Corporations and the 21st Century: How Do Today’s Companies Need to Change to Meet Tomorrow’s Needs?1 Sandra Waddock Boston College Carroll School of Management Chestnut Hill, MA 02467 617-552-0477 waddock@bc.edu Allen White Tellus Institute 11 Arlington Street, Boston, MA Co-Founder: Corporation 20/20 awhite@tellus.org Mark Goyder Tomorrow’s Company IOC House 4 Victoria Street London SW1H 0NE United Kingdom +44 (0)20 7222 7443 Fax +44 (0)20 7222 7585 Jane Nelson CSR Initiative, Kennedy School of Government Harvard University Cambridge, MA 02138 (617)496-7706 Jane_Nelson@harvard.edu Peter Lacy, Managing Director European Academy of Business in Society 78-80 Rue Defacqz 1060 Brussels, Belgium Tel:+32 2 541 1610 Fax: +32 2 502 845 James E. Post Boston University School of Management Boston, MA 02215 617-353-4162 jepost@bu.edu 1 This note is based on a conversation that took place at the Academy of Management Annual meeting, August 2007, Philadelphia, PA, in an All Academy Symposium session entitled “Corporations and the 21 st Century: How Do Today’s Companies Need to Change to Meet Tomorrow’s Needs?” Corporations and the 21st Century: How Do Today’s Companies Need to Change to Meet Tomorrow’s Needs? When corporations were first developed on a large scale in the late 19th century, their charters designated that they were only to remain incorporated as long as they served what the US Constitution termed the general welfare. Thus, at least in theory, corporations would remain incorporated only as long as they continued to serve the interests of society, as well as providing goods and services that resulted in profits for their owners (Greenfield, 2005; Derber, 1998). In part, the embeddedness of social purpose in corporations resulted from the fear that many people had about the power that large-scale corporations might accumulate (see Derber, 1998). Many critics and anticorporate NGO (non-governmental organization) activists would argue today that these original social purposes of the firm have been lost or certainly greatly diminished in the current context of almost single-minded attention to short-term shareholder returns (Korten, 1995). Indeed, one critic has strongly argued that as currently structured corporations are nothing less than pathological, in part because of their apparent singleminded focus on shareholders (Bakan, 2004). The implication is that it is impossible for corporations to do both well and (social/ecological) good. Despite or perhaps because of these concerns, in the last decade of the 20th and the first years of the 21st centuries, we have witnessed a virtual explosion of company and public interest in corporate responsibility, corporate citizenship, and corporate social responsibility, particularly from large multinational enterprises. This interest evolved as companies attempted to demonstrate publicly their commitment to “doing good” in addition to “doing well” for shareholders. An argument could be made that the interest in corporate responsibility arose partly to allay some of the criticisms large companies were facing, particularly for policies related to globalization, power, and economic reach, and even help prevent future regulation of corporate activities. In some respects, the rapid emergence of themes of corporate responsibility (CR)2 represents an effort by companies themselves to ‘do good’ in society, as a way of balancing out the ills that numerous critics claim they have inflicted on societies and nature. Years of research on the link between social and financial performance has similarly attempted to demonstrate the business case for greater corporate responsibility, also sometimes called the instrumental approach (Jones, 1995; Donaldson & Preston, 1995), i.e., that companies can ‘Do Well by Doing Good’ (for extensive reviews, see Margolis & Walsh, 2003; Orlitzky, Schmidt & Rynes, 2003). But these CR efforts are frequently claimed by corporate critics to be nothing more than window dressing or public relations activities that attempt to cover up the problems of globalization, power and resource imbalance, and erosion of democratic institutions related to business models rooted in shareholder interests as opposed to broader stakeholder interests. 2 For shorthand, we will use the term corporate responsibility to reflect all three terms. Critics of capitalism charge that modern corporations, particularly multinationals, have too much power and influence over everyday life in ways that are not contributing to better human health or welfare and indeed may be harming it in many ways (e.g., Crossly, 2003). One prominent critic has even claimed that as currently structured, corporations are nothing less than pathological and that without significant structural changes, they are likely to remain so (Bakan, 2004). Criticisms of corporate activity by NGOs and in popular media range from companies’ negative impacts on the ecology, including contributions to global warming, pollution, species extinction, deforestation, desertification, and overuse of natural resources. Other critiques focus on the impacts of corporate practices and selling techniques on societies, and in creating an apparently growing gap between rich and poor nations and individuals on a global scale. Global companies, in particular, have faced numerous criticisms for supply chain practices in developing nations that involve poor wages even relative to local wage scales, mistreatment and even abuse of workers, use of child labor, failure to pay overtime or a living wage, sweatshops, among numerous other charges. The list could go on, but the point is clear: many people in the world are not happy with the current state of affairs with respect to the power, influence, and impacts of large corporations. And many of these problems derive from the very successes of the strategies employed by well-known companies (Waddock, 2007). Indeed, even CEOs (see Blowfield & Googins, 2006) (in rare reflective moments) are sometimes willing to acknowledge the limitations that pressure for short-term performance place on their ability to truly guide their companies toward effective longterm performance that might serve both shareholders and societal interests. As a result, some opinion leaders have begun to argue that the current constitution of corporations has created systemic structural problems that prevent corporations from really focusing on “doing good” or even that they are inherently pathological (Bakan, 2004). Because their primary obligations under current (US) law are to shareholders, the manifestation of those obligations in capital markets has tended in recent years to be unrelenting pressure to meet quarterly earnings expectations of analysts and to deliver ever increasing share price increases, . Numerous US states have passed stakeholder laws that officially permit some consideration of other stakeholders’ interests and US law does not actually require maximization of shareholder returns (Greenfield, 2005; Savitz, 2006). Further, the historical European social contract has favored more emphasis on the regulation of business activities with a broader social safety net (based largely on a communitarian attitude embedded in societies) (see Lodge & Vogel, 1987; Rifkin, 2004), though some observers claim that Europe too is moving toward the US model. Still, it is likely that the fundamental problem can be resolved only by actually changing the legal and regulatory constitutions that grant companies the right to exist and to do business in a form that better serve society’s and stakeholders’ interests (Post, Preston & Sachs, 2002). Some people in fact are asking the even tougher and fundamentally systemic question: if we could design corporations from scratch, what would they look like if they are to meet societies’ needs in the 21st century and if long-term ecological and social sustainability is to be achieved? What follows are summary comments from some of these individuals presented at an All-Academy Symposium session at the Academy of Management 2007 annual meeting in Philadelphia, PA. Called by Marjorie Kelly, former editor of Business Ethics magazine (and co-founder with Allen White of Corporation 20/20) (after Betty Friedan) ‘the problem that has no name’ (Kelly, 2006), the central issue that the panel tackled was ‘What should be the future of the corporation so that it can better contribute to societies’ needs?’ The symposium was keynoted by representatives of two forward-looking initiatives that are dealing directly and deliberatively with this central challenge about the future of the corporation, Allen White, co-founder of Corporation 20/20 (and the Global Reporting Initiative) in the United States (and senior fellow and vice president at Tellus Institute in Boston), and Mark Goyder, founder of Tomorrow’s Company in the United Kingdom. Commentators were Jane Nelson, director of the CSR Initiative at Harvard University’s Kennedy School of Government, Peter Lacy, managing director of the European Academy of Business in Society (EABIS), and James E. Post, professor of management and public policy, Boston University, with Sandra Waddock, professor of management at Boston College as organizer and facilitator of the conversation. Corporation 2020: Allen White There is an important question that is going largely unasked: ‘Are corporations equipped for the 21st century?’ Corporations face a time of unprecedented turbulence and uncertainty in terms of their future architecture. At the same time, the ascendance of the corporation as the primary global economic engine makes their future form too too important to be left to the vagaries of the market. The corporate future, in this view, must be a matter of intentional choices developed through public discourse, and subject to policy debates and a political process, just like any other important public policy issue such as health, education or global security.. Significant emerging academic interest exists in this arena, for instance, Sumantra Ghoshal’s (2005) article ‘Bad Management Theory is Destroying Good Management Practice.’ This line of inquiry points to the implicit, and injurious assumptions, of much of contemporary management theory: that employees need to be controlled and monitored, and cannot be trusted;, that according to notions of competitive advantage, shareholder interests compete with rather than complement those of other stakeholders— suppliers, customers, communities; and that managers’ interests must be aligned with those of shareholders to control agency costs, for example, through stock options. However, the team production model of the firm offered by Blair and Stout (1999), points out that everyone takes risks in providing financial, human, natural and social capital . Shouldn’t these interests be represented in roughly equitable fashion as we think about the future form of the corporation? There is a missing public policy debate on “corporate redesign.” This debate suggests that we should strive to elevate the question of corporate design to the level of other pressing global issues, such as trade policy, immigration, climate change. This missing corporate design issue is the root of the prevailing approach to corporate responsibility in which various issues are too often viewed as isolated and disconnected: labor standards in contract factories, governance misconduct, climate change, outsourcing, and income disparities, for example. To think about corporate redesign, we need to go beyond the narrow boundaries of corporate social responsibility (CSR) to a post-CSR world where social mission is not optional but embedded in the core purpose and architecture of corporations. Only in this way will the unparalleled capabilities of the corporation for innovation and problemsolving be harnessed to serve the public interest. This shift, in turn, will require challenging conventional wisdom around the fundamentals f corporate form: e.g., purpose, nature, ownership, shareholder primacy, fiduciary duty, internal incentives and rewards, board composition, and interface with capital markets. The “intelligent” design of corporations of the future is too important to be left to the markets and points toward certain attributes that we might wish to promote in shaping future corporate forms. There are already examples we might point to, such as Grupo Nueva (which is owned by the VIVA trust), is focused on leadership development and leadership development in Latin America.. The New York Times views itself as a public trust whose core mission is for an informed citizenry and electorate. Hindustan Unilever has vowed to end childhood malnutrition in India, and is working with UNICEF and Synergos on this issue. The John Lewis Partnership has as its mission to “serve the happiness of employees.” And Grameen Bank and Groupe Danone have established the Grameen Danone Foods Social Business Enterprise in Bangladesh, which will create a new business in partnership with local communities, to strengthen nutrition and alleviate poverty. These social mission companies blur the boundaries between public and private purpose in new ways, and suggested a need for 1) principles to guide future “corporate designs,” and 2) integrated models of corporate forms that adhere to such principles. Since 2004, a group of nearly 200 individuals have been exploring the purpose of the corporation in light of 21st needs and expectations in an initiative called Corporation 2020. Through workshops, electronic dialogue and research, Corporation 2020 has developed six design principles that focus on corporate purpose, capital, sustainability, wealth, governance, and polity. The principles, with short explanations, are: Principle 1, Purpose: The purpose of the corporation is to harness private interests to serve the public interest. Corporate design starts with purpose. Why does society allow corporations to exist? To serve the public good. Why do individuals start corporations? To serve their own interests. Effective design knits these two together. Principle 1 articulates an emerging social consensus: corporations have social responsibilities, and when those conflict with profit-making, the public good comes first. Principle 2, Capital: Corporations shall accrue fair returns for shareholders, but not at the expense of the legitimate interests of other stakeholders. This principle recognizes the need to reward capital with a fair return on investment, but with one critical caveat: such returns shall not be achieved by externalizing costs onto other legitimate stakeholders such as employees, communities, the environment, and future generations. How can corporations attract capital without handing control of the organization to capital, and thereby inducing such externalization? The answer lies in rethinking the corporate-capital interface. One lever, for example, might be slowing short-termism: requiring investors to hold shares for a year before gaining voting rights, or enacting strong capital gains taxes on short-term trades. Similarly, compensation incentives might be changed to modify or outlaw stock options, or make bonuses contingent on achieving social and environmental performance targets. Another lever might be new kinds of stock exchanges or new forms of corporations that rebalance capital control in innovative ways, through dual-class voting or creating holding companies with designed-in social mission. Principle 3, Sustainability: Corporations shall operate sustainably, meeting the needs of the present generation without compromising the ability of future generations to meet their needs. This principle speaks to the inter-generational obligations of corporations. It is not sufficient to operate a corporation purely for near-term profits. Society expects and deserves organizations that take the long view, which is the essence of sustainability. In the case of ecological sustainability, the role of government is to set broad environmental policy–such as carbon limits–and the role of business is to adapt in flexible ways. Sustainability should also be embedded in the corporation’s governance structure, for example, through board-level expertise created with training in sustainability concepts, creation of sustainability committees, or setting environmental performance targets for the CEO. Boards might designate a seat for an environmental specialist, or government could require this for sectors like mining and timber. Companies should be required to produce annual sustainability reports, as several thousand already do. Sustainability ratings for companies might be used as a benchmark for awarding government contracts. Principle 4, Wealth: Corporations shall distribute their wealth equitably among those who contribute to such wealth creation. Wealth should flow to those who create it. That implies an equitable distribution among the parties who jointly and inseparably contribute to the wealth creation process. Boards might conduct an annual review of the sources of company wealth–for example, weighing the relative contributions of capital and labor, and the successes of various departments–and make profit distributions accordingly. Government could make widespread employee ownership a goal on par with the post-World War II goal of widespread home ownership, perhaps via a government-chartered financing vehicle similar to Fannie Mae, which was chartered by the federal government to create financing for widespread home ownership. Employee profit-sharing should also become routine. And all of this should be undergirded with a society-wide commitment to a living wage. Principle 5, Governance: Corporations shall be governed in a manner that is participatory, transparent, ethical, and accountable. Governance is a central lever by which purpose is enacted at the level of the firm. And governance is about who holds the levers of power: who owns the company, who gets to vote, who’s on the board, and what the board focuses on. It’s about articulating a vision of company success that includes but goes beyond financial measures. And it’s about tracking progress toward that vision with measurement and reporting, pay incentives, and mission review. Principle 6, Polity: Corporations shall not infringe on the right of natural persons to govern themselves, nor infringe on other universal human rights. Internally, corporations must recognize that the rights of corporations are constrained by a higher social imperative: that government is the ultimate arbiter of societal accountability. In that role, one matter is unequivocal: government is accountable to the people, not to corporations. That means creating transparency for and limits on lobbying and campaign contributions at the level of both company policy and governmental regulation. Companies must also recognize that human rights take precedence over company rights, and that human dignity must not be compromised for profit. This might mean companies embrace the concept of a compact describing the human rights obligations of companies. Discussions of such a compact have been active for at least five years under the auspices of the United Nations. Going forward, we need to create a forum for like minded, diverse stakeholders on the issue of corporate redesign, build consensus around corporate redesign and core principles, and create an action agenda for the mid- and long-term. This is the core mission of Corporation 2020 (www.corporation2020.org)3 is doing, along with a Summit on the Future of the Corporation (www.summit2020.org) that will convene in Boston’s historic Faneuil Hall in November 2007. Tomorrow’s Company: Mark Goyder4 Tomorrow’s Company5 is a business led think tank. Our vision is to create a business future that makes equal sense to staff, shareholders and society. Our major projects take the form of business led inquiries. We have successively ‘done’ the Role of Business in a Changing World (1995), the Future of the Annual Report (1998), Redefining CSR 3 Website: www.corporation2020.org, viewed 8/10/07. Mark Goyder is Founder Director of Tomorrow’s Company, a business-led think tank founded in 1996. For further information on the work of Tomorrow’s Company and its publications contact info@tomorrowscompany.com. 5 Website: http://www.tomorrowscompany.com/, viewed 8/10/07. 4 (2003), the Future of our Investment System (2004), and, in 2007, Tomorrow’ Global Company . Each time the method is the same: we get a group of business leaders, ask them a really difficult question that go to heart of the whole business system, and help them find their own answer. You could say our method is a bit of a fusion of Senge (1990, 2006) and Socrates. Publicly, the reports we publish have authority because of who is talking in them, that is, corporate CEOs and leaders. Privately, the experience of forming their conclusions often has a powerful effect on the leaders who help to develop them…and so they tend to lead to action. The Unipart Example One of my recent tasks in the United Kingdom was to fulfill my duty as a judge for the internal customer service awards for a company called Unipart, which has been a member of Tomorrow’s Company since our foundation in 1995 and whose CEO, John Neill, helped us shape the groundbreaking Tomorrow’s Company report of 1995. Unipart started life as the car parts division of the old now defunct British Leyland carmaker. Eventually under the leadership of their CEO, John Neill, they did a combination of a private equity deal and an employee buy-out, and they went independent. Still more than 80% of their business came from one contract–the Rover contract. With a business franchise like that you would have expected them to have gone under when Rover went under. But John Neill and his team had a vision. They pursued a relentless leadership approach based on continuous learning and what he called ‘shared destiny’ relationships. He went out to Japan and he sat at the feet of Toyota and Honda. He eventually badgered them into giving him contracts and teaching his company how to be a globally competitive parts supplier. The business went lean. It turned its expertise in warehousing and supply into a world glass logistics business handling parts and warehousing for other companies such as Vodafone, the National Health Service. Unipart developed a culture in which everyone took responsibility for their own learning. They created a Unipart University in 1994. By 2000 this had morphed into ‘The faculty on the floor.’ Everyone learned problem solving techniques and diagnostic skills and did not wait for permission to apply them. The internal award schemes, on which I am a judge, serve as reinforcement to this process. They are called (no pun intended) the ‘Mark in Action’ awards: they celebrate people like Eddie, the warehouseman, who had the idea of personally adopting a particular Jaguar dealer in Chicago, setting an example that dozens of his colleagues followed. I approve awards for invoice clerks who see and act on an opportunity to design better processes for their departments; customer liaison staff who work beyond their designated role in devising new training programs for their customers, and IT staff who have, on occasion, rolled up their sleeves and helped warehouse staff manually pick a parts order and ship it when many competitors would have said there was nothing they could do because ‘the system was down.’ Unipart is continually codifying and re-apply what has been learned. And do you know the latest? They have been working with HM Revenue and Customers–the UK’s tax authority–and at a pilot on the south coast, they have shown how only seven minutes in every hour are actually productive in the processing of tax forms. They are showing the tax office how they can reduce manpower levels by over 20 % and make other massive savings. So what does this story tell us? First, it does not prove, but it illustrates the fundamental truth that business is ultimately about leadership, values and relationships. Other things being equal, a business whose people truly believe in it and bring their whole selves to work will beat the pants off a business that relies on financial incentives alone. In 1995 John Neill was one of a group of business leaders who in the first Tomorrow’s Company inquiry set out an inclusive approach to sustainable business success. Every business needs to start by being clear about what it is for–its purpose--what it stands for—its values; which are the key relationships that will make it or break it; and what is its license to operate. After the publication of the report in the UK there was an intense debate about the report’s findings. One of its key insights was that Company Law governing the directors of directors should be both clarified and changed. Existing directors, the Inquiry found, thought that they owed their duty to shareholders. This is wrong: they actually owed and still owe their duty to the company. They are accountable to shareholders for the fulfillment of that duty. But the only way properly to fulfill that duty is by ensuring that all of a company’s key relationships with stakeholders are flourishing. Hence the reformulation of UK company law, finally introduced in November 2006, 11 years after it was recommended by the Tomorrow’s Company inquiry. This inclusive approach to enduring success is not new. It is common sense. You see it over the centuries at the heart of the success of businesses like Toyota, John Lewis Partnership in the UK, or Herman Miller or Hewlett Packard in the USA. We all know these things to be fundamental differentiators between success and failure. But there is a market failure. Capital markets are unsystematic and sloppy in the tools they use to assess the leadership of the business, its culture and its future capacity to succeed. Shareholder value on its own is a good measure of a company’s progress. But it is a bad theology. If you really want to understand the risks and opportunities that underlie a company’s current performance and future prospects, you need an inclusive approach as the basis for a rigorous analysis of the company’s purpose, values, key relationships and license to operate. If the board of Enron had seriously followed the advice to boards given them in that 1995 Tomorrow’s Company report, they would have focused more on the values of the company and asked for assurance that the way people were recruited, rewarded and promoted was in fact in line with those values. If investors in Enron had had a focus on values, the gap between rhetoric and reality could have been rapidly sniffed out: this is what I describe as the ‘behavioral audit trail’ (see Lessons from Enron Tomorrow’s Company, 2002). This is one conclusion from the Unipart story. But I think this story tells us something else as well – something highly pertinent to this debate. As John Neill used to tell the inquiry team of UK CEOs when they developed their 1995 inquiry report on the role of business in a changing world, “You cannot think your way into a new way of acting. You have to think your way into a new way of thinking. “ That’s why I think we have been successful in changing company law in the UK. The word design, which is so central to Allen White’s case, is misleading. You don’t achieve change by preparing a new theoretical concept and wheeling it onto the stage. It emerges from the real struggles of businesses to adapt to the changing expectations of society and the needs of the planet on which they depend. Of course I would accept that it helps to have a clear concept of the corporation to guide those struggles, and that is the value of the concept of an inclusive approach, which became known in the UK debate about company law as enlightened shareholder value. Some Distinctions Let me turn now to a number of important distinctions which we can make which will help clear the ground for this welcome debate. There is, first of all, a distinction between the corporate perspective and the societal perspective. Corporation 2020 comes at the question primarily from the societal perspective. Tomorrow’s Company, from its earliest report through to the one just published on Tomorrow’s Global Company (TGC), starts with the corporation and then asks what will be its role and the conditions for its success. So, while Tomorrow’s Company and Corporation 2020 have different starting points, we are moving towards one another; we both see the world changing and the way a company sees its purpose having to change as a result. In the TGC report you will find senior people from companies saying that the market is not giving the right signals and we need to set the market up better. Secondly, there is the distinction between the sustainability of the enterprise and the sustainability of the planet. I prefer to use the term sustainability to refer to the latter. I think it is confusing when companies use it to apply to the former. Thirdly, there is a vital distinction to be made between what I described in my book, (Living Tomorrow’s Company, 1998) as the belief system of the company and that of the firm. A company is a band, a group of people with a common objective. Its Latin origins are about sharing. In its original use the word suggests a business that starts with people and relationships. The origins of the word “firm” are also Latin. Firmare in late Latin meant to confirm the signature. The firm was literally the imprint–the style under which the firm conducts business. From Wall Street to university classroom, we can see examples of the great divide between these two belief systems. To people who think company: the corporation is a living organism--a bundle of values and relationships–and it has its own character and personality; assets are there to be stewarded; and profits are necessary to enable you to fulfill your purpose To people who think firm: the corporation is machine--a bundle of contracts and transactions; assets are there to be sweated; and profits are the reason for its existence In Tomorrow’s Company we see ourselves as champions of the first of these two belief systems. I see someone like Joel Bakan (2004), author of The Corporation, and Naomi Klein (2000), author of No Logo, as being like most of Wall Street in the way they subscribe to the second of these viewpoints. Let me turn to the propositions that Allen White makes on behalf of Corporation 2020. 1) “To harness private interests to serve the public interest.” I do not see this as the purpose of the corporation. Nor would the group of CEOs and others involved in Tomorrow’s Global Company accept this. It may be an accurate description of the role of the company but as a statement of purpose it completely misses the entrepreneurial essence of a business. There is no argument between us that business ultimately functions as a subset of society. Business has to recognize that it needs the protection of society and the common services that society provides. 2) “To accrue fair returns for shareholders but not at the expense of legitimate interests of other stakeholders.” The words fair and legitimate render this statement open to any number of interpretations. The proposition concentrates on distribution but says nothing about encouraging the generation of that wealth in the first place. Before the business can begin to be fair or legitimate it first has to finds a basis on which it can be viable. To state a principle like this without acknowledging the competitive and economic context within which entrepreneurs operate is deny the realities of the marketplace. No-one is against fairness or legitimacy but all the difficult questions start when you put them up against concerns of competitiveness and viability. 3) To operate sustainably No argument–but be careful how you define this heavily stretched term. 4) Corporations shall distribute their wealth equitably among those who contribute to its creation Really? What about the enterprise economy? I think we want to encourage a marketplace in which some people–like the Bill Gates of this world–can create new business breakthroughs and earn extraordinary returns. I think the logic that drives returns from a capitalist economy is risk and reward and not fairness. This is a mechanism that is starting to lift billions of people out of poverty. As it happens the most successful corporations will show a concern for equitable distribution to their people because of the central place that their values play in their success, but this is not something to impose from without. 5) Corporations shall be governed in a way that is participatory, transparent, ethical and accountable Of course… but this says nothing about how they should be led, and more important than transparent governance is effective leadership, which means clear purpose, strong values, clarity about where success comes from. In fact I don’t see the word leadership anywhere in these 2020 propositions and this makes them seem removed from business reality.. Without values-based leadership accountability becomes mere box-ticking. 6) Corporations shall not infringe the right of natural persons to govern themselves, nor infringe other universal human rights. This calls for a whole debate on its own! So while there is very little that Allen White says with which I would disagree, I believe the difference between us is that I would be keener to start the rethinking process rather closer to the beating heart of the entrepreneur, and less concerned with big coalitions making statements about the purpose of business as seen from outside. It’s a tactical thing. The change that lasts is the change that starts from within. Finally I would say to Allen that the debate about the future of the corporation needs to be rooted in the understanding of how the world is changing. That’s why we in Tomorrow’s Company are such strong believers in the inquiry methodology. So much of the future of our planet will be shaped by the actions of the next generation of global companies, the exciting new global businesses that are emerging out of China, India, Brazil, and elsewhere. There are two of those companies, Dr Reddy's Pharmaceuticals and Infosys Technologies in the 15 strong inquiry team that produced our latest report on Tomorrow’s Global Company--The Challenges and Choices. At the insistence of the business leaders involved, the inquiry team also included experience people who represent or are grappling with the civil society issues. Near the start of this report you will find a very strong statement from this Inquiry team–a statement that recognizes that blind reliance upon market disciplines will lead us into trouble. Here the leaders of global businesses originating from as far apart as North America, Europe, South Africa and Asia offer their 2020 statement–and notice that they do not say that the purpose of business is to create shareholder value: “The survival and success of tomorrow’s global company is bound up with the health of a complex global system made up of three interdependent sub-systems – the natural environment, the social and political system and the global economy. Global companies play a role in all three and they need all three to flourish. “We believe in a strong market economy. The market economy has driven human progress and growth, lifting the living standards of many people. But the world is now undergoing a period of unprecedented change and it is becoming clear that the current frameworks in which the market operates are leading to unsustainable outcomes. There are major issues which the market and the political systems have not resolved - particularly climate change, areas of persistent poverty and abuses of human rights. “Global companies can be a force for good and are uniquely placed to deliver the practical solutions that are urgently required to address these issues. “We believe that the purpose of tomorrow's global company is “To provide ever better goods and services in a way that is profitable, ethical and respects the environment, individuals and the communities in which it operates.” Read the report. It argues that this will mean changes in the leadership of global companies. To fulfill this purpose, global companies will need to expand the space within which they operate. This starts with the refining of success, to align the success of the corporation with the longer term needs of the society it serves. It continues with the reassertion of values as the centerpiece of global organizations. Finally, because of the global governance vacuum, the onus is on the global company to play a positive part, working with governments, civil society and others in creating the frameworks within which the market system can operate sustainably. Contact Tomorrow’s company and we will be happy to provide the details. (www.tomorrowscompany.com) To conclude, I agree that the debate about the purpose of the corporation is vital to the health both of business and society. I would urge Corporation 2020 to ground such a debate in the fertile rethinking that is already well advanced in the corporate world, and is articulated in the TGC report. Please balance your focus upon the external accountability of the corporation with more acknowledgement of the importance of an internallygenerated, leadership driven emphasis on values. Otherwise we will end up in the insincere world of business compliance and box ticking – the world of Sarbanes-Oxley and 300 page sustainability reports! Think of the corporation as a company, a social organism and a bundle of values and relationships, and not as a mere bundle of transactions over which society must exercise stronger policing! New Networks for a Changing Corporation: Jane Nelson As we can see from the previous comments, we clearly need values-based leadership and sound relationships, both within companies and externally, to organize new structures that foster institutional innovation in how corporations actually achieve societal and stakeholder goals. In observing the intersection of businesses with other parts of society over the past years, I have witnessed the emergence of three new types of alliances or coalitions for change, often focused on solving particular problems. These structures are much more dynamic and networked than traditional hierarchical structures, and they reflect the new type of thinking that both Allen White and Mark Goyder are offering. First, there are what I would call ‘Agenda Setting Coalitions’ like Tomorrow’s Company or the relatively recently-formed U.S. Climate Action Partnership, which brings together some of America’s largest corporations and environmental groups to advocate for more progressive public policy on this issue. Another example would be the Aspen Institute’s Corporate Values Strategy Group, which has developed a set of principles on long-term value creation and increased executive accountability, called Long Term Value Creation: Principles for Corporations and Investors. These were signed by an interesting combination of the Business Roundtable, the Council of Institutional Investors, the AFLCIO, CEOs of several major corporations, and some leading lawyers. The second type of network I would call ‘Accountability Coalitions’. These types of initiatives are either industry-led or multi-stakeholder coalitions, and focus on jointly improving corporate accountability in situations where there are governance gaps and institutional or market failures. Most of them are currently voluntary in nature, but some, such as Responsible Care in the chemical sector, have become requirements for membership of industry associations and others, such as the Equator Principles, have been signed by many of the top project finance banks accounting for some 80% of major project finance deals in developing countries. Arguably, it would have taken governments a lot longer to achieve this level of coverage on a global scale. Another recent example is the Alliance for a Healthier Generation here in the United States, which has brought together the Clinton Foundation, the American Heart Association, Coca-Cola, PepsiCo and Cadbury Schweppes to jointly implement a set of guidelines for the sale of soft drinks in schools. Basically, these entities structure mutual accountability frameworks for their signatories. The third type of evolving network is what I call ‘Resource Mobilization Coalitions’. These bring together groups of companies, often with foundations and governments to mobilize a combination of financial and in-kind resources to address a particular social or environmental challenge that no one actor or even sector can tackle on its own. Examples at the international level include the Global Alliance for Improved Nutrition, the Global Fund Against HIV, TB and Malaria, and the Global Environmental Facility, while there are also a growing number of national initiatives aimed at delivering public and private resources to support key development goals. In addition to the development of new industry-wide or multi-sector alliances external to individual companies, another institutional or corporate design issue I think we need to seriously review is the structure and composition of corporate boards or the creation of new types of executive-level advisory mechanisms, aimed at including more diverse stakeholder input into corporate strategy and purpose. Most board diversity discussions in the United States focus on gender and race. Both of these are important, but what about the need to bring in more non-American or international perspectives on the boards of U.S. corporations which are earning a growing percentage of their revenues outside the United States? Or the potential to have people around the boardroom table who understand business and industry, but also have strong experience on environmental, labor or human rights issues? If such voices are not within the Board of Directors, what potential is there to design new types of stakeholder engagement mechanisms or permanent advisory structures that ensure such views are heard on a regular and systematic basis by senior executives in different ways. DuPont’s Biotechnology Advisory Council or PepsiCo’s Blue Ribbon Committee on Health and Wellness are two examples of such mechanisms. In summary, there is enormous potential even within current corporate structures and market systems, to think about fundamentally new types of mechanisms and alliances that can serve to increase corporate accountability, set progressive new policy agendas, mobilize both public and private resources to tackle key development challenges, and increase the level of board and executive engagement with more diverse, but increasingly relevant stakeholders views. Corporations and the 21st Century: Peter Lacy Input at a Glance: Response to Allen White and Mark Goyder 1. We can already see some indicators of the ‘Corporation of the Future’ in the ways pioneering executives and companies are reshaping the rules of competition and collaboration to incorporate social, environmental, political and economic issues as a result of rising societal expectations and natural and human resource realities. Moreover, we observe changing attitudes amongst business leaders and the way companies are creating value through new business opportunities, operational efficiencies or risk management We are also seeing the blurring of boundaries between the public, private and not-for-profit sectors, as well as in organizational forms (social entrepreneurship, new models of public-private partnership etc). In all these ways, we may be witnessing a ‘history of the present’ in terms of elements of what Allen calls the ‘Great Transition.’ Evidence. A recent study conducted by McKinsey & Co. surveyed and interviewed 400 CEOs worldwide about emergent trends and new demands in their operating environment. Against a backdrop of growing expectations for corporate action on societal problems, over 90% stated that their firms were doing more than 5 years ago to bring environmental, social and governance (ESG) issues into core strategy. Before one gets carried away, it is also worth noting that the CEOs perceived a significant gap between intention and delivery. There was an estimated 22% differential in strategic embedding of these issues, a 24% split in terms of boards accepting responsibility, and a 32% gap over integration into supply chains. Some firms have nevertheless gone into new partnerships that help to sustain profit and protect their investments. One such example is Rio Tinto, who reached agreement with the World Bank to jointly fund a huge long-term mining infrastructure project, primarily on the grounds of its social, environmental and economic benefits to a heavily impoverished region of Madagascar. 2. Nevertheless, huge challenges still exist. Not least in terms of a lack of trust in business and increasing discomfort with the perceived direction of globalization. Although rethinking the way a firm sets and implements strategy or governs itself are crucial, they are not enough, in and of themselves, enough. Fundamental problems exist in terms of a lack of global governance [e.g. the downsides of a global market system without a matching political mechanism] and a lack of individual leadership amongst the majority of executives and politicians Evidence. In July, the Financial Times and Harris published a poll conducted in Europe’s five wealthiest economies and the US. Remarkably, over 50% of all respondents thought globalization had had a negative effect on their country, with a further 30% on average undecided. Corporate leaders fare just as poorly. In the UK, Italy, France and Spain, 60% of those surveyed wanted a cap on CEO pay, while in Britain some 40% said they had no admiration for executives in charge of multinational companies. 3. In order to meet growing societal expectations and at the same time remain competitive amidst intensifying commercial pressures, in addition to thinking through corporate strategy and organizational design for the Company of the 21st Century, we need a concerted effort across different sectors: a) Partnerships must be forged with policy-makers to address global governance weaknesses Evidence. To expand a limited knowledge base on best practice, the 2007 EABIS Colloquium examines the subject from a number of different angles. Leveraging inputs from 100 top researchers, business executives, policy makers and civil society representatives, it identifies the main priorities for business, governments and stakeholders to tackle together in the years ahead. By and large, this debate is still in its preliminary stages. Thought leaders such as Simon Zadek, Anthony Giddens and John Ruggie have laid important foundations through their work on collaborative governance, social democracy and the ‘global public domain,’ not least through the work of Jane Nelson and the Harvard Kennedy School Initiative on CSR. But more and better interdisciplinary collaboration is needed between business, government and researchers from IR, political science, economics, law and of course management. It remains to be seen how easily the traditional barriers separating these communities will fall. b) Management development must equip current and future leaders with the knowledge, skills, mindset and values to manage the risk and opportunities of sustainability for companies, industries and society as a whole. Evidence: A 2006 EABIS research project led by Ashridge Business School outlined a framework of values common to “responsible management” but suggested a lack of “big picture” understanding in many managers. Some 76% of interviewees said that honesty and ethics were ‘very important’ to them, but fewer than 30% gave the same answer about their firm surpassing minimum legal compliance standards. Management educators have much to contribute here, developing and teaching new frameworks, metrics and value systems based on these new levels of complexity for business. EABIS’ Annual Education & Training Exchange on Corporate Responsibility has profiled over 120 examples of how business schools, companies and training providers are producing cutting edge programs and tools aimed at developing a new breed of ‘societally aware’ manager. Descriptions of these are compiled and widely disseminated every year to promote better uptake and inspire others towards internal change. Even so, many schools have yet to embed business in society issues in their core disciplines. Until we cross that Rubicon, tomorrow’s “responsible manager” is likely to remain a mirage. (Note: Please see Peter Lacy’s Additional Selected Sources at the end of this document for further information.) Corporations and 21st Century Needs: James E. Post As you have gathered from Allen White and Mark Goyder, we have good grounds to be pessimists or optimists, or in a schizophrenic way, both. This underscores my first point --that corporate social responsibility (CSR) stands at a crossroad today, with abundant evidence to support both the pessimistic and optimistic points of view. 1. A New Gilded Age In the summer of 2007, the Sunday New York Times ran an extensive front page story about the “New Gilded Age” of hedge funds, private equity, and conspicuous wealth. At about the same time, I talked with a CNN reporter in London who asked why the private equity community in the U.S. wasn’t promoting philanthropic giving as a response to calls for taxation of income (so-called ‘carried interest’) derived from private equity activities. Her question hearkened back to the first Gilded Age when robber barons used philanthropy and charitable giving to illustrate their largesse and demonstrate their social responsibility. Today, as corporations grow in number and size, they become more extended networks, and, ultimately, the number of stakeholders increases greatly. The corporation has to take the roles and existence of these stakeholders into account. As Allen White says, ‘they matter.’ 2. Purpose is Process One of Mark Goyder’s colleagues has made the point that ‘purpose is process.’ In reality, corporate purpose is always evolving. As discussions among executives and stakeholders take place, the chances improve that corporate purpose will reflect –and embrace—stakeholder concerns. 3. Leadership To conduct this process well, of course, requires capable leadership. Leadership is, I think, the essential determinant of whether the future of the corporation will be one of transition, transformation, or revolution. Fifty years ago, Philip Selznick (1957), the sociologist of organizations, who is credited with helping to found the institutional school of thought, wrote his influential book, Leadership in Administration. In this book, Selznick suggested that organizations are mere instruments to accomplish some task. When an organization is infused with values, however, it becomes an institution, with aspirations and mission that reaches beyond the purely instrumental. Leaders infuse values into organizations and turn them into institutions. It is leaders who determine whether, and how, the institution will do well and do good. The corporation of the early 21st century is an instrument that can be used for many ends. Our shared concern is that the today’s corporation becomes an institution, filled with social, value-driven purpose. 4. Business Education This discussion has important meaning for business educators. Leaders must be trained to become the reflective decision makers who understand the importance of values. Selznick described such leaders as men and women with a “long run view.” “Leadership,” he wrote, “is the art of institution-building, the reworking of human and technological materials to fashion an organism that embodies new and enduring values.” “It means shaping the character of the organization ….” These challenges are not new but we are addressing them in new ways. In the past year, we have studied the curriculum of 30 leading U.S. and international business schools to see what they are doing in teaching CSR. What impressed me is the fact that CSR has morphed into five distinct foci for teaching and research. They are: 1) ethics, 2) governance, 3) CSR as corporate citizenship, 4) sustainability, and 5) social entrepreneurship. Individual schools differ as to priorities, but all of the leading business schools are teaching, doing research, and outreach in one or more of these areas as part of the process of educating future leaders. There is a sense of what the always-quotable Yogi Berra called ‘déjà vu all over again.’ Consider this statement by a prominent business leader. Management’s duty is “to conduct the affairs of the enterprise to maintain an equitable and workable balance among the claims of the various directly interested groups, a harmonious balance among stockholders, employees, customers, and the public at large.” Since “business firms are man-made instruments of society,” management should see itself as a good citizen acting in socially responsible ways. “Business managers can more effectively contribute to the solution of the many complex social problems of our times. There is no higher responsibility, there is no higher duty of professional management.” Those words may sound like early 21st century wisdom, but they were actually written by Frank Abrams, CEO of Standard Oil of New Jersey, in a Harvard Business Review article published in 1951. 6. Conclusion In thinking about a title for this conversation, it occurred to me that the title could be either ‘The Future of the Corporation’ or, alternatively, ‘The Corporation of the Future.’ There are clear differences. But, I concluded we could not possibly discuss one without the other. Thus, my concluding thought is that corporate purpose must be continuously discussed, and massaged if you will, into something that society can endorse and support. In this respect, I agree with Allen White that we need to have this conversation. We are talking about legitimacy, and much as we admire the instrumental success of the corporation, we are troubled by the values –or lack of values- that seem too often the case. I also agree with Mark Goyder that tomorrow’s company needs to be guided by leaders who embrace both the business mission and the social mission. Just as the narrow purpose corporation of the 19th century gave way to the general purpose corporation of the 20th century, so too can the mission of the modern corporation evolve from one fixed on economic results to one concentrated on economic and social results. This is the vision that many of the leaders in Tomorrow’s Company share, and we can be grateful for their leadership. Leadership matters because we live in times that are complicated and dangerous. As Philip Selznick aptly noted fifty years ago, ‘The more uncharted the waters, the more necessary the leader.’ Conclusion The discussion above is meant to start a new conversation about what the appropriate role of the corporation is and should be in the world as it exists today. The commentators have argued, collectively, that because the world has changed so dramatically over the past century, so too the corporation needs to change to reflect the new demands that societies are placing on it—and to better serve those societies. Corporations are, after, instruments created by and for the use of human beings operating in societies. As such, they need to serve those societies’ interests at least as much as they serve their own interests. Just how that can best be done in a world where sustainability, equity, peace and security, and creating good livelihoods are both problematic and imperative is and needs to be the subject of much good conversation and debate. It is our hope that this dialogue provides a starting point for that debate. References Bakan, Joel (2004). The Corporation: The Pathological Pursuit of Profit and Power. New York: Free Press. Blair, Margaret M., and Lynn A. Stout (1999). A Team Production Theory of Corporate Law. Journal of Corporation Law, Summer, 24 (4): 751-806. Blowfield, Michael, and Bradley K. Googins (2006). Step Up: A Call for Business Leadership in Society. CEOs Examine the Role of Business in the 21st Century. Chestnut Hill: Boston College Center for Corporate Citizenship. Derber, Charles (1998). Corporation Nation: How Corporations Are Taking Over Our Lives and What We Can Do About It. New York: St. Martin's Press. Ghoshal, Sumantra (2005). Bad Management Theories Are Destroying Good Management Practices. Academy of Management Learning & Education, March, 4 (1): 75-91. Goyder, Mark (1998). Living Tomorrow’s Company. Grover Publishing. Greenfield, Kent (2005). New Principles for Corporate Law. Hastings Business Law Journal, May, 1:. 87-118. Kelly, Marjoie (2002). The Problem That Has No Name. Working Group Paper #1, Tellus Institute, Framing for Corporate Redesign, Corporation 20/20, presented at the Second Annual Corporate Law Reform Conference, George Washington University, June 26-27, 2006, posted at: http://www.corporatepolicy.org/dcroundtable/papers.htm, viewed 9/26/07. Klein, Naomi (2000). No Logo: No space, no choice, no jobs, no logo : taking aim at the brand bullies. New York: Picador. Korten, David (1995). When Corporations Rule the World. San Francisco: BerrettKoehler Publishers. Lodge George C. and Ezra F. Vogel (1987). Ideology and National Competitiveness: An Analysis of Nine Countries. Boston, MA: Harvard Business School Press.. Post, James E., Lee E. Preston, and Sybil Sachs (2002). Redefining the Corporation. New York: Oxford. Preston, Lee E., and James E. Post (1975). Private Management and Public Policy. New York: Prentice-Hall. Rifkin, Jeremy (2004). The European Dream: How Europe’s Vision of the Future is Quietly Eclipsing The American Dream. New York Jeremy P. Tarcher (Penguin). Savitz, Andrew W., with Karl Weber (2006). The Triple Bottom Line: How Today’s Best-Run Companies Are Achieving Economic, Social, and Environmental Success—And How You Can Too. New York: Wiley. Selznick, Philip (1957). Leadership in Administration. University of California Press. Senge, Peter (1990). The Fifth Discipline. New York: Free Press. Senge, Peter (2006). The Fifth Discipline, revised. New York: Currency. Tomorrow’s Company (2002). Lessons from Enron. London: Tomorrow’s Company. Waddock, Sandra (2007). Corporate Citizenship: The Dark Side Paradoxes of Success. In The Debate Over Corporate Social Responsibility, Steve May, George Cheney, and Juliet Roper (editors). New York: Oxford, pp. 74-86. Additional Selected Sources 1. On Reshaping the Rules of Competition: Oppenheim, J., Bonini, S., Bielak, D., Kehm, T. and Lacy P. ‘Shaping the New Rules of Competition’, McKinsey & Company Report for the UN Global Compact, July 2007 Download www.unglobalcompact.org/docs/summit2007/mckinsey_embargoed_until020707.pdf 2. On Growing Discontent with Globalisation, Inequality and Business Leaders: Financial Times / Harris Poll on Public Opinion of ‘Globalisation, Inequality and Business Leaders’, August 2007 Download www.harrisinteractive.com/news/FTHarrisPoll/HI_FinancialTimes_HarrisPoll_July2007. pdf 3. On Rethinking Global Governance and the Role of Business in Society: Lenssen, G., Arenas, D. and Lacy, P. ‘Global Governance and the Role of Business’ Call for Papers, EABIS 6th Annual Colloquium, September 2007 Download – http://itemsweb.esade.es/wi/invierte/EABIS%20Colloquium%202007%20Call%20for%2 0Contributions.pdf Website - www.esade.edu/research/eabis 4. On Advancing Thinking on Leadership and Management Development: Wilson, A., Hind, P. and Lenssen G. ‘Leadership Qualities and Management Competencies on Corporate Responsibility’ Final Report as part of an Ashridge Business School-led EABIS Research Project Download - www.eabis.org/training/ResponsibleLeadership/ 5. On Ways in Which Some Management Educators are Tackling These Challenges Lacy P. Introduction to Education and Training Exchange Catalogues and various authors of case examples December 2005 and Sept 2006 Download – http://www.eabis.org/csrplatform/colloquium/2006/2006programme/2006EducationTrain ingExchange http://www.eabis.org/csrplatform/colloquium/2005/EducationTrainingExchange/ Further Information For more information on the European Academy of Business in Society please see www.eabis.org or contact Simon Pickard, Deputy Director +32 254 11 623 / simon.pickard@eabis.org. To contact Peter Lacy directly: peter.lacy@eabis.org