”

You know far better than me why this matters on so many counts. And sadly, it discourages investors as well because they thoroughly examine the governance of businesses they’re interested in. Our low ranking in this area is Turkey’s loss. Why are we so far down the list? Why have we failed to progress despite doing so much and publishing our principles?

The same applies to management and management quality. Looking at other companies, I see that we’re quite interested in management trends and new management ideas. New books by management gurus immediately find followers in Turkey. Some of these ideas are widely and very successfully implemented. Total Quality Management (TQM) is one example. Since the early 1990s, TQM has attracted a great deal of attention due to the support of the Turkish Quality Association (KalDer) and Turkish Business and Industry Association (TÜSİAD). Turkish businesses have earned many awards in Europe for their efforts in this area.

Professor Argüden, you have worked very hard in this area, served as chairperson of KalDer, and played a major role in expanding this movement. Numerous companies adopted and implemented TQM following the Business Excellence model of the European Foundation for Quality Management (EFQM) in order to improve their management quality and acquire a more modern, competitive and efficient management structure. It was also a top priority for Eczacıbaşı, and we benefited greatly from it. TQM is just one example. Empowerment, business process reengineering, strategic management, the balanced scorecard, management by objectives, the learning organization, just-in-time inventory management and countless new systems have been tested and adopted widely in Turkey. More recently, companies have taken an interest in management approaches to sustainability and innovation. So, it seems to me that our businesses are just as competent as companies elsewhere when it comes to keeping abreast of global innovations in the field of management and testing them out. But I wonder if these innovations have really made the anticipated contributions to management quality. And let’s not limit ourselves to companies either; let’s look at all types of institutions, including public bodies, institutions of higher education and healthcare, non-governmental organizations, and even political parties. How are they managed? Are there statistics or studies we can talk about?

ÖYÖ

Yes, you’re right. Governance has been high on the agenda, both in the media and academia. But a longer-term view reveals little difference in the way companies are run. The majority of these governance models are developed in Anglo-Saxon contexts, and ours is quite different, as you know. In an American family business, the family’s share hardly ever exceeds 10 or 15 percent, but that’s not how it is in Turkey. Here, the family might hold 80 to 100 percent of the shares – which makes them owner-managers. A non-family manager has an agency cost, while an owner-manager does not. The issue in America is, will the professional manager defend the interests of shareholders and manage the company honestly? Here, on the other hand, since the manager and owner are the same person, the problem is different. Will the owner-manager (or the controlling shareholder) look after the rights of minority shareholders in companies that are open to the public or which have several smaller shareholders? The regulations in Turkey tend to focus on the relationships between minority shareholders and the controlling shareholder, whereas in America, the governance model is based on minority shareholders functioning as a check on the professional manager. Given the difference in business contexts, therefore, it’s not very realistic to expect us to import governance models developed in the Anglo-Saxon world. Yes, the SPK published the Principles of Corporate Governance, but they were merely advisory. They have no enforcement power. And when they’re merely advisory, you either implement them, or if you can’t do so…