"The family must be represented on the supervisory board”
It’s about ten o’clock on Friday morning when Robert Westland arrives at Westland Kaas in Huizen for a meeting of the supervisory board and the executive board. He’s already had quite a journey from where he lives near Warsaw, where he’s the COO of a construction company. “I went to Poland for Westland in 1995,” he says, “and when we ceased operations there I stayed. It may seem like a big distance, but I live close to the airport, so it’s not such a problem.”
Robert Westland (50) has been a member of the supervisory board of the Westland Kaas family company since 2010. The firm is known for brands such as Old Amsterdam and Maaslander. “The family is the 100% owner of the business, so it’s logical that it should want to keep track of things via the supervisory board. The articles of association also stipulate that the family must be represented on the supervisory board.”
Valuable lesson
Robert succeeded his father as a supervisory director, and his cousin Henny moved from the supervisory board to the position of CEO in 2012. “That marked the end to a twelve-year period when there was no family member on the executive board. Back then, two of the four supervisory directors were members of the family, but now I’m the only family member in a three-person supervisory board. In this way, the interests of the family are sufficiently embedded in the governance of the company.”
Robert thinks that being a supervisory director of a family business brings with it certain specific challenges. “In addition to the usual dynamics between the management, the supervisory board and the owners, you have to deal with the family, for whom the company represents more than just a business that has to make a profit. Affinity with family businesses is therefore a prerequisite for functioning in such a setting. As a supervisory director, you have to understand that the family also has a vision of where the company needs to be heading.”
Robert admits that in the past that didn’t always go well. “We once had a member of the supervisory board who might have been suitable at a listed company but not a family business. He couldn’t cope with the fact that the family also made themselves heard and influenced the direction in which the company was to go. That was a valuable lesson, one that the family learned from.”
More than just one hat to wear
Robert Westland actually has three different hats to wear: those for a family member, a shareholder, and a supervisory director. “But you can only wear one hat at a time,” he says. ”It’s crucial to keep your responsibilities straight and unsullied. My heart sometimes tells me something different to what we decide on as the supervisory board. During the general meeting of shareholders, for example, I’ve sometimes thought that the family should take a more critical view of the company’s dividend policy. But I realise that I’m there as a supervisory director and not as a shareholder. Although I can, of course, raise the issue outside the meeting.”
At first, family members sometimes asked Westland whether he could “bring something up within the supervisory board”. “They too needed to realise that although I was appointed on the recommendation of the family, I had to take account of all the various interests. But it’s easier for me to put forward the family’s point of view within the supervisory board. In that sense, my position is comparable to that of a supervisory director appointed, for example, on the recommendation of the central works council, who’s not only there to represent the employees but who always has their interests at the back of his mind.”
Robert Westland also deliberately maintains a distance when it comes to evaluating the performance of the CEO, his cousin Henny. “Performance interviews with Henny are conducted by other members of the supervisory board, although I don’t remain completely on the sidelines. As a member of the supervisory board, I too have an opinion on how the CEO is performing. I share that opinion and discuss my views within the supervisory board.”
"During the general meeting of shareholders I’ve sometimes thought that the family should take a more critical view of the company’s dividend policy. But I realise that I’m there as a supervisory director and not as a shareholder."
Room for manoeuvre
The family’s aims include preserving the company’s independence, doing justice to the legacy of the pioneers who founded the company in 1936, and passing on the company to future generations. All the depositary receipts for shares are currently held by 39 members of the family via a Trust Office Foundation [Stichting Administratiekantoor (StAk)], which is chaired by Henriëtte Westland, who is also the communication manager at Westland Cheese.
Since the period when there was no family member on the board, there’s also been a “family ownership strategy”. “This sets out how the family sees the future of the company. It outlines the framework within which the executive board and the supervisory board can operate and indicates the ‘room for manoeuvre’ that we are given by the family.” The triad of executive board-supervisory board-StAk is also given shape at the annual “key issue meeting”, at which a specific theme or the direction of the company is discussed in an informal atmosphere.
Robert Westland considers it important that responsibilities, powers, and procedures are laid down as carefully as possible. “Precisely in a family business, that can prevent a lot of disagreement or even quarrelling. That’s certainly the case within a company that’s growing and becoming increasingly complex due, among other things, to the involvement of new generations of the family.”
Cold feet
A lot of family businesses are wary about appointing a supervisory board. Instead, they content themselves with an advisory board – which has no decision-making powers – or call on the assistance of external advisors. Robert Westland has this to say: “An effective supervisory board plays an important monitoring and advisory role and contributes expertise and relationships that are valuable for the company. At the same time, as a family you partly relinquish control. In that case, it can be reassuring that there’s a family member on the supervisory board. But of course each family business has to weigh things up for itself.”
About Westland, a 'cheese' family
For three generations now, Westland Kaas has been located in the town of Huizen, where it all started in 1936. After the damming of the Zuider Zee by the Afsluitdijk in 1932, Westland – previously a family of fishermen – decided to try their luck with cheese. The grandfather of the current generation and his sons came up with the recipe and arranged the sales, but they outsourced the production. That’s still the model today. Westland focuses on marketing, sales and R&D while selected partners take care of the production and packaging of the cheeses. The family business is known for internationally successful brands such as Old Amsterdam and Maaslander and has 130 employees.
The Westland family cherishes the status of a family business and is the 100% owner of the private limited liability company “Westland Kaas B.V.”. Through a Trust Office Foundation, all the depositary receipts for shares are in the hands of family members (currently 39). Management of the company is also led by a family member. Since 2012, Henny Westland has been the CEO and the first female director of Westland.
Executive programme
Supervisory director in a family business
If you’re a member of the supervisory board, how do you deal with the unique dilemmas that arise from the overlap between company, family, and ownership? That question is central to the executive programme of the Tilburg Institute for Family Business (TiFB), a partnership between Tilburg University and PwC. The programme is specifically intended for supervisory directors (and prospective supervisory directors).
It covers both subject-specific knowhow and social and psychological competencies. Each of the five modules zooms in on a specific set of dilemmas faced by supervisory directors in family businesses, such as strategic management, control, and succession. More information is available at www.tilburguniversity.edu/familiebedrijf.
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