Academia de Guvernanță. Board of Trustees: The Next Level in Family Business Governance. Romania Needs Legislation on Family Foundations
In an economy where family businesses are a key engine of growth and stability, the conversation around capital preservation, succession planning, and governance modernization is essential. In one of the Academia de Guvernanță episodes, Adrian Mihai (co-founder and CEO of FAN Courier, President of Family Business Network Romania) and Carmen Micu (CEO and co-founder of ENVISIA) emphasized the need for regulating family foundations in Romania and explained how the concept of a Board of Trustees offers a professional governance framework for continuity and control in family enterprises.
Family Foundations – Tools for Capital Protection and Growth
“The main role of family foundations is to protect and consolidate capital,” says Adrian Mihai.
With 35 member companies, the Family Business Network Romania unites family-owned businesses that generate over €5.75 billion in annual revenue and support more than 32,000 jobs.
Mihai points out that Romania has a significant number of family businesses still led by their first generation. These businesses have grown rapidly over the past three decades, but they now face a new kind of responsibility: preserving wealth and planning for leadership succession.
“We’ve been building businesses for just over 30 years. During this time, we’ve grown and developed tremendously. Some have reached billion-euro turnovers. And now, beyond the day-to-day operations, they feel the need to protect their capital. It’s about the meaning you give to the wealth you’ve built. That’s what family foundations or trust funds aim to ensure.”
Lack of Legislation Drives Capital Abroad
Data shows that over 40% of family businesses in Central and Eastern Europe lack a clear succession plan, and 64% are still led by their founding generation. In this context, the absence of national legislation on family foundations becomes a major obstacle to future development.
“Romania and Bulgaria are the only countries in the region without such legislation. Because of this, many Romanian entrepreneurs seeking to protect their capital have ended up establishing their foundations abroad. Businesses are strong when they have capital—but it’s not just about protection; it’s about the purpose we assign to that capital,” says Adrian Mihai.
Board of Trustees – Governance for Succession
Carmen Micu, CEO and co-founder of ENVISIA – Boards of Elite, explains the fundamental differences between traditional corporate governance and the governance model specific to family foundations. In short, a Board of Trustees represents a higher level of governance—a structure that blends family trust with external expertise, ensuring strategic control and succession planning.
Unlike boards in for-profit companies, a Board of Trustees is primarily composed of family members, alongside experts in relevant fields aligned with the foundation’s long-term investment goals. Its role is supervisory and strategic, rather than operational. “This is why there’s usually a separate investment director, typically holding the role of executive director or CEO,” adds Carmen Micu.
Another important distinction lies in the types of committees integrated into the governance structure.
Governance Without Operational Pressure
The governance model in family foundations plays a critical role in managing business portfolios over the medium and long term. Another fundamental aspect is the non-profit nature of family foundations. “We’re not talking about a limited liability company (SRL), and there is no direct commercial activity. The family foundation is meant to oversee and manage the business portfolio without the day-to-day operational pressure of a typical for-profit enterprise,” explains Carmen Micu.
In this context, governance becomes not only a control framework but also a tool for ensuring the continuity of family values and vision.
“Those appointed to a Board of Trustees carry a much greater level of responsibility—often even higher than in traditional boards,” Carmen Micu points out.
Legislation: A Matter of Urgency for Romanian Entrepreneurs
Adrian Mihai stresses that passing legislation on family foundations is crucial for the Romanian business environment, as it would offer greater legal security for entrepreneurs seeking to protect their wealth. “One of the main objectives of these foundations is to preserve and grow Romanian capital. We badly need to keep that capital here, in the country. Another goal is to repatriate capital that’s already been moved abroad.”
A draft law was previously discussed with the Legal Committee in the Romanian Senate, but the process was delayed following the elections. “We now have to start almost from scratch—explaining again what a family foundation is and advocating for this legislation. Romania needs this law,” insists the FBN President.
Board Education – Key to Proper Understanding and Implementation
As the concept of a Board of Trustees gains traction as a real solution for capital protection and succession planning, it becomes increasingly clear that specialized education is vital for the leaders involved.
To this end, ENVISIA, in partnership with Henley Business School (UK), offers the Postgraduate Certificate in Board Practice and Directorship—the only internationally accredited program in Romania dedicated to board members. This program prepares professionals for strategic governance roles, including in structures like Boards of Trustees, with a focus on responsible leadership, long-term planning, and capital stewardship in complex environments. More about the program, faculty, and topics covered you can find here.
ENVISIA is the first business school in Central and Eastern Europe to offer next-generation education, mentoring, and advisory services for board members, top management, and high-caliber professionals through prestigious academic partnerships.
5 Key Takeaways on Family Foundations and Their Governance
- Family foundations are essential for capital preservation and continuity. In a market dominated by first-generation family businesses, the need for a structured succession and wealth management framework is becoming increasingly urgent.
- The lack of dedicated legislation in Romania puts domestic capital at risk. Romania is, along with Bulgaria, one of the few countries in the region without regulations on family foundations—driving capital abroad.
- The Board of Trustees is an advanced form of governance. This board structure, specific to family foundations, blends familial trust with strategic expertise and plays a critical role in managing business portfolios and ensuring smooth succession.
- Family foundations are not commercial entities, but wealth management structures. They do not engage in economic activity, but act as tools for long-term capital management, free from operational pressure.
- Governance education is key to proper implementation. Professionalizing the individuals who lead these structures is essential. The international program offered by ENVISIA and Henley Business School addresses this need, preparing leaders to manage capital with responsibility and vision.
Read more here.
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