Before heirs take a board seat, choose operator or guardian

When a family business reaches the point where children are ready for a board seat, the first decision is which seat they will occupy. The operator runs the company. The guardian protects the family's stake, culture, and staying power. If the next generation is not the sole accountable operator, place them on the supervisory board, name a professional CEO, and end co-leadership.

Gebr. Heinemann's changes show the choice in practice. Gunnar Heinemann has been at the company since 1979, when he and Claus Heinemann represented the family's fourth generation. Max Heinemann, the fifth-generation owner, will leave the executive board and chair the supervisory board on 1 January 2027. He will succeed his father Gunnar on the supervisory board after Gunnar chooses to step down.

Name the seat before the handoff

Assign one accountable operator if the heir will run the business. The result is a single chief executive who owns results, budgets, and hiring, with the family board receiving reports rather than issuing day-to-day instructions. If the heir is not that operator, do not split the role. Name a professional CEO who can be evaluated on performance, not lineage. Morgan Boeri will take the chief executive officer role at Gebr. Heinemann.

Put the operating rules in a short governance document. It should say who is accountable for cash flow, who approves major decisions, who can hire or remove senior managers, and how the guardian board receives information. The charter should be short enough for a new manager to read quickly and use immediately.

Test the heir against a ten-year horizon, not a single promotion. Ask what the business will need when the current owner is no longer present: a stronger sales engine, a cleaner balance sheet, a new market, or a steadier culture. When the business needs operational execution, the heir needs the operator seat. When it needs stewardship, put the heir on the supervisory board and keep the operating seat open for a professional CEO.

Put the guardian on the supervisory board

Place the guardian where oversight is real but command is not. Raoul Spanger will join the supervisory board as deputy chairman beside Max Heinemann. That structure gives the family a permanent voice in strategy, culture, and succession without turning the guardian into a second chief executive.

Limit the guardian's authority to the questions that matter over the long run. The guardian should review strategy, risk, family values, and the CEO's performance, but should not approve routine spending, manage staff, or intervene in daily operations. The board calendar should separate family governance from company management, with clear minutes and clear limits.

Stop the guardian from becoming a shadow operator. The common failure is to let family presence drift into daily command because the guardian knows the business well. A guardian who answers every question, reviews every invoice, or calls every senior manager has quietly taken the operator seat. The professional CEO then loses authority, and the company loses a clear line of accountability.

End shared command and build the operating bench

End co-leadership when it no longer serves execution. Gebr. Heinemann is ending the co-chief-executive setup that had paired Max Heinemann with Raoul Spanger. Once the guardian seat is filled, the operating seat should be singular.

Build the operating bench under the professional CEO. The executive board under Morgan Boeri will include Inken Callsen, chief commercial officer; Florian Seidel, chief sales officer; and Dr Kai Deneke, chief financial officer. The management team should be able to run the company without family interference, with each executive owning a clear part of the business.

Review the structure after the new arrangement has run long enough to show its shape. Ask whether the guardian board is adding judgment or creating friction, whether the professional CEO has enough authority, and whether the heir is learning the role they were given. A review that finds friction should lead to a seat adjustment and a return to the governance document.