U. S. Steel in Kosice, Slovakia: Corporate Social Responsibility Challenges Ray Jones, Ph.D – Assistant Professor of Business Administration University of Pittsburgh – Katz School of Business and Larry G. Schultz – Senior Vice President & Controller (Retired) United States Steel Corporation Disclaimer: This case is based on fact and research but is a condensed account of actual events and circumstances for an educational case study format. Overview – A Set of Tough Challenges for U. S. Steel In November 2000, U. S. Steel purchased the steel assets of the VSZ a.s. company in Kosice, Slovakia. U. S. Steel had spent over two decades shrinking its domestic steel business and, in the late 1990’s began to look for opportunities to expand beyond the tough American steel market. VSZ was by far the largest steel producer in Slovakia, and had been one of the largest steel producers in Central Europe at the end of the Soviet era. The first step in the acquisition was accomplished in February 1998 after the head of U. S. Steel’s engineering and consulting subsidiary (UEC) identified significant business potential in Slovakia, which, along with the other countries in Central Europe, was moving away from years of Soviet domination. At that time, U. S. Steel and VSZ formed a joint venture, in which U. S. Steel purchased a 50 percent interest in a tin coating production line within the VSZ plant and the joint venture committed to build a second tin line at the plant. The joint venture targeted growing Central European demand for tin coated steel for food and drink containers. After the joint venture formation, the U. S. Steel consulting team from UEC continued work on a project to help VSZ improve its financial performance. During this project, the possibility of U. S. Steel acquiring all the steel assets of VSZ emerged and was pursued by an expanded team from U. S. Steel. The entire process that culminated in the November 2000 acquisition required three years and agreements with dozens of creditors of the nearly bankrupt VSZ, which had dabbled in many businesses such as hockey and soccer teams, travel agencies, and food services that were far removed from the steel business. This was a significant and, according to many, a very risky acquisition for U. S. Steel, in that the total cost was $424 million (including debt), plus a commitment to spend a minimum of $700 million before the end of 2010 for capital projects. The deal also almost doubled the total size of U. S. Steel’s workforce (adding more than 17,000 VSZ employees to the company’s 18,666), and the renamed U. S. Steel Kosice (USSK) became the second largest of U. S. Steel’s four steelproducing plants. The ownership change at USSK in late 2000 presented a fascinating set of corporate social responsibility challenges for U. S. Steel and the small team that was assigned to integrate USSK into U. S. Steel There were 17,000 mainly Slovak-speaking employees, and the previous management of VSZ had a much lower priority for issues and concerns that were of great importance to U. S. Steel, such as workplace safety, ethics, financial accountability and disclosure. The U. S. Steel team in Kosice considered implementing U. S. Steel’s business priorities with its new USSK employees as critical in assuring the success of U. S. Steel’s substantial investment in this new subsidiary. As the head of the U. S. Steel team understated during the ownership transition, “For a traditionally conservative company, this is not a conservative move. There is some risk here.” Slovakia – The Fall of the Soviet Union and the Eastern Bloc In order to understand the real nature of the challenges the U. S. Steel team faced in establishing USSK, we must first explore the context of the situation, which has its roots in the fall of the Soviet Union and the Eastern Bloc in 1989. Following World War II and during the Cold War, the term “Communist Bloc” (or “Soviet Bloc”) was used to refer to the Soviet Union and countries it either controlled or that were its allies in Central and Eastern Europe. The label "Eastern Bloc" refers specifically to the part of Europe under Soviet influence from approximately 1948 through much of 1989, which includes the Soviet Union, Poland, East Germany, Czechoslovakia, Hungary, Romania, and Bulgaria. See Appendix 1 for a map of the Soviet Union and the Eastern Bloc. Following a pattern similar to the fall of the Soviet Union in 1989, Communist rule ended in Czechoslovakia in 1989 during the peaceful “Velvet Revolution.” Subsequently, on January 1, 1993, Czechoslovakia was separated (in what is known at the “Velvet Divorce”) into the Czech Republic and Slovakia. The Czech Republic and Slovakia were the last European countries to become independent in the 20th century. As of 2009, Slovakia is an emerging market economy with one of the fastest rates of growth in the European Union and Organisation for Economic Co-operation and Development (OECD). It joined the European Union in 2004 and joined the Eurozone on January 1, 2009. The Iron Curtain – The Culture of the Eastern Bloc 2 While the countries in the Eastern Bloc were not technically governed directly by the Soviet Union, the societies of the Eastern Bloc countries each exhibited a culture that was consistent with the aims of the Soviet Union’s Communist system. As a result of this emphasis on state control, bureaucracy and planned economies, the Eastern Bloc countries were subject to what former British Prime Minister Winston Churchill labeled as “The Iron Curtain” – a totalitarian mindset that spread from the Soviet Union all throughout Central and Eastern Europe. The first recorded use of the term “iron curtain” was derived from a type of safety device used in theatres in the early 1900’s. The term was first applied as a metaphor to describe the border of communist Russia as "an impenetrable barrier" in 1920 by author Ethel Snowden in her novel, Through Bolshevik Russia. Notably, it was used as an anti-Soviet term during World War II by German Propaganda Minister Joseph Goebbels. The term was popularized after former British Prime Minister Winston Churchill used the phrase in his "Sinews of Peace" address on March 5, 1946 at Westminster College in Fulton, Missouri: From Stettin in the Baltic to Trieste in the Adriatic an "iron curtain" has descended across the Continent. Behind that line lie all the capitals of the ancient states of Central and Eastern Europe. Warsaw, Berlin, Prague, Vienna, Budapest, Belgrade, Bucharest and Sofia; all these famous cities and the populations around them lie in what I must call the Soviet sphere, and all are subject, in one form or another, not only to Soviet influence but to a very high and in some cases increasing measure of control from Moscow. As the Cold War strengthened in 1947-1953, the term gained popularity as a short-hand reference to the division of Europe. This “Iron Curtain” served to keep people in and information out, and the metaphor eventually was widely accepted throughout the West. While the term “Iron Curtain” was a metaphor, the institutions that shaped society in Eastern Bloc nations helped create a culture that closely reflected the term. In terms of political institutions, Iron Curtain bureaucracies were stifling, in that these agencies and their agents put forth a myriad of unresponsive, stubborn and self-defeating policies and practices that existed to keep citizens under the control of the state. These mechanisms were non-transparent institutions whose regulations were incomprehensible, arbitrary and capricious. As a result, citizens came to expect that it was impossible to predict decisions or outcomes from interactions with agents, which made dealing with government agencies a useless proposition. This sense of hopelessness was then reinforced by the fact that the only recourse in the system was to challenge a ruling in a court that was also itself part of the bureaucracy. 3 In addition to the existence of a powerful bureaucracy that was unresponsive and corrupt, the economies of the Eastern Bloc nations were controlled by a system that sought to create political solidarity and economic interdependence among the Soviet Union and the entire Eastern Bloc. As a result of this centralized aim, any natural markets in which goods and services were produced, priced and sold based on competition and demand were replaced by a central market based on government calculation, design and control. While the societies of Eastern Bloc nations were defined by the bureaucracy and the command economy, individual citizens did exhibit a personal will which led them to develop their own ways to pursue their needs and preferences. Ordinary citizens created a series of economic subcultures (or “informal economies”) in which they relied on personal networks for the exchange of goods, services and favors. These networks, which were virtually invisible and impenetrable to outsiders, permeated Eastern Bloc societies. As a common motto described it, “If you are not stealing from your employer, you are stealing from your family.” The biggest issue in the "Iron Curtain" society was the pervasive lack of personal freedom in nearly every facet of the lives of citizens. State institutions controlled everything from travel abroad to the specific goods that were made available in various markets. The state censored all media and engendered a controlled and secretive environment. Entrepreneurship was prohibited and the level of productivity in state-owned businesses was generally very low because of equalization practices and a general lack of individual motivation in the vast command economy. There was a significant shortage of any type of luxury goods. This wide range of factors fed "small" but widely spread corruption practices throughout society. The prevalence of the bureaucracy and command economy in the Eastern Bloc was especially problematic, as each of these countries had resources, industries and educational systems that were of sufficient value and quality to compete with one another and the West. Yet, their economies all were outpaced by the thriving market economies of Western Europe and the United States. Ultimately, doing business in the Eastern Bloc generally involved a set of collusive and corrupt practices that were accepted as “the way things are done.” Corruption as a Legacy of the Iron Curtain One of the fundamental consequences of the Iron Curtain culture in the Eastern Bloc is that, even today, the most simple tasks in life can be wrought with needless bureaucracy, and an expectation that officials must be given a personal reward or inducement to do their basic job duties. A simple task, such as getting a work permit or completing a residency application can be a complex, costly, time consuming and frustrating ordeal. This type of experience is common 4 throughout the economy, in a multitude of areas, particularly when dealing with government agencies and officials in areas related to the tax, legal, commercial, legal and accounting codes. The magnitude of the problem is immense when one considers the depth of the culture of corruption in so many areas of commerce and social life. It is a problem both for large companies trying to do business and an enormous obstacle for the average employee and the average citizen. There is a tendency to view corruption as a set of practices in which an ill-willing individual government official or company employee in an advantageous position develops a selfish expectation that he is entitled to bribes or other side payments as a precondition for his support or effort. While this view of corruption provides someone to blame, it is based on a flawed assumption that corruption occurs because of the selfishness of a few scofflaws who ignore regulations or find loopholes in the law. Contrary to this individualized characterization of corruption is the realization that corruption has been fundamentally integrated into the political, social and economic context of former Eastern Bloc societies. The bureaucratic systems of the former Eastern Bloc nations generated a system of entitlements for the individual bureaucrats who held authority in the various agencies. The economic system that was entrenched throughout the Soviet Union generated minimal incentives for individuals or firms to pursue economic growth, efficiency or productivity. Thus, the legacy of decades of Iron Curtain bureaucracy and a planned economy is a culture of corruption in the political and economic systems of the former Eastern Bloc nations and in the social existence of citizens and institutions. Naturally, it is also worth noting that corruption does not exist solely in Central and Eastern Europe. As the various corporate scandals in the U.S. have illustrated, Western nations are more than capable of spawning lawless individuals and companies that actively seek to defraud investors in the pursuit of selfish gain. In Central and Eastern Europe, however, the transitional nature of most national economies almost dictates a need to attract and retain foreign investment. As such, the existence of corruption as a central feature of these economies is both a public policy challenge and an issue of concern for businesses and individual investors that might be interested in doing business in Central or Eastern Europe. Slovakia in “Transition” - 2000 The ownership change at USSK in late 2000 presented the U. S. Steel team with a political, social and economic environment that was in the midst of “transition” away from the institutions, mechanisms and culture of corruption that were endemic to the Iron Curtain. 5 The term “transition economy” was coined following the decline of Communism in the 1990’s to describe the common features of the changing economic systems in nations from the Soviet Era. Technically, an economy in “transition” is experiencing a vast shift from a centrally planned economy toward a free market system. The predominant focal points of transition are economic liberalization (the introduction of market forces and the lowering of trade barriers), macroeconomic stabilization (where immediate high inflation from the introduction of free markets is brought under control), and the restructuring and privatization of state-owned assets and industries in order to create a financial sector and move from public to private ownership of resources. Transition economies are challenged by structural features, such as increased inequality of incomes and wealth, dramatic inflation and a fall of GDP. The transition process is typically characterized by the changing and creating of social and economic institutions, particularly those that support private enterprises. There is a vast change in the role of the state, which typically results in the creation of new Democratic governmental institutions and the promotion of private-owned enterprises, markets and independent financial institutions. According to a 1999 report from the International Monetary Fund, an economy in transition typically experiences: liberalizing economic activity, prices, and market operations, along with reallocating resources to their most efficient use; developing indirect, market-oriented instruments for macroeconomic stabilization; achieving effective enterprise management and economic efficiency, usually through privatization; imposing hard budget constraints, which provide incentives to improve efficiency; and establishing an institutional and legal framework to secure property rights, the rule of law, and transparent market-entry regulations. In 2000, Slovakia was in the midst of a transition process that was similar to the conditions faced by the other former Eastern Bloc nations. Even though progress had been made with respect to the establishment of stable political and economic institutions and the privatization of assets, the long-standing culture of corruption that had been ingrained in Iron Curtain societies was still a powerful cultural phenomenon. Even though the actual bureaucracies and political leaders from the former Communist regimes had disappeared, the concept of a professional, apolitical public service simply had yet to be developed. According to a 2000 report by the Organization for Cooperation and Economic Development, “The idea of public service in Central and Eastern European countries as it is understood in developed countries is absent.” While market reform was the predominant focus of transition economies, public administration reform lagged well behind as a secondary priority. 6 In addition to the continued existence of inhibiting bureaucracy, the transition economies of the former Eastern Bloc countries did not automatically revert to rational market-driven systems. Instead, economic systems developed around a set of practices known as “crony capitalism,” in which the privatization of the former state-owned businesses and prospects for economic expansion and reform were handled by a few well-connected political elites in each country. These individuals gained through the personal acquisition of the substantial state-owned businesses, and held central roles in facilitating or (in many cases) impeding measures for market driven economic expansion. As a result of the culture of corruption, business organizations in the midst of the transition economies of the former Eastern Bloc nations exhibited several common structural features and tendencies, including: Secretive cultures in which there was minimal information sharing or little interest in measures designed to encourage disclosure or transparency Inadequate internal communication systems, due both to the refusal to utilize technology and the lack of desire for transparency A shortage of engaged and motivated employees, as employees were used to working in positions in which they were essentially in opposition to management, and that had never been incentivized Inadequate internal control systems, particularly with respect to regulatory compliance, since regulatory compliance was viewed as something that one must do to try and avoid the arbitrary involvement of government officials and agencies Minimal attention to complex social issues and concerns such as the role of business in sustainability and environmental preservation, workplace safety, and community economic development. Quite simply, there was no role for individual businesses and individual employees in affecting the course of these issues in the Iron Curtain. The concept of business playing a vital role in society simply did not exist. In 2000, the United States Agency for International Development published a comprehensive set of surveys on corruption in government, healthcare, education and enterprise in Slovakia, which concluded that “corruption is common (in Slovakia) and affects all key sectors of the economy.” 60% of the Slovak citizens who were interviewed reported at least once in which an official requested the payment of pozornost (“gifts, tips or bribes”) in return for performing job duties or services. 7 In addition to the focus on the experiences of citizens, the survey also contains a vast amount of material on corruption in enterprises. For businesses, requests for bribes were common in several relevant areas, including licensing and regulatory bodies, courts and customs offices. More than one-third of the survey’s respondents reported incidences of bribes from officials in each of these areas. The Slovak judicial system, in particular, was identified as a major area of corruption, with enterprise respondents reporting frequent bribes in court cases and citing “slow courts” and “low execution of justice” as the most critical obstacles to doing business. On average, enterprise respondents reported that firms doing business in Slovakia should expect to pay a total amount greater than two percent of their revenues in bribes. Enterprise respondents detailed having to pay bribes frequently in banking services, business registration, import and export licensing, and construction permits. They also reported that paying bribes was an essential part of consideration for state subsidies, admitting that having political influence and connections with friends and relatives were vital factors in obtaining the subsidies. Slovakia’s “Completed” Transition It is important to note that in 2000, Slovakia was in the midst of a comprehensive transition (from 1993 to the present) that has led to the generation of a free market economy in a Democratic political system. As of 2009, major privatizations in several different industries are nearly complete, as the assets of most of the former state-owned businesses from the Soviet Era have been converted to private and public companies that trade and operate in a free market system. From the early 1990s through the mid-2000s, nations from the former Eastern Bloc each went through a decade-long period of rapid shifts away from the structures and processes of a planned economy toward a free market system. The International Monetary Fund’s three criteria for assessing the “completed” transformation to a market economy are: The stable existence of functioning fiscal institutions The establishment of public mechanisms to provide reasonable and affordable expenditure programs, including basic social safety nets for the unemployed, the sick, and the elderly The successful creation of spending programs that are financed from public revenues generated through taxation, but without imposing excessive tax burdens on the private sector. 8 According to the World Bank’s 2006 10 Years of Transition report, the eight countries which joined the European Union on May 1, 2004 (Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Slovakia, and Slovenia) had each met the three criteria at reasonable levels by 2006, so that each of the eight countries could be classified as having “completed” the transition process. Slovakia has been a member state of the European Union and NATO since 2004. As a member of the United Nations (since 1993), Slovakia was, on October 10, 2005, elected to a two-year term on the UN Security Council from 2006 to 2007. Slovakia is also a member of OECD, World Trade Organization (WTO) and other international organizations. Even though corruption still exists at various points of economic and public life in Slovakia, there has been a great shift from the culture of corruption from the days of the Iron Curtain. For example, it is not uncommon to see news reports of officials being jailed or politicians having their positions suspended or revoked because of corruption issues. This was not the case in the "old times.” Substantial economic changes such as the privatization of the banking sector, the rise of large manufacturing facilities (like VSZ) and new investments in automotive facilities have all helped to improve the transparency of the business environment. There are still instances of corruption in certain governmental agencies and in some of the remaining state-owned businesses. The U. S. Steel team in Slovakia in November of 2000 The review of the culture of corruption in Slovakia as vestiges of the Iron Curtain and the Eastern Bloc sets the tone for considering the difficult set of challenges that the U. S. Steel team in Slovakia faced in late 2000 when beginning work to integrate the employees and business of USSK. Challenge #1 – The Status of VSZ’s 17,000 Workers The most basic challenge the U. S. Steel team faced was the fact that U. S. Steel had essentially “inherited” 17,000 employees from VSZ. There had been tremendous pressure to keep the employees from the Slovak government, and the community of Kosice. VSZ had by far been Kosice’s largest and most important employer in a region that faced high unemployment and minimal alternatives for gainful employment. As part of a tax incentive arrangement negotiated with the Slovak government, U. S. Steel guaranteed that there would be no layoffs or terminations (except for normal attrition or cause) for a five-year period. At the same time, while the workers were generally well-educated and dedicated, VSZ had a bloated workforce that was far too large for its operations. A former VSZ managing director defended the overabundance of employees by contrasting this with the profits-first approach of American business, “There is no 9 way to bring American business culture here. We already have had too many changes in a short period.” There were reasons to avoid disruptions and to keep a stable workforce for a time since labor costs per hour were a fraction of costs in the U.S. and the plan was to significantly ramp up production to levels that the equipment and markets could support. One of the U. S. Steel team’s first challenges was to determine how to approach these 17,000 employees in order to communicate the expectations that U. S. Steel’s business values would be implemented at USSK. Beyond the five year “no layoff” agreement, what commitment could they reasonably make with respect to long-term job security and future opportunities? And how could they gain the commitment of the employees to implement these business values that differed from those that were in place under VSZ? The U. S. Steel team had to be concerned with the other side of the employment relationship, with respect to the employees’ motivation, effort and accountability. The reality of having 17,000 employees that were raised and socialized in the culture of corruption endemic to the former Eastern Bloc raised serious concerns over how to motivate this work force to implement required changes. What could U. S. Steel reasonably expect from these employees in terms of productivity and motivation as it attempted to ramp up sales and production levels while pursuing the launch of a $700 million 10 year capital spending plan? Would they have the motivation to implement new equipment and technology so that it could sell more stringent auto-quality steel to the growing number of auto producers in the Central European area? Challenge #2 – Establishing the Subsidiary’s Commitment to Safety While the Slovak government was deeply interested in saving and guaranteeing the jobs of the 17,000 Slovak workers, VSZ had not, in U. S. Steel’s view, paid nearly enough attention to employee safety and workplace conditions, policies and procedures that create a safe environment for all employees. This was a serious limitation, since U. S. Steel considered safety as a key building block in creating a culture that would support reliability in supplying customers with high quality products that met their needs. This focus on safety was supported by one of U. S. Steel’s basic tenets of its Code of Ethics which is to “Take responsibility for the safety of yourself and others.” In the United States, U. S. Steel had an industry-leading safety program long before U.S. safety regulations were passed in the steel industry and in other industries such as mining. Beyond the operational aspects of safety, the U. S. Steel team faced a challenge, in that these 17,000 workers had little appreciation of or even 10 awareness of the need to follow safe procedures and practices in their work. They would need to change the entire local outlook on the issue of employee safety, and in many cases would need to convince employees of the grave importance of the issue. From the U. S. Steel team’s standpoint, how could they make leapfrog improvements in safe job procedures and practices at USSK and convince 17,000 employees of the grave importance of this issue? How should they introduce the concept of employee safety to 17,000 employees who had paid much less attention to this issue in the past? Challenge #3 – Establishing the Subsidiary’s Commitment to Financial Reporting and Internal Controls The final challenge stemmed from the fact that the previous management of VSZ had paid very little attention to issues of internal control and did not have strong financial reporting practices. Slovakia’s business environment was much different from the United States, as there were troubles with corruption, organized, crime, theft of economic assets and a judicial and legal system that simply did not hold companies accountable for financial accountability and reporting standards. Despite the lack of attention to internal controls in Slovakia, maintaining internal controls and strong financial reporting practices are important parts of any successful modern business. When a company follows strict internal control standards and has strong financial reporting practices with thorough audits and an attention to compliance to regulation, this ensures that the firm’s assets are being managed and utilized properly. This reduces the possibility of corruption and waste, while creating opportunity through the fact that financial resources are used to create value for the company. U. S. Steel has also had a long-standing commitment to ethics and accountability. One of the key principles in its Code of Ethics is “Assure that financial reports are accurate and public disclosures proper.” From the U. S. Steel team’s perspective, how should they introduce strong internal controls and financial reporting requirements to a firm that has emerged from Eastern Bloc practices and never operated this way in the past? In particular, how can they establish expectations for internal control and financial reporting in a business environment that had been troubled by corruption and organized crime, without the benefit of a local legal and judicial system that protects and furthers similar standards? It is also worth noting that, while U. S. Steel was establishing USSK as a subsidiary, several major and highlypublic corporate scandals were being uncovered in the United States. Just two years after U. S. Steel acquired 11 USSK, Congress would pass Sarbanes-Oxley (SOX) requirements which applied to major U.S. firms. How should the U. S. Steel team lead USSK to implement internal controls that could be successfully tested by independent auditors for U. S. Steel’s annual audit ( and how could they prepare for the much more stringent internal control requirements under SOX?) The Task at Hand – A Consultant Team Meeting with the head of the U. S. Steel team in Slovakia As the head of the team is working his/her way through this complex set of challenges, he/she would like to talk through some of these challenges with an independent consulting team that understands the intricate relationship between corporate social performance and business operations and firm performance. You should approach your consulting assignment in this case with a strong attention to matters of corporate social responsibility, while having a strong understanding of how these issues relate to business concerns and the operations of U.S. Steel. Even though these conversations would have occurred in late 2000, U. S. Steel continued with additional major acquisitions in recent years, including steel facilities located in Serbia, Canada, and the United States. There may be additional acquisitions in the future. Beyond the direct applicability to leaders in U.S. Steel, any leader in any organization pursuing a new venture or acquisition will typically experience situations in which the new part of the organization does not necessarily have the same level of attention to corporate social responsibility concerns as one’s main organization. Works Consulted Anderson, James. 2000. Corruption in Slovakia: Results of Diagnostic Surveys. Washington, DC: United States Agency for International Development. Economist. 2008. “Talking of virtue, counting the spoons.” Economist, May 22. Feuerlicht, Ignace 1955. “A new look at the Iron Curtain.” American Speech, 30(3): 186–189. Havrylyshyn, Oleh & Wolf, Thomas. 1999. “Determinants of growth in transition countries”, Finance & Development Magazine, 36(2). Kirschbaum, Stanislav, J. 2005. A History of Slovakia: The Struggle for Survival. 12 Matthews, Robert G. 2000. “Smelting point: U. S. Steel’s plunge into Slovakia reflects urgent need to grow---risky and costly, purchase shows how competition is pressuring big players---riding in a bulletproof car.” Wall Street Journal, October 12, A.1-4. United States Steel Corporation. 2008. Code of Ethical Business Conduct – Do What’s Right. Pittsburgh, PA. Walker, Marcus. 2008. “Bulgarian steel battle heats up; murky court case involves the Mittals; The EU’s quandary.” Wall Street Journal, August 4, A.1-5. World Bank. 2006. Transition. The First Ten Years. Analysis and Lessons for Eastern Europe and the Former Soviet Union. World Bank. 2007. Slovakia – Country Brief 2007. http://go.worldbank.org/789N7W5M80 13 Appendix 1 – The Soviet Union and the Eastern Bloc 14