Archive for the ‘corporations’ Category
Individual Discretion and Institutional Design
Filed under: corporations, decision-making, Design, leadership, management, values |
Comments (1) 
I’m just back from the University of Redlands, just outside of Los Angeles, where I spoke at the wonderful Banta Center for Business, Ethics and Society. The topic of my talk there was “Responsibilities in the Blogosphere,” but the key themes of that talk apply pretty directly to the world of business more generally.
One of the key themes had to do with the tension between a focus on individual decision-making on one hand and a focus on institutional design on the other, between a focus on individual responsibilities and a focus on how Internet giants like Google and Facebook construct online worlds that shape our behaviour.
There’s an awful lot of focus — too much, in my opinion — on individual decision making in ethics. In fact, a focus on individual decision-making is kind of the default, both in philosophical ethics and in more applied areas. The key questions, for many people, are general questions like “How should I behave?” “How should I resolve an ethical dilemma?” and “What factors should I take into consideration in ethical decision-making?”
And to be sure, that kind of focus makes for some great after-dinner speeches. The focus on the individual is empowering: “it all comes down to you.” “Your choices matter.” “We can do better, if each of us just changes how we think.” “It’s all about integrity.” And so on. More than that, individual ethical dilemmas really do have a huge impact on individuals, and so it behooves those of us in the ethics biz to do something to offer some guidance. (One modest contribution of mine to this area is my Guide to Moral Decision Making.)
But there’s a real sense in which the focus on the individual is a distraction. Individuals will make the decisions they make, and those decisions will in large part be determined by forces that are a) psychological and cultural, and b) institutional.
So the real focus should be on institutional design, on devising institutions to foster the right kinds of behaviours. And I’m talking about institutions in the broadest sense, which includes not just corporate frameworks and governance structures, but also traditions and norms and social conventions.
Greater attention to institutional design is more than just a remedy to the excessive (and perhaps futile) attention paid to individual decision-making. It changes the way we frame discussion of ethics in that it makes it clear that business ethics isn’t just a microcosm of everyday ethics. It is instead a matter of using human ingenuity to build ways of doing things that suit the situation at hand: devising rules and norms that put reasonable constraints on human behaviour, to make sure that business stays mutually advantageous. But we’re not building entirely from scratch: rules and other normative institutions in the world of business still have to be ones that can be understood and applied by the human beings who inhabit that world. The software, in other words, has to match the hardware.
Don’t get me wrong. I’m not against thinking about individual decision-making. I teach a course on critical thinking, and I think all of us can learn to think more critically about ethical issues in business, to avoid certain well-known fallacious arguments, and so on. But the emphasis on design helps makes clear that ethics in business is a realm for innovation, and isn’t just a matter of importing into the world of commerce the values you learned at your mother’s knee.
——–
Note: Some of the thinking here was inspired by a conversation with my friend & former student, Garrett Mac Sweeney).
If Facebook Were a Country, Would Zuckerberg Be King?
Filed under: accountability, CEOs, corporations, governance, shareholders |
Comments (2) I’m serious. Is Mark Zuckerberg aiming to be the hereditary sovereign of the Kingdom of Facebook?
Amid all the ballyhoo about the Facebook IPO, concerns have arisen about the ownership structure — and, hence, governance structure — structure that the company’s plan implies. As Matt Yglesias recently outlined, the current plan implies considerable continuing power for Zuckerberg. Given the number of Class B shares he owns, along with proxies he controls, Zuckerberg effectively has “57 percent of the voting rights over the company.” In addition, his control will be transferred to whomever inherits his fortune.
Is this a good thing or a bad thing? A couple of points, both having to do with how Zuckerberg will use his power.
One is that, interestingly, Zuckerberg has (in a letter to investors) disavowed a focus on profits:
“Simply put: we don’t build services to make money; we make money to build better services.
And we think this is a good way to build something. These days I think more and more people want to use services from companies that believe in something beyond simply maximizing profits….”
Some will rejoice at this. But of course, when a company says it’s going to aim at things beyond profits, there’s no particular reason to think that they’ll aim instead at goals you approve of. Facebook is a powerful company, grounded on a potent technology. Whomever controls it has the power to do a lot of good, or a lot of evil. And as I’ve pointed out before, Zuckerberg holds some dangerous views about, for instance, things like privacy.
Some of the comments under Yglesias’s piece have suggested that Yglesias exaggerates just how unique Facebook is in this regard. Other companies have been controlled by powerful central figures. Fair enough, but Facebook isn’t your average company. In a very real way, Facebook is becoming part of the infrastructure of modern life. In its role, it is more like a public utility than a private company. That puts the company — and its leader — in a very different position than, say, Ford or Exxon. Facebook really is more like a nation, and so he who controls it really is more like a political leader. This casts a very different light on how we evaluate not just the man, but the processes that are in place to guide his judgment.
How Can Business ‘Give Back’ to Society?
Filed under: consumers, contract, corporate citizenship, corporations, government, markets, philanthropy, public relations, stakeholders, taxpayers |
Comments (1) A recent story quotes Fred Green, the CEO of the Canadian Pacific Railway, as saying that he won’t sacrifice safety in pursuit of profits. In his words, he won’t violate the terms of his company’s unwritten ‘social licence’ to operate.
The notion of a ‘social licence to operate’ reflects the notion that in order for a business to be successful, in the long run, the support and goodwill of society is essential. This includes everything from the willingness of a local community to walk into your store to buy things, to the willingness of neighbours to put up with the noise of your trucks driving past, to the willingness of duly elected representatives of the people to pass the kinds of legislation that makes modern commerce possible.
This raises the question: just how does a company earn, and maintain, its social licence to operate? How, in other words, can — or should — a business show its gratitude, or pay its debt to society?
There are a number of ways, and they are not mutually exclusive.
One option is through charitable donations. Corporate philanthropy is as old as the hills, but is generally pooh-poohed by proponents of modern CSR, who favour instead things like collaborative efforts to build local skills and capacity.
Another way is by paying special attention to social impacts, beyond what is required by law. For example: selling junk food is perfectly legal, and arguably fully ethical, at least on a case-by-case basis. But a food seller that looks to the aggregate social consequences of its junk-food sales, and tries to mitigate negative impacts, might be said to be doing so as part of its social licence to operate.
Another way is by paying its taxes. That might seem trivial, a mere matter of following the law. But given the complexity of the tax code, the number of loopholes, and the size of some companies’ accounting departments, a commitment to paying your fair share is probably non-trivial.
Another way a company can earn and keep its social license to operate is by a commitment to looking for ‘win-wins.’ In this category, we could place various efforts at seeking energy efficiency and waste reduction. Of the many ways a company can look to save money, some are socially valuable, and opting to pursue those over others might be seen as supportive of a company’s social licence.
And finally, there’s the old (and true) point made by Milton Friedman years ago, which is that companies contribute socially by making goods and services that people want. What does Merck ‘give back?’ It gives us pharmaceuticals that relieve pain and suffering. What does BP contribute? It finds and refines the oil without which our economy would literally grind to a halt. What does my local coffee shop do for the community? It provides a place to get in out of the rain, have a cup of coffee, and chat with a friend.
Now it’s quite likely that no one of these is sufficient. Each of them is a plus, and counts towards a company’s social licence, but likely some combination is necessary. From this range of options, each company chooses how it thinks it can best earn and keep its social licence to operate. Different mixes will make sense for different companies in different industries. There’s no one right combination that will let a company merit its social licence. Innovation and variety are a good thing, here. Let a hundred flowers blossom!
Eggs, Ethics, and Supply-Chain Accountability
Filed under: accountability, corporations, ethics, food, supply chain |
Comments (2) Canadian Business recently reported that two major companies — McDonald’s and Target — have dropped egg supplier, Sparboe Farms, after concerns arose regarding animal welfare at the company’s egg-production facilities. It’s a small PR hassle for titans like McDonald’s and Target. But it’s clearly a huge hit for a company like Sparboe.
This case raises two important points, ones that go far beyond the relationships between mega-chains and their suppliers:
The first has to do with supply-chain responsibility. Notice that McDonald’s, for its part, doesn’t deal directly with Sparboe: it gets Sparboe eggs via Cargill Inc., the agricultural giant that supplies all of McDonalds’ eggs. This raises an interesting question about supply-chain ethics. Any company is clearly responsible for, and should be accountable for, its own behaviour. And a company is pretty clearly also partly responsible for, and should be accountable for, the behaviour of its suppliers, at least to the extent that it knows, or should have known, about those suppliers’ behaviour. But what about the behaviour of their suppliers’ suppliers? The modern trend is toward nearly infinite responsibility, up and down the supply chain. That much is clear. But the moral principle behind such responsibility is less clear.
Sensible thinking about supply-chain accountability has to differentiate, I think, between retrospective culpability, on one hand, and responsibility to make changes going forward, on the other. Is McDonald’s responsible for brutal behaviour by employees of a supplier’s supplier? No. But do they have a responsibility to take action, now that they know about it? Yes.
The other point has to do with the blurry boundary between practices that are unethical, on one hand, and practices that are in some more vague way unacceptable to the public, on the other. Animal welfare issues are a great example of this. Philosophers continue to debate the moral significance of animals and their suffering. Some will tell you that all suffering, human or not, is of moral significance. Others will tell you that ethics is a human device for making social living more congenial and sustainable. On the latter point of view, animal suffering might be ugly, but it’s not unethical, except to the extent that we have an obligation not to tread upon other people’s sensibilities. But this distinction matters little, in many cases: a company’s suffering can result from either — either from behaviour that is actually unethical, or from behaviour that is simply seen as being so.
The Virtues of Local Ownership
Filed under: accountability, corporations, CSR, decision-making, entrepreneur, governance, retail, shareholders, SME, stakeholders, values |
Leave a comment There’s plenty in the news these days about the supposed virtues of “buying local.” Buying local usually means buying from small businesses. As I’ve argued before, in at least some cases buying local also means opting for small-scale, inefficient production processes. And in other cases, it means an unhealthy kind of insulation from the outside world.
But what about the virtues of specifically local ownership, when the ownership in question is ownership of what is otherwise a standard-issue department store, replete with goods ‘Made in China,’ as the stereotype goes?
The New York Times recently reported on an effort by a small town in upstate New York to ensure its residents have access to some sort of local department store. When the local Ames department store went out of business a few years back, residents of Saranac Lake — pop. 5,041 — took matters into their own hands. They raised the capital, at $100/share, to open their own department store.
It’s a charming story, and an interesting experiment, but we ought to exercise some caution before attaching too much significance to it.
First, it will be tempting to see this as radical re-visioning of modern capitalism. To see examples of such a temptation, see the 2004 Avi Lewis and Naomi Klein documentary, The Take, about the takeover of a defunct Argentinian factory by its former employees. Lewis and Klein portray that takeover as an example of the pursuit of a real alternative to capitalism — despite the fact that the cooperatively-run factory is still buying inputs on the open market, selling goods on the open market, and so on.
Were it not for movies like The Take, it might go without saying that innovations in ownership structure don’t eliminate the fundamental challenges of capitalism, and certainly don’t eliminate the standard ethical issues that face all businesses. The department store in Saranac Lake is — setting aside a few nods to local sourcing — just a regular department store. It’s got employees, so it will face questions about how those employees are treated. It’s smaller than your typical Walmart, but it will still face questions (or at least it should) about where its products come from, the conditions under which they’re manufactured, and so on. And its managers will still face questions about how to balance the good of the community as a whole with their obligation to be fiscally responsible. And so on.
Not that we need to be entirely cynical about the Saranac Lake experiment, and others like it. There’s at least a prima facie case to make for the significance of local ownership. Managers of a locally-owned store have at least some sense of what kinds of things shareholders would want them to do, and hence seem less likely to violate the trust placed in them. When you know your shareholders by name, you can ask them what they want, and they can tell you what obligations they feel to the community, and they can then ask you, their representative, to make good on those obligations.
In the end, I think experiments in capitalism are good. Indeed, the way it fosters experimentation is one of the great virtues of capitalism. We ought to keep a careful eye on such experiments, both for what we can learn about their particular virtues, and for what we can learn about the nature and structure of capitalism more generally.
Why $100-million Is Too Much
Filed under: accountability, boards, CEOs, compensation, corporations, energy, governance |
Comments (3) It was widely reported yesterday that former CEO of Nabors Industries Ltd., Gene Isenberg, will be the recipient of a $100 million severance payment. Except, he’s not leaving the company — he’s staying on as Chairman of the Board. Confusion and criticism has ensued.
For the most part, I think that executive compensation, even outlandish executive compensation, is in principle a private matter. If a bunch of shareholders want to pay their CEO a gazillion dollars — whether because they think he’s the one guy who can build long-term value or because they just think he’s a swell guy — well, that’s none of my business. I may think those shareholders are fools, or spendthrifts. But there’s little reason for me to be morally concerned. I don’t tell you how much to spend on your babysitter or your dry cleaning or your car. And I shouldn’t tell you how much to spend on your CEO.
In principle.
But two factors get in the way of applying my in-principle argument to the present case.
One factor begins with the observation that shareholders don’t, in fact, generally make the decisions regarding how much total compensation the CEO gets. That task is delegated to the Board of Directors, who in turn generally delegate it to their Compensation Committee. Now again, in principle, this is purely a private matter. If the Board isn’t serving the shareholders well, the shareholders have cause to complain, and (yet again, in principle) they can always fire the Board if they feel sufficiently poorly served. But we have ample evidence that shareholders very often aren’t well-served by boards. Add to that the fact that proper functioning of corporate governance (and hence of capital markets) is clearly a matter of public concern, and you have at least the beginnings of a public-interest argument for interference in what would otherwise be a private matter.
The other reason why excessive pay isn’t always a purely private matter has to do with the government’s (i.e., the public’s) role (and support of) an industry. Note, for example, that Nabors is an oil-drilling contractor. So the $100 million that Isenberg is getting isn’t merely a share of privately-gained profits. It’s a share of the profits from a heavily-subsidized industry.
So boards of directors do have some public obligations related to how they choose to compensate executives (even if, as I’ve argued before, outsized compensation isn’t automatically unfair). Corporate directors are not just part of private institutions; they’re part of a system justified, in part, by its public benefits. And the more they seek to gain private benefits in the form of subsidies, the greater their obligations to the public become.
Do Corporations Shield Against Personal Responsibility?
Filed under: accountability, corporations, crime, employees, government, shareholders |
Leave a comment One of the key criticisms lobbed in the direction of corporations is that they’re essentially a mechanism for avoiding personal responsibility.
But this property is hardly unique to corporations. And it’s certainly not always a bad thing.
The notion that corporations shield individuals from responsibility actual has two components: one about moral and legal culpability for wrongdoing, and another about financial responsibility.
On the financial side, the lack of individual responsibility goes by the legal name of ‘limited liability.’ Limited liability applies most famously to shareholders, who generally cannot lose more than whatever they have invested in corporate shares. When corporations do well, shareholders may be paid dividends; but no matter what happens, shareholders are never expected to pay the corporation’s debts. That’s what makes it relatively safe to invest. But less commented-upon is that the same principle applies to another important group, namely front-line employees. Corporations shield them from financial liability too. If the company you work for goes bankrupt, you’ll lose your job, but the company’s creditors general cannot go after your savings, or your house.
What about responsibility for wrongdoing? In cases of actual wrongdoing, do corporations shield individuals from being held responsible?
Well, yes and no. Enron’s Jeff Skilling is in jail, and so is Conrad Black. They’ve been held accountable for what they did within their respective corporate structures. But yes it’s still true that individuals behind corporations — including shareholders, executives, and front-line employees — are shielded from responsibility for the corporation’s actions. If, due to someone else’s decisions within the corporation, the corporation does something criminal, you as an uninvolved employee or shareholder can’t be blamed for that. This generally seems right; responsibility requires knowledge and control. If you weren’t involved, you shouldn’t be blamed. People would be extremely hesitant to work together in large groups — something corporate structures facilitate — if they were going to be held responsible for other people’s behaviour.
But still, it remains true that one of the central moral problems related to corporations is their tendency to obscure and diffuse responsibility. Even though individuals within corporations can in principle be held (and sometimes are held) responsible for their actions, the complexity of corporate structures and decision-making can make it hard to figure out just who really is responsible, and hence who to blame. This is a genuine cost of the system. But it’s a system with considerable advantages. Our modern lifestyle would quite literally be impossible without corporations. So rather than reason for despair, the fact that corporations obscure and diffuse responsibility is a challenge to be dealt with.
Finally, it should also be remembered that corporations are hardly unique in shielding individuals from responsibility. Because really, in a sense, that’s what all organizations are for. They’re for achieving things that individuals cannot achieve alone, while avoiding personal responsibility. Think of all the things that governments, unions, nongovernmental organizations and charities do. Generally, most members of an organization (taxpayers, for example, or card-carrying members if Greenpeace) contribute to a joint cause, and contribute to its success, but are shielded from personal responsibility when things go wrong. That’s a cost we may want to try to minimize, but it’s also one to balance against the considerable gains we achieve from structures that allow us to work together towards a common cause.
Bullying in Pursuit of the Public Good
Filed under: accountability, activism, corporations, government, international, NGO |
Comments (5) Should we celebrate when a powerful NGO convinces a powerful corporation to change its mind on something?
Here’s an example. Greenpeace recently… um, persuaded Mattel to stop using packaging sourced from companies that contribute to deforestation in Indonesia. (See the story by Angelina Chapin: Greenpeace wins battle with Mattel.) Mattel is a major toymaker, selling millions of products wrapped in cardboard, so the company’s decisions on where to get that cardboard stand to have a significant environmental impact. And Greenpeace managed to get the company to change its ways.
I suspect — but only suspect — that this is a good thing. I don’t know much about the facts of this particular case, but I think generally it’s good that there are well-intentioned nongovernmental organizations (NGOs) like Greenpeace working hard to get companies to think twice about the environmental impact of their business practices.
But it’s not always a good thing when NGOs badger and cajole a big company. Consider, for example, another case involving Greenpeace, namely the battle over the dismantling and disposal of the massive Brent Spar oil-storage buoy in the mid-90s. In that case, Greepeace launched a global campaign to pressure Shell, owner of the Brent Spar, to dispose of the floating oil-storage facility in a way that contradicted the company’s own environmental impact assessment. Greenpeace later changed its mind and apologized, but it was too late: Shell’s original disposal plan had already been scrapped, and the company’s share price damaged. In other words, Greenpeace had bullied Shell into doing the wrong thing.
Now most people are generally not very worried about major corporations, or large institutions of any kind, being bullied. And it’s easy enough to understand why. We’re usually more worried about corporations having too much power, rather than too little. But to uniformly celebrate victories of NGOs over corporations is to assume that NGOs are always right. And that’s a mistake. It’s also a mistake to assume that NGOs are in any important sense democratic, or automatically representative of the public interest.
Now this point must not be mistaken for a general critique of NGOs. There are many good NGOs out there, doing invaluable work. It’s just a reminder that the leaders of NGOs are not elected representatives, but rather self-appointed defenders of what they see as the public good. (I’ve written about how to assess NGO legitimacy before.)
Think of it this way. Companies sometimes do dumb things, and sometimes they do unethical things. There are lots of ways that can happen. Sometimes it’s due to flawed internal decision-making processes. Sometimes it’s a blind focus on profits or on expanding market share. Sometimes they do bad things in response to poorly-constructed regulations, or pressure from governments. And sometimes they’re bullied by other organizations, including NGOs.
And when a major corporation is bullied into making a bad decision, that bad decision can have enormous implications. So we should all watch with a careful eye when lobby groups, whether corporate or populist, attempt to use powerful non-democratic means to get their way.
Wall Street Needs to be Fixed, Not Occupied
Filed under: accountability, activism, corporations, corruption, finance, government, protest |
Comments (16) Issues of corporate ethics are too important to leave to the Occupy Wall Street gang. The principles the group is fighting for are noble ones, but the tools they employ leave much to be desired. It’s up to the rest of us to use better tools.
Those currently camped out in New York, and other cities across the US, are right to want better corporate ethics, including a big dose of accountability and transparency. And they’re right to want to live in a just and equitable society. And they’re right to want certain kinds of electoral reform: finding ways to limit the influence of corporations (without stomping on free speech) would be a very good thing. But occupying Wall St. isn’t going to do it.
Don’t get me wrong: I’m there, in spirit. Well, not there there. I’m not likely to join the sit-in anytime soon; those methods aren’t my methods. But I sympathize with the frustration manifested by the passionate, non-partisan cabal of well-intentioned folks who make up the Occupy Wall Street movement. Indeed, though our methods are radically different, I’ve dedicated my career to some of the same ideals. I’m committed to the project of figuring out the best possible standards for corporate structures and behaviours, and I hope that better understanding will lead, indirectly, to better outcomes. The folks of the “Occupy Wall Street” movement likely think my way won’t won’t have much impact. Don’t worry, I’m not taking it personally.
The Occupy Wall Street movement has substantial symbolic significance, but we all know, I think, that nothing concrete is going to come of it. To start with, the mechanism is all wrong — it’s not like corporate and political elites are going to see a sit-in, and suddenly going to smack their foreheads and say, “Oh, ok! Let’s make changes!” And then there’s the movement itself. It’s pretty clear by now that the loosely-organized movement doesn’t have much in the way of concrete goals. And its spokespeople can barely open their mouths on topics related to business and economics without saying things that are grossly mistaken. Their values are right, but the mechanisms they envision to implement those values — things like repealing corporate personhood — are deeply misguided. But then, to look for direct impact is, as others have observed, likely a mistake, and misses the real significance of the movement.
So it would be easy — too easy ‐ to dismiss Occupy Wall Street as a bunch of well-intentioned young people tilting at windmills. But that would be a mistake. The windmills they’re tilting at are important ones.
The real value of the Occupy Wall Street movement is that it ought to serve as a kick in the pants to the rest of us, an inspiration to make use of tools that will do some real good. Let’s leverage their energy into effective methods. So think. Learn about the issues. Learn about corporate governance. Advocate reform. Organize. Get out the vote. If Occupying Wall Street is to have any real impact, it won’t be by motivating a few hundred more people to camp out in the street.
Corporations as “People” vs Corporations as “Persons”
Filed under: corporations, critical thinking, definitions, personhood, stakeholders |
Comments (11) There are two ways to think about corporations. One is as a mechanism for letting a bunch of individual people interact. Seen this way, General Motors is just a mechanism for letting employees, customers, shareholders, suppliers, and managers interact in mutually-beneficial ways. The other way is to think of the corporation as an entity in its own right. Seen this way, GM is an entity that owns property, hires employees, is a party to contracts, and has obligations (e.g., via warrantees) to millions of customers. The people involved come and go, but the 103-year-old institution remains. These two views aren’t incompatible. Each illuminates one important characteristic while obscuring another. We need to be able to see corporations both ways, depending on the circumstance.
But it is important not to confuse the two. One is about people. The other is about legal personhood.
Here’s an important case of that confusion. As was widely reported at the time, US presidential hopeful Mitt Romney said, in a speaking engagement, that “corporations are people.” (You can see it for yourself on YouTube: Mitt Romney- Corporations Are People!) This happened over six weeks ago, but it is still causing confusion, and muddying the waters of the debate over the role of corporations in modern society.
What did Romney mean by what he said? I think the point Romney was clearly making is very different from the one he is often thought to have been making. In fact, he was making the exact opposite point. In clarifying what he meant, Romney said, in reference to corporate profits:
“Everything corporations earn ultimately goes to people. Where do you think it goes?”
In other words, he’s pointing to the first of the two viewpoints mentioned above, the one according to which what really matters is the people, the individual stakeholders, behind the corporation. And yet I keep seeing Romney’s “Corporations are people” claim bandied about sarcastically as if it’s yet another example of the much-hated (and much-understood) notion that corporations are legal persons.
(Greg Sargent at the Washington Post did try to explain this, but the point has generally been missed.)
If you don’t like Romney, fine. And if you don’t agree with the point he was making — that corporate profits end up in the pockets of human beings — that’s fine too. But please don’t confuse his point with the exact opposite point, namely the fact that corporations are (and need to be) legally regarded as persons.
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