Corporate Governance
Mateus Cozer
07/2009
Agenda
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Governance
IT Governance
Marketing Channels
Branding
Sustainable development
Civil Sphere
Fundamentos
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Thomas Kuhn
Karl Popper
Joseph Schumpeter
Herbert Simon
Douglass North
John von Neumann
• (visão de mundo)
Alicerces
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Oliver Williamson
Mark Granovetter (2005)
Evert Gummesson (2005)
George Day (2001)
Stephen Vargo and Robert Lusch (2004)
• (recorte da pesquisa)
Corporate Governance
• The Corporation as a Living System
• The Dynamics of Internal
Transformation
• Corporate Forms in Concept and
Practice
Problem
• Separation of ownership and control – the modern
corporation serve not alone the owners or the
control but all society (Clarke, 2007).
• High management of multi-national corporations
must encompass the five types of capital
(financial, social, human, manufactured, natural)
in their strategic decision making process and
accountability of business strategy to the
stakeholders of the firm (ZADEK, 2001; GRAYSON and HODGES,
2001; AUGIER and MARCH, 2002; HARRISON, 2005; TEECE, 2002; ALLEN and
GALE, 2002; MAHONEY, 2006; JENSEN, 2000; COASE, 1988; Eggertsson, 1990;
Williamson, 1985, 1996).
Main Case
• On the presumption that strategically situated
actors will behave strategically, this work
perspective is that high management would
operate the firm with an eye to its stakeholders
interests.
– Marketing Corporate Governance in knowledge based industries
(internet services).
– Multi-national corporations effectively marketing their strategies to
those possessing capital.
– The intrinsic nature of Governance Structure: Authority and
Enforcement
The Mechanisms of governance
• Institutions
• New institutional economics (douglass north)
– Institutions matter and are susceptible to analysis
– Is different but not hostile to orthodoxy (milton
friedman)
– Interdisciplinary combination of law, economics, and
organization in which economics is the first among
equals
• Source: Williamson, 1996
Institutions
• According to Douglass North, Institutions
are “the humanly devised constraints that
structure political, economic, and social
interactions. They consist of both informal
constraints (sanctions, taboos, customs,
tradictions, and codes of conduct), and
formal rules (constitutions, laws, property
rights)” (1991).
The Changing characteristics of income generating assets (DUNNING, 2003)
(a) Preindustrial
revolution
1. Specific to
ownership
2. Acessed by firms
3. Organized by
firms
• Land, property
• Labour, materials
• Internal to
households
• Elementary
markets
• Labour, intermediate
products
• Largely
hierarchical, within
firms
•Growth of joint
ventures
• More sophisticated
markets
• Leasing of property
• Intermediate products
• Knowledge and
information
• Collective (social)
assets
• Heterarchical
within firms
• Coalitions between
firms
•Networks
• Markets
(b) 19th & 20th • Machines, buildings
•Financial assets
century
•Property rights
(c) 21st
century
• Property rights
•Intellectual assets
• Connectivity
advantages (including
Relational-assets)
Governance
• As they are conceived here, institutions are the
mechanisms of governance.
• Jon Elster´s dictum that “explanations in the social
sciences should be organized around (partial)
mechanisms rather then (general) theories” (1994)
is one to which I subscribe.
• The study of governance is concerned with the
identification, explication, and mitigation of all
forms of contractual hazards.
Law, economics and organization
• Transaction cost economics (ronald coase, 1937)
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Behavioral assumptions (mowen and minor, 2003)
Unit of analysis: transaction
Governance structure
Problematic property rights and contracts
Discrete structural analysis (simon, 1978)
Remediableness (coase, 1964)
• Transaction cost economics subscribes to and
work out the combination of a “rational spirit”
with a “systems” perspective.
Governance
• Governance is also an exercise in assessing the
efficacy of alternative modes (means) of
organization.
• The object is to effect good order throgh the
mecanisms of governance.
• A governance structure is thus usefully thought of
as an institutional framework in which the
integrity of a transaction, or related set of
transactions, is decided.
• Governance is the means by which order is
accomplished in a relation in wich potential
conflict threatens to undo or upset opportunities to
realize mutual gains.
Zadek (2006)
• Governance concerns the structures,
processes, rules and traditions through
which decision-making power that
determine actions is exercised, and so
accountabilities are manifested and
actualized.
quatro tipos de mecanismos de
governança corporativa
• Precificação e saída - que são mecanismos
de mercado.
• Controle hierárquico – administração
tradicional (Taylor e Fayol apud Campomar
e Ikeda, 2006);
• Regulação formal (BENKLER, 2006);
• Alocação de direitos de propriedade
(Barzel, 2003; Demsetz, 1983).
Grandori (2001)
• Mecanismos de preço (KOTLER e KELLER, 2006;
GUMESSON, 2005);
• Negociação (DRUCKER, 1988; Eggertsson, 1990);
• Times – capital humano, pessoas (FLEURY, 1996;
BECKER, 1964).
• Hierarquia (MORGAN, 1986; HANDY, 1995;
WILLIAMSON, 1985);
• Normas sociais – relações sociais e estruturas
(GRANOVETTER, 1973, 1985, 1995);
• Alocação dos direitos de propriedade (Demsetz, 1983);
alguns mecanismos têm estado
ausentes do repertório da governança
corporativa
• Governança civil (ZADEK, 2001; Alexander,
2006);
• Governança do meio ambiente (Cleveland, 1981);
• Governança de tecnologia da informação e
comunicação (WEILL, 2003);
• Governança dos stakeholders (DONALDSON,
1995; HARRISON, 1999; MAHONEY, 2006)
• Governança global (Giddens, 2001; Beck, 2006)
In the beginning was...
[Hofstede e Hofstede (2004)]
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In the USA
In France
In Germany
In the Netherlands
In Nordic Countries
In Britain
In China
In Japan
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The market
Power
Order
Consensus
Equality
Systems
The family
Japan
Organization theory
• Finally, the proposition that modes of organization
(markets, hybrids, hierarchies) differ in discrete
structural ways (Morgenstern, 1951, p. 7; Simon,
1978, pp. 6-7) invites the student of economic
organization to ask the following questions: What
are the key attributes for describing alternative
modes of governance? What are the internally
consistent attributes? And what are the
organizational ramifications?
Economics of Governance
• The economics of governance holds that
economizing on transaction costs is the
main case and that this is accomplished
through the discriminating alignment of
transactions with governance structures.
Governance
• However one comes out on this, I think it noteworthy that the same
basic logic of the paradigm problem (the make-or-buy decision)
applies also to a wide variety of other transactions (in labor, finance,
final product markets, etc.) as variations on a theme
• Lamoreaux, Raff, and Temin conclude their 1997 paper on an
optimistic note: “The real benefit of recent theoretical developments in
[the economics of asymmetric information] is that they enable business
historians to recognize the essential unity that underlies a great number
of problems with which they are concerned. As a result, [business
history] studies on one topic can resonate with studies on others,
strengthening them all and, in turn, the field as a whole” (1997, p. 77).
• I am broadly in agreement with this conclusion but would observe that
there are real differences and tensions within the literature on
asymmetric information. To be sure, some of these may be reconciled
as theoretical work in this area progresses.
Milton Friedman
Neither Market nor hierarchy:
network form of organization.
Fonte: walter powell
Forms
Key features
Market
Hierarchy
Network
Normative basis
Contract – property
rights
Employment
relationship
Complementary
Strengths
Means of
communication
Prices
Routines
Relational
Methods for conflict
resolution
Courts for enforcement
Supervision
Reputational concerns
Degree of flexibility
High
Low
Medium
Amount of Comitment
among the parties
Low
Medium to high
Medium to high
Tone or climate
Suspicion
Bureaucratic
Mutual benefits
Actor preferences or
choices
Independent
Dependent
Interdependent
Human capital governance
mechanisms
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Governance mechanisms
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Reward rights
Residual decision rights
Work effort
Work content
Investments in human capital
Human capital mobility
Governance of mobility
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Dimensions
– Incidence of residual rewards
contingent on individual, group
and firm performance
– Managerial representation in
boards, managirial shareholding
and ownership
– Autonomy in work, location of
work, incidence of teamwork
– Work hours per day, time presure
of external requests, and control
over work
– Relative importanc of professional
interest, social relations,
innovativeness
– Average stay in each firm in years
Fonte: Grandori and soda
Economy, society, and worker
represantation in corporate
governance
• Bell, 1976; Schumpeter, 1950; Chandler, 1977.
• Language and personal identity (castells)
• Competitive market and social nature of human
beings (polanyi, 1944)
• Stakeholder model
• Second industrial divide, 1984.
• Information technologies
• Saturn (rubinstein and kochan, 2001)
• Fonte: michael piore
CG: the new strategic imperative
• Regulation are only one part of the answer to
improve governance.
• Desining and implementing corporate governance
structure are important, but instilling the right
culture is essential.
• There is na inherent tension between innovation
and conservatism, governance and growth.
• Transparency about a company´s governance
policies is critical.
• Fonte: The Economist, 2002.
Neil Fligstein (2007)
Incomplete Contracts and Governance Structures
Eric BROUSSEAU & M’hand FARES
Are Incomplete Contract Theory and New-Institutional
Economics Substitutes or Complements?
Vários Níveis de Governança
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Instituições Públicas
Instituições Privadas
Estrutura de Governança Interindividual
Fonte: BROUSSEAU e FARES, 2000.
Why codes of
governance work
• Corporate-governance codes have proliferated
in the 12 years since the Cadbury Code of Best
Practice came into effect in the United
Kingdom. In the past 2 years alone, new codes
have emerged in every G-7 country except
Japan, as well as in places as diverse as Brazil,
Mauritius, the Netherlands, Oman, the
Philippines, Russia, South Africa, Switzerland,
and Turkey. Today, 50 countries have their
own
• Comply or explain
• Codes and laws
• Triple jeopardy
Make the tough calls on
governance
A deal stands a greater chance of success if it establishes the right
governance model. Our research on consortia suggests that two
options can work. One is to set up an independent entity that
controls assets, people, and technology—an approach requiring the
parents to commit liquidity and, in effect, to outsource to a B2B
joint venture. This model is particularly appropriate when no partner
is willing to relinquish control. The second option, the "hub-andspoke" model, can work when one company—generally a larger or
better-performing one—dominates the decision making while the
other partners accept relatively limited roles. The more successful
companies tend to have smaller, functionally diverse boards, with
founders balanced by outsiders. Our research and client work show
that, by contrast, consortia that attempt to cope with equal
governance often end up in gridlock and failure, especially where
the parents themselves must be involved in day-to-day operations.
A new era in corporate governance
Directors and investors are demanding reform. Companies had better
prepare for it.
Robert F. Felton
2004 Number 2
• An uncertain path
• Boards and management teams will find
it hard to avoid addressing these three
issues:
– separating the roles of CEO and chairman,
– increasing the independence and
accountability of boards,
– and controlling executive pay.
Fonte: http://www.mckinseyquarterly.com/
HYPERCOMPETITIVE
PERFORMANCE
• D’Aveni (1994: 7) has noted: “The pursuit of sustainable
advantage has long been the focus of strategy.”
• However, the key predictions of hypercompetition for
strategy researchers are:
– (1) that firms are increasingly less able to sustain a strategic
advantage over their competition,
– (2) that hypercompetition is characteristic of a wide range of
industries, and
– (3) that sustained competitive advantage has become less a matter
of finding and sustaining a single competitive advantage and more
a case of finding a series of competitive advantages over time and
concatenating them into a sustained competitive advantage.
• Fonte: Robert R. Wiggins e Timothy W. Ruefli, 2001.
Poppo,L; Zenger,T. 1997. Testing Alternative Theories of the Firm: Transaction cost,
knowledge Based, and measurement explanations for make of buy decisions in
information services.
The competing frames of value creation
Traditional assumptions of value creation
New Assumptions of Experienced-Based
Value
1. Value is exchanged between the firm and a
customer. Value is created by the firm.
1. Value is created at the point of exchance.
2. Value is embdded in products and services (therefore 2. Value is co-created by the consumer and the
innovation is about products and services).
firm.
3. Value chai represents the vale creation process.
3. Value is embedded in experiences: products
and services are carriers.
4. Innovation is about technologies, products, and
process.
4. Experience fullfiment webs are not a
sequential and linear value chain.
5. Customers have a “buy” or “not buy” choice and
managers are there to persuade them
5. Innovation is about experiences;
technologies/products/processes are critical but
not the goal.
Fonte: Prahalad, 2004.
6. Customers make the key decision and the
associated tradeoffs.
George Roth
Art Kleiner
MIT Center for Organizational Learning
Seven Learning Orientations
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1. Knowledge Source: Internal– External
2. Product-Process Focus: What?-- How?
3. Documentation Mode: Personal – Public
4. Dissemination Mode: Formal -- Informal.
5. Learning Focus: Incremental-Transformative.
• 6. Value-Chain Focus: Design -- Deliver.
• 7. Skill Development Focus: Individual -Group.
Personal Transformation
• Building learning
organizations requires
personal transformations
or basic shifts in how we
think and interact.
• Fragmentation
• Competition
• Reactiveness
• Dr. Peter M. Senge
Qualidade
• ciclo PDCA
– Plan, planejamento.
– Do, executar as atividades.
– Check, monitorar e avaliar periodicamente os
resultados.
– Act, Agir de acordo com o avaliado.
• Deming
• Campos, Vicente Falconi. Gerenciamento da
Rotina do Trabalho do Dia-a-Dia.
http://www.projectsigma.co.uk/
Governance Modes and
Technological Innovation
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Firm boundaries
Internal formal structure
Internal informal structure
External linkages
• Fonte: Teece, 2002
Organizational archetypes
• The individual inventor and stand alone laboratory
– “Zé Lattes”
• Multiproduct, integrated, hierarchical firms –
IBM, Philips, GM
• High-flex “Sillicon Valley”-type Firms – Intel,
Sun, Motorola
• Hollow corporations of various types – virtual
corporation (amazon.com, eBay, Google)
• Conglomerates (Camargo Correa, Coimex,
Queiros Galvão)
Toyota
Microsoft
IT Governance
What is IT Governance? - Gartner
•IT governance specifies the decision-making authority and
accountability to encourage desirable behaviors in the use of IT.
•IT governance provides a framework in which the decisions made
about IT issues are aligned with the overall business strategy and
culture of the enterprise.
•Governance is about decision making per se — not about how the
actions resulting from decisions are executed.
•Governance is concerned with setting directions, establishing
standards and principles, and prioritizing investments; management
is concerned with execution.
COBIT - PLANNING AND
ORGANIZATION
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Define a Strategic IT Plan
Define the Information Architecture
Determine Technological Direction
Define the IT Organization and Relationships
Manage the IT Investment
Communicate Management Aims and Direction
COBIT - PLANNING AND
ORGANIZATION
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Manage Human Resources
Ensure Compliance with External Requirements
Assess Risks
Manage Projects
Manage Quality
COBIT - ACQUISITION AND
IMPLEMENTATION
• Identify Automated Solutions
• Acquire and Maintain Application Software
• Acquire and Maintain Technology
COBIT - INFRASTRUCTURE
• Develop and Maintain Procedures
• Install and Accredit Systems
• Manage Changes
COBIT - DELIVERY AND
SUPPORT
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Define and Manage Service Levels
Manage Third-Party Services
Manage Performance and Capacity
Ensure Continuous Service
Ensure Systems Security
Identify and Allocate Costs
Educate and Train Users
COBIT - DELIVERY AND
SUPPORT
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Manage the Configuration
Manage Problems and Incidents
Manage Data
Manage Facilities
Manage Operations
COBIT - MONITORING
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Monitor the Processes
Assess Internal Control Adequacy
Obtain Independent Assurance
Provide for Independent Audit
Quais os passos?
• Segundo o ITIL (Information Technology Infrastructure Library), que
foi desenvolvido na década de 80 para o Governo Britânico, com o
sentido de oferecer um conjunto de Melhores Práticas em áreas de
prestação de serviços e suporte de serviço de TI, é composto de 11
passos.
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SERVICE LEVEL MANAGEMENT
FINANCIAL MANAGEMENT FOR IT SERVICES
CAPACITY MANAGEMENT
IT SERVICE CONTINUITY MANAGEMENT
AVAILABILITY MANAGEMENT
THE SERVICE DESK
INCIDENT MANAGEMENT
PROBLEM MANAGEMENT
CONFIGURATION MANAGEMENT
CHANGE MANAGEMENT
RELEASE MANAGEMENT
ITIL - SERVICE LEVEL
MANAGEMENT
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The SLM Process
Planning the Process
Implementing the Process
The On-going Process
SLA contents and key targets
Key Performance Indicators and metrics for SLM efficiency and
effectiveness
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ITIL - FINANCIAL
MANAGEMENT FOR IT
SERVICES
Budgeting
Developing the IT Accounting system
Developing the Charging System
Planning for IT Accounting and Charging
Implementation
Ongoing management and operation
ITIL – CAPACITY
MANAGEMENT
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The Capacity Management process
Activities in Capacity Management
Costs, benefits and possible problems
Planning and implementation
Review of the Capacity Management process
Interfaces with other SM processes
ITIL – IT SERVICE
CONTINUITY MANAGEMENT
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Scope of ITSCM
The Business Continuity Lifecycle
Management Structure
Generating awareness
Interfaces with other SM processes
ITIL – AVAILABILITY
MANAGEMENT
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Basic concepts
The Availability Management Process
The Cost of (Un)
Availability
Availability Planning
Availability improvement
Availability measurement and reporting
Availability Management tools
Availability Management methods and techniques
ITIL – THE SERVICE DESK
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Overview
Implementing a Service Desk infrastructure
Service Desk technologies
Service Desk responsibilities, functions, staffing levels etc
Service Desk staffing skill set
Setting up a Service Desk environment
Service Desk education and training
Service Desk processes and procedures
Incident reporting and review
ITIL – INCIDENT
MANAGEMENT
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Goal of Incident Management
Scope of Incident Management
Basic concepts
Benefits of Incident Management
Planning and implementation
Incident Management activities
Handling of major Incidents
Roles of the Incident Management process
Key Performance Indicators
Tools
ITIL – PROBLEM
MANAGEMENT
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Goal of Problem Management
Scope of Problem Management
Basic concepts
Benefits of Problem Management
Planning and implementation
Problem control activities
Error control activities
Proactive Problem Management
Providing information to the support organization
Metrics
Roles within Problem Management
ITIL – PROBLEM
MANAGEMENT
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Goal of Problem Management
Scope of Problem Management
Basic concepts
Benefits of Problem Management
Planning and implementation
Problem control activities
Error control activities
Proactive Problem Management
Providing information to the support organization
Metrics
Roles within Problem Management
ITIL – CONFIGURATION
MANAGEMENT
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Goal of Configuration Management
Scope of Configuration Management
Basic concepts
Benefits and possible problems
Planning and implementation
Activities
Process control
Relations to other processes
Tools specific to the Configuration Management process
Impact of new technology
Guidance on Configuration Management
ITIL – CHANGE
MANAGEMENT
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Goal of Change Management
Scope of Change Management
Basic concepts
Benefits, costs and possible problems
Activities
Planning and implementation
Metrics and management reporting
Software tools
Impact of new technology
ITIL – RELEASE
MANAGEMENT
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Goal of Release Management
Scope of Release Management
Basic concepts
Benefits and possible problems
Planning and implementation
Process control
Relations to other processes
Tools specific to the Release Management process
Guidance for successful Release Management
Administração de TI
• Information
Technology
Infrastructure
Library (ITIL)
• Capability Maturity
Model (CMM).
• Gestão de Projetos
(PMBok)
• http://www.itsmf.org/
•Ole Hanseth and Kalle Lyytinen. Theorizing about the
design of Information Infrastructures: design kernel theories
and principles . 2005.
Dimensions and Forms of Interfirm Governance
Governance Form
Market Governance
Dimension
Nonmarket Governance
Unilateral/Hierarchical
Bilateral
No particular initiation
process
Selective entry; skill
training
Selective entry; value
entry
2.1 Role specification
Individual roles applied to
individual transactions
Individual roles applied to
entire relationship
Overlapping roles; joint
activities and team
responsabilities
2.2 Nature of planning
Nonexistent; or limited to
individual transactions
Proactive/unilateral; binding
contigency plans
Proactive/joint; plans subject
to change
2.3 Nature of adjustments
Nonexistent; or give rise to
exit or immediate
compensation
Ex ante/explicit mechanism for
change
Bilateral/predominantly
negotiated changes through
mutual adjustment
2.4 Monitoring Procedures
External/reactive;
measurement of output
External/reactive;
measurement of output and
behaviour
Internal/proactive; based on
self-control
2.5 Incentive system
Short-term; tied to output
Short- and long-term; tied to
output and behaviour
Long-term; tied to display os
system relevant attitudes
2.6 Means of enforcement
External to relationship; legal
system/competition/offsetting
investments
Internal to the relationship;
legitimate authority
Internal to the relationship;
mutuality of interest
3. Relationship Termination
Completion of discrete
transaction
Fixed relationship length, or
explicit machanisms for
termination
Open-ended relationship
1. Relationship Initiation
2. Relationship Mantenance
Sustainable investment
The initiative´s members control some US$ 2,4 trillion of assets
Corporate governance and
corporate values
•
>> http://www.btplc.com/
In a two-week long moderated email discussion culminating with a live debate
over 900 participants world-wide, including students, government officials, investors,
NGOs and business people, the question «What happens when responsible
business doesn’t pay»? was explored. The transcript of the discussions, initiated
by BT, provides a fresh look at fundamental aspects of corporate values.
>> http://www.corptools.com/, http://www.richardbarrett.net/
Richard Barrett is one of the fathers of the concept of corporate culture. He has
developed a range of definitions and tools to assess and transform corporate values
and cultural capital. His Corporate Transformation Tools® help business leaders,
human resource professionals and change agents develop and manage their organization's culture, and implement and monitor cultural transformation.
>> http://www.thecorporatelibrary.com/default.asp
The Corporate Library, founded by Robert Monks, serves as a central repository for
research, study and critical thinking about the nature of the modern global corporation,
with a special focus on corporate governance and the relationship between company management, their boards and shareholders.
Assessing and
communicating intangibles
•
http://www.sustainability.com/programs/Business_Case/introduction.asp
SustainAbility, the leading UK think-tank, has summarised the research on the sustainability business case in the form of a matrix, highlighting specific linkages between
financial value creation and sustainability. The website includes a large number
of references, practical examples and case-studies.
>> http://www.weforum.org/site/homepublic.nsf/Content/
As part of an ongoing initiative on Corporate Citizenship the World Economic
Forum has published several studies and survey results on the business case
of corporate citizenship.
>> http://www.isc.hbs.edu/
Michael Porter’s Harvard Institute for Strategy and Competitiveness offers a range
of articles and resources on the topic of competitiveness and the linkages to environmental efficiency, corporate philanthropy and management quality.
>> http://valuereporting2.pwcglobal.com/pwcvr/index.jsp
This site by PricewaterhouseCoopers offers several resources and case-studies
on the concept of Value Reporting, «a new vision of corporate reporting grounded in
transparency, accountability, and integrity and based on a new Three-Tier Model of
Corporate Transparency».
"Governance Value Analysis and
Marketing Strategy," (G. John, M.
Ghosh), Journal of Marketing, 1999.
GVA
Análise do Valor da Governança
Posicionamento
Atributos de Troca
•Investimentos específicos
•Incerteza
•Medição de desempenho
Recursos da Firma
•Tecnologia
•Cliente-final
•Cadeia de suprimentos
Forma de Governança
•Mercado
•Hierarquia
•Relacional
Governança Corporativa
Esfera Civil
Auto-realização
Necessidades
Auto-estima
Racionalidade
Limitada
Necessidades
Sociais
Segurança
Necessidades
Fisiológicas
Capital
Capital financeiro
Capital social
Capital humano
Capital manufaturado
Capital natural
Competitividade -Valor -Relacionamento -Orientação para o Mercado - Efetividade
Identidade Corporativa
• Corporate identities of the future will need
to evolve to become more expressive and
deliver strong personalities in a humanistic
way.
• Corporate-driven messages need to be
replaced by people-centric dialog.
– Gobé, 2006
Indicadores
partnership governance and
accountability.
• Determining a clear mission and identity and
gain commitment from partners
• Undertaking strategic planning to consider
critical success factors and risks.
• Adopting a legitimate and credible form of
governance.
• Evaluating and communicating performance.
• Assuring financial integrity.
• Fonte: Zadek (2006)
Proposta de Análise
Estrutura de Governança
Premissas
Comportamentais
•Racionalidade
Limitada
•Incerteza
•Fluxo
•Existencialismo
Problemas de
coordenação
Contratos Incompletos
Efetividade
Funções de
governança
Direcionar
comportamentos
Garantir o cumprimento dos
contratos
Mecanismos de
governança
Autoridade
Estrutura de Governança Interna
•Mecanismos de incentivo e
coerção
•Mecanismo de supervisão
•Mecanismo de arbitragem
Inovação
Informação
Evolução
Feedback
Mudança
Adaptação
Interação
Takis Katsoulakos and Yannis
Katsoulacos (2007)
VOL. 7 NO. 4 2007, pp. 355-369, Emerald Group Publishing
Limited, ISSN 1472-0701, CORPORATE GOVERNANCE
Benkler
“governança corporativa” é um
assunto heptagonal
•
•
•
•
•
•
•
Agenda estratégica (AE)
Mecanismos de governança (MG)
Finanças e direito de propriedade (FDP)
Globalização da governança (GG)
Corporações e governança (CG)
Sustentabilidade e governança (SG)
Governança de TI (GTI)
Mecanismos
de
governança
Agenda
estratégica
Finanças e
direito de
propriedade
Corporações
e governança
Governança
de TI
Globalização
da
governança
Sustentabilidade
e governança
Anexo
“To Market”
Concepts
Transitional
Concepts
“Market With”
Concepts
Goods
Services
Service
Products
Offerings
Experiences
Feature/attribute
Benefit
Solution
Value–added
Co–production
Co–creation of value
Profit maximization
Financial engineering
Financial
feedback/learning
Price
Value delivery
Value proposition
Equilibrium systems
Dynamic systems
Complex adaptive
systems
Supply Chain
Value–Chain
Value–creation
network/constellation
Promotion
Integrated Marketing
Communications
Dialog
Product orientation
Market orientation
Service orientation
Lusch & Vargo (2006)
Business History and the
Economics of Organization: The
Governance Perspective.
Williamson,O.E.
2005
Hazards
• Vertical integration (coase, 1937)
• Contractual transactions (labor, finance,
vertical market restrints, regulation, trust)
• Governance (markets, hybids, hierarchies,
bureaus, networks)
• Institutional environment (the political,
legal, and social rules of the game)
Transaction cost economics
• Background
– Behavioral assumptions
• Bounded rationality and opportunism
– Incomplete contracting
– Contract as promise
• Operationalizing Transaction Cost Economics
– The technology of transacting
• The frequency with which they recur
• The degree and type of uncertity to which they are subject
• The condition of asset specificity
Vertical Integration
• Boundary and monopoly
• Coase (1937): When do firms choose to
procure in the market and when do they
produce their own requirements?
– Make or buy?
• Incomplete short-term contract
Lazzarini,S.G. e Chaddad,F.R. 2001.
Klein (2001)
• Microsoft that significantly affected use of
Internet Explorer relative to Navigator:
• 1) Microsoft's massive investments in browser
technology;
• 2) Microsoft's zero pricing of Internet Explorer;
• 3) Microsoft's exclusive distribution contracts with
Internet access providers; and
• 4) Microsoft's tying of Internet Explorer to
windows.'
Fonte: http://www.mckinseyquarterly.com/
2004 Number 2
Capitalizing on
customer insights
• To stimulate growth in today's marketing
environment, companies must identify and
prioritize opportunities at points where
proliferating segments, channels, and product
categories intersect.
• John E. Forsyth, Nicolo' Galante, and Todd
Guild
• 2006 Number 3
• http://www.mckinseyquarterly.com/article_page.
aspx?ar=1823
Inshights-driven company
Suppose a business that manages insights as a functional responsibility wants to switch
to developing a company-wide capability that could benefit from the involvement
of far-flung participants. First, there must be a top-down commitment—usually
driven by the CEO, the chief marketing officer, and the head of sales—to work in
accord with common practices and definitions concerning insights. The CMO and
the head of sales should play a governance role by resolving conflicts about brand,
channel, and regional priorities and by setting growth goals at the cell level. They
must also promote the use of a common language for insights and of shared metrics
for the performance of brands or categories and for channels, segments, and
regions. While the idea of such metrics may seem straightforward, adopting them
takes many companies at least two annual planning cycles. Finally, senior
executives shouldn't overlook the role of social skills and of what Daniel Goleman
calls "emotional intelligence" in making collaborative processes work.2 By hiring
and developing people with these skills and qualities, companies can improve the
performance of an insights network.
A future for e-alliances
• Mixed results from the first wave of e-alliances
offer lessons for deal makers who are
negotiating the next one.
• David Ernst, Tammy Halevy, Jean-Hugues J.
Monier, and Hugo Sarrazin
• 2001 Special Edition: On-line tactics
• http://www.mckinseyquarterly.com/article_page.
aspx?ar=1039
Bricks-and-clicks alliances
• In the B2B sphere, the first wave of alliances
proved to be singularly unsuccessful. They ran
into difficulties as a result of pitfalls that have
been known for more than a decade:
overambitious scope, a failure to contribute
assets at the outset, and unworkable
governance structures. Finally, though deals in
the United States have commanded most of the
attention, cross-border alliances have been
reasonably successful. For companies that are
strong in their home markets, such deals
represent an attractive growth option.
B2B alliances
• Almost half of the participants in B2B emarketplaces and consortia were rewarded by
positive "pops" in their stock price. But the steak
hasn’t lived up to the sizzle: from the first wave of
deals to the end of 1999, only 29 per-cent of the
B2B alliances we assessed were on track to create
value or met medium-term objectives such as
liquidity targets. Many of these alliances were set
up in record time but stumbled over three classic
pitfalls: they were too ambitious; they failed to
commit the people, software, relationships,
liquidity, and capital that were needed to give the
venture true autonomy; and they were burdened
by equal-governance arrangements.
Branding
Brand Value Chain
• 1)
Brand Positioning: Describes how to
guide integrated marketing to maximize
competitive advantages.
• 2)
Brand Resonance: Describes how to
create intense, actively loyal relationships
with customers.
• 3)
Brand Value Chain: Describes how to
trace the value creation process to better
understand the financial impact of marketing
expenditures and investments.
Fonte: Keller, K. Strategic Brand Management:
Building, Measuring, and Managing Brand Equity
Fonte: McKinsey
Fonte: McKinsey
Fonte: McKinsey
Fonte: McKinsey
Fonte: Interbrand
Fonte: Interbrand
Readers' Choice poll measures brand impact
according to brandchannel readers
• Respondents per region equal: 3,625 for
Global; 1,595 for US & Canada; 1,420 for
Asia-Pacific; 1,358 for Europe & Africa; and
581 for Latin America.
Sustainable development
Fonte: Najam, A. Cleveland, C. 2003.
• ABNT NBR 16001 - Responsabilidade social – Sistema de gestão
– Requisitos;
• Accountability 1000 (AA1000);
• Código Brasileiro das Melhores Práticas de Governança
Corporativa do IBGC – Instituto Brasileiro de Governança
Corporativa (IBGC);
• Corporate Governance Quotient (CGQ) – Institutional
Shareholder Services (ISS);
• GovernanceMetrics International (GMI);
• Diretrizes para a Elaboração de Relatórios de Sustentabilidade
(versão preliminar da terceira versão – G3) – Global Reporting
Initiative (GRI);
• Dow Jones Sustainability Index (DJSI)
• SAM Corporate Sustainability Assessment Questionnaire 2005;
• European Corporate Governance Services (ECGS);
• Índice de Sustentabilidade Empresarial da BOVESPA (ISE);
• Sarbanes-Oxley Act of 2002 (SOX);
• SD 21000 – Sustainable Development – Corporate
Sustainability: Guide for taking into account the stakes of
sustainable development in enterprise management and
strategies.
Marketing Strategy
Definição de Marketing da American
Marketing Association (AMA) de 2004
Marketing is an organizational function
and a set of processes for creating,
communicating, and delivering value to
customers and for managing customer
relationships in ways that benefit the
organization and its stakeholders.
TIPOS DE MARKETING
• ORTODOXO
– PRODUTOS DE CONSUMO
• NÃO ORTODOXO
– PRODUTOS INDUSTRIAIS
•
BUSINESS TO BUSINESS (B2B)
– SERVIÇOS
•
•
•
•
•
•
BANCÁRIO
TURÍSTICO
CULTURAL
TECNOLÓGICO
SEM FINS LUCRATIVOS
ESPORTIVO
SISTEMA DE MARKETING
Bens de Consumo
AE
MERCADO
OBJETO
(Produto)
OBJETIVO
(Motivo)
Convenience
Shopping
Specialty
Racional
Psicológico
ORGANIZAÇÃO
Iniciador
Influenciador
Decisor
Comprador
Usuário
APL
AF
EMPRESA
produto/
serviço
PRODUTO
PREÇO
PROMOÇÃO
PONTO
Hierarquia de Efeitos
OPERAÇÃO
Sistema
de
Compra
e de
Uso
informação
remuneração
informação
AT
AD
ASC
MARKETING DE TRANSAÇÕES (TROCAS)
Relacionamentos
Redes
COMPOSTO
MARKETING DE RELACIONAMENTO
Preço
Produto
MARKETING
DE MARKETING
- Produto
DE RELACIONAMENTO
- Relacionamentos
- Preço
- Redes
- Promoção
- Interações
- Praça
Ambiente
Interação
Promoção
Praça
Carpenter, 2000.
Marketing channels
What is a marketing channel?
• A marketing channel is a set of
interdependent organizations involved in
the process of making a product or a service
available for use or consuption.
• Coughlan, Anderson, Stern, El-Ansari.
Marketing Channels. Pearson, 2006.
Forces for channel development
and change
• Wroe Anderson (1954)
• Demand-side factors
– Facilitation of search
– Adjustment of assortment discrepancy
• Supply side factors
– Routinization of transactions
– Reduction in number of contacts
Channel analysis
• Channel design
–
–
–
–
–
Segmentation
Structure decisions
Splitting the workload
Degree of commitment
Gap analysis
• Channel Implementation
– Identifying power sources
– Identifying channel conflicts
– Tha goal of channel coordination
Interorganizational
Governance in
Marketing Channels
Jan Heide
Journal of marketing
Journal of Marketing, Vol. 58,
No. 1 (Jan., 1994),
• Relationship management rapidly is becoming a central research
paradigm in the marketing channels literature. A growing body of
conceptual and empirical literature addresses different aspects of
interfirm relationships, building in part on recent theoretical
developments in organization theory, law, and economics.
Interestingly, however, some of these theoretical frameworks make
radically different assumptions about the nature of interfirm
relationships, though these differences to date have not been examined
systematically in the marketing literature. The author reviews these
theoretical perspectives and develops a formal typology of approaches
to relationship management. Specifically, he develops a typology of
three different forms of governance, which vary systematically in
terms of how specific interfirm processes are carried out. He also
discusses the antecendents of different relationship forms and shows
the results of a preliminary empirical test.