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Aleksander Surdej, Krzysztof Wach
Chapter 8.
Succession Scenarios in Polish Family Firms.
An Empirical Study
8.1. Introduction
A growing number of researchers in the field of economics and related
behavioural sciences investigate the phenomenon of family firms, the causes
of their persistence, their relative economic performance and their general
impact on the economic development. This is not just a new wave of scholarly
interest in a rediscovered topic, but an extension of theoretically and practically
important topics regarding efficient corporate governance rules, market
structure and market competition and other factors conducive to a dynamic
economic efficiency.
Until recently the dominating view held that family firms are fading under
the impact of the requirements of modern capital markets, which promote
the play of impersonal forces within and outside an enterprise. Hence, it
was hypothesized that firms built on an individual’s identity and on family
ties will be relegated to niche markets and become obsolete because of their
inefficiency. But the pioneering works of Andrei Shleifer, Rafael La Porta and
others restored the academic status to the topic, which seemed to have been
abandoned with the famous pronouncement by Alfred Chandler (1990) who
ascribed the economic decline of Great Britain in the beginning of the 20
th
century to the domination of family firms.
Yet, despite ongoing efforts to formulate a theory of a family firm and its
place in modern economies, researchers untill now have only produced partial
insights which do not create a coherent picture of the firms’ economic role. If
it is true that family firms are not disappearing in most advanced economies,
one should not portray their presence in less developed countries as a symptom
of an economic backwardness – an obstacle to the economic development and
a relic of the past. Rather, it seems necessary to take a more nuanced view and
to identify conditions under which family firms make a productive contribution
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Aleksander Surdej, Krzysztof Wach
to the economic development as well as conditions which make them less
productive players.
Family firms are one of the most important sources of wealth creation
and the growth of employment in contemporary societies (Ward, 2004). They
account for 80% of all firms in Europe and for 55% of EU’s total GDP (Wach
2010). They are even more important in transition countries, as the rise and
expansion of newly created enterprises is one of the vital factors in the post-
1989 economic and social transformations. Founders of new enterprises are
the first generation of Polish capitalists.
It can be expected that almost 20 years after the start of the transformation
in post-communist countries, a growing part of entrepreneurs, because of age
or fatigue, is initiating the process of transfer of ownership and/or control over
their enterprises. The way this process will be conducted will certainly have
a great impact on the growth dynamics of the whole economy. But, untill now
this process has not been comprehensively examined and there is no empirical
basis for policy advice regarding the role and instruments of public authorities
in shaping the succession process (Surdej 2009).
8.2. Theoretical Background
A significant part of the problem is the lack of a precise definition of the
phenomenon discussed. There is no precise and widely-accepted definition
of a family firm, and usually the following quantifiable and non-quantifiable
criteria are applied regarding the ownership and management of the firm. As far
as the ownership criterion is concerned, some authors define a family firm as
a business that is owned by a family without specifying any required thresholds.
The majority of definitions however consider the dominant ownership position,
stating for instance that in a family firm a majority of (voting) shares, or the
ownership of more than 50% of the shares/capital, belongs to a family. The
introduction of numerical thresholds makes it possible to place family firms
on a scale by increasing or decreasing the required threshold of ownership,
depending on the size and the legal form of the company. Thus, some authors
set a threshold of at least 50% for partnerships or private limited companies,
but only between 10% and 25% for public limited companies (or very large
enterprises). In other cases, the precision is entirely forgotten and companies
are considered family firms if the family is the “largest owner”.
Counting family firms might be even more complicated when we take
into account the existence of control pyramids. In a control pyramid a family
controls the first level of depending firms by owning more than 50% of their
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Chapter 8. Succession Scenarios in Polish Family Firms. An Empirical Study
shares. Each dependent firms from the first level might in turn control several
firms, which can control subsequent firms.
Problems with definitions do not end with the complexity of the ownership
issues. Some definitions require that families take an active part in managing or
„strategically controlling” their companies. The participation in management
can in turn have formal or informal forms. Formally, a family member (at least
one or two members) acts as a CEO, a CFO, a chairperson, a board member or
holds other positions in higher management. The presence of family members
in managerial positions is difficult to identify without a detailed firm analysis;
it is even more difficult to notice an informal family influence, which often
remains undetected. The juxtaposition of the two criteria creates a host of
possibilities with the extreme clear cut case of a firm in which a family has
a unified ownership and a full management control.
Besides these two most important criteria, management science scholars
sometimes describe a company which employs several family members in
subordinated positions (as middle level managers or ordinary employees).
Such a deep involvement and deep reliance on a family-internal labour market
is for some researchers a proof that economic functions of the firm and social
needs of the family can be harmonized. Others, however, see such practices
as a sign of nepotism and an indicator of possible conflicts and low economic
efficiency.
There is one more defining characteristic of a typical family firm – the fact
that its ownership and control are handed down from generation to generation.
Examples of firms founded in 1783 like Hainsworth (Tighe, 2009) make
headlines and attract public attention – but they are rare exceptions.
To sum up, it is worth stating that the confusion concerning the concept
of a family firm and the importance of the phenomenon is not surprising. We
do not claim to have all the answers, but it seems useful to put some order in
the definitional dispute and to come up with a simplified typology. Limiting
the typology to two dimensions (ownership/management control) and three
categories in each of them (individual, family, dispersed external agents) we
end up with 9 different types of firms: some of which can be unequivocally
called family firms and some which definitely fall outside the range of family-
type firms.
The situation is not that clear with other firm types in the continuum. On
the one hand, most very small firms (employing less than 10 persons) are
almost universally counted as family firms since they depend so much on their
founder/owner and are usually deeply dependent on a family (even if there
is only one owner) and formally (but probably even more informally) they
draw on family support (in terms of informal work and other kinds of support).
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Aleksander Surdej, Krzysztof Wach
But, such a description does not help a deeper understanding of the firms’
organizational changes as most of such firms do not grow at all. On the other
hand, large corporate entities (like for instance Ford Motor Company or Fiat
Group) are counted as family firms although their internal organization and
management practices are perfectly impersonal (rule-guided) and a presence of
a (possibly incompetent) member of the founder family does not mean much.
A possible way to clear the confusion would be to admit that the generic
concept of a “family firm” has a limited explanatory value unless it is
purposefully restricted and used as an instrument to solve theoretical or
empirical puzzles. Having said so, in our analysis of the way family firms’
owners are torn between the aspiration to grow and the need to control the
firm as a family asset, we would like to focus on the problem of succession. To
reiterate: the conflict between the need to develop the company and to control
it (and, in the background, the problem of interactions between the family and
its problems and the firm) is a central problem in any analysis of family firms.
This perspective could also allow us to better understand the impact of family
firms on economic growth.
In a study of family firms, it is necessary to realise that in family firms there
is a very strong interrelationship between the family and the business, that the
family is (formally, but also informally) involved in the company, not least
because the firm is the family’s main asset and that the economic well-being of
the family depends on the fate of the company.
This relationship creates special problems as the family and the firm are
governed by different rules and this juxtaposition can prove cumbersome.
The importance of managing a family/firm interface has become even more
important since families are rapidly transforming (especially in Western Europe
and in the US): marriages are less frequent, divorces and remarriages are more
common,, less people decide to have children, cohabitation or alternative
family forms are a possible choice (two-parent families, one-parent families,
cohabitating couples, same sex families, and extended-family households). If
one adds the phenomenon of demographic ageing, it comes as no surprise that
the survival of the family firm (not to mention its development) is threatened
by the family changes and the demographic decline. This observation may
suggest that policy-makers should try to reduce the likelihood of a failure of
a succession process in a family firm.
From the theoretical point of view, the aim of succession in family firms
is to preserve (and possibly increase) family wealth while transforming the
company. Is it better to keep family control over the company at a risk of
harming its growth perspectives, or to transform it by diminishing family
control (or even eliminating it altogether).
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Chapter 8. Succession Scenarios in Polish Family Firms. An Empirical Study
Thus, there are different types of succession. The first type might be
called a defensive succession, in which the family try to keep control over
the enterprise at all costs. The second type is a transformatory succession, in
which the company is transformed so as to maximize the family’s wealth even
at the cost of reducing their control.
It seems that the first type is the most common in the world of MSEs
(Micro and Small Enterprises) since they are undiversified and their success
depends mostly on the use of idiosyncratic knowledge – tacit and informal
knowledge which has been acquired over a long period of time and would be of
little use elsewhere. This might explain why small firms try to find a successor
among family members, relatives or close friends. This explains also why
a career path in such small firms is of a limited value to outsiders. The two
factors together are the reason of the peculiarity of succession in small family
firms.
1
iała nogi, i tak mnie oczyrowała i zafascynowała, że zapragnęłam
upodobnić się do niej Holmstrom and Milgrom suggested that this type of
a family firm can be analyzed as a “multi-target unit” (Holmstrom, Milgrom,
1991), whose members contribute to the firm’s income and profits, but at the
same time, as a community, they dispose of organizational and entrepreneurial
knowledge, and not least, of emotional support. Thus, in family firms key
people are remunerated for all the functions they fulfill.
But, a different succession type is needed when a family firm has grown or
has been set to grow. A growing firm needs access to external financing which,
if it comes in the form of equity, requires that the firm changes its governing
structure in order to accommodate outside investors. In addition, such a growing
family firm has to hire external managers as it is not possible to fill all posts
of responsibility with qualified family members. This shows that in a growing
family firm succession happens most likely before the owner-founder reaches
the age of retirement or physical incapacity. A growth-oriented family firm will
reach the threshold at which a transformation of ownership, management and
organization through succession is necessary earlier than a survival-oriented
family firm. In growth-oriented family firms, the process of succession
entails an introduction of formal rules that reduce the importance of personal
relations, and of accounting procedures which increase the transparency of the
firm’s financial operations to outside investors. A transformatory succession
in family-controlled companies leads to the implementation of governance
standards similar to those in other companies. What is more, in a study of
1
To refer to the criteria differentiating family firms, we see that these firms are characterized
by a strong overlap of family ownership, management control and involvement in day to day
functioning.
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Aleksander Surdej, Krzysztof Wach
family-controlled companies quoted at NYSE, Ashiq Alia, Tai-Yuan Chenb
and Suresh Radhakrishnan (2007) demonstrated that they may perform better
than non-family-controlled companies in terms of the quality of financial
reports, voluntary disclosure of negative information and of internal corporate
practices.
The succession issue has been identified as one of the crucial factors for the
functioning and growth of family firms. It has been reported that internationally,
only 30% of family firms survives in the second generation, while less than 14%
are still controlled by the third generation of the family (Fleming, 1997, p. 246;
Matthews, Moore, Fialko, 1999, p. 159). For the purpose of our empirical
research, while keeping in mind the distinction between the transformatory
and the defensive succession, we distinguish four succession modes:
– Firstly, an owner/founder can sell his/her enterprise to another company or
person and stand aside. This solution is economically effective if there are
potential purchasers with adequate resources and qualifications and if the
legal system does not discourage such transactions.
– Secondly, an owner/founder can remain the dominant owner while hiring
a professional manager who will run the company on his/her behalf. Such
a professional manager is a not a member of the owner’s family and his/her
work has to be monitored and controlled in order to achieve the owner’s
goals and to meet the criteria of economic efficiency.
– Thirdly, an owner/founder can prepare his/her company to be quoted on
the stock exchange. This means diluting the ownership while keeping
a controlling stake. In this scenario the company is transformed in order
to meet the criteria of the stock exchange and the owner/founder has to
be ready to use the instruments of the corporate governance in order to
influence the functioning of the company.
– Fourthly, an owner/founder can transfer the control power to his/her
children or heirs. This requires introducing and preparing the successors,
so that they are able to manage the firm responsibly and diligently. This
scenario is often judged as harming to the growth potential of the firm as
it is unlikely that a successor from inside the family will be sufficiently
prepared, competent and talented to meet the firm’s challenges.
8.3. Material and Methods
The main aim of this empirical research was to identify the modes of
succession favoured by the first generation of Polish entrepreneurs (Surdej
and Wach, 2010). In order to investigate the research problem we conducted
an empirical survey and analysed the collected data in order to identify the
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Chapter 8. Succession Scenarios in Polish Family Firms. An Empirical Study
dominant succession mode in Polish family firms and to define determinants
of the choice of each succession strategy.
Based upon the existing literature we tentatively indicated the following
groups of determinants which are likely to influence the choice of a succession
mode (three internal and two external forces):
– structural parameters of the entrepreneur’s family (e.g. sex of the first child,
size of the family);
– demographic parameters of the company (e.g. age of the company, size of
the company, branch of industry);
– individual entrepreneurial history of the owner/founder (his/her age, level
of education, history of earlier entrepreneurial initiatives);
– parameters of the organizational and legal environment in which the
company functions (e.g. rules of corporate governance, taxes and legal
regulations).
– basic parameters of the sector in which the company functions (e.g. level of
innovativeness and the degree of competitiveness).
It can be hypothesized that these factors determine the choice of a succession
mode and of the preferred control level of the family over the company.
The factors that determine the choice of succession methods in general are
additionally summarized in Figure 8.1. On the basis of our discussion so far it
should be stressed that the relative weight of each factor changes depending on
Figure 8.1. Research Model: Determinants of Succession in Family Firms
128
Aleksander Surdej, Krzysztof Wach
the type of succession. A defensive succession depends chiefly on the family’s
structural parameters and on intra-family relationships (conflicts, emotions).
A transformatory succession relies on the existence of institutional instruments
which help to solve the conflict between the growth orientation of a firm and
the founder/owner’s ambitions to preserve/increase the family’s wealth.
The basic hypothesis about the existence of a relationship between the
above-mentioned factors and the choice of a succession strategy will be
supplemented with the following hypotheses:
– H1: We expect that after 20 years of post-communist transformations
in Poland (1989-2009), many entrepreneurs will initiate the process of
transfer of ownership and/or control over their enterprises, because of age
or fatigue.
– H2: We posit that there is a relation between the size of a company and its
succession planning and strategy. In line with this hypothesis, the larger
the company, the more profitable it is to transfer it to external managers/
owners.
– H3: We assume that preparing a plan of the succession process in advance
helps to accomplish it successfully. This assumption is based on the fact
that the firms which had implemented a strategic planning process assessed
the process as more efficient after its completion,.
Manager perception was chosen as an operationalization method because it
assures an acceptable level of correctness and reliability. It is a more practical
tool than other methods and has been applied in similar studies very often
(Lyon, Lumpki, Dess, 2000, p. 1055-1085). This method was applied for all
qualitative variables. A survey (preceded with a diagnostic pre-survey) was
used as a main investigative technique and the data obtained from it were
complemented with observations. There were 5 to 7 questions concerning each
area. An operationalization method data analysis was applied for quantitative
variables. In support of the received and accepted variables, the questionnaire
was constructed as a basic investigative tool. Our approach was mostly
qualitative, which is typical in this type of investigations. Variables were
evaluated on a 5-degree Likert scale with qualitative answers.
The survey was conducted on a random sample of 496 family enterprises
in the first quarter of 2009 (table 8.1 and figure 8.2). The STATISTICA 8.1 PL
software was applied for data analysis. The companies were divided into three
groups:
• 85 family firms which had been sold or transferred (17.13%),
• 147 family firms which were facing the choice of a succession method
(29.64%),
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Chapter 8. Succession Scenarios in Polish Family Firms. An Empirical Study
• 264 family firms which were not interested in succession planning
(53.23%).
Table 8.1. Basic Characteristics of the sample firms (N = 496)
Firm Sector:
Agriculture 02.22% 00(11 cases)
Manufacturing 13.91% 00(69 cases)
Services and Trade 86.66% (4210 cases)
Business Scope of Operation:
Local 36.50% (181 cases)
Regional 24.20% (120 cases)
Domestic 22.98% (114 cases)
European 09.27% 0(46 cases)
International 06.85% 0(34 cases)
Firm age:
0–5 years 17.22% 0(82 cases)
6 –10 years 17.65% 0(84 cases)
11 and more years 65.12% (310 cases)
Legal Form of the Business:
Sole Proprietorship 70.56% (350 cases)
Unlimited partnership 12.30% 0(61 cases)
Limited partnership 07.46% 0(37 cases)
Limited company 09.07% 0(45 cases)
Other 00.6% 00(3 cases)
What seems to be interesting in the studied family businesses is their family
structure and history:
• 376 of the family firms were founded by their current owner – they are
therefore first generation family businesses (75.80%),
• 76 of the firms were founded by their previous owner – they are called
second generation family businesses (15.32%),
• 36 are multigenerational firms with long traditions (7.25%), the oldest one
was established in 1869.
Figure 8.2. Characteristics of the sample firms according to their size (N = 496)
130
Aleksander Surdej, Krzysztof Wach
8.4. Results and Discussion
85 of the analyzed family enterprises have accomplished a succession
process. The sample is interesting as far as the age of the included family
firms is concerned. The newest firm is 2 and the oldest is 140 years old, but
only one fourth of the studied firms are older than 40 (lower quartile Q
1
= 13,
upper quartile Q
3
= 40). The arithmetic mean for the age variable is 29 with
a standard deviation of 24, which is quite a wide range. The most common
value in the data set is M
o
= 17 (with 7 out of 85 cases only), but the number
separating the higher half of the sample is M
e
= 20.
Succession Process
In the studied population only three methods of succession were observed.
The most popular method was a transfer to a heir (87.36% in 74 cases), other
forms of transfer occurred less frequently. They included: selling the whole
business (5.88% in 5 cases) or a part of the business share (2.35% in 2 cases).
In 3 cases (3.53%) the founders combined different methods of succession.
The most important reason of the transfer of ownership and control was the age
of the founder (54.88% in 45 cases) and his/her death (23.17% in 19 cases).
Other important reason is an intergenerational agreement (about one tenth of
all cases). Two thirds of the founders are still involved in the family business,
even after the accomplishment of the succession process:
– 27.06% are still actively involved in the family business (23 out of
85 cases),
– 29.41% are involved in the family business as consultants (25 out of
85 cases),
– 34.11% are not involved in the family business any more (29 cases out of
85 cases).
Taking into consideration the number of founders who died, only in 10 cases
(11.75%) the previous owner of the company was not involved in family
business matters, which confirms that business skills of the older generation
are still actively or passively used in family businesses in Poland.
The minimum period from the moment of succession amounts to 1 year and
the maximum to 33 years. The arithmetic mean is 8 with a standard deviation
of 7.68, which means that the dispersion is in the range from approximately
0 to 16. The most common value in the data set is M
o
= 1 (16 out of 85 cases),
and the second most common value is 2 (10 out of 85). The number separating
the higher half of the sample is M
e
= 6, but only one fourth of the analysed firms
accomplished the succession process less than 10 years ago (lower quartile
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Chapter 8. Succession Scenarios in Polish Family Firms. An Empirical Study
Q
1
= 2, upper quartile Q
3
= 10). This information confirms the hypothesis that
20 years after the economic transformation, founders of new enterprises, who
are the first generation of Polish capitalists, are initiating the process of transfer
of ownership and/or control over their enterprises (figure 8.3).
Figure 8.3. Statistical Histogram showing Time from Succession (N = 85)
Succession Planning
Only 24 of the 85 businesses (28.23%) planned the succession process in
advance, which is quite a low figure. Such plans concerned 1 to 3 problems
(1 item in 11 cases, 2 items in 9 cases and 3 items in 5 cases). Statistical
calculations confirmed that the extensiveness of the succession planning
process, measured by the number of components included in a succession plan,
depended on the size of the enterprise (χ
2
= 14,9 at p = 0.02). The larger the
studied enterprises, the more components were taken into consideration at the
stage of succession planning. The elements considered in the succession plans
were:
– the identity of the successor in 14 cases (31.1%),
– the preparedness of the successor in 13 cases (28.89%),
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Aleksander Surdej, Krzysztof Wach
– the division of shares in 8 cases (17.78%),
– taxation issues in 6 cases (13.33%),
– sale and purchase of shares in 3 cases (6.67%).
Only in one fourth of the cases the successor was female (versus 74.11%
of males). The youngest successor was 18 and the oldest was 60, although
descriptive statistics confirmed that the second generation of family business
owners can be called the younger generation (
= 32, s = 10, M
e
= 30, Q
1
= 24,
Q
3
= 40, M
o
= 24 at 10). A potential successor played an important role in
planning the succession process and almost half of the founders took only one
criterion into consideration, which was the identity of the successor (49.41%).
Two criteria were applied by 34.11%, three – 15.30% and four – only by 1.17%
of respondents. In the studied firms, the following factors were taken into
account in the succession planning process:
– family issues (68),
– qualifications of the successor (42),
– motivation of the successor (18),
– personal reasons (9)
– other reasons (6).
The successor had been previously involved in the family business in 73 out
of 85 cases (85.88%) and the length of his/her involvement varied greatly. The
shortest period of involvement was 1 year, while the longest was 30 years
(x
–
= 9, s = 7, M
e
= 8, Q
1
= 3, Q
3
= 12, M
o
= 10 at 12). The detailed distribution
of results allows us to make some conclusions. Two groups of successors can
be observed in the studied population: those involved in the family business for
3 or 5 years (23.5% or 40% of the successors) and those working in the firm
for a long period of time (about 10 years). Those who had been involved in the
family business before the succession were:
– 36.5% performing workers,
– 15.3% consultants or assistants,
– 10.6% managers,
– 9.4% co-owners or co-partners.
The relationship between the succession planning and the succession
evaluation is quite interesting. Statistical calculations confirmed a correlation
between these variables in the studied population (χ
2
= 4.0 at p = 0.05; χ
2
Yates
= 6.4 at p = 0.01). Each firm which had had a plan of the succession, considered
the process efficient (58.33%, rather efficient and 41.67%, extremely efficient).
The assessment done by the firms with no succession plan was not so good.
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Chapter 8. Succession Scenarios in Polish Family Firms. An Empirical Study
8.5. Conclusions
The ongoing academic research concerning the persistence of family firms
does not adequately separate two qualitatively different phenomena: on the
one hand, micro or small family firms characterized by a strong overlap of
ownership and management control and by a day to day involvement of family
members in their functioning, and, on the other hand, large, publicly quoted
companies where families of founders hold a controlling block of shares
(sometimes as small as 20% or 10%). Family firms proper are characterized by
a high degree of family involvement, which might become a barrier to growth;
in countries characterized by a high quality of institutional development large,
publicly owned but family-controlled companies do not differ substantially
from average publicly owned companies with regard to their corporate
governance practices.
Although the existing data does not allow for a precise diagnosis, it seems
that transition economies are characterized by a myriad of family firms (micro
and small firms) which do not grow, and a few large, family-owned companies
or business groups with little upward flows in their organizational growth,
whereas in mature market economies there are more efficient channels (i.e.
a favourable institutional environment) for the transformation of a small family
firm into a large, public, family-controlled firm. Thus, we can tentatively posit
that transition economies are characterized by a dearth of medium-size family
firms (“the missing-middle hypothesis”) which could become large, publicly
owned but family-controlled firms.
Thus, and this is our last conclusion, rather than analysing the succession
process in a firm in terms of identifying, educating and nominating a successor
in order to keep the control of the firm in the hands of the family, we should
focus on succession choices of growth-oriented companies, because such
a succession process requires a deeper transformation of the enterprise’s
organizational structure and corporate practices.
Our exploratory survey of family firms is one of the first to focus on family
business succession in Poland after 20 years of economic transformation
(1989–2009) and it is probably the first attempt to research an intergenerational
change of entrepreneurs. The sample consisted of 496 family firms, but only in
85 cases the succession process had been accomplished. The research results
allow to make the following conclusions:
– The most popular method of succession in the studied group was a transferto
a heir (87.36%).
– After 20 years of economic transformation, founders of new enterprises,
who are the first generation of Polish capitalists, have started the process
of transfer of ownership and/or control over their enterprises. One fourth
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Aleksander Surdej, Krzysztof Wach
of the studied firms accomplished the succession less than 2 years ago, and
a half less than 6 years ago.
– In larger enterprises more factors were taken into consideration at the
stage of succession planning. Statistical calculations confirmed that the
extensiveness of the succession planning process, measured by the number
of factors included in a succession plan, depends on the size of the enterprise
(χ
2
= 14.9 at p = 0.02).
– There is a relationship between the succession planning and its evaluation.
Each firm which had had a plan of succession, considered the process
efficient after its completion.
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