Archive for the ‘management’ Category

Ethics and the Challenges of Scale

I’m currently attending the Global Ethics Summit in New York. In reality, despite its name, the GES is not just about ethics per se, but about ethics and legal compliance. Those of us who spend time thinking about corporate behaviour in terms of ethics are sometimes tempted to downplay the significance of legal compliance. After all, “compliance” just means “following the law,” and it’s tempting to think that following the law is a pretty low aspiration. After all, shouldn’t we be able to take for granted that companies will follow the law? Shouldn’t the real discussion be about the subtler ethical issues that pop up in areas not covered by law? The answer is not so clear, especially when we think about really big companies.

The first session I attended here yesterday got me thinking about the challenges of compliance, and the challenges faced by big companies precisely because of their scale. The panel was called “Compliance 2011: What’s Next?” and its members included representatives from three truly enormous companies: Kathleen Edmond, the Chief Ethics Officer for Best Buy; Odell Guyton, Director of Compliance for Microsoft; and Haydee Olinger, who is Vice President & Chief Compliance Officer for McDonald’s.

My thinking about scale was stimulated by two comments by panelists. First, Best Buy’s Kathleen Edmond mentioned that her company has over 170,000 employees. Just imagine the challenges that number implies for the people who are going to be held accountable for the company’s behaviour. Imagine being the mayor of a city with 170,000 citizens, and your job is to ensure that all of those citizens know about all the laws that apply to your city and its residents, and that none of those citizens ever breaks any of those laws. And add onto that the likelihood that you as mayor and your city as a whole will be held responsible for the bad behaviour of any of those citizens. Finally, imagine that the citizenry of your city has a yearly turnover rate of, say, 75% (Edmond said that Best Buy’s employee turnover rate is something between 60 and 70%, which she said is well below the retail industry’s average). That implies a tremendous challenge for education and enforcement.

The second comment of interest was from Haydee Olinger of McDonald’s. She pointed out that McDonald’s has “hundreds of thousands” of suppliers. And each of those suppliers is likely to have hundreds or maybe thousands of employees. That means that the quality and safety of McDonald’s product depends on the good behaviour of a lot of people. The same goes for keeping the fast-food giant out of legal trouble, because there are lots of ways in which McDonald’s could end up on the hook, legally, for problems the root causes of which lie with a supplier’s behaviour. The result is that an enormous amount of energy has to go into selecting those suppliers, teaching them about McDonald’s standards, and then enforcing those standards.

Now, we shouldn’t be fooled though into thinking that the problems unique to giant corporations amount to a criticism of such companies. Because the problem really lies with the amount of commerce done, rather than with the size of the organization that does it. If Best Buy’s 170,000 employees were instead employed by 170 companies, each with 1000 employees, there would still be a total of 170,000 potential wrongdoers. The only thing that would really change is that instead of one giant employer with a unified system for training those employees and monitoring them, you’d have 170 small businesses, each of which would likely struggle with figuring out the best way to do so. Likewise, consider the millions of burgers McDonald’s sells each year. If they were instead sold by a few thousand small burger joints, all those ingredients would still have to be bought from a massive number of suppliers. The difference would be that none of those small restaurants would be likely to have the resources required to screen, select, educate, and monitor those suppliers in any rigorous way. They’d probably just, you know, buy stuff from from them, and hope for the best.

So in terms of compliance, while size brings challenges, it also clearly brings advantages.

By the way, Best Buy’s Kathleen Edmond writes her own blog, which is well worth a look.

Steve Jobs’ Health & a CEO’s Privacy

How much privacy does a CEO deserve? Is his or her health a private matter, or a matter that should be open to the scrutiny of the public (and, in particular, of the investing public)?

See, for example, this piece by Miguel Helft, at the NYT: Jobs Takes Sick Leave at Apple Again, Stirring Questions

Steven P. Jobs, the visionary co-founder and chief executive of Apple, is taking a medical leave of absence, a year and a half after his return following a liver transplant. The leave raises questions about both his long-term prognosis and the leadership of the world’s most valuable technology company….

So, should Jobs tell all, letting shareholders and potential shareholders (and other stakeholders?) just what’s up with his health, so that everyone can adjust their decision-making accordingly? Some say a CEO has as might right to privacy as anyone else. Others say a CEO’s obligation to be transparency overrides that.

As Slate’s Annie Lowrey tells us:

While publicly traded corporations need to disclose events and changes that might “materially” affect the company, the Securities and Exchange Commission does not specifically require disclosures about CEO health. That vagueness in the law means that Apple has remained within the letter of the law with its disclosures….

I don’t have a strong view on this, but here are some thoughts:

1) Information is good; it’s what lets markets operate more rather than less efficiently. But a big part of what matters most is equal access to information, and so far there’s no worry about that here, as far as I can see. (It may be that some are worried that top insiders will trade Apple’s stock based on their insider knowledge. Doing so would probably be illegal, and hence very dangerous.)

2) Health is a spectrum. There are people in the pink of health, and people on death’s doorstep, and everything in between. All CEOs are somewhere on that spectrum, and there’s simply no clear line beyond which a CEO’s health becomes a worry. So if Steve Jobs needs to disclose his diagnosis, the same likely goes for all CEOs (and other senior executives?) Note also that medical prognosis is as much art as science. So even if, say, Jobs were to reveal that his doctors were giving him a year to live — well, frankly, that could mean he’d be dead in a month or in 5 years. We have good evidence that doctors just aren’t good at making those estimates.

3) The basic, crucial info — that Jobs has ongoing health problems, likely quite serious ones — is already out there. As a former SEC chair Arthur Levitt says,

Jobs going on medical leave sends a message to the market,” Levitt continues. “An intelligent investor should know the risks of Jobs having a relapse. For the board to opine on what the extent of the illness is right now I don’t think is really necessary.”

In the end, I guess I’m most worried about the slippery slope, here. There are lots of things investors could want to know, and lots of things they could argue they need to know. But that doesn’t mean we want to push on down that road.

The Purpose of a Manager

What is the “purpose” of a manager? In particular, what is the purpose (or goal or objective) of a corporate manager (i.e., any manager, at any level, within a corporation)?

The preamble of the MBA Oath echoes one common sentiment when it says, “my purpose as a manager is to serve the greater good by bringing people and resources together to create value that no single individual can create alone.” [emphasis added]

Is that really the case? Is there a good argument for that point of view?

Let’s consider 3 possible answers to the question of what a manager’s purpose is (in the ethically-relevant sense of that word).

  1. The purpose of a manager is to do whatever s/he was hired to do, which is probably (for standard business corporations) to do his/her best to help the corporation make a profit (and to implement whatever charitable / CSR-type plans the company’s bosses see as appropriate);
  2. The purpose of a manager is to serve the greater good; and
  3. The purpose of a manager is to pursue his/her own interests.

Which of these is right? Do we need to choose? Can they all be right at once? If and when they conflict, which should take priority?

Let’s try a thought experiment, a bit of fiction to stimulate our intuitions.

Imagine I own and operate a small but productive apple orchard, employing say a dozen people to help me harvest and ship the apples. But imagine that, at some point, I get offered an attractive job in the city, one that is inconsistent with continuing also to run an orchard. Imagine that, rather than sell the orchard, I decide to hire a manager to take care of it in my absence. So I leave the company in her hands, and move to the city. Once month or so, we talk by phone, so that she can tell me how things are going and so that she can ask what my wishes are about high-level strategy, etc. And at the end of the year, she sends me whatever money is made from the sale of apples, minus operating costs (including the cost of materials and equipment, her own salary and the wages of the other employees, etc.).

Now, ask yourself: what is this manager’s purpose? What objectives should she work towards?

Well, surely she has as one of her goals making a living. That, after all, would likely be why she took the job in the first place. So she has her own “purposes.” But those surely can’t be ethically overriding. For example, what should she do with the money derived from the crop of apples after she has taken her own salary and paid other expenses? Can she use that money for her own purposes? Surely not. (Preventing that sort of self-serving move is a big part of the point of the system of corporate governance that bigger, more complicated organizations need to put in place.) The most obvious answer (though not the only alternative) is that she should send that money to me. They are, after all, my apples, grown on my trees on my land, and I’m the one who hired her to manage the operation for me.

What about the notion of serving the greater good? In our story, I’ve now got a good job in the city. Surely there are others in the community in which the orchard is situated that could use the leftover money more than I could. In that sense, it would serve “the greater good” for the manager to give that money to them. Or she might instead be tempted to give a really big raise to my apple-pickers. (Let’s assume they already make a decent “living wage,” but a big raise would allow them something closer to the affluent middle-class lifestyle that I myself already enjoy.) But surely — given that they’re my apples to start with — my manager ought at least to ask me, first, before giving my money away? Doing anything other than sending the money to me would amount to embezzlement, or at very least misuse of funds. But how do we square that with the appealing notion that being a manager involves contributing to the greater good?

We can get closer to the answer by noting that there’s a complication in the statement about a “manager’s purpose” in the bit of the MBA Oath quoted above, a complication that I’ve ignored so far. The Oath says that “my purpose as a manager is to serve the greater good by bringing people and resources together to create value that no single individual can create alone.” In other words, the Oath also suggests the mechanism by which managers are to serve the greater good.

Working that provision into our story: the manager I employ can be seen as serving “the greater good” by doing a good job of managing my orchard. If she does that well, she’ll produce a valued food product, contributing to the well-being of everyone who likes apples. If she manages to keep the business going in a sustained manner, she’ll also help keep a dozen people gainfully employed. And also by doing so, she will hopefully generate a profit for me (out of which I may well contribute to various charities, or simply buy things, thereby contributing to keeping other people employed). If she can’t do that, I’m likely to replace her with someone who can, or shut down the orchard entirely. And who benefits from that?

Deadly Crashes, “Agency Theory” & the Challenges of Management

Sometimes for a corporation to “do the right thing” requires excellent execution of millions of tasks by thousands of employees. It thus requires not just good intentions, but good management skills, too.

For an example, consider the story of the crash of a Concorde supersonic jet a decade ago. The conditions leading up to the crash were complex, but one factor (according to the court) was negligence on the part of an aircraft mechanic. Whether (or to what extent) that mechanic’s employer is responsible for that negligence, and hence at least partly responsible for the crash, is a difficult matter.

Here’s the story Saskya Vandoorne, for CNN: Continental Airlines and mechanic guilty in deadly Concorde crash

The fiery crash that brought down a Concorde supersonic jet in 2000, killing 113 people, was caused partially by the criminal negligence of Continental Airlines and a mechanic who works for the company, a French court ruled Monday.

Continental Airlines was fined 202,000 euros ($268,400) and ordered to pay 1 million euros to Air France, which operated the doomed flight.

Mechanic John Taylor received a fine of 2,000 euros ($2,656) and a 15-month suspended prison sentence for involuntary manslaughter….

I don’t know the details of this story well enough to have any sense of whether the mechanic in this case really did act negligently. But what intrigues me, here, is the issue of corporate culpability. Note the difficulty faced by airline executives who (for the sake of argument) want desperately to achieve 100% efficiency and never, ever to risk anyone’s life. In order to achieve those goals, executives have to organize and motivate hundreds or perhaps thousands of employees. They need to design and administer a chain of command and a set of working conditions (including a system of pay) that is as likely as possible to result in all those employees diligently doing their very best, all of the time. That challenge is the subject of an entire body of political & economic theory known as “agency theory.”

Agency theory and the various mechanisms available to motivate employees in the right direction are things that every well-trained business student knows about, because those are central challenges of managing any corporation, or even any small team. What is recognized too seldom, I think, is just how central a role agency problems play in assessing and responding to ethical challenges in particular.

MBA Ethics Education: All Decisions are Ethics Decisions

This is the third in a series of blog entries on ethics education for MBA students (the first two are here and here).

One of the key challenges involved in teaching MBA students about ethics is to figure out just what the scope of the topic is. Just which issues are “ethical issues?”

As management guru Peter Drucker once pointed out, “there are no finance decisions, tax decisions, or marketing decisions; only business decisions.”* In other words, decisions that seem to be about a particular aspect of a business cannot (or at least should not) be made as if they have nothing to do with other aspects of the business. And decisions taken by people who are primarily responsible for one area (e.g., marketing) cannot be made as if they have no implications for the work of people in other areas — or as if those decisions could not benefit from input from those other areas. Likewise, the leaders of a company cannot plausibly delegate such decisions and thereby wash their hands of them. Delegation may be necessary, but it can never be complete. A tax decision or a product design decision is not “merely” a tax decision or a product design decision — it is a decision that can affect the fate of the company as a whole.

In a similar vein, it’s worth pointing out that there really is no clear distinction between “ethical” decisions in business and straightforward business decisions. Every decision made within or by a business affects someone. HR decisions have a clear ethical component, as do decisions about things like purchasing (recycled paper or no?) and waste disposal. A decision to allocate resources — money, time, authority — to one person or project is inevitably going to advantage some over others. Even design decisions privilege one view about what is beautiful or useful over others, and what kinds of tradeoffs to make between, for example, price and utility and simplicity. Those are ethical matters. Essentially if any individual or group is helped or harmed, if rights or privileges are at stake, then it is an ethical decision. As a result, it is hard to think of any decision made in business that has no ethical element to it. For this reason, it is wrong to think of “ethical” decisions as some quirky species of decisions. All business decisions are ethical decisions. Of course, it is true that some decisions will present themselves as “ethical” decisions because the stakes are so high, or because the values involved conflict so significantly. So it makes a kind of intuitive sense to call those kinds of decisions “ethical decisions.” But we shouldn’t be misled, by that shorthand way of speaking, into thinking that other decisions don’t have an ethical component.

The dilemma this poses for business education is this: should business students (MBA students in particular) be required to take a separate course in ethics, or should ethics somehow be made part of each of the courses that an MBA student takes? Both approaches have their downsides. On one hand, designating (and requiring) a course on ethics establishes the topic as a serious topic, one to be taught to MBA students alongside Finance and Marketing and Strategy and so on. But if you put ethics into a separate course, you risk ghettoizing the topic, and implicitly encourage professors in other disciplines to say things like, “Don’t worry about the ethics, here — you’ll learn that in your ethics course.” But there are risks inherent in the alternative strategy, too. If you try to weave a bit of ethics into every course, then ethics ends up being taught by profs who may not have any particular expertise in, or passion for, the topic. Indeed, ethics may get pushed to the end of the syllabus, and may have a tendency to fall off the agenda altogether when other topics take longer than expected.

Ideally, an MBA program should probably have both — a dedicated ethics class as well as a concern for ethics woven throughout the curriculum. Ultimately, an integrative approach is required. That means designing a curriculum that finds ways to weave ethics into classes on Accounting and Organizational Behaviour, but that likewise takes Accounting and OB seriously in the way it teaches ethics.

*Drucker is quoted in Roger L. Martin’s 2007 book, The Opposable Mind: How Successful Leaders Win Through Integrative Thinking, (p. 79). Martin is Dean of the Rotman School of Management.

MBA Ethics Education: Avoiding Excuses

This is the second in a series of blog postings on ethics education for MBA students.

We all want MBA students to leave school with a good chance of being able to do the right thing when the going gets tough. Sometimes, doing the right thing simply requires that we avoid the temptation to do the wrong thing. Positive role models are definitely a good thing, but we also need to understand why things sometimes go wrong.

We can gain insight into that by looking at why it is that people do bad things in the first place. The best short treatment of that topic that I know of, as it applies to Business Ethics, is a paper by my pal Joseph Heath.* Business seems to be, in Heath’s words, a “criminogenic” setting (i.e., a setting that seems to generate criminal behaviour, along with other forms of wrongdoing). If we want to improve ethical conduct in business, we need to understand what characteristics of the world of business are responsible for that pattern.

Heath points out that most of the “folk” theories of wrongdoing have long since been dispensed with by the experts who have spent the most time studying the topic, namely criminologists. Those folk theories hold that wrongdoing is caused 1) by defects of character, 2) by greed, or 3) by deviant values. But the available evidence just doesn’t support any of those explanations. That’s not to say that those things never play a role; it’s just to say that none of those 3 provides anything like a general explanation for wrongdoing. Instead, the existing criminological literature points to the fact that wrongdoers exhibit patterns of “neutralization” with regards to their crimes. That is, they describe their behaviour differently than an observer would. They define words differently, in order to attempt to rationalize their behaviour. In essence, what this allows them to do is to admit that they did the thing, without admitting that it was actually wrong.

The following are the “techniques of neutralization” that Heath gleans from the criminological literature:

  • Denial of responsibility — e.g., “I had no choice!”;
  • Denial of injury — e.g., “No one really got hurt anyway”;
  • Denial of the victim — e.g., “They just got what they deserved.”;
  • Condemning the condemners — e.g., “Those who accuse me are just out to get me.”;
  • Appeal to higher loyalties — e.g., “I have a family to support!”;
  • “Everyone else is doing it;”
  • Claim to entitlement — e.g., “I built this company, I can do what I want!”

The final section of Heath’s paper deals briefly with business ethics education. He argues that what we know about the genesis of wrongdoing has clear implications for what we teach in business ethics classes. The techniques of neutralization are psychologically attractive, but in most cases they are logically faulty. So we need to teach business students to recognize them, and to recognize why they are faulty. (I’ve got lots to say on how to do that, but I’ll leave it for another time.)

Even more important, perhaps, Heath nods to the role of managers as designers. (See also yesterday’s blog entry, “MBA Ethics Education: Designing the Designers”.) The fact that managers are involved in the design of the work environments they manage implies that they need to be taught how to incorporate an understanding of the significance of techniques of neutralization into their design choices. They need the tools with which to build work environments in which certain kinds of excuses, in other words, are psychologically unattractive and socially unacceptable.
*See Joseph Heath’s “Business Ethics and Moral Motivation: A Criminological Perspective,” Journal of Business Ethics 83:4, 2008. Here’s the abstract.

Management Ethics & Oaths Without Professionalization

Here’s a piece I wrote as part of a debate on the MBA Oath, in a recent Canadian Business magazine: The MBA oath helps remind graduates of their ethical obligations.

In the article, I express the view that the MBA Oath, in its current incarnation, is “not a revolutionary thing, not a perfect thing, [but] definitely a good thing.” The real thrust of my defence of the Oath is that most of the criticisms of it are simply off-base. Critics either expect too much of a simple oath, or conversely underestimate the value of having people stand up and say “I promise.”

My conclusion:

But overall, the main problem with the MBA oath isn’t really a problem with the oath at all — it’s a problem with people’s expectations. Dismissive critics say that no oath will solve the deep and abiding moral problems that beset the world of business. That’s surely true, but no one could seriously have thought otherwise. It’s trite, but also true, to say that the world of business is increasingly complex. The ethical demands on business are higher than ever. In particular, business executives are called upon with increasing regularity to account for their actions and their policies, and to justify them to an increasing range of stakeholders. Add to that the enormous, lingering cultural rift regarding the proper role of corporations and markets. The MBA oath is of course not going to solve all of the ethical challenges that arise in such a context. Nor is it going to ensure that none of its signatories ever crosses the line into regrettable or disreputable or even disgraceful behaviour. But if given half a chance, the MBA oath might just turn out to play a small but not insignificant role in keeping the discussion alive.

Now, I do think there are some valid criticisms of the MBA Oath. One kind of criticism has to do with its content. I think, for example, that the Oath needs to be more clear regarding the balancing of the interests of various stakeholders. Note also that the current version of the Oath has MBA’s swearing not to engage in “business practices harmful to society”, a category so broa and contentious as to provide practically zero moral guidance.

But another set of criticisms has to do not with the Oath’s content, but with the its goals. At least some supporters of the Oath liken it to the Hippocratic Oath, and look to the day when Management can take its place alongside professions like Medicine, law, Accounting, and others. That, I think, is a mistake.

To see why, you can begin with this very recent piece by Ben W. Heineman, Jr., on his Harvard Business Review Blog: Management as a Profession: A Business Lawyer’s Critique.

Heineman’s focus isn’t on the question of oaths, but (as the title implies) on the question of professionalism more generally. He suggests that people who promote ethics in management by analogy to the professions misunderstand the nature of professionalism — and in particular, misunderstand his own profession, law. Heineman agrees that business schools face serious ethical questions. But, he says:

…these significant questions for business schools can be addressed without putting them in a context of the imperfect and potentially misleading analogy to legal professionalism

Another view on the question of professionalism is provided by Roger Martin (Dean of the Rotman School of Management), on his Harvard Business Review Blog: Management Is Not a Profession — But It Can Be Taught.

Martin points out two key characteristics of “the professions,” as those are traditionally understood. One is information asymmetry — basically, professionals like physicians and lawyers know stuff that their patients or clients generally do not. For example, I can of course look up basic facts of anatomy on Wikipedia, but it takes a trained dermatologist to tell me if that little bump is a harmless cyst or a potentially-deadly carcinoma.

The other element of professionalism that Martin points to is regulation. Information asymmetry is a problem in lots of industries, but only in some cases does it result in professionalization:

[When such a service]…is delivered by an identifiable individual practitioner, it tends to become a regulated profession. Doctors are regulated professionals because if they screw up, people die….

So, failure by identifiable individuals, says Martin, is the key:

The higher the cost of failure, the more likely the individual practice in question is to become a regulated profession.

That, he says, is why managers are unlikely every to be professionals in the narrow sense. For managers…

…[f]ailure is seen as the product of a team of managers doing a poor job in concert, rather than the product of one manager. Of course, CEOs get singled out for disproportionate blame. But the question is not whether being a CEO should be a profession but rather whether management should be a profession.

Of course, none of this is to say that managers can’t be expected to behave “like professionals” or to “conduct themselves in a professional manner,” in the looser sense of the word “professional.” The information asymmetry that exists between corporate managers and (for example) the company’s shareholders is very considerable, and it ought to be seen as bringing real responsibilities. The same goes for most front-line workers; lacking high-level business education and lacking direct access to the company’s books, they are left to trust senior managers to keep the company solvent in order to maintain job security. Being a manager may not make you a professional, but it is an awful lot like being a professional, in ethically-important ways. It is in that looser sense that the MBA Oath ought to be understood as seeking to instill in MBAs a sense of professionalism.

(p.s. I blogged about this back in May of 2009: Harvard Students Take Ethics Pledge.)

Wall Street (1987) — “Greed is Good”

I just re-watched the original 1987 film, Wall Street. (The sequel, Wall Street: Money Never Sleeps, is in theatres now, and apparently doing very well.)

In the original Wall Street, Michael Douglas’s character, Gordon Gekko, is a corporate raider — essentially, he buys up underperforming companies, breaks them up and sells their parts at a healthy profit. What drives him? Greed, pure and simple. In one scene, Gekko appears at the annual shareholders’ meeting being held by Teldar Paper. Gekko owns shares, but wants more. He wants control of the company, though his motives for doing so are hidden. It is there that he delivers the speech that includes the movie’s most famous line. “Greed,” he tells the shareholders of Teldar, “is good.”

That line is the only thing a lot of people alive in the 80’s remember about Wall Street. And that’s a shame.

Here’s Gordon Gekko’s famous “Greed is good” speech, in its entirety:

Teldar Paper, Mr. Cromwell, Teldar Paper has 33 different vice presidents each earning over 200 thousand dollars a year. Now, I have spent the last two months analyzing what all these guys do, and I still can’t figure it out. One thing I do know is that our paper company lost 110 million dollars last year, and I’ll bet that half of that was spent in all the paperwork going back and forth between all these vice presidents. The new law of evolution in corporate America seems to be survival of the unfittest. Well, in my book you either do it right or you get eliminated. In the last seven deals that I’ve been involved with, there were 2.5 million stockholders who have made a pretax profit of 12 billion dollars. Thank you. I am not a destroyer of companies. I am a liberator of them! The point is, ladies and gentleman, that greed, for lack of a better word, is good. Greed is right, greed works. Greed clarifies, cuts through, and captures the essence of the evolutionary spirit. Greed, in all of its forms; greed for life, for money, for love, knowledge has marked the upward surge of mankind. And greed, you mark my words, will not only save Teldar Paper, but that other malfunctioning corporation called the USA. Thank you very much.

The first thing to note about this speech is how little of it is actually about greed — roughly the last third of the speech. The first two thirds is a critique (disingenuous, as it happens, but not therefore off-target) of the complacency of overpaid corporate executives. Gekko is advising Teldar’s shareholders that the people responsible for protecting their interests — Teldar’s executives and Board — have been doing a bad job.

How does that first part relate to the final third of the speech, the part about greed being good? Well, it’s worth noting that when Gekko first uses the word “greed,” he does so “for lack of a better word.” And Gekko, one-dimensional character that he is, probably does lack a better word for it. For him, it really is greed — the unseemly and excessive love of money. But Teldar’s shareholders don’t need personally to embrace greed in the Gordon Gekko sense. All they need to do is to see that their interests are not being served well, and to understand that Gekko’s own greed is likely to serve them better: he wants to make a killing on the Teldar deal, and if they let him do so, they’ll all make a little money themselves, along the way. His greed is good for them.

Is Gekko’s greed a good thing over all? Well, Gekko says nothing, in his speech, about the interests of other stakeholders in Teldar Paper, stakeholders such as the company’s employees for example. If Gekko breaks up the company, shareholders may benefit but employees will lose jobs. That’s a bad thing, but it’s also sometimes inevitable. Not all companies should stay in business.

No, greed is not good. But the point — the grain of truth in Gordon Gekko’s Machiavellian speech — is that if shareholders allow executives and Boards to operate inefficiently, rather than using what little power they have to improve their lot, then they are suckers, being taken for a ride. And there’s no particular virtue in that.

When Personal Problems Become Business Problems

A divorce is a very private thing, except of course when it isn’t. And an employee’s (or executive’s) private struggles are, well, private — except when various kinds of business analysts start taking notice of those struggles.

Case in point: the bitter lawsuit over the terms of the difficult divorce of Elon Musk, one of the co-founders of PayPal and current CEO of Tesla Motors. For an outline of why the divorce resulted in a lawsuit, see this blog entry, by Jeanette Bicknell: Challenge to Confidentiality in Mediation? Basically, Musk’s ex-wife, Justine, is challenging the terms of the divorce settlement, and it looks likely to be a long, drawn out court battle.

The whole thing is a sad event for the former couple (and their 5 children) but it is also presenting problems for at least one of Mr. Musk’s companies, Tesla. See this piece from auto-industry website FutureCars: Could Elon Musk’s Divorce Affect Tesla’s IPO?

Sources are saying that the upcoming Tesla Initial Public Offering will be for between $1 and $1.5 billion or $10-$12/share, but all of this could be in jeopardy because of CEO Elon Musk’s pending divorce.

So the problem here is more than just the worry that an ugly personal battle is. And it’s not just the worry that Musk’s personal issues are a distraction from his management duties, though that has been suggested. No, according to the FutureCars story, Musk’s bitter divorce could have very serious implications for Tesla Motors, particularly if the court decides that Mr. Musk has to give some of his stock portfolio to his ex-wife:

If [Musk] did lose a large shareholding, that would default Tesla’s recent Department of Energy loan and could cause the S-1 filing for IPO to go in the round file….

So, the question for discussion: do investors in Tesla have the right to tell Mr. Musk to get on with it and settle the lawsuit with his ex-wife? Are investors (or employees, for that matter) essentially stakeholders in the Musk vs Musk court battle? Or is that an entirely personal matter, and none of investors’ business?

p.s., for those of you worried more about Mr. Musk’s emotional state than the financial well-being of his companies, fear not: he just recently celebrated his marriage to Hollywood starlet Talulah Riley.

Competence, Ethics & HP’s Board

HP logoA corporation’s Board of Directors has a fiduciary duty to represent the interests of the company’s shareholders. In particular, the Board does that by selecting a CEO (and sometimes by participating in selection of other members of the management team) and by helping set the company’s strategic course. The work they do is of crucial economic importance — both to investors (to whom they are directly accountable) and to the functioning of the economy more generally. But (or maybe precisely for that reason) good governance and board effectiveness are also ethical issues.

By way of illustration, take a look at the recent controversy over the departure of Mark Hurd as CEO of Hewlett-Packard.

The short version: HP’s (now former) CEO, Mark Hurd, got caught fudging his expense reports. Sexual improprieties were also implied. So, the Board fired Hurd, and payed him a huge severance package. Then just a month later he joined HP’s rival, Oracle, which was very bad news for HP. Now HP’s Board is suing Hurd. It’s a huge mess, and much of it reflects badly on HP’s Board. See, for example, Joe Nocera’s recent piece in the NYT: H.P.’s Blundering Board

The Hewlett-Packard board is back to doing what it does best: shooting itself in the foot. By filing an embarrassing lawsuit against the company’s former chief executive, Mark V. Hurd, this week — a suit that unwittingly highlights the mistakes it made in the way it let Mr. Hurd go — the H.P. board can now lay claim, officially, to the title of the Most Inept Board in America….

I’m not qualified to judge HP’s Board from a strict governance point of view. But the governance experts quoted by Nocera seem convinced that the Board is, shall we say, not exactly doing a bang-up job. What should we say about that from the point of view of ethics?

To begin, we should note that ineptness itself is not generally considered unethical. We generally are not to blame for our own weaknesses. If you’re physically clumsy, then it’s not your fault that you’re not good at juggling. If you have no mind for numbers, then it’s not your fault that you don’t excel in math.

But there are exceptions to that general rule.

In fact, there are at least two factors that can allow us to hold an individual or group responsible for ineptness. One of those is the fact of having voluntarily taken on a job that you knew would require certain talents and aptitudes. If you know you’re prone to clumsiness, you shouldn’t take a job requiring dextrous manipulation of, say, dangerous chemicals. Likewise, you shouldn’t take a position on the Board of Directors of a major corporation if you don’t have the wisdom and strategic skills such a position demands. Unfortunately, with things like wisdom there’s a difficult catch-22: some people aren’t clever enough to realize that they’re not clever enough to be on a corporate Board. (Note that I’m not accusing anyone on HP’s Board of lacking the requisite talent; I’m merely outlining the ways in which one can be held responsible for incompetence.)

A second factor that can justify holding someone responsible for their own level of competence is the availability of relevant training. If they have reason to think their skills are not what they could be, and if relevant training is available, and if they have not availed themselves of it, then they are culpable for the resulting deficits. Now, being on a modern corporate Board is no trivial task. Corporate Boards are no longer the window dressing they once were. Business today is increasingly complex, and so being on a Board today requires a lot of knowledge (about business and law and regulations and so on and so on). So, there are organizations out there that are set up to provide training. (In Canada, we have this and this, for example.) Now, it’s not clear that Board training would have helped HP’s Board avoid the errors it apparently made in dealing with Hurd. Again, I’m merely trying to outline the conditions under which a lack of skill (something others have accused them of) becomes something ethically problematic.

In the end, the point is this. Modern Boards face enormous challenges. And while we most often think of corporate governance as a legal matter and as a matter of interest to shareholders, in the end it is really about making sure that the right decisions get made by the right people for the right reasons. Add to that the fact that executive decisions have the potential to have enormous impact — financial and otherwise — on people both inside and outside the corporation, and it becomes easy to see why governance must be considered an ethical issue as well.

Note: edited on Sept 17, 2010 to correct 2 places where I had accidentally typed “BP” instead of “HP”.

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