DOI: 10.1111/jacf.12576 O R I G I N A L A RT I C L E Corporate culture and organizational architecture James A. Brickley Clifford W. Smith Jerold L. Zimmerman University of Rochester, Rochester, New York, USA Correspondence Clifford W. Smith University of Rochester, Rochester, ZIP 14620, NY, USA. Email: cliff.smith@simon.rochester.edu This paper draws on discussions in our book, Managerial Economics and Organizational Architecture (2021, 7th edition) McGraw-Hill and J. Zimmerman with D. Forrester, Relentless: The Forensics of Mobsters’ Business Practices (2021) Willowcroft Publishing. INTRODUCTION CORPORATE CULTURE In several articles published in the JACF, we have discussed our theory of Organizational Architecture. It provides a structure that can be consistently applied in addressing organizational problems and designing more effective corporations. Our articles identified three critical aspects of organizations: Perhaps the most frequently used term to capture less-formal organizational aspects is corporate culture—hundreds of books and articles discuss this topic. Within this literature, corporate culture is generally understood as “the way things are done around here.”2 Admittedly, such a complex topic is difficult to summarize succinctly, but it is undoubtedly considered important. For example, in one survey of senior US corporate executives, over half identified corporate culture as a top-three driver of their firm’s success, and 90% agreed that improving its culture would increase profits.3 Within this array of articles and books, managers regularly are exhorted to develop high-powered, productive corporate cultures. Yet concrete guidance on how this goal might be accomplished is rarely provided. Culture has also been defined more specifically as the beliefs, attitudes, standards, and behavioral norms that characterize the members of an organization. Following this lead, we have found it useful to divide corporate culture into two major components: shared values and norms. Shared values—like integrity, openness, and compassion—are ideals employees should strive to follow. Cultural norms are the day-to-day practices that reflect these values. Although values are difficult to observe directly, norms can often be inferred from a firm’s customs, slogans, heroes, social rituals, dress, and speech.4 ∙ The assignment of decision rights within the firm (identifying who has the authority as well as the responsibility to make specific decisions); ∙ The structure of systems to evaluate the performance of individuals as well as business units; and ∙ How rewards to those employees are determined.1 Stated briefly, our argument is that successful corporations assign decision rights in ways that effectively link decisionmaking authority with the relevant information for making productive decisions. When assigning decision rights, senior leadership—including both the company’s senior executives as well as its Board of Directors—must also ensure that the company’s reward and performance-evaluation systems provide decision makers with appropriate incentives to employ their information to make value-increasing decisions. Even though no two firms might adopt precisely the same architecture, successful firms ensure that these three critical aspects of organizational architecture are coordinated. While our past work has focused on the more formal aspects of the firm’s architecture, our framework is useful in discussing less formal organizational facets as well. 1 We hesitate to simply use “organizations” to refer to these three organizational features because common usage of that term refers only to the organization’s hierarchical structure, while generally ignoring the performance-evaluation and reward systems. We thus use organizational architecture to help focus specific attention on all three of these critical organizational features. 22 © 2023 Cantillon & Mann. 2 www.thruue.com/services/culture/ Graham, J., J. Grennan, C. Harvey, and S. Rajgopal. 2018. “Corporate Culture: Evidence from the Field.” Columbia Business School Research Paper No. 16-49 (October). Guiso, L., P. Sapienza, and L. Zingales. “The Value of Corporate Culture.” Journal of Financial Economics 117, 60-76 provides evidence that firm performance is stronger when employees perceive top managers as trustworthy and ethical. They, however, find no evidence that other “advertised” corporate values, such as innovation, are associated with firm performance. 4 While slogans, statements, etc. are suggestive of a firm’s corporate culture (or at least the culture that management is trying to create), they are do not always reflect the underlying values of employees and norms within a firm. For example, Wells Fargo’s 2015 annual report stressed (in enlarged red print) that we never take for granted the trust our customers have placed in us, and we understand the important role we play in helping grow the US economy. As discussed below, one year later, the public learned that employees throughout the bank had created millions of unauthorized deposit and credit-card accounts at the expense of their customers. 3 wileyonlinelibrary.com/journal/jacf J. Appl. Corp. Finance. 2023;35:22–31. For instance, Southwest Airlines lists 18 cultural values on its website. To instill these values, Southwest established Culture Committees to recognize employees through internal awards such as their Spirit Award or President’s Award as well as milestone anniversary celebrations. The airline throws creative events such as Spirit Parties, Chili Cook-offs, and Southwest Rallies. These cultural norms reinforce the values and exemplify the desired behavior Southwest aims to encourage in all its employees.5 To be effective, corporate culture should be coordinated with the three more formal components of the firm’s organizational architecture to ensure a consistent and reinforcing structure that elicits the desired behavior from employees. Just ensuring that a person’s performance is matched to their assigned tasks and has sufficient rewards to motivate her or him to make decisions that benefit the organization is not necessarily sufficient. A company that values collaboration among its employees might adopt norms such as an open office design that includes a large common area where workers not only eat but also might interact by playing various games. Inconsistencies between formal HR practices and corporate cultures can be problematic. For example, a firm that seeks to encourage individual creativity through explicit rewards and recognition will find this more difficult in a culture stressing conformity (in attire and behavior).6 Developing a corporate culture typically begins with a mission statement, a short description of the organization’s purpose, the goal of its operations, the kinds of products it makes or services it provides, and its primary customers or markets.7 After crafting a mission statement, the company then frequently describes values employees should strive to follow in order to achieve the firm’s stated mission. For example, Starbucks states, Our mission: to inspire and nurture the human spirit—one person, one cup and one neighborhood at a time.8 It then lists several values Starbucks employees should aim to achieve its mission: ∙ Create a culture of warmth and belonging, where everyone is welcome. ∙ Act with courage, challenging the status quo and finding new ways to grow our company and each other. ∙ Connect with transparency, dignity, and respect. ∙ Deliver our very best in all we do and hold ourselves accountable for results. After carefully delineating its mission and values, the firm then might articulate observable norms that would encourage its employees to behave in ways that reflect those values. Corporate mottos frequently provide signals that attempt to succinctly express the company’s culture. To characterize its corporate culture FedEx chose: When it absolutely, positively has to be there overnight. The United States Marine Corps motto, Semper fidelis, is the Latin for always faithful. Abbott Laboratories has dedicated itself to Creating Life-Changing Technologies. 5 //careers.southwestair.com/culture Baron, J., and D. Kreps. 1999. Strategic Human Resources, p. 20. NY: John Wiley and Sons, Inc.. 7 We concentrate our discussion in this paper at the corporate level. Large firms often consist of multiple divisions, which depending on their business strategies might optimally develop their own “subcultures.” 8 www.starbucks.com/about-us/company-information/mission-statement 6 Experts and advisers on corporate culture often hold up Google as an example. The company provides free meals, employee trips and parties, financial bonuses, open presentations by high-level executives, gyms, a dog-friendly environment, and so on. Many of these perks are components of its overall reward system. These policies help Google attract employees who are both talented and driven, people expected to be among the best-of-the-best. Although less-formal organizational aspects are dismissed (or simply ignored) by some, we argue that for most corporations, they can be quite important. (But the level of importance generally differs across employees; the nuances of the firm’s culture are likely to be more important for the vice president of human resources than for a delivery truck driver). In analyzing corporate culture, we believe that one advantage of our approach is its identification and emphasis on important facets of a firm’s culture, together with its analysis of how managers might affect its culture through identifiable actions. We focus on four important roles that a strong corporate culture plays in successful organizations: ∙ Employee recruitment and selection. ∙ Providing non-monetary rewards and sanctions. ∙ Helping to set employee expectations. ∙ Enhancing communication. Corporate Culture and Employee Recruitment and Selection. Fostering a desired culture begins with recruitment. Effective human resource departments adopt recruiting strategies that aim to attract employees who share their organizations’ values. Take the case of West Point, whose efforts to train future military officers are guided by the following statement: The United States Military Academy’s mission is to educate, train and inspire the Corps of Cadets so that each graduate is a commissioned leader of character committed to the values of Duty, Honor, Country and prepared for a career of professional excellence and service to the nation as an officer in the United States Army.9 Military academies develop their cultures by first carefully recruiting and selecting candidates they believe to possess qualities of leadership and character. Thereafter, through an intensive 4-year college program, they further reinforce these shared values they aim to instill in their officers. Over their 4 years, they weed out cadets who fail to demonstrate the desired cultural values of Duty, Honor, and Country. Our military academies also focus on taking a longer view. They seek to recruit and develop officers who have the potential to serve their country over extended military careers. Legal, accounting, consulting, and investment banking firms all make use of similar “apprenticeship” programs before admitting new partners. New hires work long hours under partners who observe their work ethic, personality, and cultural characteristics—frequently over a period of several years—to ensure they match the firm’s culture. This is also an apt description 9 www.usma.edu/SitePages/Home.aspx 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 23 of the process of recruiting new faculty members prior to granting tenure by a university. Corporate Culture and Non-Monetary Rewards and Sanctions. A core assumption within economics is that people are self-interested; almost all of us are assumed to prefer more of the things we value to less. In these analyses, money (income or wealth) is generally included not as an end in itself, but to acquire other things that they value: housing, food, transportation, good health, entertainment, and a better life for themselves and their family, friends, and society. Moreover, money is not people’s sole motivator. They also value things like independence, security, prestige, recognition, respect, and acceptance. A strong, effective corporate culture can reward employees with peer recognition, a long safe and rewarding career, and a good work-life balance—all things that cause people to want to come to work. At the same time, the threat of sanctions by peers can be an important deterrent to violating shared values and norms. Feelings of guilt and shame from violating thecompany’s culture (e.g., letting their peers down) can also be an important motivator. Corporate Culture and Employee Expectations. The decisions of employees to exert effort and cooperate with other employees can depend on their expectations about how coworkers will behave. For example, if the workday begins at 8:30 but your boss is in his office at 8:00, you are more likely to arrive before 8:00. Nevertheless, such expectations for employees are bound to be shaped, at least in part, by the company’s formal architecture. If co-workers are paid a commission on sales, an employee would be more likely to expect them to help increase sales. But expectations are also affected by less formal aspects of the corporation—things we are identifying as elements of corporate culture. Microsoft is often credited with a reputation for hiring creative, hard-working individuals. If two Microsoft employees were placed together on a team, even without prior interaction, each likely laexpects the other to be clever and hard-working. Employing both the formal as well as the less formal aspects of the firm’s architecture generally will be more effective in fostering expectations that promote productive choices and effort by employees. For instance, employees who are rewarded based on product quality might be more likely to work harder if they believe that those co-workers whose efforts affect the quality of the product are equally industrious and committed to its success. And with this in mind, managers intent on increasing employee focus on manufacturing quality might reinforce recent changes in the firm’s formal evaluation and reward systems with things like motivational posters, slogans, executive speeches, an employee-relations campaign, and clever use of the media, all aimed at creating a “quality-centered” culture. In his much-cited paper, David Kreps points out the limits of formal contracts in promoting coordination and cooperation among employees.10 Established norms, in a world characterized by “high bargaining costs” and “imperfect information,” are seen as promoting coordination among independent decision makers, with repeated interactions working to ensure that cooperative 10 Kreps, D. 1990. “Corporate Culture and Economic Theory.” In Perspectives on Positive Political Economy, edited by J. Alt and K. Shepsle, 90-143, Cambridge University Press (Chapter 4). This chapter has garnered 4021 Google Citations as of 6/10/23. JOURNAL OF APPLIED CORPORATE FINANCE behavior (and its opposite) end up being both recognized and appropriately rewarded. Corporate Culture and Communication. Ensuring that employees and managers understand and follow the firm’s mission and value statements normally requires on-going corporate retreats, training sessions, company newsletters, social media, and other forms of communication. And employees’ opportunities to observe their supervisors and colleagues living up to the professed corporate values can reinforce their own commitment to following these cultural norms. For these purposes, the use of printed material may be of limited use. In fact, few organizations even attempt to draft manuals detailing all the firm’s important policies and procedures—not only would such an attempt likely prove infeasible, but such a tome would likely have few readers. Many if not most corporate policies are communicated to employees in less formal ways. And these less-formal means of communication tend to be more effective. Aspects of the corporation such as slogans, role models, and social rituals can be methods of communicating the corporate culture to employees in particularly memorable ways. For example, a slogan like Target’s Expect More. Pay Less. reinforces the message that employees are expected to focus on the customer experience (product offerings, store cleanliness, customer service, etc.) while managing costs and allowing the company to charge relatively low prices. Apple’s Think Different communicates to employees, as well as suppliers and customers, that the company values creativity in both its product design and retailing. Sabert, a global leader in food packaging and service, begins its mission statement by communicating its fundamental purpose as a company: We exist to enhance and advance the way people enjoy food. Jacques Crémer defines a firm’s corporate culture as shared knowledge within the firm of facts and behavioral rules that are not held by outsiders. His analysis suggests that a good corporate culture can speed decision-making and reduce the costs of information acquisition and processing among employees throughout the firm.11 To be most effective, firms must communicate how an employee might exemplify the firm’s culture. For example, after identifying employees who have performed particularly well, the firm might simply add a performance bonus to those individuals’ next paycheck. Admittedly, this might also serve to inform others if the employees tell co-workers about their bonuses. But if such employees were also called to the front of the room at a large corporate event, their accomplishments described and extolled, a plaque and a check presented, followed by an article in the corporate newsletter, this would clearly communicate to a broader audience that these activities are recognized and rewarded. Company parties and training sessions can help disseminate this type of information by increasing interactions among employees. For example, at an apartment REIT, maintenance supervisors responsible for different apartment complexes were regularly gathered for training purposes. Much of the time was devoted to discussions among supervisors devoted to sharing valuable innovations. This encouraged employees at different locations to experiment with different approaches to problems, and in this 11 Crémer, J. 1993. “Corporate culture and shared knowledge.” Industrial and Corporate Change 2, 351-386. 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 24 fashion, productive solutions spread throughout the REIT. This is likely to be especially important for employees who otherwise might see each other infrequently, or whose prior interaction had just been over the phone or through e-mail. Hence training sessions might allot lengthy periods for breakout sessions, meals, breaks, and happy hours rather than just focusing narrowly on classroom participation. A System of Complements. When consistent with and working in concert with the more formal aspects of the firm—its decision-right assignments, control systems, and reward systems— less formal aspects like management speeches, posted signs, and role models can all help communicate and reinforce the goals of the firm. We believe that both have the potential to promote productive aspects of a coherent culture within the firm’s architecture. But not everyone agrees. Some dismiss the “softer” elements of corporate culture—role models, company folklore, and rituals— as unimportant. They stress the formal aspects of a firm’s architecture as being the primary, if not the sole, determinant of a firm’s value. Frederick Taylor is an example from near this end of the spectrum. He argued that the designs of work processes and incentive systems were the primary determinants of firm value.12 Alternatively, the effectiveness of softer aspects has led some management gurus to assert that a productive corporate culture can be molded with little attention to formal evaluation and compensation schemes. Quality expert W. Edwards Deming is nearer this end of the spectrum. He went so far as to argue that incentive pay is detrimental to a productive organization. Our analysis suggests that it is a mistake to think of these harder and softer aspects of the organization as mutually exclusive or in competition with each other; both can play valuable roles in enhancing firm performance. The various elements of the organization are more likely to be complements than substitutes. Effective managers recognize these interactions, designing both to be reinforcing features of a productive corporation. Wells Fargo—A Corporate Culture Gone Awry. So far, we have focused on how within the firm’s organizational architecture a well-crafted corporate culture can motivate employees to achieve the organization’s goals and create value. The Wells Fargo fake-account scandal began in the fall of 2016. It provides a good example of how an ill-structured culture, coupled with flawed incentive and monitoring systems, can promote dysfunctional employee behavior that harms overall firm performance. In 2015 Wells Fargo was among the most admired companies in the world. It had largely escaped the 2007–2008 financial crisis and had experienced the best 5- and 10-year stock returns among US banks. Its market cap was around $277 billion, making it the 10th most valuable US company. But in 2016, regulators fined Wells Fargo $185 million for opening millions of “fake” bank accounts and issuing credit cards without customer consent. The announcement produced a major scandal resulting in substantial declines in the firm’s reputation and market value, additional regulatory penalties, and civil/criminal charges filed against its former executives. In the Fall of 2023, Wells Fargo was still grappling with how to “fix itself.13 ” In April 2017, the Wells Fargo board publicly disclosed its Sales Practices Investigation Report. The report concluded that a poor culture in its Community Banking division was a major cause of employee misbehavior14 : 12 14 13 Taylor, F. 1923. The Principles of Scientific Management. New York: Harper & Row. “Wells Fargo is Still in Fix-It Mode,” Wall Street Journal, 9/6/23. ∙ There was a growing conflict over time in the Community Bank between Wells Fargo’s Vision & Values and the Community Bank’s emphasis on sales goals. Aided by a culture of strong deference to the management of the lines of business (embodied in the oft-repeated “run it like you own it” mantra), the Community Bank’s senior leaders distorted the sales model and performance management system, fostering an atmosphere that prompted low quality sales and improper and unethical behavior. ∙ The Community Bank identified itself as a sales organization, like department or retail stores, rather than a service-oriented financial institution. This provided justification for a relentless focus on sales, abbreviated training, and high employee turnover. ∙ Senior management in the Community Bank had a deep-seated adherence to its sales model, which generally called for significant annual growth in the number of products sold each year. Even when challenged by their regional leaders, the senior leadership of the Community Bank failed to appreciate or accept that their sales goals were too high and becoming increasingly untenable. ∙ The Community Bank’s senior management tolerated low quality accounts as a necessary by-product of a sales-driven organization; its senior leaders failed to adequately consider that low quality accounts could be indicative of unauthorized accounts. ∙ There was a disinclination among the Community Bank’s senior leadership, regardless of the scope of improper behavior or the number of terminated employees to see the problem as systemic. ∙ Former head of the Community Bank, Carrie Tolstedt, and the Community Bank group risk officer not only failed to escalate issues outside the Community Bank, but also worked to impede such escalation, including by keeping from the board information regarding the number of employees terminated for sales practice violations. The report further concluded that the formal elements of the firm’sOrganizational Architecture were defective: ∙ Keeping the sales model intact and sales growing meant that the Community Bank’s performance management system had to exert significant and in some cases extreme, pressure on employees to meet or exceed their sales goals. ∙ Many employees felt that failing to meet sales goals could (and sometimes did) result in termination or career-hindering criticism by their supervisors. ∙ Compensation incentives contributed to problematic behavior by over-weighting sales [instead of ] customer service or other factors. ‘‘Wells Fargo Bank. “Key Findings from Board Investigation, Action Plan update and Path Forward.” April 12, 2017. 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 25 Wells Fargo’s internal control system had numerous flaws, which further enabled employee misbehaviors. In summary, both the harder and softer aspects of Wells Fargo’s Organizational Architecture reinforced each other in producing a dysfunctional organization—exactly opposite the desired effect. CORPORATE ETHICS CODES Corporate codes of ethics are one aspect of a firm’s culture that typically is committed to writing. Virtually all corporations require their employees to acknowledge that they have read, understand and will follow the firm’s code of conduct. These codes mandate that employees behave ethically and comply with relevant laws and regulations. Most people have a reasonably clear idea of what they mean when describing an individual as “ethical.” They value qualities such as honesty, integrity, fairness, and commitment to the task at hand. Most would say they adhere to the “golden rule,” which urges employees to treat others as they would like to be treated. Nevertheless, moral philosophers have been debating ethics for millennia without producing a universal rule for classifying individuals’ actions as “ethical” or otherwise. And there is even less consensus when it comes to defining the ethics of organizations like public corporations that involve large groups of people. In discussing corporate ethics, there is bound to be confusion. After all, a corporation is simply a collection of individuals—or more precisely, a set of contracts that bind together individuals—with different, often conflicting interests. It is in this sense that we would argue corporations themselves do not behave ethically or unethically—only individuals do. Our perspective raises several questions: If corporate executives, managers, and employees are not pursuing their own interests, then whose interests might they be serving? That of their bosses? The company’s shareholders? The firm’s board of directors? And what if major conflicts exist among these various interests? The Informational Role of Ethics Codes. Even though ethics codes are unlikely to resolve fundamental corporate ethics questions, eradicate self-interest, or change individuals’ preferences, these codes still have the potential to modify employee behavior. Thus far, we have generally assumed that corporate managers and employees know how to increase corporate value. But in an array of circumstances, this presumption would be questionable. In extreme cases, managers’ and employees’ uncertainty about appropriate ethical standards might even be a greater corporate problem than their failure to work hard or to act in accordance with standards that are well-established and clearly defined. One source of potential confusion is that ethical standards vary both over time as well as across countries. Societal changes such as the civil rights and women’s rights movements have certainly altered conceptions of socially acceptable behavior. Thus, some actions that might have been acceptable one or two decades ago would not be today. Moreover, the progressive globalization of corporations is increasingly forcing corporate employees to recognize and adapt to differences in national and regional cultural expectations. Clashes between Corporate Culture and Differing Generational Values. There is at least one big challenge in crafting a JOURNAL OF APPLIED CORPORATE FINANCE corporate culture that reflects the shared values of all the employees and managers within the firm—namely, different generations of employees apparently have different values. This can produce clashes among employees. A recent study by Johns Hopkins University found that different generations have remarkably different core values.15 Their values appear to be shaped by a combination of their environment and their experiences when growing up. Because experiences and environments differ across generations, their values differ, as well. Table 1 summarizes their key findings. These differences highlight an important management challenge: finding ways to integrate people with differing generational values. Since all corporations of any size have employees from several generations, we saw that clash unfolding today as firms struggle to establish in-office work policies following the pandemic. For example, when surveying its employees currently working in either remote or hybrid roles, Deloitte found that if their employer asked them to work on-site full-time, fewer than 10% of Gen Zs, but fully 75% of Millennials, said they would consider looking for a new job.16 And Elon Musk reportedly clashed with millennials within his organization. Musk has a live-at-work ethos that most find difficult to emulate, and many openly deplore. His values clash with those of many of his younger workers who value the flexibility and convenience of working from home, who question their commitment to a job, and who dislike the “daily grind.”17 These profound generational differences suggest the potential value of new managerial approaches to dealing with employees. CHANGING CORPORATE CULTURE Managers trying to make substantial changes in their corporate culture often face enormous obstacles.18 Corporate culture begins to form when the firm’s founder starts to hire its first employees. The shared values of these early employees begin to set the tone for the company. Managers tend to hire new employees with similar shared values, beliefs, and work ethics. As the organization grows, its culture becomes more ingrained. But in cases where employee recruitment focuses narrowly on getting people with the right skills, cultural mismatches can arise; new hires can have very different cultural values than the firm’s shared values. Mismatches create corporate culture vampires, employees who might appear productive and supportive, but who behind the scenes could be undermining the firm’s strategy (and morale) by criticizing both the company and its managers. To the extent that a counterproductive culture has become engrained within a firm’s policies and personnel, large culture shifts may require wholesale layoffs and restaffing. For instance, 15 Odukoya, A. 2022. “The Changing Generational Values”. //imagine.jhu.edu/blog/2022/11 /17/the-changing-generational-values/ 16 Parmlee, M. “2023 Gen Z and Millennial Survey.” http://www.deloitte.com/global/en/ issues/work/content/genzmillennialsurvey.html 17 Higgins, T. 2023. “Elon Musk Is All About the Nonstop Grind. And He Can’t Stop Talking About It.” Wall Street Journal. www.wsj.com/articles/elon-musk-is-all-about-the-nonstopgrind-and-he-cant-stop-talking-about-it-551d2abd 18 Walker, B., and S. Soule. 2017. “Changing Company Culture Requires a Movement, not a Mandate.” Harvard Business Review. hbr.org/2017/06/changing-company-culture-requires-amovement-not-a-mandate 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 26 TA B L E 1 Generation Changing personal values across generations. Baby boomers Generation X Generation Y (millennials) Generation Z Born 1946 to 1964 1965 to 1980 1981 to 1996 After 1996 Values Competitive Work centric Conservative Work-life balance “Work hard, play hard” mentality Independent Materialistic Questioning Flexible Self-prioritization Diverse Inclusive Mental health prioritization Communicative Stability and balance Collaboration Flexibility consider the culture of a typical US Federal agency. A 2017 survey reported that 72% of federal employees believed that their agency rarely or never would seek their ideas for improvements, and 71% reported that the government was less open to new ideas than the private sector.19 Changing such a culture is virtually impossible. Few young overachievers seek government jobs because of the relatively low pay and the stifling bureaucratic inertia preventing even small changes. Thus, one should not be surprised to find that federal agencies consist overwhelmingly of career bureaucrats with the taste for skillsets to prosper in that environment. Civil service laws create high barriers to firing people. To replace them with younger, more entrepreneurial employees would require wholesale changes in Federal regulations, compensation plans, decision-making responsibility, and performance metrics. But such federal changes would be opposed by entrenched employees. This process likely requires decades and several presidential administrations, any of which could derail the process. Although less formal features of organizations can be important in reinforcing and communicating organizational architecture, they also can raise the costs of changing its culture. Though it would require some effort, managers can change decision rights, formal evaluation, and compensation schemes in relatively straightforward ways. Moreover, these changes can be clearly communicated to the affected employees. But getting employees to change their heroes, customs, and social rituals are almost certain to be more difficult and time-consuming. These cultural features tend to be created through informal communication channels, and so they take more time both to establish as well as to dismantle. That said, a corporate culture at times requires change. This typically happens because some important aspect of the firm’s environment has changed. Market conditions, technology, and government regulation are major factors driving the firm’s choice of its corporate strategy and hence its organizational architecture, including its culture. Therefore, changes in these aspects of its environment can make its old culture obsolete. Product innovation, new entrants offering competing products, or a change in the firm’s legal or regulatory environment, thus, can prompt changes. But a change also might be required because the firm simply erred in crafting its existing culture. But whatever the reason for the change, it is important to recognize that because the various facets of a firm’s architecture are interdependent, successfully navigating a productive change requires a thoughtful plan for effective implementation. For example, McKinsey’s research suggests that less than a quarter of organizational redesign efforts are successful.20 Because massive culture changes tend to be quite costly, not to mention risky, undertakings, most executives only tinker with their organizations’ culture “around the edges,” normally avoiding big shifts. Though difficult, some firms appear to have successfully changed their cultures. The Case of PepsiCo. Replacing the chief executive officer can be one way to set the stage for a change in corporate culture. Indra Nooyi was appointed chief executive at Pepsi and served in that position from 2006 to 2018. She was selected as CEO not only because of her impressive track record of accomplishments but also because she expressed a passion to change Pepsi’s culture from the top down. At the time, Pepsi was known for its intensely driven culture and its marketing of sugar-laden beverages—with their potential health problems. Nooyi recognized that in addition to the declining demand for its core products the company faced a problem of attracting and retaining a new generation of employees.21 In Nooyi’s words: Millennials want to work for a company that has a purpose and is making a difference to the world. To attract and retain the best and the brightest to our company, we had to create an environment that allows people to bring their whole selves to work. That was a daunting task. Nooyi was instrumental in a major restructuring and refocusing of the company designed to accomplish both its product and internal cultural objectives. She guided the spin-off of the company’s bottling operations as well as its restaurants, including KFC, Pizza Hut, and Taco Bell. As part of the company’s strategy of diversifying into more healthful drinks and foods, she also oversaw the acquisition of Tropicana Products as well as Pepsi’s merger with the Quaker Oats Co. Uber. In 2017, a company investigation into sexual harassment claims resulted in the resignation of Uber’s CEO and the 20 19 www.prnewswire.com/news-releases/new-research-finds-72-percent-of-federalgovernment-employees-say-their-agency-rarely-or-never-seeks-ideas-for-improvement300466544.html Aronowitz, S., A. De Smet, and D. McGinty. “Getting Organizational Redesign Right.” McKinsey Quarterly, June, 2015. 21 Cao, S. (10/25/17). “PepsiCo CEO Indra Nooyi: Changing Corporate Culture Is Not a ‘Feel-Good’ Project.” https://observer.com/2017/10/pepsico-ceo-indra-nooyi-changingcorporate-culture-is-not-a-feel-good-project/ 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 27 firing of more than 20 employees.22 Unlike the CEO change at Pepsi, Uber’s CEO change was prompted by a scandal. Its new CEO undertook the task of changing the company’s culture. Both employees and drivers were invited to participate in developing new principles, and some 12,000 participated in this process aimed at amending its corporate culture. They developed the following principles: ∙ We build globally, we live locally. ∙ We are customer obsessed. ∙ We celebrate differences. ∙ We do the right thing. ∙ We act like owners. ∙ We persevere. ∙ We value ideas over hierarchy. ∙ We make big bold bets. There are several aspects of Uber’s newly articulated principles of corporate culture that are worth noting: (1) Because the scandal emanated from the top of the organization, a top-down culture change perhaps would be less effective; senior management had ceded some of its moral authority. (2) Even if a quite similar list might have been produced without the scandal, its articulation served to signal that a material change in Uber’s culture had occurred; actions that might have been tolerated previously would no longer be. (3) News of this scandal had been sufficiently public that Uber faced potential defections by both drivers and customers. In part, this process was intended to forestall such losses. (4) The open invitation for participation by both employees and drivers increased the likelihood of buy-in, not only by those who participated but also by those who declined to participate directly yet still felt a sense of representation by others who were in similar circumstances. (5) It provided transparency in the process. (6) It helped to reinforce more formal elements of Uber’s organizational architecture. While it is difficult to tell whether its culture has been successfully changed, Uber has substantially outperformed its major competitor, Lyft, in the stock market over the succeeding years. Sealed Air. The company that invented bubble wrap, Sealed Air offers another example of a company that successfully changed its corporate culture.23 In the late 1980s, it faced a looming change in its environment, one that worried the company’s senior leadership. Its major patents were expiring, and along with them, much of their ability to forestall competition. Given their track record of 45%–50% increase in reported profits, senior management anticipated a substantial increase in competition. Their historical market environment had allowed the company to operate with little competitive pressure to contain costs. As a result, the firm had relatively inefficient operations. One indication of this impending problem was that in Europe, where the firm enjoyed less extensive patent protection, the company had fared poorly. Anticipating the increase in competition, and to increase efficiency and improve its chances for survival, the company’s 22 Dudovksiy, J. “Uber Organizational Culture: A Brief Overview.” 7/19/21. https://researchmethodology.net/uber-organizational-culture-starting-new-page/ 23 Wruck, K. 1994. “Financial policy, internal control, and performance: Sealed Air Corporation’s leveraged special dividend.” Journal of Financial Economics 36(2):157-192. JOURNAL OF APPLIED CORPORATE FINANCE executives initiated an array of decisions designed to improve the culture of the company. Managers used every opportunity to explain this emerging challenge to their employees. It also structured stronger financial incentives throughout the firm to focus more on efficiency and cash flow. To boost both its production efficiency and product quality, it launched manufacturing improvements, instituted stringent capital-budgeting procedures, cut back on unproductive investments, and increased the firm’s leverage to place more pressure on employees to generate sufficient cash flow to service its debt and avoid bankruptcy. For the most part, these changes appear to have had their desired effect in changing the firm’s corporate culture. Following these changes both earnings and stock price performance improved substantially. Sequencing Changes. Our point in insisting that changes in the firm’s architecture be coordinated is not to suggest that all these facets should be changed simultaneously. While within a system of complements, many things must change to produce the desired effect, it normally would be counterproductive to change everything at once. Instead, we argue that although it is critical to understand the entire array of components that might require change, this should be viewed as just Step 1. Step 2 would be the development of a plan for implementing that set of changes. An effective plan for implementation well may specify that changes be instituted sequentially, perhaps in stages, rather than all at once. Step 3 then would be the implementation of the plan. This type of organizational change is hard and can take time. It is possible that the performance of the firm might decline as initial steps are taken, but before subsequent complementary changes are instituted in the firm’s architecture, including its culture. But this does not imply managers should abandon their plans to make planned changes; they should keep their focus on the longer-term goal of a more productive firm. At times you must take one step backward before you can take two steps forward. CORPORATE CULTURE AND THE OBJECTIVE OF THE FIRM One key component of a firm’s corporate culture involves communicating the organization’s objective function. Within our organizational architecture framework, we assume that the objective of the firm is to maximize shareholder value—and that companies should design both their formal architectures and corporate cultures toward this end. Various individuals and organizations, however, have argued that this view is too narrow, that corporations should focus on broader groups, radically changing their corporate objectives and cultures. Stakeholder Value Maximization. In 2019 the Business Roundtable issued a statement, signed by 181 CEOs, that proposed to redefine the purpose of the corporation. Their statement on corporate purpose was as follows: While each of our individual companies serves its own corporate purpose, we share a fundamental commitment to all our stakeholders. We commit to: 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 28 ∙ Investing in our employees. This starts with compensating them fairly and providing important benefits. It also includes supporting them through training and education that help develop new skills for a rapidly changing world. ∙ We foster diversity and inclusion, dignity and respect. ∙ Dealing fairly and ethically with our suppliers. We are dedicated to serving as good partners to the other companies, large and small, that help us meet our missions. ∙ Supporting the communities in which we work. We respect the people in our communities and protect the environment by embracing sustainable practices across our businesses. ∙ Generating long-term value for shareholders, who provide the capital that allows companies to invest, grow and innovate. We are committed to transparency and effective engagement with shareholders. ∙ Each of our stakeholders is essential. We commit to deliver value to all of them, for the future success of our companies, our communities, and our country. Stakeholder Value Maximization is not a completely new idea. In 1969, Ralph Nader and several other lawyers launched what they called the Project on Corporate Responsibility with this statement: Today we announce an effort to develop a new kind of citizenship around an old kind of private government—the large corporation. It is an effort which rises from the shared concern of many citizens over the role of the corporation in American society and the uses of its complex powers. It is an effort which is dedicated toward developing a new constituency for the corporation that will harness these powers for the fulfillment of a broader spectrum of democratic values.24 The apparent gulf between our organizational architecture framework and the position of either the Business Roundtable or Ralph Nader is not as wide as you might think.25 We also would argue that each of these groups of stakeholders is important. For example, customers are incredibly important to any business; without the revenue they provide, the company fails. The easiest way to increase customer satisfaction with your product is simply to lower its price. But if revenues do not cover costs, you will go out of business. Similarly, employees and suppliers also are critical groups. A simple way to increase employee or supplier happiness would be to raise their wages or the prices paid for their inputs. But then again, unless revenues exceed costs, the firm fails. Moreover, you do not have to go to the extreme of corporate failure. If additional resources are diverted from shareholders, their willingness to fund corporations who the Business Roundtable acknowledged provide the capital that allows companies to invest, 24 Collins, J. 1979. “Case Study—Campaign to Make General Motors Responsible.” reprinted In Ethical Issues in Business, edited by Thomas Donaldson and Patricia Werhane, 90. Englewood Cliffs: Prentice-Hall. 25 Bebchuck and Tallarita’s research suggests that the Business Roundtable’s statement about focusing more broadly on stakeholders as opposed to shareholders was more rhetorical than real (Wall Street Journal, 8/18/21). grow and innovate is reduced. And if that diversion were large enough, few if anyone at all would fund these activities—at least if undertaken by US corporations.26 Competing international corporations and capital markets without these diversions would thrive. We believe that a fundamental advantage of a managerial focus on maximizing stockholder value is that it not only demands recognition of the important role played by each of these groups— customers, employees, suppliers, as well as shareholders—but it does more: It provides concrete guidance on exactly how corporate executives should deal with each group. For example, it would imply that in dealing with employees, the objective is neither to minimize their level of compensation nor maximize their happiness. Attempting to pay employees less than they could receive at other firms is a policy that surely would lead to higher employee turnover. And the first employees to quit would be among the most productive, because those tend to be the employees with the greatest opportunities at other firms. Shareholder value maximization implies that employees, suppliers, and customers should be compensated fairly—but not excessively. The trick in each of these cases is to find the right, or optimal level—not too little, but not too much. Let us now turn to the question of community support. Many firms actively support the communities in which they operate. But rather than doing so as an act of pure charity, it too can reflect a value-maximizing business decision. Consider the business history of the city of Rochester. In the 1970s, when two of us (Jerry and Cliff ) joined the U of R faculty, the three largest firms in Rochester were Kodak, Xerox, and Bausch & Lomb. These three companies contributed generously to an array of local organizations, including local colleges and universities and numerous non-profit cultural organizations. Each of these firms relied on a set of employees with strong technical educations. To recruit and retain such people, their employment opportunities were obviously important to their decisions. But the cultural and educational opportunities that were available within the community for both them and their families were important as well. Thus, these corporate contributions increased the attractiveness of the community and so made it easier for them to hire and retain talented people. (In fact, a Chamber of Commerce publication in the ’70s asserted that Rochester had more engineers than any of 23 other states!) Today the Rochester business community is very different. Each of these once major companies has fallen on more difficult times. Although the population of the city is about the same as in the ’70s, instead of three companies with large employee populations, there is a multitude of smaller firms. In this current environment, the benefits to any of these companies of corporate philanthropy would be smaller. Although every CEO would favor a more vibrant cultural community environment, each CEO prefers that other CEOs make charitable contributions. This is a classical “free-rider” problem and so no one should be surprised 26 Some investors are willing to sacrifice financial returns to promote social objectives (such as environmental sustainability and racial justice). Delaware allows for-profit corporations to organize as Public Benefit Corporations. The public benefit must be specified in the company’s certificate of incorporation. Most PBCs are relatively small with targeted customers and investors who are particularly socially conscious (e.g., Patagonia Works). 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 29 JOURNAL OF APPLIED CORPORATE FINANCE to learn that aggregate corporate contributions in Rochester today are smaller than in the 1970s. Other examples: a company with a large plant in an inner city might decide that investing corporate resources and personnel to improve area schools would lead to more qualified job applicants and eventually higher-quality, lower-cost products. Giving money to the local university might benefit the firm by improving its R&D and increasing its access to top graduates. Reducing pollution and improving the environment might lower its wage bill to the extent a cleaner local environment makes it easier to attract skilled workers and lower its risk of legal action for environmental damage. In sum, corporations’ intent on maximizing their long-run firm value often find it in their interest to devote resources to non-investor “stakeholders” such as employees, customers, suppliers, and local communities. Maximizing firm value in fact means devoting resources to each important corporate constituency to improve the terms on which they contract with the company, both to maintain the firm’s reputation and to reduce the threat of restrictive regulation. More precisely, it means allocating corporate resources to each group that affects firm value—but only to the point where the incremental benefits from such expenditures at least equal their additional costs. Friedman’s Position on Corporate Social Responsibility. Nobel Laureate Milton Friedman articulated a frequently cited standard of corporate social responsibility when he wrote: Consider the issue of corporate philanthropy. There are several reasons why it might be more efficient for the corporation to focus on creating wealth and let its shareholders, employees, and customers choose the beneficiaries of their charitable contributions. By maximizing their shareholders’ wealth, corporations effectively maximize the size of the pie available for distribution; and in so doing, they enlarge the pool of individual (non-corporate) resources available for charity. Admittedly, there are arguments for corporate contributions. For one thing, neither information nor analysis are free. The corporation may have a greater understanding of some of these issues—especially some of the more subtle ones— because they can afford to devote more resources to their analysis. In contrast to Friedman, Nobel Laureate Oliver Hart and Luigi Zingales assert that public companies should maximize something they call shareholder welfare as opposed to shareholder wealth.28 The former amounts to satisfying shareholder preferences, which as Hart and Zingales argue, might be ascertained by shareholder voting. But voting is fraught with both practical (for instance, small investors rarely vote their shares) and theoretical problems (Kenneth Arrow raised concerns with whether voting is an appropriate method of aggregating individual preferences into social preferences). Without evidence, we remain unconvinced. CONCLUSIONS In a free-enterprise, private property system, a corporate executive is an employee of the owners of the business. He has direct responsibility to his employers. That responsibility is to conduct the business in accordance with their desires, which generally will be to make as much money as possible while conforming to the basic rules of society. What does it mean to say that the corporate executive has a “social responsibility” in his capacity as businessman? If this statement is not pure rhetoric, it must mean that he is to act in some way that is not in the interest of his employers. For example, that he is to make expenditures on reducing pollution beyond the amount that is required by law in order to contribute to the social objective of improving the environment. [The problem in this case is that] the corporate executive would be spending someone else’s money for a general social interest…[when] the stockholders or the customers or the employees could separately spend their own money on the particular action if they wished to do so.27 27 Friedman, M. 1979. “The Social Responsibility of Business is to Increase Its Profits.” New York Times Magazine, reprinted In Ethical Issues in Business, edited by T. Donaldson and P. Werhane, 191-7. Englewood Cliffs: Prentice-Hall. Some executives, consultants, and academics stress the importance of the formal elements of a company’s organization, such as its incentive compensation plans, while others emphasize the role of less formal aspects of an organization, including corporate culture. We believe that the formal elements of a firm’s organizational architecture—the assignment of decision rights, and its performance evaluation and reward systems— and its corporate culture should be viewed as complements. Well-designed organizations typically have reinforcing formal and informal elements that fit with each other and with the firm’s business strategy. Understanding the linkages between the two can be especially important in helping managers who want to change their corporate cultures or who want to make the formal elements of their organizational architecture more effective. Executives face two serious challenges with respect to their corporate cultures. First, they must work to reshape their cultures to implement new or revised corporate strategies that arise from changing technologies, government regulation, or competition. Second, they must find ways to recruit, motivate, and retain new employees who bring different values than the existing employees because the existing staff (and especially senior managers) grew up within quite different environments than these younger employees. 28 Hart, O., and L. Zingales. 2017. “Companies Should Maximize Shareholder Welfare Not Market Value.” www.ecgi.org and “Serving Shareholders Doesn’t Mean Putting Profit Above All Else.” Harvard Business Review (10/12/17). 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 30 Corporate culture can play an important reinforcing role in helping an organization achieve its mission. A strong culture provides valuable non-monetary rewards, sets employee expectations, and enhances employee recruitment retention, and communication within the corporation. How to cite this article: Brickley, James A., Clifford W. Smith, and Jerold L. Zimmerman. 2023. “Corporate Culture and Organizational Architecture.” Journal of Applied Corporate Finance 35: 22–31. https://doi.org/10.1111/jacf.12576 17456622, 2023, 4, Downloaded from https://onlinelibrary.wiley.com/doi/10.1111/jacf.12576 by National Sun Yat-Sen, Wiley Online Library on [20/02/2025]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License 31
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