Accounting, Organizations and Society 29 (2004) 27–49 www.elsevier.com/locate/aos Control of inter-organizational relationships: evidence on appropriation concerns and coordination requirements Henri C. Dekker* Vrije Universiteit Amsterdam, Amsterdam Research Center in Accounting (ARCA), De Boelelaan 1105, 1081 HV Amsterdam, the Netherlands Abstract This paper presents a framework of the control of inter-organizational relationships. Building on transaction cost economics and organizational theory, two control problems are identified that arise when firms engage in interorganizational relationships: the management of appropriation concerns and the coordination of tasks. The control mechanisms used to manage these control problems and their interrelationships with informal (trust-based) mechanisms are discussed. The explanatory power of the framework is assessed by a case study of a strategic alliance between a buyer and a supplier of railway safety equipment. # 2003 Elsevier Ltd. All rights reserved. Introduction Following its widespread dispersion in practice, research into the inter-organizational relationship (IOR) is proliferating. In several social science disciplines, such as economics, strategy, organizational and management research, the IOR has become a research topic of substantial importance. Accounting researchers, however, have been slow to incorporate the concept of the IOR into their research. It has been for some years that more attention to this issue is called for (e.g. Hopwood, 1996; Otley, 1994). Since then, a few accounting studies have explored accounting and control issues in IORs, for instance in the context of international joint-ventures (Groot & Merchant, 2000), outsourcing relationships (Anderson, Glenn, & Sedatole, 2000; Gietzman, 1996; Van der * Corresponding author. Tel.: +31-20-444-6066; fax: +3120-444-6005. E-mail address: hdekker@feweb.vu.nl (H.C. Dekker). Meer-Kooistra & Vosselman, 2000) and integrative buyer–supplier arrangements (Frances & Garnsey, 1996). These boundary-spanning forms of organizing economic activities have several implications for the role of management control in and in particular between firms, as ‘‘the scope of the activity of management control is enlarged and it no longer confines within the legal boundaries of the organization’’ (Otley, 1994, p. 293). For example, with respect to buyer-supplier arrangements Otley (1994, p. 293) notes that ‘‘there is increased monitoring and control between organizations along the supply chain’’. And as Hopwood argues (1996, p. 589) ‘‘planning, budgeting and control processes flow from one organization into others, creating, as they do, a more explicit awareness of the interdependency of action and the role which joint action can play in organizational success’’. Further, the literature reports high failure rates of IORs, which are often attributed to the difficulty of managing them (Ireland, Hitt, & Vaidyanath, 2002). Management accounting and 0361-3682/03/$ - see front matter # 2003 Elsevier Ltd. All rights reserved. doi:10.1016/S0361-3682(02)00056-9 28 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 control thus seem to be of substantial importance for the management and performance of IORs. The structure chosen to govern an IOR is often argued to be critical to its success (Ittner, Larcker, Nagar, & Rajan, 1999; Osborn & Baughn, 1990) and effective governance is even argued to be a source of inter-organizational competitive advantage (Dyer & Singh, 1998; Ireland et al., 2002). Despite the extensive attention towards IOR governance in the literature, research into the actual structuring, management and control of these relationships has had less attention (Gulati & Singh, 1998; Sobrero & Schrader, 1998). To understand the management and control of IORs, and its consequences, it is suggested that researchers study and describe the coordination mechanisms and processes used for IOR management (Grandori, 1997; Ireland et al., 2002). Similarly, with respect to management accounting research, Tomkins (2001) argues that ‘‘the area warrants more empirical research with a greater emphasis upon business processes and the use of accounting in action/negotiation’’ (p. 164). This paper, in the next section, develops a framework for explaining control in IORs, which builds on transaction cost economics (TCE), organization theory and notions of formal and social control. The explanatory power of this framework is evaluated in the light of empirical evidence from a case study of a strategic alliance between a buyer and supplier on the supply and joint innovation of railway safety equipment. An in-depth analysis of the structuring, management and control of the strategic alliance is provided and then the empirical evidence is related to the constituent parts of the theoretical framework, providing an explanation of the data. This case study demonstrates the importance of acknowledging both the concepts of ‘appropriation concerns’ from TCE and ‘coordination requirements’ from organizational theory to explain the use of control mechanisms in IORs. Furthermore, the study signifies the importance of management accounting mechanisms in the management of the alliance. The paper ends with conclusions and directions for future research. The control of inter-organizational relationships Generally, when discrete market exchange is abandoned, some form of organizational relationship is crafted, either in the form of hierarchical governance, referring to one firm, or in the form of ‘hybrid governance’. Hybrid governance encompasses a variety of IOR forms, varying from joint ventures, buyer–supplier relationships, franchising and licensing agreements to inter-organizational networks. The organizational literature focuses mainly on three interrelated issues in IORs: (1) the motivations for IOR formation, (2) the choice of governance structure and (3) the effectiveness and performance of IORs (Kale, Singh, & Perlmutter, 2000). The issue of control relates directly to the second issue, the choice of governance structure. In the literature this choice has primarily been studied from a governance perspective, which, informed predominantly by transaction cost economics (TCE), predicts the institutional form chosen to govern a transaction. The governance of IORs: a transaction cost economic perspective TCE maintains that in principle a transaction can be governed by three discrete structural mechanisms: market, hierarchy or hybrid governance (Williamson, 1991).1 The choice of mechanism to govern a transaction depends on a comparative analysis of the transaction costs of these alternatives, which costs relate to writing, monitoring, adapting and enforcing contracts. Assuming equal production costs, TCE predicts that the governance structure associated with the lowest transaction costs will be chosen to govern the transaction (Williamson, 1985, 1991). Transaction costs depend on a combination of certain characteristics of the transaction taking place (i.e. asset specificity, uncertainty and frequency) and certain characteristics of human nature (i.e. bounded rationality and opportunism). When collaborating firms make investments specifically for the IOR, which have little alternative use, and 1 Speklé (2001) recently provided an analysis of how TCE can be used to inform the study of management control. H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 hence little alternative value outside the IOR, appropriation concerns arise. They therefore need to safeguard their investments from being appropriated by the potentially opportunistic other. When these investments are made in a situation characterized by uncertainty about the future state of events, over time partners may face adaptation problems as unexpected contingencies arise. However, bounded rationality limits them to write contingent claim contracts, covering every possible future contingency. Therefore, they are left with the use of incomplete contracts, which can become subject of adaptation problems and leave room for opportunistic behavior. These incomplete contracts need to be managed by alternative control mechanisms of which hierarchical controls are conceived to be particularly effective by aligning incentives, providing monitoring and realizing control by fiat (Gulati & Singh, 1998). TCE considers ‘the hybrid’ to be an intermediate form of governance, encompassing all alternative exchange mechanisms between the extremes of market and hierarchy. It is regarded as a mixture of market and hierarchical governance, as it sacrifices some of the high powered incentives of the market in favor of superior coordination and some cooperativeness of the hierarchy in favor of superior market incentives (Gulati, 1995; Williamson, 1991). The extent to which hybrid governance will resemble market or hierarchical elements depends on the magnitude of appropriation concerns. Increasing appropriation concerns lead to increasing use of hierarchical controls. In recent years TCE has received many critiques and it has been argued that for understanding IOR governance the theory has not been very useful (Larson, 1992). TCE’s main ability is to predict the form of governance structure (i.e. market, hybrid, hierarchy, or ‘the degree of hierarchical governance’) as a function of transaction characteristics (Chiles & McMackin, 1996). This prediction, however, is insufficient to adequately explain the management and control of IORs for a number of reasons. First, due to its singular focus on the notions of opportunism and transaction cost minimization TCE lacks recognition of the variety in IORs’ forms and goals. Second, TCE’s static nature has resulted in a negligence of the 29 organizational mechanisms used in IOR governance. Furthermore, due to its lack of dynamism TCE has taken little account of the social mechanisms of governance, while IORs often are embedded in a rich and influential social context. The heterogeneity of IORs: goals and forms In contrast to TCE’s treatment of the hybrid form as a homogeneous category of organization structures somewhere between market and hierarchy, in recent years it is increasingly being acknowledged that ‘the IOR’ actually comprises a rather heterogeneous phenomenon. IORs may use a wide range of transaction forms (Osborn & Baughn, 1990) and can serve a great variety of functions, of which economizing on transactions may only be a part (Osborn and Hagedoorn, 1997). Because IORs are initiated for many reasons and are structured in many ways, it can be questioned whether treating them as a generic intermediate mode between market and hierarchy is very insightful. Osborn and Hagedoorn (1997) argue that different administrative forms of IORs may better be viewed as separate and unique entities. Although Williamson (1999) agrees that economizing on transaction costs may not be the only goal of organizing transactions in particular governance forms, he argues it to be ‘‘the main case’’ (p. 1090). However, as argued by Osborn and Hagedoorn (1997), ‘‘some alliances may be designed to reduce transaction costs, but this is not their only function’’ (p.274). And ‘‘focusing exclusively on transaction costs [. . .] may hide more than it reveals’’ (p. 274). For this reason they and other authors suggest to apply different theoretical perspectives to the study of IORs, as it is unlikely that a single theoretical perspective can provide a thorough understanding of the complexities of this phenomenon (Chiles & McMackin, 1996; Smith, Carroll, & Ashford, 1995). What other purposes may control in IORs then relate to? According to Fisher (1995) in intra-firm settings ‘‘control is used to create conditions that motivate the organization to achieve desirable or predetermined outcomes’’ (p. 25). Translated to an inter-organizational setting the primary purpose of control can be described as creating the conditions 30 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 that motivate the partners in an IOR to achieve desirable or predetermined outcomes. This definition suggests that managing transaction risks is only part of the control challenges in the pursuit of desirable or predetermined outcomes. Firms establish IORs for realizing mutually beneficial outcomes by cooperatively performing valuecreating activities (Borys & Jemison, 1989; Dyer & Singh, 1998; Zajac & Olsen, 1993). When adopting a value-creation perspective on IORs, then TCE’s value-appropriation concerns reduce to only a subset of organizational issues in IORs. To create transactional value, IOR partners pool resources, determine tasks to be performed and decide on a division of labor. The resulting interdependence between the subtasks the partners agree to perform subsequently needs to be coordinated across organizational boundaries to ensure a fit between their points of contact. A second purpose of control in IORs therefore can be described as the coordination of interdependent tasks between partners. Different logics of value creation, as determined by the strategic rationale of an IOR, result in different levels of interdependence, requiring different degrees of mutual adaptation and adjustment (Borys & Jemison, 1989). As the IOR’s tasks become more interdependent and more uncertain, the need for coordination and joint decision making increases (Dyer, 1996; Galbraith, 1977; Gulati & Singh, 1998; Thompson, 1967). Hierarchical control mechanisms are considered to be effective mechanisms to manage increasing information processing requirements (Galbraith, 1977; Gulati & Singh, 1998; Thompson, 1967). Consequently, different (higher) degrees of interdependence result in different (more complex) administrative forms of organization. Gulati and Singh (1998) stress the importance of using control mechanisms for managing task interdependence by arguing that ‘‘concerns about anticipated coordination costs are particularly salient in alliances, which can entail significant coordination of activities between partners and yet have to be managed without the benefit of the structure and systems available in traditional hierarchies’’ (p. 784). In addition, task characteristics influence appropriation concerns, as more complex and uncertain tasks lead to increasing contracting difficulties (Anderson et al., 2000). The level of interdependence in IORs can vary from very low, requiring few coordination efforts, to very high, requiring continuous communication and decision making between partners. This can be described well by Thompson’s (1967) categorization of pooled, sequential and reciprocal interdependence. In IORs characterized by pooled interdependence each partner renders a discrete contribution to and can draw from the common pool of resources (Thompson, 1967). Coordination requirements are low as partners have little need for any ordering of activities. In a situation of sequential interdependence, for instance a typical buyer–supplier relationship, resources are transferred from one partner to another and coordination is characterized by ensuring an appropriate fit between the points of contact (Borys & Jemison, 1989), for instance by crossactivity programming (Grandori, 1997; Thompson, 1967). IORs characterized by reciprocal interdependence, in which partners’ activities are necessary inputs for each other’s activities, generally ask for fit between a wider range of partner operations and require more complex coordination mechanisms for communication and ongoing adjustment to each other’s situation (Borys & Jemison, 1989). Examples are IORs focusing on sharing complementary technology, jointly reducing innovation time and jointly developing new technology, in which partners actively seek to deepen and broaden skills or to learn and develop new skills (Gulati & Singh, 1998). Summarizing, appropriation concerns and coordination requirements are powerful concepts in explaining IOR management and control, by jointly describing collaborating firms’ need to manage the creation and to safeguard the appropriation of value.2 Governance mechanisms are useful in the management of these problems. 2 Tomkins (2001) recently described two similar management problems in relationships, alliances and networks, which he labels ‘the generation of trust’ (i.e. the management of appropriation concerns) and ‘the mastery of events’ (i.e. the coordination of activities). The framework in this paper provides a theoretical rationale for the presence and magnitude of those two problems in IORs and the use of control mechanisms, which he labels as ‘type I’ and ‘type II’ information. H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 The mechanisms of governance A second limitation of TCE for adequately explaining IOR control lies in its recognition of the mechanisms of governance. As a consequence of TCE’s singular focus on the notion of opportunism, the primary mechanisms to govern IORs or ‘hybrid forms’ are often considered to consist only of legal and private ordering (Nooteboom, Berger, & Noorderhaven, 1997). Legal ordering comprises the writing and third party enforcement of contractual agreements. Private ordering comprises formal self-enforcing mechanisms or ‘hostages’ created intentionally to align the economic incentives of the transacting parties, such as equity stakes and symmetrical investments in specialized assets. This primarily contractual view of governance is incomplete, as it lacks the examination of the organizational mechanisms of governance (Grandori, 1997; Sobrero & Schrader, 1998; Zaheer & Venkatraman, 1995; Zajac & Olsen, 1993). Gulati and Singh (1998), for instance, identify five important types of control mechanisms in IORs that include such organizational elements: command structures and authority systems, incentive systems, standard operating procedures, dispute resolution procedures and non-market pricing systems. Sobrero and Schrader (1998) argue that while in general the contractual structuring is used to provide the institution for aligning the partners’ incentives, the procedural (or organizational) structuring concerns mainly how firms actually align their joint processes through organizational mechanisms.3 A second form of governance not well recognized by TCE is informal or social control. By isolating the transaction from its context and treating it as an independent event, TCE ignores the (governance) 3 Although Sobrero and Schrader (1998) argue that contractual and procedural mechanisms serve different purposes and can be separated empirically, this does not necessarily hold true. A contract is not only used to reduce a partner’s incentives to behave opportunistically, but in addition serves as a framework for coordination in which the cooperation proceeds (Gulati, 1995). And a joint venture’s administrative hierarchy not only coordinates the joint venture’s day to day functioning and addresses problems as they arise; simultaneously it is used to detect opportunism when it occurs. 31 effects of prior and repeated interactions between firms and individuals (Gulati, 1995; Ring & Van de Ven, 1992). Repeated interactions can cause an IOR to become embedded in an influential economic and social context, which may strongly influence its formal structure. This social context, which can result in informal coordination and monitoring and high trust between partners, touches upon some of the key assumptions of TCE (Klein, Palmer, & Conn, 2000). For instance, with similar or even increasing levels of asset specificity in the IOR, it enables the partners to gradually use less hierarchical elements in organizing their relationships (Gulati, 1995, 1998). Many alternative views on the nature of IOR governance exist, such as reciprocity norms, reputations, trust, personal relationships and the embeddedness of relationships in a social network of current and prior ties. These ‘informal self-enforcing safeguards’ (Dyer, 1996; Dyer & Singh, 1998) differ substantively from control by prices in the market and the administrative authority in the hierarchy. These critiques on TCE’s limited recognition of both formal and social mechanisms of governance warrant a broader classification of control mechanisms in IORs. A classification of control mechanisms in IORs A useful classification of control forms that complies with the previous critiques is the distinction between formal and informal control mechanisms (Smith et al., 1995). Formal control consists of contractual obligations and formal organizational mechanisms for cooperation and can be subdivided into outcome and behavior control mechanisms (Ouchi, 1979). Informal control, also referred to as social control and relational governance, relates to informal cultures and systems influencing members and is essentially based on mechanisms inducing self-regulation (Ouchi, 1979). Outcome, behavior and social control are often equated with the conceptions of market, hierarchy and clan/community types of governance (e.g. Adler, 2001; Ouchi, 1979) and are useful mechanisms for both managing appropriation concerns and coordinating interdependent tasks. Based on the extant literature on IOR governance, 32 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 Table 1 Formal and informal control mechanisms in inter-organizational relationships Outcome control Ex-ante mechanisms Goal setting Incentive systems/reward structures Ex-post mechanisms Performance monitoring and rewarding Behavior control Social control Structural specifications: Planning Procedures Rules and regulations Partner selection Trust (goodwill/capability): Interaction Reputation Social networks Behavior monitoring and rewarding Trust building: Risk taking Joint decision making and problem solving Partner development Table 1 identifies and classifies several behavior, outcome and social control mechanisms in IORs. Ex-ante control mechanisms mitigate control problems by aligning partners’ interests and by reducing coordination needs before implementing the IOR. Because ex-ante formal control mechanisms are often incomplete, during the relationship unresolved control problems are managed by expost control mechanisms that achieve control by processing information and evaluating performance (Ittner et al., 1999; Ouchi, 1979). Formal control: outcome and behavior control Outcome control mechanisms specify outcomes to be realized by the IOR and by its partners and monitor the achievement of these performance targets. Goal setting sets directions for task performance, clarifies mutual expectations and increases goal congruence (Das & Teng, 1998), in particular when rewards are explicitly linked to goal attainment. Behavior control mechanisms specify how IOR partners should act and monitor whether actual behaviors comply with this pre-specified behavior. Typical ex-ante behavior controls used in IORs are planning, programs, rules, standard operating procedures and dispute resolution procedures (Gulati & Singh, 1998). Das and Teng (1998) suggest that behavior monitoring consists of elements such as ‘‘reporting and checking devices, written notice of any departure from the agreement, accounting examination, cost control, quality control, arbitration clauses, and lawsuit provisions’’ (p. 507). They argue that because IORs are often characterized by goal incongruence and performance ambiguity, behavior control mechanisms can be important to ensure desirable behavior. Informal control: social control mechanisms Trust often is argued to be the principal mode of social control in IORs (e.g. Adler, 2001; Ring & Van de Ven, 1992).4 Rousseau, Sitkin, Burt, and Camerer (1998) define trust as ‘‘a psychological state comprising the intention to accept vulnerability based upon positive expectations of the intentions or behavior of another’’ (p. 394). They argue that ‘‘trust is not a behavior (cooperation), or a choice (e.g. taking a risk), but an underlying psychological condition that can cause or result from such actions’’ (p. 395). Trust manifests itself in different ways and can have several origins. Trust can relate to distinct firm characteristics, of which in IORs a partner’s goodwill and capabilities are of particular importance (Sako, 1992). Goodwill trust is the expectation that another will perform in the interests of the relationship, even if it is not in the other’s interest to do so, and essentially relates 4 Das and Teng (1998) argue that trust cannot be considered being a control mechanism, as ‘‘self-control does not involve influencing behavior of others’’ (p. 495). However, as self-control is the basic principle of social control, trust can be regarded being an important component of social control. H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 to not behaving opportunistically. Capability trust relates to expectations about another’s competencies to perform a task satisfactorily. Rousseau et al. (1998) differentiate calculusbased trust, relational trust and institution-based trust as different origins of trust. Calculus-based trust is based on utilitarian considerations and relies on credible information, such as reputations and information from network relationships about another’s goodwill and competencies. Furthermore, it relies on opportunities for deterrence whenever malfeasance may occur, such as withdrawing future business opportunities and spreading of information about one’s behavior among networked partners, affecting other current and future relationships the partner is and may get involved in. Relational trust emerges from repeated interaction between trustor and trustee and is based on information available to the trustor from within the relationship itself. It is often found in IORs with a long-lasting history of prior interaction (Gulati, 1995; Kale et al., 2000). Although relational trust is an emergent characteristic and cannot simply be implemented, over time it can be built. Mechanisms to build trust are deliberate risk taking and increasing interaction, for instance by joint goal setting, problem solving, decision making and partner development activities (Das & Teng, 1998; Kale et al., 2000; Saxton, 1997; Uzzi, 1997).5 Close interaction further leads to commitment to and interest in the outcomes of the relationship, and, by reducing information asymmetry, results in a decreasing likelihood of opportunistic behavior and a better recognition of it when it occurs (Saxton, 1997). Moreover, interaction enables partners to learn about another’s skills and expectations and to establish standardized communications and routines, influencing formal coordination (Jones, Hesterly, & Borgatti, 1997). Institution-based trust, finally, is based on 5 For trust to arise, two necessary conditions, risk and interdependence, must be present (Rousseau et al., 1998). Risk refers to a perceived probability of loss, as there is uncertainty whether another intends to and will act appropriately. Nooteboom et al. (1997) in addition suggest the size of loss to be an important component of relational risk. Interdependence exists when a firm cannot achieve its goals without reliance upon another. 33 institutional controls the relationship is subject to, such as the ability to rely on legal forms and societal norms and values, which may as well undermine trust. Another way of deliberately generating trust and thereby mitigating control problems before a governance structure is designed and implemented is selecting an appropriate partner, based on good predictors of desirable cooperative behaviors (Grandori & Soda, 1995; Ireland et al., 2002; Jones et al., 1997; Ouchi, 1979). Ireland et al. (2002) argue that effective alliance management begins with selecting a good partner, which influences the need to design and implement expensive formal control mechanisms by increasing confidence in another’s goodwill and capabilities. Selecting a partner with appropriate skills, for instance based on quality criteria, technological capabilities and supplier certification, influences expected future coordination efforts. And goal incongruence and related appropriation concerns can be reduced by assessing a potential partner’s norms, values and motivation to perform, for instance through information collection at joint network relationships. Similar to the use of formal controls, increasing anticipated appropriation concerns and coordination requirements will induce firms to invest more efforts in selecting a good partner. The relationship between trust and formal control A much-debated question in the IOR literature is the relationship between formal control mechanisms and trust; i.e. whether (goodwill) trust is a substitute or a complement for formal control mechanisms in the management of appropriation concerns (Adler, 2001; Chiles & McMackin, 1996; Das & Teng, 1998; Gulati, 1995, 1998; Jones et al., 1997; Nooteboom et al., 1997; Poppo & Zenger, 2002; Ring & Van de Ven, 1992; Rousseau et al., 1998; Tomkins, 2001; Zaheer & Venkatraman, 1995). A substitutive relationship suggests that trust and formal control are inversely related; more trust results in less use of formal control mechanisms and vice versa. When, for instance, a firm has a reputation for being trustworthy, its partners may choose to use less formal control mechanisms compared to a firm with a less favorable reputation. 34 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 Because trust reduces goal conflict, the need for formal control mechanisms to deter opportunism reduces, as parties are inclined to act in each other’s interest (Ouchi, 1979). Furthermore, the use of formal controls is argued to signal one’s trust in another. Extensive use of formal control suggests a lack of belief in one’s goodwill or competence and therefore results in a damaging effect on relational trust (Das & Teng, 1998). A complementary relationship, on the other hand, suggests that trust and formal control are additively related; an increase in the level of either trust or formal control simply results in a higher level of control (Das & Teng, 1998; Poppo & Zenger, 2002). In addition, the use of formal control mechanisms may actually enhance a trusting relationship, by narrowing the domain and severity of risk (Poppo & Zenger, 2002) and by their objectivity and provision of a track record about the other’s performance, behaviors and skills (Das & Teng, 1998). Three observations may advance this discussion whether formal controls substitute or complement and damage or enhance trust. First, the arguments above indicate that this relationship may actually be nonlinear. Until a certain threshold (determined by the IOR’s transaction hazards) the use of formal controls may be complementary and enhancing to trust. However, as trust is the low-cost solution, it will substitute formal controls whenever a sufficient level of control is realized for safeguarding the transaction. Partners will not unnecessarily use expensive formal control mechanisms and in addition risk damaging the quality of their relationship. Similarly, this implies that relational trust will only be damaged when the use of formal control exceeds this threshold.6 6 Tomkins (2001) likewise discusses the relationship between trust and information during different stages of the relationship life cycle as an inverted U-shape; in the early stages of the relationship trust and information are additively related, while later on they become substitutes. Here the argument relates not necessarily to the stage of the relationship, but to the level of trust at a certain point in time (which may also result from other sources than interaction over time alone) and the need for control. Only when trust is insufficient will formal control mechanisms be utilized to resolve control problems. Note that in this static argument no dynamic view is taken on increasing commitments and the (deliberate) generation of trust over time, as Tomkins does. Second, the effect of trust may better not be expressed as a direct effect on the use of formal control mechanisms, but rather as a moderating effect on the relationship between control problems and use of control mechanisms. A moderating effect suggests that the use of formal control mechanisms to manage transaction hazards depends on the level of trust. Tomkins (2001), in his discussion of the relationship between building trust and using control mechanisms to absorb uncertainty from economic interdependence, suggests that ‘‘it is the level of uncertainty absorption effort that has to be related to economic interdependence, not trust per se’’ (p. 167). Thus, it is the magnitude of the transaction hazards that induces the use of formal control mechanisms, while the level of trust only influences the strength of this association. Third, it is important to differentiate between the different purposes of control. While high mutual goodwill trust may diminish partners’ concerns about transaction hazards, formal control mechanisms may still be used for task coordination. The relationship between trust and the use of formal control mechanisms for task coordination is less often addressed in the literature. Kale et al. (2000) suggest that in learning alliances relational trust not only helps to protect the firm’s core specific assets from partners, in addition it significantly influences the ability of a firm to manage learning from them. And Gulati and Singh (1998, p. 791) argue that ‘‘firms that trust each other are likely to have a greater awareness or willingness to become aware, of the rules, routines, and procedures each follows [. . .] firms may have developed routines together to enable ease in joint interaction with each other from their prior experience’’. Uzzi (1997) illustrates how socially strong embedded ties between a designer and manufacturer positively influence the coordination and performance of outsourced garment production: If we have a factory that is used to making our stuff, they know how it’s supposed to look. They know a particular style. It is not always easy to make a garment just from the pattern. But a factory that we have a relationship with will see the problem when the H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 garment starts to go together. They will know how to work the fabric to make it look the way we intended. A factory that is new will just go ahead and make it. They won’t know any better (Uzzi, 1997, p. 46). Whereas the design pattern serves to coordinate the manufacturer’s activities, the manufacturer independently decides to modify the garment manufacturing from the design. The manufacturer’s knowledge of the designer’s needs, and the designer’s trust in the manufacturer’s skills thus complement the design pattern as a formal coordination mechanism to achieve a higher level of control and performance. These arguments suggest that increasing (capability) trust in and knowledge of a partner can result in either a reduced need for formal coordination or in improved coordination. Analogous to the relation between trust and appropriation concerns, it is suggested that (capability) trust complements the use of formal control mechanisms for task coordination until a sufficient level of control is realized, after which the relationship becomes substitutive. The influence of trust may also best be presented as a moderating effect on the relationship between coordination requirements and formal control. Finally, a similar effect of trust may be expected on the relation between control problems and the partner selection process, which is postulated as an alternative to the use of formal controls. For given transaction characteristics and coordination requirements increasing goodwill and capability trust are expected to moderate the efforts invested in searching among alternative IOR partners. Summary of the framework Fig. 1 summarizes the main predictions of the theoretical framework. It suggests how control problems, as described by variables from TCE and organization theory, influence collaborating firms’ need to invest effort in selecting a good partner to mitigate the problems and to design and implement formal control mechanisms to manage the problems. Investing more efforts in finding a good partner reduces the need for formal control. 35 Increasing trust in goodwill and capabilities, after thresholds, are expected to reduce the strength of the association between respectively appropriation concerns and coordination requirements and the use of formal controls and partner selection efforts. The next sections assess the explanatory power of this framework, using data from an in-depth investigation of the initiation and design of a strategic alliance. A case study on the control of a strategic alliance Research method and design In November 1999 NMA Railway Signalling (NMA), a supplier of railway safety systems, and Railinfrabeheer (RIB), a task organization of the Dutch government responsible for the Dutch rail infrastructure, formally agreed to engage in a strategic alliance for the supply and innovation of automatic half-barrier installations. A detailed analysis of this alliance’s formal governance structure was made to provide empirical evidence on the theoretical framework. The extent to which the framework contributes to a satisfactory explanation of the structuring and control of this alliance is indicative of its explanatory power (Yin, 1994). Furthermore, the evidence may suggest shortcomings in the explanation, providing directions for extensions or modifications. Although the explanation of the governance structure is at the dyadic level of analysis, the constructs of interest, such as appropriation concerns and trust are studied from both partners’ perspectives. This focus on the firms within the dyad allows to account for heterogeneity between the partners and for their differential influence on the governance structure (Klein et al., 2000). The data collection started 2 weeks before the partners signed the alliance contract. Semi-structured interviews and informal discussions were held with boundary spanners of both firms, who were the designers of the governance structure and are involved in the management and operation of 36 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 Fig. 1. A representation of the main predictions of the framework. the alliance.7 Further, an analysis of the alliance contract was made and several other internal and external documents that relate to the initiation and design of the alliance were studied.8 The context of the alliance For over 120 years NMA has supplied components for railway safety systems to the Dutch Railways (in Dutch: Nederlandse Spoorwegen, from now on NS), that until 1995 was a public organization. The components NMA delivered to NS relate to three types of systems, which historically 7 The interviews were structured by an interview protocol based on the theoretical framework, but left ample room for the interviewee to discuss what in his or her perception was important. The interviews were tape recorded and fully transcribed for analysis. 8 The analysis of the contract was a good opportunity to obtain a good picture of the alliance’s formal governance structure, as it in detail describes its structuring and functioning. Other documents used included a brochure and internal slides about the alliance and general company and product information. The use of multiple sources of evidence (triangulation) enables to crosscheck findings, making conclusions more reliable and convincing (Yin, 1994). Further, each source can provide explanations for and additions to findings from other sources. have been developed in joint cooperation with NS: electronic point machines, railway crossing protection systems and color light signals. As there are no competitors with comparable products that would fit directly into the existing rail infrastructure, NMA is monopolist in the Netherlands. NS (and later RIB) has always been NMA’s largest domestic customer and accounts for a significant part of its turnover. In 1995 NS was privatized from the Dutch State. Its tasks were divided among several task organizations of the Dutch Ministry of Transport, Public Works and Water Management and several commercial units that together form the NS Group, in which the State is the only shareholder. The task organizations became responsible for the building, maintenance and use of the rail infrastructure; functions that were considered socially too important to be commercialized. RIB became the task organization responsible for the building, installation and maintenance of the Dutch rail infrastructure. In general two types of activities are performed on the railways, which are almost completely outsourced to contractors: the building of new rail infrastructure and the maintenance and control of existing rail infrastructure. While building activities are outsourced to project contractors on a project H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 basis, maintenance and control are outsourced to process contractors for a fixed time period. After the privatization, RIB’s new management decided that contractors should also become responsible for the purchasing of components and materials. In its ordering to contractors RIB then would specify the required quantities and quality. RIB recognized, however, that many of its supply chains were characterized by large inefficiencies. In the supply chain of the half-barrier installation, for instance, NMA delivered components to assembling firms, which subsequently delivered assembled systems to RIB’s contractors to be kept in stock and installed on the railways. Without adding much value these parties added significant cost to the supply chain. An important goal of RIB’s management was to better control purchasing costs. It decided to pursue different purchasing strategies for different types of products, as categorized by their financial risks and delivery risks (based on Kraljic, 1983). NMA’s products were classified as ‘bottleneck products’, as their cost impact is modest, but their delivery risks are high, because of the monopolistic supply situation and the serious consequences of inadequate delivery. These products are relatively difficult and costly to specify and to secure continuous and adequate supply a closer long-term relationship with the supplier is desired. Following the purchasing strategy, for this type of products RIB agrees on a call-off contract with the supplier. Contractors must use this supplier and are bound tot the contractual conditions. The alliance with NMA is RIB’s first formal long-term relationship in this segment of the purchasing portfolio. The initiation of the alliance RIB had several reasons to initiate an alliance with NMA. First, RIB’s management expected to achieve significant cost reductions by reorganizing the half-barrier installation’s supply chain. Second, to moderate delivery risks the new purchasing strategy suggested to engage in a long-term relationship with NMA. Third, an alliance was considered a good vehicle to internally manage a cultural change towards more market orientation and cost consciousness. RIB’s management 37 describes the organization as predominantly ‘‘technology driven’’, with less recognition of its associated costs. Traditionally RIB technicians have always made and exchanged technical product specifications with NMA. A better trade-off between cost, quality and safety should be achieved by having them to write ‘functional specifications’, describing the essential functions the product should be able to perform at a certain level of performance, for which a cost efficient solution must be developed in joint cooperation with NMA. This requires RIB technicians to shift their internal technological focus towards cost and functionality. Fourth, RIB initiated this first alliance with a long-related supplier to gain experience in the building, designing and outcomes of a close relationship. As RIB’s management believed that cultural differences are important impediments to alliance success, ‘having the right fit’ was an important criterion in selecting NMA. At the time RIB approached NMA with the proposition to collaborate (in 1998), NMA’s management had just finished a study about the firm’s future. This study concluded that NMA, similar as in its export markets, domestically should achieve to become a systems supplier, by integrating forward into the supply chain. This meant NMA should also take care of component assembly to systems, stock keeping and transportation to the installation site. Therefore, NMA was eager to accept RIB’s proposition to collaborate. The alliance contract RIB and NMA boundary spanners spent approximately 1 year on negotiating and designing the alliance. The 5-year during legal contract that resulted from this process in detail handles a wide range of agreements about the alliance and is central in its governance.9 It includes its scope, goals 9 Informally, the partners have agreed on subsequent contract extensions, as long as the alliance results in ‘mutual satisfaction’. This is realized when the alliance achieves the partners’ joint and individual goals and as long as no better (long-term) alternative is available in the market. The contract mentions that NMA’s systems, compared to similar functions of other suppliers, have to be ‘good’ products, in which safety, maintenance and operational aspects and standardization are key aspects. 38 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 and plans for achieving those goals, the organizational and personnel structuring, a financial incentive system, the partners’ mutual responsibilities, the distribution and protection of intellectual property rights, and the exchange of cost information. The contract’s appendices describe agreements in more detail to be used in the operation of the alliance, including product descriptions and prices, a ‘program of improvement’ to coordinate innovations, quality plans and guidelines for calamities and operational mechanisms. These appendices are used in the operations of the alliance and are revised annually, as a result of completion of and progress on activities, and due to changing circumstances, such as learning about activities and outcomes and changing market conditions. Thus, although the contract is relatively detailed, it is intentionally left incomplete, to provide the contracting parties room to maneuver within uncertainties and changing contingencies. The scope and goals of the alliance The partners decided to focus the alliance on automatic half-barrier installations for level crossings, in particular because of the high cost reducing potential of its supply chain. In 1999 RIB had an installed base of approximately 2800 automatic half-barrier installations on level crossings in the Netherlands and yearly dozens of new systems are installed.10 NMA manufactures all important components of the installation and because it has been developed in cooperation with and specifically for NS, it is unique to RIB. Therefore, as expressed in the contract, for RIB securing supply and further development of the installation is a driver to engage in the alliance, while for NMA securing turnover for a longer time period is an important goal. The first specific goal the partners agreed on was to reorganize the supply chain, by relocating tasks and reducing the number of firms operating in it. NMA took over component assembly from the assembling firms and stock keeping and transportation from 10 This number is growing rapidly as in 2001 a program has been initiated to improve railway safety by converting warning systems on level crossings without barriers to automatic halfbarrier installations on a reasonable large scale. For 2001, 120 conversions were planned. the contractors, while RIB bound both project and process contractors to purchase at NMA. For NMA this change resulted in exclusive business and an augmentation of its supply task. RIB gained a significant price reduction, as many non valueadded costs in the supply chain were eliminated. This supply chain reorganization, however, was not sufficient to realize all goals the partners wished to achieve by collaborating and they also did not perceive it to be a sufficient reason for establishing an alliance. Reductions in the costs of components, operation and maintenance could be achieved by improving the installation’s cost inefficient design. Furthermore, RIB wanted to use this first alliance for learning purposes and to support the establishment of an internal cultural change. For these reasons, the goal of the alliance was defined as the joint innovation of the half-barrier installation to realize additional cost savings and to enhance its quality and safety. As stated in the contract: ‘‘By entering into an alliance, the parties wish to save money on, and make innovations to, halfbarrier installations for level crossings, which savings and innovations will benefit both parties’. The alliance embodies an ‘intensive cooperation in the area of development and extension of half-barrier installations, which have been produced or will be produced, to improve continuity. In addition, the parties expect economies of scale and a lower price for half-barrier installations’’. Both parties benefit from innovations by ‘‘compensating NMA for the reduced price’’ and ‘‘creating financial possibilities for innovations to automatic half-barrier installations focused on cost reductions (in price and RIB’s total cost of ownership), quality improvement and safety improvement’’. The main focus of innovation thus is to design costs out of the product, to reduce RIB’s total cost of ownership (TCO). This can be achieved either by changes reducing the installation’s product costs, resulting in a price reduction, or by changes reducing activity costs by improving the efficiency of its maintenance and operating activities.11 A 11 An example of such an innovation is to replace an expensive high quality motor, which works safely for at least 30 years, with a less expensive motor, which works safely for at least 10 years. This results in more replacements over time. However, as the price reduction outweighs the costs of extra replacements, RIB’s TCO is reduced. H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 second goal of the innovation is improving the installation’s quality and safety, for instance by improving visibility and by increasing resistance against wind and vandalism. To achieve these objectives and to manage the alliance a governance structure has been developed that builds on five interrelated mechanisms: (1) a supply arrangement, (2) an organizational structure, (3) a program of improvement, (4) a financial incentive system and (5) the protection of the proprietary knowledge transferred to the alliance. The supply arrangement The reorganization of the supply chain changed the relationships between RIB, NMA and the contractors. The ‘promotion’ of NMA from component to systems supplier re-established the business relationship with RIB and changed the ordering and delivery processes with the contractors. Project contractors now must purchase complete systems at NMA, who delivers at the installation site on the day of installation. This just-in-time delivery requires NMA to have more timely ordering information and contractors therefore are bound to order at least 12 weeks in advance, to prevent disturbances in NMA’s production process. Similarly, for maintenance and replacement, process contractors are required to purchase components, and occasionally complete systems, at NMA.12 Product descriptions and price lists at the system and component level are used to coordinate purchases with contractors. While for the alliance’s first year prices were based on historical data and assumptions about expected ordering quantities, the years thereafter prices are adapted to NMA’s new cost data (as discussed further on). Further, NMA can adapt its production process to the yearly and quarterly forecasted ordering quantities that RIB provides to the alliance. 12 In addition, NMA has taken over responsibility for keeping emergency stock from the process contractors, which is used when installations need to be repaired or replaced instantly, for instance after an accident on the railways. 39 The organizational structure The partners have transferred several activities to the alliance that they used to perform individually, enabling NMA to augment its control over RIB’s product specifications and RIB to augment its control over NMA’s production process. The alliance is organized as a separate organizational structure, which includes an alliance board and alliance staff. The board consists of four members, two of both firms including their general managers, and serves as an authority structure in which both partners have control over the alliance activities performed. The board first has set out an ‘alliance strategy’, focused on innovation, to realize the alliance’s goal (reducing RIB’s TCO). The board further is responsible to turn this strategy into action, by setting or approving on short-term (yearly) goals to be included in the program of improvement, which at least include the expected cost reduction and a forecast of ordering quantities. The expected cost reduction is based on specific proposals for innovations made by the alliance staff. Quarterly, the board members meet to discuss the acceptance of proposals and to review the progress on the short-term goals. Yearly, they meet to review and discuss the alliance’s performance and its future direction. Informal meetings and communication take place whenever contingencies arise that require coordination. The alliance staff that performs operational and support tasks is organized in six functional task groups called Development, Production, Cost Control, Quality Control, Installation & Service and Purchasing. Each task group includes employees of both firms and contributes to implementing the alliance strategy, either by directly working on innovations or by facilitating and monitoring this process. The technicians from Development are most important for generating and realizing ideas for innovations through direct communication. Proposals for innovations must remain within the boundaries of RIB’s functional specifications, which are also approved by the board. Approved proposals for innovations are included in the program of improvement and are realized by the task groups following the mechanisms of this program. 40 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 The program of improvement For each proposal for innovation the program of improvement specifies a planning and progress scheme, a budget scheme and an estimation of the expected cost reduction. The planning scheme specifies five general activities required to realize the innovation: (1) definition of functional requirements, (2) attainability study, (3) development, (4) release, and (5) adoption for use. During execution, progress on these activities is measured and compared with the planning scheme. For each innovation the alliance fund (as discussed further on) provides a budget for the costs of the attainability study, the development and the release of the innovation, after testing and quality checks. RIB takes care of the definition of functional requirements and adoption for use. The program further specifies the hour wages to be charged for NMA’s engineering and mechanical assembly activities in the alliance. As the installation’s safety and quality are of utmost importance, innovations have to meet high standards. Quality plans, following NMA’s ISO-9001 quality procedures, are used to safeguard the quality of the innovation process. These plans describe agreements and methods that have to be followed when working on innovations and relate to the quality of the alliance, its systems and the lower product (subassembly and component) level. Quality Control annually performs quality audits to assess the conformance to and effectiveness of the quality plans in the realization of innovations. To measure the attainment of the alliance’s main goal, Cost Control annually measures the cost consequences of realized innovations, using cost data that NMA provides to the alliance on basis of ‘open book accounting’. The financial incentive system To induce mutual collaborative behavior in the innovation process the partners have developed a financial incentive system, called the alliance fund. This fund focuses on aligning the partners’ individual (financial) objectives with the alliance’s objectives by financing all planned innovations, accruing their financial results and dividing the residual. As a startup capital the partners have made an equal financial contribution. Yearly expected cost reductions from planned innovations are forecasted. Multiplying these with the forecasted ordering quantities delivers the total expected cost reduction. When an innovation has been realized, its value, called the ‘Total Value’ (TV), is determined by multiplying the realized cost reduction with the forecasted number of sales.13 The TV is used to determine the contribution each partner should make to the alliance fund. NMA contributes the actual realized cost savings, i.e. the realized cost reduction multiplied with the actual ordering quantities. When actual ordering quantities are less than forecasted, RIB contributes the missed savings, i.e. the difference between the TV and the realized cost reduction. Fig. 2 provides an illustration of these calculations of and contributions to the alliance fund. NMA thus sells the installation for X and contributes (RS + RP)Z=130,500. Because actual sales lag expectations, RIB contributes the missed savings equaling (Y Z)/Y TV=14,500. As over time cost–reducing innovations are successfully realized the alliance fund increases in size. Yearly the fund is evaluated and when exceeding a certain threshold, following an allocation scheme, the surplus is allocated among the partners and a second alliance fund, that is used to finance further innovations that cannot be financed from the general fund. Similarly, whenever this fund exceeds a certain threshold, the residual is shared between the partners. When, however, the alliance fund becomes insufficient to finance further innovations, after approval of the board, the partners will make equal reinvestments. The alliance fund can be thought of as a ‘truth inducing mechanism’. RIB has incentives to predict a high demand, because higher expected total cost savings provides NMA with stronger incentives to 13 The calculation of the realized cost reduction, however, only measures savings in product costs. Due to a lack of appropriate cost data, reductions in RIB’s costs of operating and maintenance activities are not calculated, while this is required to make a fair division of the alliance’s financial benefits. The partners explicitly left this question open for the future and will negotiate in good faith about a reasonable estimation of this cost reduction. H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 41 Fig. 2. Illustration of the alliance fund. accomplish cost reducing innovations and increases the budget available for innovation. However, when purchases lag expectations, RIB must compensate for the difference, providing incentives to forecast future demand accurately and honestly. The protection of proprietary knowledge Because NMA’s knowledge of and experience with the installation is regarded a key factor for the alliance’s success it is agreed in the contract that: NMA will completely place its current and future knowledge and experience related to design, construction, installation and maintenance of the automatic half-barrier installation at the disposal of the alliance.14 This transfer of intellectual property to the alliance caused an explicit concern about the boundaries of 14 A similar agreement included in the contract specifies that RIB, as far as possible will place its knowledge and experience at the disposal of the alliance, which NMA is allowed to use to improve the installation. this knowledge. NMA has always used product coding and drawings for product specification. The absence of detailed technical specifications complicated the specification and protection of intellectual property rights by formal mechanisms. In addition, there were little incentives to do so. Because of the confidence in RIB’s (and before NS’s) goodwill, NMA perceived the risks of opportunistic behavior, such as information spillover (the conscious leaking of information to other suppliers) to be small. The only effort NMA undertook was simply labeling the product drawings with its company logo. Because the alliance explicitly brought this issue to the surface the partners decided to make better agreements on the specification and allocation of intellectual property rights. NMA agreed to specify the installation’s configuration by drawings and product coding and share this with RIB. NMA contractually was assigned all intellectual property rights on the installation, its subsystems, components and related products and services. These property rights are adjusted whenever new innovations are realized. In return RIB received a nontransferable and nonexclusive license for the 42 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 use of the technology. Despite this safeguard, NMA’s managing director commented that it is difficult to measure whether RIB uses this information according to the agreement. However, similar to the prior situation, this is not perceived to be a large risk, because of NMA’s confidence in RIB’s goodwill. In addition, it was suggested that negative reputational effects would also be an effective deterrent for the opportunistic use of intellectual property. Explaining the governance structure The management of appropriation concerns Although other suppliers offer systems with comparable functionality, worldwide no systems are available with similar technological specifications, that would fit well into the existing rail infrastructure. As stated by the contract: The automatic half-barrier installations have been developed in close cooperation with (and for) NS, and are unique in the sense that no comparable systems and subsystems exist which have similar specifications. The case study was designed as explanatory (Yin, 1994). First, a theoretical framework was developed after which data were collected on the variables and relationships of this framework, enabling a test of its explanatory power. Satisfactory explanatory power is attained when the observations in the case study comply with the proposed linkages between the variables in the framework, meaning the framework is able to make sense of the data. Thus the concepts of appropriation concerns, coordination requirements and trust should contribute to explaining the alliance’s governance structure.15 In the alliance a great variety of formal and informal control mechanisms is used, which are summarized in Table 2.16 The formal control structure of the alliance thus consists of a mixture of outcome and behavior control mechanisms. The next sections analyze how the case evidence relates to the constituent parts of the framework (as depicted in Fig. 1). Switching to manufacturers with technologically different systems would result in large transaction costs for RIB. The contract expressed the specificity of the installation as follows: 15 An alternative explanation when an alignment or ‘fit’ between control problems and governance structure is not found, is that a misfit exists, which over time would result in an escalation of control problems in the alliance and declining or lower performance. With the current data it is impossible to assess the longer-term performance effects of the alliance, although this possibility did not seem to be the situation. 16 The structure of the alliance has much in common with a joint venture. Joint financial investments are made, a separate organizational structure with a joint board and joint task groups is installed, specific tasks and resources are dedicated to it, and separate rules, regulations and costing and non-market pricing are used. incompatibility of other systems with existing systems, amongst others resulting in inefficient control of the systems, which in addition has consequences for safety; technical difficulties in the operation and maintenance of systems, which in addition has consequences for safety; a necessary replacement of existing systems; new training of employees and contractors’ employees, resulting in a disproportionate destruction of capital, which in addition has consequences for the safety of the systems. The reason for including this description is that RIB has to comply with European regulations and needs to prove that these products does not have to be tendered in European competition. The development of identical automatic halfbarrier installations by other manufacturers would take a long period of time, especially because no functional specifications are available for the installation, while because of safety considerations the utmost care should be fostered.17 Because the installation has been developed with and specifically for NS, it is also specific to NMA. NMA depends strongly on RIB, as it is its largest buyer and there are no other buyers to switch to. 17 The partners recognize these transaction costs well and the implications of switching to another supplier are also specified in the contract. If RIB would switch to another supplier, then transaction costs would arise due to: H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 43 Table 2 Formal and informal control mechanisms used in the alliance Outcome control Ex-ante mechanisms Goal setting: Strategic goals Short-term goals: cost reductions and ordering quantities Incentive systems: Alliance fund Behavior control Social control Structural specifications: Ordering and supply procedures Functional specifications Program of innovations Quality plans Specification and division intellectual property rights Partner selection: Long-lasting joint history and cultural ‘fit’ Interactive goal setting: Joint governance design Short-term goals Reputation: Trustworthiness RIB for other alliances Trust: Long-lasting relationship Reputation RIB Open book agreement Intentional incomplete contracting Organizational structuring: Alliance board Task groups Ex-post mechanisms Performance monitoring: Open book accounting: cost reductions Rewarding: Benefit sharing Behavior monitoring: Pre-action review of ideas for innovations Board monitoring Auditing use quality plan Moreover, the uncertainty caused by the privatization of NS and RIB’s changes to become an autonomous governmental agency made securing this turnover more important for NMA. Thus, while RIB cannot switch to alternative systems from other suppliers without incurring considerable transaction costs, NMA cannot switch to other buyers. Although this situation of mutual dependency to a great extent aligns the partners’ interests, it was not sufficient to manage the additional transaction hazards that were created by engaging in an alliance. RIB’s main concern was that NMA would have little incentives to work actively on innovating the half-barrier installation and just would use the alliance to secure turnover for another 5 years. NMA’s concern was to earn a fair share of the cost savings realized by innovations and to realize sufficient turnover from RIB. For this purpose, according to the contract, ‘the alliance contains such incentives that, when successful, it provides benefits to both parties’. The financial incentive system was developed to align the partners’ interests and to motivate Shared decision making and goal setting: Joint alliance board Joint task groups them to perform adequately. This mechanism provides the partners a prospect of fair rewards for their individual contributions, which, as Tomkins (2001) argues, is a precondition for partners’ willingness to participate in IOR activities. Further, RIB allows NMA to exploit quality and safety enhancing innovations in its product assortment for export markets. These externalities provide NMA important additional incentives to participate actively in the alliance. A second mechanism for managing appropriation concerns is the behavior monitoring by the alliance board. This command and authority structure oversees the functioning and performance of the alliance and serves to reduce information asymmetry between the partners, by regular information sharing, pre-action reviews, joint decision making and problem solving. This joint supervision provides both partners with significant control over the alliance activities and resources involved and prevents them from using resources for personal benefits (such as when NMA would use alliance resources for innovations to its 44 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 other products). Furthermore, the specification of intellectual property rights contributes to minimizing NMA’s concerns about information spillover of the specific and valuable knowledge transferred to the alliance. The explanation so far indicates that the use of the formal control mechanisms described above indeed seem to be related to TCE arguments. However, these arguments do not provide a complete account of the governance structure, that exists of more mechanisms and also other uses of these mechanisms. This may be accounted for by the alliance’s task coordination requirements. The coordination of tasks Following the strategic rationale of the alliance, two types of tasks are performed, a supply task and an innovation task. The supply task focuses on the delivery of half-barrier installations to contractors, which can be characterized by sequential interdependence. NMA’s production and supply activities depend on RIB’s demand, which is the main cause of task uncertainty. For RIB it is difficult to forecast perfectly how many new installations in a period will be ordered. Although the addition of assembly and (just-in-time) delivery to the supply task has somewhat increased interdependence, the consequences for coordination are fairly limited. This limited interdependence and uncertainty is reflected by the mechanisms used to coordinate the supply task. To be able to adapt its processes, NMA needs more timely information about ordering quantities and expected demand. As agreed in the supply arrangement contractors are required to follow standard ordering procedures and order at least 12 weeks in advance. Further, RIB shares (imperfect) forecasts of quarterly demand with NMA. The innovation task relates to the joint innovation of the half-barrier installation to reduce RIB’s TCO. For this more complex task the partners pool resources (personnel, knowledge, technology and financial resources) and jointly work on innovations. This task is characterized by reciprocal interdependence. Task performance is characterized by more uncertainty, as it is unclear at the outset what innovations should be performed and what they will result in, limiting the possibility to completely program these activities and measure relevant outcomes and behaviors. The theoretical framework suggests that a broader set of more complex mechanisms will be required to manage the information processing requirements associated with higher levels of interdependence and uncertainty. The evidence indeed indicates such a relationship, as in the alliance more extensive and complex mechanisms are used to manage this task. A hierarchical organizational structure was installed, consisting of a joint alliance board and joint task groups, which were assigned decision rights and responsibilities. The alliance board has set out a general strategy, which is translated into short-term goals to be achieved by the task groups. Although it is difficult to precisely manage the behaviors required to accomplish innovations, in the program of improvement the general process that needs to be followed to realize an innovation is specified and monitored by formal control mechanisms. These mechanisms consist of task planning and specification, budgeting, progress evaluation and performance measurement. They further facilitate coordination of the innovation task by informal means, such as joint interaction, communication and problem solving between task group members. Finally, as the installation’s safety and quality are essential, the innovation process is managed by quality plans and yearly auditing of the use and performance of these plans. This analysis thus suggests that the concept of coordination requirements indeed adds to explaining the alliance’s governance structure. Increasing information processing requirements resulting from higher levels of interdependence are associated with more extensive use of more complex formal control mechanisms. This finding supports Gulati’s (1995) argument that legal contracts are important frameworks in which cooperation proceeds and not necessarily focus on managing appropriation concerns alone. The influence of social control mechanisms: partner selection and trust The long-lasting history between NMA and RIB has resulted in a rich social context in which the H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 alliance is embedded. An important reason for choosing NMA to collaborate with, was their prior history and matching cultures, as RIB, in initiating this ‘learning alliance’ strongly believed that unsuccessful alliances most often fail due to conflicting organizational cultures. Thus, RIB perceived selecting a good partner to be an important mechanism to mitigate control problems and ultimately alliance failure. Because of RIB’s trust in NMA’s goodwill and competence, selection efforts remained limited. The choice for NMA in this case was made even before a specific goal for the alliance was decided on. The basis of the alliance, both partners argue, is the trusting relationship that they have built up over a long period of time. Although RIB’s new management was unfamiliar to NMA’s management (due to NS’ reorganization and because before NMA interacted with NS mainly on a lower management level), the frequent interactions during the initiation and design of the alliance positively effected relational trust. Moreover, NMA’s knowledge of RIB’s plans to initiate more (larger scaled) alliances, for which purpose RIB attempted to establish a reputation as a trustworthy alliance partner, added to NMA’s (calculus-based) trust. This high trust situation was clearly demonstrated by NMA during the design of the alliance, as RIB was allowed detailed insight into the cost structure of the half-barrier installation, including its profit margins, without that any agreement had yet been made. This openness made NMA vulnerable to potential opportunistic behavior, as it provided RIB the opportunity to terminate discussions with NMA and use the cost information in future price negotiations. However, as a result of its trust in RIB’s goodwill, NMA did not perceive sharing this information to be a large risk. This risk taking behavior and RIB’s reciprocating behavior further nurtured relational trust and speeded up negotiations and the design of the alliance significantly. Despite the choice for a ‘good partner’ and the high level of trust, the partners developed a relatively detailed governance structure. This decision, however, did not seem to be related strongly to concerns about potential opportunism or a lack of competence. As suggested by the partners, a more 45 important reason for creating this governance structure was that it clearly specifies where the alliance should be heading for (i.e. its strategic direction) and that it provides the instruments to achieve its goals. Moreover, the partners believe mutual transparency of behaviors and results to be an important basis of their trusting relationship. The formal controls, in particular goal setting, performance measurement and information sharing, contribute to this transparency. RIB suggested that, on basis of their trust, the formal agreement could even have been handled by a single page of paper. NMA, however, had more problems with this approach, due to the uncertainty created by RIB’s recent organizational and management changes. As NMA’s managing director explained: We wanted to have a sound agreement based on trust, but in which certain issues are arranged well, because, in the end, we are not sitting here for our pleasure. And it is nice, those blue eyes [referring to the trust in RIB’s current management], but what if in the future some other blue eyes are sitting over there, what then? And for that reason we have put this on paper. Thus for NMA, RIB’s uncertain future, which may involve another management with different ideas about alliances, was an important reason to arrange the alliance agreements by a legal contract. Moreover, the contract enables to manage another aspect of uncertainty related to organizational change. It was argued that when new people are introduced to the alliance, the contract provides them with information about the purpose, agreements and history of the alliance, enabling them to efficiently proceed with its activities. The use of the contractually arranged governance structure thus seems to be driven by the desire to guarantee stability and continuity in the future and to facilitate the planning and execution of the alliance activities. The relatively modest influence of appropriation concerns was illustrated by the observation that the alliance’s main mechanism for incentive alignment, the alliance fund, is essentially incomplete in 46 H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 its measurement of RIB’s TCO reduction. For cost reductions in operating and maintenance activities, which are difficult to measure with RIB’s cost data, the partners in good faith simply agreed to ‘negotiate a reasonable estimate’ of the savings, to come to a fair division of the alliance’s financial benefits. Similarly, the ‘concerns’ about intellectual property rights on NMA’s specific knowledge only came to the surface by engaging in the alliance. This issue also existed before and was simply handled by trust. As NMA’s managing director argued, the alliance actually provided the opportunity to finally discuss and specify these issues well, although it still remains difficult to monitor whether RIB behaves to the agreement. These observations overall suggest that despite the use of this extensive governance structure, the high level of goodwill trust indeed seemed to moderate the use of formal control mechanisms to manage transaction hazards. Furthermore, because the formal controls included in the contract provide mutual transparency and facilitate the achievement of the alliance’s goals, the partners strongly believe they add to the quality of their relationship, instead of being deteriorating to it. Conclusion and suggestions for further research This paper contributes to the accounting literature, by studying the control of inter-organizational relationships, a subject that until recently has received scant attention in this literature. Using transaction cost economic reasoning it is argued that managing appropriation concerns, resulting from a partner’s potential opportunistic behavior, can be an important objective of control in inter-organizational relationships. Criticism on transaction cost economics, however, suggests that this is not the sole or even the main purpose of control. Therefore, organizational theory is used to argue that the coordination of interdependent tasks performed by interfirm partners in their pursuit of transactional value may strongly influence a relationship’s governance structure. While designing and implementing formal control mechanisms may be important to manage these two control problems, recent literature suggests that selecting a ‘good’ partner may to some extent mitigate these problems and thereby reduce the need for expensive formal governance. Moreover, sociological perspectives on governance contend that account should be taken of the social context in which the relationship is embedded. Arising from a variety of mechanisms, trust in a partner’s goodwill and capabilities may strongly influence the strength of association between the relationship’s control problems and the use of control mechanisms. Consistent with these arguments, a case study of a strategic alliance between two firms on the supply and joint innovation of railway safety systems provides evidence that in addition to appropriation concerns, coordination requirements and the social context of the alliance significantly influence its formal control structure. The findings suggest that using transaction cost economic reasoning only would provide an insufficient explanation of the alliance’s formal governance structure. Although the partners’ high level of goodwill trust seemed to weaken the association between the transaction hazards and use of formal control mechanisms, such mechanisms were nevertheless extensively used to facilitate the coordination of alliance tasks. The case findings comply with Tomkins’ (2001) suggestion that ‘‘the major value of contracting may lie in it being a device to set down goals and methods to enable mutual planning, rather than being primarily and ex-post control device’’ (p. 177). Further, due to their support in realizing the alliance’s goals and the creation of mutual transparency the partners found these control mechanisms to be enhancing to their trusting relationship. Finally, another important purpose of the alliance’s formal governance structure, not directly accounted for by the theoretical framework, was to guarantee stability and continuity of the alliance in the future in particular to cope with uncertainty about organizational, management and personnel changes. An additional benefit of using the case study methodology was that it enabled to identify and describe a set of specific control mechanisms used in an alliance. Although the theoretical framework discusses several forms of control mechanisms described in the literature, few empirical descriptions are H.C. Dekker / Accounting, Organizations and Society 29 (2004) 27–49 available of specific control mechanisms used in inter-organizational relationships. The case reveals a wide range of control mechanisms that are used in the alliance for both motivational and coordination purposes. These mechanisms to a great extent consist of management accounting practices, such as a financial incentive system, planning, budgeting, cost calculations and open book accounting. This finding suggests that management accounting can be an essential element of governance in inter-organizational relationships and signifies the importance of these relationships for management accounting research. The results of study suggest several directions for further research into the control of interorganizational relationships. First, because the focus of this study was on explaining the governance structure as observed, the framework and case study were described and analyzed in a rather static way. A logical extension of this analysis would be to focus on dynamic relationships between the variables of interest over time using longitudinal data. For instance, an important question is how over time the evolution of trust influences the governance structure and in particular the use of formal control mechanisms. And how does learning about task characteristics and initial uncertainties influence the use of formal coordination mechanisms? Second, in the case study the choice for a partner was made before the purpose of the alliance was decided on. Although a main reason for selecting NMA as a partner was to mitigate (cultural) control problems, it is unclear whether these problems can be related straightforward to the control problems specified in the theoretical framework. A more clear assessment of the influence of control problems on partner selection will be possible in situations where firms first identify a problem or a need for which a collaboration is required and only then start the partner selection process. Finally, no assessment could be made of the performance consequences of the alliance and in particular of its governance structure. Underlying the theoretical framework is the assumption that aligning the alliance’s governance structure with its transaction and task characteristics will result 47 in higher performance. In a case study as discussed in this paper, assessing this assumption would require the researcher to follow the alliance for a longer time frame. Alternatively, this could be studied quantitatively using a sample of alliances with differential transaction and task characteristics, in which alliances with ‘fitting’ governance structures are expected to perform better than those characterized by a misfit. This also remains an important challenge for future research into the governance of inter-organizational relationships. 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