Con Keating: Bad governance

by

22 Aug 2014

This past year inequality has become an issue in financial  markets, and has coincided  with an unprecedented groundswell  of shareholder activism –  to little noticeable real effect.  Good governance is widely advanced as a cure for almost  all of the perceived ills.

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This past year inequality has become an issue in financial  markets, and has coincided  with an unprecedented groundswell  of shareholder activism –  to little noticeable real effect.  Good governance is widely advanced as a cure for almost  all of the perceived ills.

This past year inequality has become an issue in financial  markets, and has coincided  with an unprecedented groundswell  of shareholder activism –  to little noticeable real effect.  Good governance is widely advanced as a cure for almost  all of the perceived ills.

Unfortunately, in all too many cases the civic responsibility now being demonstrated and publicised is little more than  marketing intended to improve  the brand image. The underlying business models for many of these “responsible” companies remain firmly  rooted  in their exploitative and  rent-seeking pasts. In the sustainability world, these tactics  have acquired the  soubriquet  “green wash”. We should not forget that brand image serves as a barrier to entry and less competitive markets.

SHAREHOLDER RIGHTS 

The “winner takes all” nature of much technological change offers little prospect of change  or improvement. The organisation  of the activities of these  companies to avoid paying  taxes,  even though they are  exploiting  government developed  intellectual property and  infrastructure, is a depressing  portent.

Although the shareholder  primacy  view of corporate  organisation  has been widely  questioned and discredited, the  changes in regulation and recommended  best practice  aimed at improving governance  that have been proposed and  implemented all take this  shareholder view – just read the  Walker Review and the subsequent  Stewardship Code and  the Corporate Governance  Code.

Even the new London listing rules revolve around and reinforce a related idea, one share one vote. Differential stakeholder approaches, such as A and B shares, are difficult to implement in such frameworks.  Shareholders do not own companies.  In fact, shareholders possess very few of the bundle of property rights that constitute ownership; John Kay lists eleven rights of which only two or three are satisfied for shareholders.

Even the remedies of principal-agent models of governance break down in the presence of widely dispersed  shareholders.  Symptoms such as short-termism have been widely recognised, but little has been done beyond exhortations addressed at shareholders. It is not even evident that shareholders have the control rights needed to achieve the objectives sought.

DEEP DISTRUST 

In the UK, there has long been a profound distrust of the alternative stakeholder model.  The late 1970s Bullock Report recommended greater stakeholder involvement in the direction and management of UK companies, and sank without trace. At the time, even the Trade Union movement rejected its ideas.

This suspicion is surprising given that there is a considerable body of evidence that employee ownership improves corporate performance.  Indeed, we seem to have forgotten that much of the commercial success of Japan in  the 1970s and 1980s stemmed  from the degree of input and  control of workers over the  manufacturing process. Of course, it is now UK government policy to promote  employee  ownership, and a  range of tax incentives has been  introduced.

One favourite example of the shareholder paradigm is the movement away from the provision  of occupational DB  pensions to the provision of  DC. This involves yet more financialisation of our economy  and the foisting of risks upon  employees that they are unwilling  and unable to manage. The alienation of employees, customers or suppliers cannot be good business.

The prospect is even more alarming; if we do not find ways to resolve these  issues,  we can expect government  to impose “solutions” –  the effects of which could only too easily be catastrophic.

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