当听说德国默克在上海投资液晶厂的时候，忍不住问，这个默克和制药的默克是一家吗？回答是，是的，德国默克不仅是全球制药巨头，在化工行业也有很大建树。然而真正shock到我的，还不是这个，而是，这家在全球66个国家和地区拥有约39,000名员工、跨越制药和化工行业的巨头，居然是有家族控制，默克家族迄今保有70%的股权，其余30%由自由股东持有。这期间，只有在1917 年一站战败，默克的美国子公司的所有权被剥夺，自此以后成为一家独立公司。而默克企业创始于1668 年，也就是说，这个家族对这家企业的控制长达345年。
那么，默克家族如何在这么长时间内保持对一家企业的控制，并且让这家企业逐渐成长，日渐向上，至今在行业中保持如此地位的呢？Dr. Stangenberg-Haverkamp代表家族成员表示，公司自1920年开始意识到家族成员不可能始终有最强有力的竞争力，开始引进家族外合作伙伴partner，而作为家族成员，他们始终从长远考虑thinking in generations，他自己作为家族第11代传人，已经准备好将企业传给他的孙子孙女，他们将成为企业第13代传人。以下是他们在中欧国际工商学院所作的演讲，有更多关于家族传承的秘诀：
Dr. Stangenberg-Haverkamp began his talk by introducing some of the unique management aspects of family businesses, and gave a brief history of the company, which was founded in 1668 when Friedrich Jacob Merck bought the Angel Pharmacy. Emanuel Merck began large-scale production of pharmaceuticals in 1827, and in the late 19th century the company began expanding globally by establishing subsidiaries in three cities: London in 1883, New York in 1887, and Moscow in 1899.
Non-family members were first admitted to the top management of the company in 1920 and the company went public in 1995, with a share structure that allows the family to retain control of the company. Total company revenue for 2012 was 11,173 million euro. Merck will celebrate its 350th anniversary in 2018, and by then Dr. Stangenberg-Haverkamp expects that the company’s centralized management model will change to reflect more independent operations among its overseas subsidiaries.
Dr. Stangenberg-Haverkamp attributes the company’s success to its style of family management. He explained that the ownership and corporate governance structure have been set up to balance the interests of family members, partners, and the overall company.
Dr. Stangenberg-Haverkamp also elaborated on the way the 155 Merck family members participate in the success of the company. The company has an Executive Board of Partners, which includes five family members are elected to their posts every five years. Only family members with sufficient business experience are allowed to stand for election to a seat on the board. Other family members are not involved in the day-to-day operations of the company, own no shares, and merely earn dividends from the holding company. All family members are tied to a 30-year contract, which helps ensure cohesion among family members.
Dr. Stangenberg-Haverkamp also emphasized that business interests always come before family interests. Family members have no guarantee of employment with the company. Any family member wants to join the company after graduation from college must go through an evaluation process, and work outside of the company for 10 to 15 years to gain appropriate experience before they will be allowed to take a management position at Merck.
Other guidelines the company has set up to ensure proper corporate governance at the company include:
- Strict separation of operational management and owners;
- Non-family members on the Executive Board of Partners have the same legal rights as family members;
- The Partners should see themselves as trustees of the family wealth, which they will pass on to the next generation;
- Transparency of processes within the family;
- The partners share a common set of values, which are the same as those set down in the early 19th century by Emanuel Merck.
Merck company values attach great importance to innovation and the long-term, sustainable development of the company. “We are a value-based company, and every single person is taught to obey the values,” said Dr. Stangenberg-Haverkamp. “We are thinking in generations, and our business has continued for many years. We invest for the long-term.”
Dr. Stangenberg-Havekamp concluded by pointing out the unique paradox of the company: the family does not intervene in operational management, yet the family can still exercise its influence on the company. He also stressed that corporate governance and family governance must interact in a conflict-free manner.