How firms relate to markets – Page 3

Is Capitalism Killing America?

I was stopped in my tracks this morning by an email from the Stanford Graduate School of Business with the subject line “Is Capitalism Killing America?”. It is not the sort of thing that the world’s top business school (at least that was how it was rated forty years ago when I was there) normally sends to its alumni.

The key feature in the email newsletter was an article with the subheading “Young & Rubicam Chairman Emeritus Peter Georgescu says it’s time to end the era of shareholder primacy[1] which reviews Georgescu’s new book Capitalists Arise! End Economic Inequality, Grow the Middle Class, Heal the Nation (Berrett-Koehler, 2017). Georgescu, a fellow Stanford GSB “alumn”, is looking to chief executives to think about how, and for whom, they run their companies.

Capitalism is an endangered economic system, Georgescu says. He cites by economist William Lazonick, who studied S&P 500 companies from 2003 to 2012 and discovered that they routinely spend 54% of their earnings buying back their own stock and 37% of their earnings on leaving just 9% of earnings for investment in their business and their people.

“Innovation is the only real driver of success in the 21st century, and who does the innovation? Our employees. How are we motivating them? We treat them like dirt. If I need you, I need you. If I don’t, you’re out of here. And I keep your wages flat for 40 years,” says Georgescu, who points out that growth in real wages has been stagnant since the mid-1970s.

Georgescu continues by noting that the lack of investment in business and their people feeds back into demand, undermining sales growth. With median household income in the US less than 1% higher today than in 1989: “There’s no middle class, and the upper middle class has very little money left to spend, so they can’t drive the economy. The only people driving the GDP are the top 20% of us”. 60% of American households are technically insolvent and adding to their debt loads each year. In addition, income inequality in the U.S. is reaching new peaks: The top layer of earners now claim a larger portion of the nation’s income than ever before — more even than the peak in 1927, just two years before the onset of the Great Depression.

Georgescu blames the ascendency of the doctrine of shareholder primacy.

“Today’s mantra is ‘maximize short-term shareholder value.’ Period,” he says. “The rules of the game have become cancerous. They’re killing us. They’re killing the corporation. They’re helping to kill the country……..

“The cure can be found in the post–World War II economic expansion. From 1945 until the 1970s, the U.S economy was booming and America’s middle class was the largest market in the world. In those days, American capitalism said, ‘We’ll take care of five stakeholders,’. Then and now, the most important stakeholder is the customer. The second most important is the employee. If you don’t have happy employees, you’re not going to have happy customers. The third critical stakeholder is the company itself — it needs to be fed. Fourth come the communities in which you do business. Corporations were envisioned as good citizens — that’s why they got an enormous number of legal protections and tax breaks in the first place.

“If you serve all the other stakeholders well, the shareholders do fine,” he says. “If you take good care of your customers, pay your people well, invest in your own business, and you’re a good citizen, the shareholder does better. We need to get back to that today. Every company has got to do that.”

It’s refreshing to hear this from one of the grand old men of the commercial world in the United States. But in his critique of “shareholder value”, he fails to single out the principal beneficiaries, the chief executives and top management teams themselves (including our fellow business school alumni) who have exploited the system to cream off an ever increasing share of the rewards in salaries, bonuses and options, all the while failing to invest in productive assets, innovation, securing long term positions with customers and local communities, and in the people who work in the companies themselves.

[1] https://www.gsb.stanford.edu/insights/capitalism-killing-america?utm_source=Stanford+Business&utm_medium=email&utm_campaign=Stanford-Business-Issue-122-10-1-2017&utm_content=alumni

The Uber employment tribunal decision through the prism of the Escondido Framework

How does the Escondido Framework interpret the impact of the decision of an employment tribunal in London that Uber drivers are not self-employed?

The Escondido Framework describes an organisation as both the solution space that exists between the external interfaces, or markets, and the structure, systems and processes within the solution space that mean that it creates value above and beyond what would exist in the absence of the organisation.

The first consequence of the employment tribunal was to address as matter of law as opposed to economics what Uber buys and sells. Uber hitherto has maintained that it provides a platform that brings together drivers and passengers – ie it provides a service that facilitates the provision of rides by self employed drivers to would be passengers who log on to the platform – rather it provides a transport solution to passengers using drivers that it employs. The judgement challenges the first model by effectively establishing that framework of the contract between the Uber and its drivers means that are being treated as though they were employees rather than self employed at arms length by the company.

The Escondido Framework is helpful in understanding how a judgement by lawyers considering employment lawyer can apparently transform the relationship between an Uber driver and Uber. Uber describes a relationship with the driver that makes them a customer of the company – a self-employed person who pays 25% of the fare secured to Uber in recognition of his or her use of the Uber platform. The Employment Tribunal found that, because of the constraints on the driver under the contractual relationship with company, the Uber driver is a supplier of labour – “an employee” – a factor of production in the provision of a minicab service by Uber to passengers.

The Escondido Framework is essentially neutral between the parties to a transaction: each is a customer of the other and is subject to terms that agreed in a contract of one sort or another, either explicit or implicit. Uber has certainly created value in creating and operating the platform, and thereby has created an organisation that occupies a virtual space bounded by market interfaces with drivers and passengers. Other interfaces bounding Uber’s virtual space include: those with its other employees – programmers and software engineers for example[1]; with its investors; and, as illustrated by this dispute and others with city transport authorities that license taxis, with the political and legal interfaces.

Given the restrictions on drivers, meaning that they cannot simultaneously be attached to multiple platforms, and that the passenger, although able to make choices among available drivers and vehicle classes, has relatively little ability to discriminate between drivers (I see a considerable contrast between Uber and other internet platform businesses such as eBay in this regards) it is hard to see Uber as a company selling a platform to users as opposed to selling journeys to passengers with drivers as employed labour, or at the very least suppliers that allow it to provide those journeys. In this interpretation, Uber is a very conventional organisation providing taxi services, with a highly efficient and well developed set of systems and processes that has created a lot of value, and in Escondido Framework language “solution space”, between the market interfaces of supplier/labour and customer.

Visualising the organisation within the Escondido Framework, in its most simple form as a Reuleaux Tetrahedron, one interpretation of the employment tribunal decision for Uber is that the interface with the labour market has moved and changed in shape. Alternatively, the judgement could be interpreted as a movement of the interface with the regulatory and political market place that reduces the solution space by limiting the parts of the labour market interface that are available to Uber (ie the self employment part of the interface is no longer available to it).

The outcome is indisputable. The solution space available to Uber is smaller, with a consequence that the latitude in terms of strategy available to its management is reduced, along with the amount of economic available for capture by the management and any other interested parties being reduced.

But assessing which of the market interfaces has changed to reduce the size of the solution space is more complex. Is it that the consequence of the legal judgement is that drivers will no longer be willing – as a consequence of the protection of rights arising from the employment tribunal decision – to work on the mix terms that they would previously have accepted? If so, this would represent a change in the position and shape of the market interface. Or is it that the market interface – which is collection of points representing an acceptable mix of terms of “employment” to drivers (payment, sick pay, holiday pay, employer imposed restrictions on availability, ability to take other work, ability to turn down rides, access to tips from passengers, discretion about routes to take, condition of the car that they driver must maintain etc) has not changed, but that the movement of the interface with the political and regulatory world (the market for political influence, which in Uber’s case may well have been influenced by other aspects of the company’s conduct), has moved in way that has removed some of these points from being available (see illustration below)

Impact of new regulation to reduce solution space

[1] Subsequent to this post some very interesting issues arose surrounding the way that Uber has positioned itself against this market interface, giving rise to repeated charges of sexism and sexual discrimination

Paul Polman, CEO of Unilever, on sustainability, purpose and living by his values

In the late 1980s, the buying and merchandising team I led at high street retail chain WHSmith launched a substantial new range of environmentally responsible stationery. It resonated with the personal values of the team, in short we believed that it was the right thing to do. We also argued that it would be good for the company and provide us with an edge over competitors, since it would be attractive to a significant number of our customers, would help us with staff recruitment since we believed that smart young people wanted to work for an environmentally responsible company, and would help enhance the wider reputation of the company with marketing benefits spilling over into other product categories and win sympathy for us in other ways, even to the extent, for example, of creating a benign audience in local authority planning decisions.

This weekend’s FT contains a profile of Paul Polman, chief executive at Unilever for the past seven years, who has taken an even bolder and more extensive approach to environmental responsibility. His leadership reflects an explicitly understanding of the diversity of market dimensions and that companies need to consider, a sense of that the purpose of the company reflects long term sustainability – of the company and the environment in which it operates.

His responses to his FT interviewers speak for themselves:

“P&G started in 1837, Nestlé in 1857. These companies have been around for so long because they are in tune with society. They are very responsible companies, despite the challenges that they sometimes deal with, all the criticism they get”

When Polman became chief executive of Unilever …. he said that he only wanted investors who shared his view that Unilever needed to shepherd the Earth’s future as carefully as it did its own revenues and profits…..“Unilever has been around for 100-plus years. We want to be around for several hundred more years. So if you buy into this long-term value-creation model, which is equitable, which is shared, which is sustainable, then come and invest with us. If you don’t buy into this, I respect you as a human being but don’t put your money in our company.”

The FT article explains that Sustainable Living Plan adopted by Unilever has not met all its targets, pushing back the date for halving its products’ environmental impact from 2020 to 2030 but it has reduced the waste associated with the disposal of its products by 29 per cent, with the aim of hitting 50 per cent by 2020. It is not without its critics, but a report from Oxfam report on the company’s practices in Vietnam identified “a number of critical challenges in translating the company’s policy commitments into practice”, the charity’s latest Behind the Brands ranking, which looks at the top 10 food companies’ record on small farmers, women’s rights, the use of land and water and greenhouse emissions, put Unilever in first place, ahead of other leading consumer products companies.

The outcome has been good for the company’s relationships with investors. In the FT’s words: “while he told short-term shareholders to shove off, he delivered good returns to those who stayed. Unilever’s total shareholder return during Polman’s tenure has been 203 per cent, ahead of his old employer Nestlé and well ahead of P&G………. The company has also succeeded in attracting more long-term shareholders………before Polman’s reign, 60 per cent of the company’s top 10 shareholders had been there for five years or more. Today, 70 per cent have held their shares for more than seven years.”

It is also clear from the FT article that Polman has also adopted this approach to environmental sustainability because of its alignment with his personal beliefs, and that his belief that the wider purpose of the company (which he likes to an NGO) is a further illustration of his own belief that he should live his personal values in his corporate career. The Saïd Business School’s Colin Mayer, author of The Firm Commitment, tells the FT “He has demonstrated immense courage and vision in promoting a concept of the purpose and function of business that initially met with considerable resistance, bordering on hostility, from several quarters.”

Highlights from October 2016 Harvard Business Review

My two picks from the latest Harvard Business Review relate to two Escondido Framework themes: the way that executive teams have been the beneficiaries of the misunderstanding by shareholders (or, rather, their representatives on remuneration committees) of what motivates them and how the relevant market relationships work; and the need to think about employees as customers.

An article titled “Compensation, the case against long-term incentive plans” reviews the work of Alexander Pepper, set out in his book “The Economic Psychology of of Incentives: New Design Principles for Executive Pay (Palgrave Macmillan 2015). Pepper documents how pay for performance incentives, and Long Term Incentive Plans in particular, fail to work as proponents expected. The four reasons are summarised as follows:

Executive are more risk-averse than financial theory suggests
Executives discount heavily for time
Executives care more about relative pay
Pay packages undervalue intrinsic motivation

HBR’s review of Pepper’s work, in its Idea Watch section, comes not long after news broke in London on 22^nd August that Woodford Investment Management was to scrap all staff bonuses, based on the belief that ‘bonuses are largely ineffective in influencing the right behaviours.’

The second article of interest is an article by Cheryl Bachelder, CEO of fast food franchise Popeyes: “How I did it…… The CEO of Popeyes on treating franchisees as the most important customers”. It’s not so much the lesson expressed in the article’s title that excites me, but an extract in the middle of the text that takes the message a stage further, recognising staff as customers:

At one point in my career, I was touring restaurants to talk to team members about the importance of serving guests well. I met a young man who was not excited about my “lesson”. He asked who I was. “I’m Cheryl,” I said. “Well Cheryl,” he said, “there’s no place for me to hang up my coat in this restaurant, and until you think I’m important enough to have a hook where I can hang up my coat, I can’t get excited about your new guest experience program.” It was a crucial reminder that we are in service to others – they are not in service to us.

Timeless themes in Galsworthy’s “Strife” (1909)

My mother in law and I have resolved the problem of the deadweight loss of Christmas (Joel Waldfogel, American Economic Review, December 1993) by giving each other a night out at the theatre, accompanied by her daughter/my wife. Whether last night’s trip to see “Strife” at the Chichester Festival Theatre was her gift to me or mine to her doesn’t matter, it was a great production and my first exposure to John Galsworthy’s insightful exposure of the fallacy of mindless short term focus on shareholder value, the importance of recognising the constraints on the firm of public opinion, and the pressures on the trade union to serve its long term interest over the pressures of the interested parties in the immediate dispute. Furthermore, themes on hand around corporate governance, the tension between external directors and a dominant shareholder chairman, and on the other (in the context of the current junior doctors’ dispute and the tensions within the British Medical Association) between the professional leadership of the trade union and the intransigent leader of the local workers’ committee, have a resonance in 2016 every bit as powerful as they may have had when the play was first performed in 1909.

Wikipedia provides a useful synopsis:

The action takes place on 7 February at the Trenartha Tin Plate Works, on the borders of England and Wales. For several months there has been a strike at the factory.

Act I

The directors, concerned about the damage to the company, hold a board meeting at the home of the manager of the works. Simon Harness, representing the trade union that has withdrawn support for the strike, tells them he will make the men withdraw their excessive demands, and the directors should agree to the union’s demands. David Roberts, leader of the Men’s Committee, tells them he wants the strike to continue until their demands are met, although the men are starving. It is a confrontation between the elderly company chairman John Anthony and Roberts, and neither gives way.

After the meeting, Enid Underwood, daughter of John Anthony and wife of the manager, talks to her father: she is aware of the suffering of the families. Roberts’ wife Annie used to be her maid. She is also worried about the strain of the affair on her father. Henry Tench, company secretary, tells Anthony he may be outvoted by the Board.

Act II, Scene I

Enid visits the Roberts’ cottage, and talks to Annie Roberts, who has a heart condition. When David Roberts comes in, Enid tells him there must be a compromise, and that he should have more pity on his wife; he does not change his position, and he is unmoved by his wife’s concern for the families of the strikers.

Act II, Scene II

In an open space near the factory, a platform has been improvised and Harness, in a speech to the strikers, says they have been ill-advised and they should cut their demands, instead of starving; they should support the Union, who will support them. There are short speeches from two men, who have contrasting opinions. Roberts goes to the platform and, in a long speech, says that the fight is against Capital, “a white-faced, stony-hearted monster”. “Ye have got it on its knees; are ye to give up at the last minute to save your miserable bodies pain?”

When news is brought that his wife has died, Roberts leaves and the meeting peters out.

Act III

In the home of the manager, Enid talks with Edgar Anthony; he is the chairman’s son and one of the directors. She is less sympathetic now towards the men, and, concerned about their father, says Edgar should support him. However Edgar’s sympathies are with the men. They receive the news that Mrs Roberts has died.

The directors’ meeting, already bad-tempered, is affected by the news. Edgar says he would rather resign than go on starving women; the other directors react badly to an opinion put so frankly. John Anthony makes a long speech: insisting they should not give in to the men, he says “There is only one way of treating ‘men’ — with the iron hand. This half-and-half business… has brought all this upon us…. Yield one demand, and they will make it six….”

He puts to the board the motion that the dispute should be placed in the hands of Harness. All the directors are in favour; Anthony alone is not in favour, and he resigns. The Men’s Committee, including Roberts, and Harness come in to receive the result. Roberts repeats his resistance, but on being told the outcome, realizes that he and Anthony have both been thrown over. The agreement is what had been proposed before the strike began.

Missing from the synopsis are some of the more subtle themes in Galsworthy’s text, including the recognition by Harness of the reality facing the company (that it will not survive if the strike continues and the men’s jobs are on the line) irrespective of Roberts’ concern for a wider struggle against “Capital”, John Anthony’s arguments about the primacy of the bottom line and his duty not to compromise, and the concern of the majority of the directors of the company for public opinion (and their personal reputations).

Linear programming and the theory of the firm – flashback to the 1950s

Exposure to linear programming while doing my MBA at Stanford informed the model of the firm that I described first in May 1980 in a paper for Steve Brandt’s seminar on strategic management and developed into a core component of the Escondido Framework. So when I was told recently about Robert Dorfman’s “Application of linear programming to the theory of the firm” (Berkeley, 1951) and a collection of essays from a 1958 symposium at the University of Michigan edited by Kenneth E Boulding and W Allen Spivey titled “Linear programming and the theory of the firm” (New York, 1960), I thought I should take a look.

Both titles engage somewhat futilely in trying to extend the application of linear programming beyond its useful limits, and swamp the conceptual opportunity of applying a way of thinking about organisational problems with multiple constraints with the desire to created mathematical analytical models under conditions that are necessarily massively complex, non-linear, and dynamic.

Dorfman’s final chapter, on “Assumptions, Limitations, and Possibilities” highlights the limitations of the techniques that he explored in the previous chapters, particularly in relation to the static conditions under which the analysis might be undertaken, the challenges of coping with a dynamic and multi period condition, and with uncertainty. He effectively gives up: “There is little reason to hope that linear programming, or any other simple formulized technique will be able to comprehend this entire problem”. This probably still applies even in an age of massive computing power and ability to capture and interrogate “big data” that Dorfman could never have imagined. He did acknowledge that at the time of writing his book that “linear programming emphasises the physical inter-relationships of productive processes almost to the exclusion of the demand side”. My memory of studying linear programming at the Stanford Graduate School of Business in 1979 is that in this respect at least the commercial applications of linear programming had moved on the in following few decades. Ultimately, however, Dorfman retreats back into an assumption that linear programming could be best applied to managing and optimising internal processes, accepts that the practical applications will be limited in the short term, but remained hopeful, that “economists can rely on the mathematicians, the electronicists, and the statisticians to provide a practical tool.”

The final two essays in Boulding and Spivey’s collection move beyond the descriptions in the earlier essays of the mathematics of linear programming and how they might be applied to the activities of the firm. Interestingly in the context of a book about the application of linear programming, both end up focussing on the difficulty defining the objective function for the firm, arguing that firms seek to more than just maximise profits.

C.Michael White’s essay “Multiple Goals in the Theory of the Firm” reviews the thinking prevailing at the time about the various goals for the firm, both within the scope of profit maximisation (eg in relation to time horizons, to strategic considerations such as discouraging competitive market entry, and in relation to public relations). He cites AG Papandreou, suggesting that he had pointed out that “profit is simply one possible ranking criterion in a broader system of preference-function maximisation. Under perfect competition, profit is the only ranking criterion consistent with survival. In the absence of perfect competition the long-run survival of the a firm may be achieved best (or at least as well) through the maximisation of goals other than profit.”

White addresses the issue of the survival of the firm “The firm as a social and economic organization, like many other organisms, has a compelling urge to survive. More fundamental than the profit motive, the motive to survive is implicit in most decisions within the firm, though the possibility of organizational suicide should not be ruled out”. He later observes “Survival, including the consequent homeostasis concept (Boulding, Reconstruction of Economics, New York, 1950) is seldom an explicit primary goal of a firm but instead provide a pervasive set of limitations on other goals including profit.” However, White fails, surprisingly in an essay in a book about linear programming to close the loop that is embedded in the Escondido Framework model of the organisation as the occupying the virtual space bounded by its market interfaces with customers, capital, labour, other suppliers etc. But he goes some way in this direction, for example identifying later in the paper that “In most instances financial objective are evidenced as additional constraints on other objectives.

White’s summary is as good a description of the objective of the firm as any I have come across since embarking on this project in 1980: “The goals of firms represent a wide array of alternative objectives of which profit maximization is only one, although without doubt a most significant one. In those instances where firms strive to maximize profit all other aspects of the firm’s behaviour impose restrictions on this goal.” (He continues his summary by observing “The difficulty of estimating with accuracy the long-run prospects of a firm makes survival or homeostasis (when interpreted as a relative position within an environment) the most likely long-run objective.”)

Sherrill Cleland’s “A Short Essay of a Managerial Theory of the Firm” is an insightful attempt to move beyond what he describes as “the Traditional Firm”, a limited model developed from the work of Marshall, Chamberlin and Robinson in the 1930s and 1940s essentially seeing the firm as a passive respondent to conditions imposed by external markets for consumption, capital, labour, and materials, and the competitive industry structure. He describes how while economists were studying the operation of the market to understand the allocation process, businessmen were “developing a strong propensity to innovate in order to gain temporary monopoly control over market forces. As the businessman learned by doing, his propensity to innovate shifted to a propensity to monopolize and temporary monopoly became more permanent. The pattern of internal decision-making which he followed was designed to minimize the external constraints which had theoretically limited his decision alternatives. The initial managerial revolution, then, was an attempt by the businessman to control or influence the external forces (the product market and the factor market) that had been controlling and limiting him. That he was successful, and patently so, is evidenced by our antitrust laws. He wished to expand his field of choice, his set of alternatives, while simultaneously reducing the degree of uncertainty he faced.” He captures the different types of relationship with these external forces in the following figure, that distinguishes between those that the business accepts as given, those that provide a degree of restraint but are subject to influence, and the activities that the firm can reshape in response to its own decisions.

Cleland later proceeds develop his “Managerial Theory”, reflecting how the firm, operating in imperfect markets and consequently with options in terms of pricing and other parameters, is in a position to take choices about its internal operations, processes and outputs, and consequently is able to consider goals other than straightforward profit maximisation. He considers the possibility of satisficing behaviour, for example ensuring only that profit levels exceed the cost of capital and perhaps share the benefits of market power through spending on social responsibility programmes, and also minimax behaviour, for example by engaging in defensive pricing to secure long term contracts and thereby reduce uncertainty or discourage competitive entry.

Cleland further explores how decisions are made within the firm, and highlights to failure of traditional economic models of the firm to consider the role of the people within the firm, in particular the “manager-executive” in taking decisions, and in turn the way that the institutionalised processes, policies and procedures shape the way that decisions are taken, and the decision themselves. He also examines the firm as an information system, with flows both up and down the organisation, to provide the basis for decision-taking by managers and their execution of these decisions by subordinates.

In common with Dorfman, Cleland hopes that his essay is merely laying the foundations for further work, but I have been unable to establish whether he undertook further work in this field or whether this essay provided the foundation for the work of others. Nonetheless, a sentence in his closing paragraph about his “Managerial Theory” that deserves wider airing for its emphasis on “satisfactory profit” and the decision-making power of management: “The managerial theory of the firm considers the firm as an organized information system, intent upon a satisfactory profit level operating in an external and internal environment which allows the manager significant decision-making power.”

“Shareholder value ……. the biggest idea in business” – Really?

The Economist has published a useful analysis of the place of “Shareholder Value” in contemporary thinking about business and the firm (Shareholder Value: the enduring power of the biggest idea in business*, The Economist, 2 April 2016).

The article describes the evolution of the idea that the purpose of the firm is to maximise shareholder value, its primacy first in the Anglo Saxon world, but its pervasiveness today globally wherever commerce is practised. It also cites the objections to capitalism of a society that sees corrupt and failing businesses and widening social inequality.

It describes the challenges faced by Shareholder Value. The first that is it

“is a licence for bad conduct, including skimping on investment, exorbitant pay, high leverage, silly takeovers, accounting shenanigans and a craze for share buy-backs, which are running at $600 billion a year in America”

but the Economist then argues that these are essentially perversions of Shareholder Value:

“These things happen, but none has much to do with shareholder value. A premise of “Valuation” is that there is no free lunch. A firm’s worth is based on its long-term operating performance, not financial engineering. It cannot boost its value much by manipulating its capital structure. Optical changes to accounting profits don’t matter; cashflow does (a lesson WorldCom and Enron ignored). Leverage boosts headline rates of return but, reciprocally, raises risks (as Lehman found). Buy-backs do not create value, just transfer it between shareholders. Takeovers make sense only if the value of synergies exceeds the premium paid (as Valeant discovered). Pay packages that reward boosts to earnings-per-share and short-term share-price pops are silly.

“Outbreaks of madness in markets tend to happen because people are breaking the rules of shareholder value, not enacting them. This is true of the internet bubble of 1999-2000, the leveraged buy-out boom of 2004-08 and the banking crash. That such fiascos occur is a failure of governance and human nature, not of an idea.”

The second is the challenge of the stakeholder model:

“that firms should be run for all stakeholders, not just shareholders. In a trite sense the goals of equity-holders and others are aligned. A firm that sufficiently annoys customers, counterparties and staff cannot stay in business.”

The Economist then goes on to describe the difficulty finding an objective to replace shareholder value, including risk of potentially unintended consequences of placing too much emphasis on specific stakeholder, for example by protecting employment to the point that a company goes under. It then concludes that “For these reasons shareholder value—properly defined—will remain the governing principle of firms” but with the qualification that “shareholder value is not the governing principle of societies. Firms operate within rules set by others.”

The Escondido Framework turns a lot of this thinking on its head. Maximising shareholder valuation is not an absolute objective: rather the management of a company need to deliver sufficient shareholder returns, including the prospect of returns, to secure the capital the company requires and to satisfy shareholder that they would not be better off using such influence as they have in the financial instruments they hold to replace them with other managers. This is fundamentally no different to the task they face setting terms of employment to secure the necessary workforce, and designing products and services and setting prices to attract and retain customers. The Escondido Framework also argues that other, non-financially mediated markets have also to be considered, to keep regulators on-side and to maintain a favourable climate among the public at large who may ultimately influence the behaviour of governments or even do such perverse things as consequence of their alienation as to cast votes to leave a continental economic union that underpins the welfare of the economy.

One of the underlying conclusions of the Escondido Framework is that shareholder value is not the governing principle of firms. This is a descriptive not a normative statement. Firms are managed to keep shareholders of management’s backs. Inefficiencies in capital markets and corporate governance result in perverse and/or satisficing behaviours by managers in relation to shareholders, as evidenced by the lack of control of executive salaries and value destroying M&A activity. Firms that are successful in the long term in terms of market presence, satisfying customers and being places that employees report as attractive places to work, whose standing and reputation with the public helps reduce pressure for adverse regulation from government, happen also to be those who are successful in providing returns to shareholders over the long haul that attract long term investors who, like Warren Buffet, manage to generate superior returns. The deal works this way round, not the other way!

*The authors regrettably seem unaware that Jack Welch once described Shareholder Value as “the dumbest idea in the world” – see blog post 10th April 2010

Failing the marshmallow test

The BBC World Service is the insomniac’s salvation. If you are lucky, a background of talk radio helps you back to sleep. If you are luckier still, you stumble on a piece of quality programming that Auntie has chosen to share with the rest of the globe but not with its domestic listeners.

“In the Balance”, a business programme presented by Andy Walker at 03:30 GMT on Sunday 2nd November, included a first class discussion of short termism between Bridget Rosewell, Geoffrey Franklin and Richard Dodds, following an interview with John Kay that marked the second anniversary of the publication of his report for HM Government on short termism in equity markets.¹

The essential conclusion of the Kay report [reference needed] was that there is too much short termism in UK corporate life at the expense of addressing long term competitive advantage. The top management of quoted companies focus unduly on hitting 3 monthly targets, which are a poor measure of management competence, and have been rewarded accordingly. The 1990s featured attempts to align management incentives with the interests of shareholders, but the net result was that “many people who were quite incompetent made quite a lot of money”. Kay concludes that regulation is not the solution, but that a change in culture is required, but that it is hard to know how to do this, and harder still to measure progress.

Kay expanded on the culture change required and the inherent difficulties. He referred to the “marshmallow test”, an experiment with 4 year old children. Most, when presented with a marshmallow and told that if they wait 5 minutes before eating it they will be given a second one, will eat it right away. (A celebrated study of children subjected to the marshmallow found that those who exhibited a lower personal discount rate and exercised sufficient self control to win the second marshmallow – or maybe just had the insight to understand the challenge facing them – prospered more in later life). Andy Walker asked John Kay whether he was saying that executives simply need to grow up, to which Kay responded “a lot of company directors would fail the marshmallow test.”

In the ensuing discussion among the panellists, Bridget Rosewell blamed her profession (economists) for promulgating the view that all the information about the future prospects of the company is captured in the share price, and consequently many board level remuneration packages have been structured around movements in the share price, and the panel as a whole seemed to conclude that we have spent years telling people to focus on the wrong thing. Further, Rosewell also observed that “All markets exist in institutional contexts and cultural contexts.”

Is John Kay right? Undoubtedly yes. But the supplementary questions are more interesting: why do so many fail the marshmallow test; and what can we do about it?

There are probably could be three underlying reasons for the behaviour Kay describes.

One is that, notwithstanding the experimental data that suggests that people who come out on top in later life are those who as small children passed the marshmallow test, perhaps some of those who make it to the upper reaches of commercial organisations respond disproportionately to short term signals. (Or maybe, by the time that they have reached the upper reaches they are no longer capable or responding to anything other than short term signals?). This is not something that I have observed myself, but there may be some revealing academic research lurking in the nether regions of a business school somewhere that addresses the personality types of chief executives and points to this failing.

A second explanation could be that human timeframes and organisational timeframes may be intrinsically misaligned. “In the long run, we are all dead.” The career time horizon for a typical chief is only exceptionally longer than twenty years on first appointment. Even then, the time horizon within the specific appointment is only exceptionally more than ten – and probably for very healthy reasons including personal boredom thresholds and the benefit from time to time for a fresh set of eyes on a problem. Whether it is desirable is irrelevant, it is entirely reasonable for individuals to consider the rewards – both material and emotional – that will flow from what is deliverable and measurable within their own term of office. And although they may also be concerned for their own legacy in the role, they also have to reflect that they have little power to stop those who come after them frittering it away.

The final explanation relates to the institutional and cultural frameworks about which Kay and the “In the Balance” panellists agonised. The evidence here is compelling (although I would not go as far as Rosewell in condemning the argument that share prices capture all the information about a company – the point, for discussion in more depth elsewhere, is that the prices of traded financial instruments are corrupted because they also capture information about expectations about trader behaviour (in an economist’s version of Heisenberg’s Uncertainty Principle). Many management teams have been presented by academics, consultants, brokers, investment bankers, and journalists, arguably in error, that they must respond to and seek to affect short term share price performance, and the regulator environment has encouraged rather than discouraged this. Given that the possibility that the first of these three explanations holds true for some executives, and the probability that the second of these three explanations holds true for most, it is all the more pernicious that the we have aligned cultural and institutional frameworks in this way. Instead, we need to bend over backwards to create a culture and institutional framework as a counterweight to the possibility that personal discount rates – driven by hardwired human appetites and instincts – are higher than those of companies and organisations in general, and society overall.

So, who’s eaten my marshmallow?

¹ The Kay Review of Equity Markets and Long Term Decision Making, July 2012

Strategy: a dialogue between desire and possibility

When someone as eminent as military historian Sir Michael Howard reviews a new book by a young former soldier by describing it as “a work of such importance that it should be compulsory reading at every level in the military” and (recognising himself that he is “really go[ing] overboard” ) that the book “deserves to be seen as a coda to Clausewitz’s On War” you know that you have to read it and that your expectations have been set very high.

Emile Simpson’s War from the Ground Up: 21st Century Combat as Politics deserves a much wider audience than just the military. It sparks ideas about analogies in other parts of life; the experience of a young officer in Helmand Province has meaning elsewhere.

One of his most powerful ideas is the recognition that we need to understand how our actions will be interpreted, and when then they can be interpreted in multiple ways they risk becoming ineffective:

To use an analogy, the market is an interpretive structure whose function is to impose a specific type of meaning, a price, on a product. When the market cannot allocate a price (which is one of its basic functions), its mechanism breaks down and it loses utility. This happened in the financial crisis of 2008, when many derivatives were so complex that the market could not price them. The market seized up its basic mechanism stopped working. When an action in war can be interpreted in a multitude of different ways depending on the prejudice of the audience, it is very hard to make armed force have political utility in a Clausewitsian conception of war: for a military outcome to set conditions for a political solution it needs to be recognised as such. (p.74)

But his comments on strategy are more powerful still:

Essentially strategy is the dialectical relationship, or the dialogue, between desire and possibility. At the core of strategy is inevitably the problem of whether desire or possibility comes first. Does one start with the abstract idea of what is desired, or should one commence by consideration of what is realistically possible? This is a chicken and egg situation.

The two should ideally be in perpetual dialogue, not just before but also during a conflict. Desire must be grounded in possibility; possibility clearly requires an idea in the first place which informs any analysis of possibility…..

Understood as dialogue between desire and possibility, strategy is as much the process that handles this dialogue as the output of the dialogue itself. (p.116)

Buying and selling: two sides of the same coin

There is a programme on Radio 4 early on a Sunday morning, repeated late in the evening, called “Something Understood”. Originally presented by Mark Tully, who as the BBC’s correspondent provided for many years a most wonderfully insightful window on India for the domestic British audience, it generally provides a reflective and gentle introduction to the day of rest for those cursed to wake early and be incapable of rolling over and returning to sleep. A catholic mix of music and literary extracts, it is generally a pleasurable experience, but one morning in early July 1999 it strayed into dangerous territory. Selling was its subject, or rather its target. And when Charles Handy, sometime corporate man, then business school professor, and finally purveyor of folksy philosophy joined the fray, I found myself with hands clenched in fists of rage. Worse still, I switched the radio late in the evening to find something to lull myself to sleep, only to find the late evening repeat.

For what the programme failed to understand, and Charles Handy, who should know better, was that selling is merely participation in an exchange, in which both parties are selling. One may be selling goods or services, the other is also selling, at the very least selling cash that can be converted into other goods and services. The cash being exchanged is merely a more flexible and fungible form of goods or services, superior to a primitive barter exchange in that it leaves the party receiving the cash able to acquire and services that they need. Handy seemed to suggest that he felt guilty if he was able to sell something for more than its value to himself, in other words to make a profit. But, he seemed to forget that sometimes he might have bought something for less than he would have been prepared to pay for it, in other words for less than its value to himself.

Life is about exchange, about transactions. Most obvious in the commercial world, it is well recognised also in social, political and emotional domains. Without this exchange, these transactions that create value for the participants in the transaction, there would be no advantage in love, no evolution beyond the primitive amoeba, no advantage in community. For these transactions take place because they create value for the participants. What the editor of “Something Understood” clearly did not understand, but which I am sure that Handy if challenged would demonstrate that he does, is that it is not the transaction that is the potential problem, nor that fact that the transaction gives rise to a surplus in which at least one of the participants and possibly both feels that they have come out ahead but there are potential imbalances in that mean that one side or other may secure a great deal more of the value created than the other, and that this means that those who start weak and vulnerable generally find themselves selling their goods and services for only just enough to justify their participation in the transaction and those who start advantaged capture most of the surplus value. These are the consequences of what classical economics would describe as the imperfections in markets (ie without which you have “perfect markets” ) and of the unequal endowments of the conditions of our birth. But this is not the basis for saying that selling is worse than buying, or denying the value created by the transaction.