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How Boards Work – Really?

Dambisa Moyo has written a book that fails to deliver on a great title: “How boards work and how they can work better in a chaotic world”[1].   Her own website describes her as “a pre-eminent thinker, who influences key decision-makers in strategic investment and public policy…respected for her unique perspectives, her balance of contrarian thinking with measured judgment, and her ability to turn economic insight into investible ideas”.  Her book is not the place to test the final claim.  However, the bold title of this book suggests that it might provide some evidence for the other claims but there is precious little.

Despite having served on the boards of SABMiller, Barclays Bank, Barrick Gold, Seagate Technology, 3M, Chevron, and a couple of charity boards, her account of board operation is pedestrian and, possibly because she is reluctant to bite the hand that feeds her, is merely descriptive but without providing either light and shade or texture.  It is frustrating that with a CV that suggests that she might actually be quite smart, her account of corporate governance is pitched at the level of a US college freshman, without any discussion of alternative models of board structure and board purpose (not even of the Anglo Saxon model on the other side of the Atlantic with its unitary model including substantial executive presence and the statutory obligation to consider all stakeholders under Section 176 of the UK Companies Act).

For someone who bills herself as a contrarian with unique perspectives, the changes in society that she suggests are evidence of a “cultural revolution” entering the boardroom have been mainstream for a generation (once again, little recognition of the progress made in increasing the representation of women in the board room or the degree to which changes in wider society have entered into boardroom debate – notwithstanding the survival of some dinosaurs and dinosaur attitudes).  Her account might have been a cultural revolution had she been writing in the time when Young Pioneers were waving copies of the Little Red Book, but she does not appear to be on the bleeding edge of change in the third decade of the 21st century.  Likewise, as increasing numbers of corporate leaders are signing up to environmental responsibility and addressing climate change and the Business Roundtable’s Statement on the Purpose of a Corporation has been around for eighteen months, her prescriptions, though sound, are hardly earthbreaking.

One of the corporate leaders who has provided an endorsement on the dustcover describes this as “not only a must-read for the most tenured and experienced board member, but it also provides critical context for those who one day hope to have a seat at the table.  CEOs and corporate leaders everywhere would also be wise to pick up this book.”  I can only assume that this individual didn’t read the book herself – probably quite a sound move had she not chosen to perjure herself by writing such a ringing recommendation.

[1] Moyo D. (2021) How Boards Work London: The Bridge Street Press

Echoes of the eighteenth century – the Spac bubble

Emblematical Print on the South Sea Scheme - William Hogarth
Emblematical Print on the South Sea Scheme – William Hogarth

At the height of the South Sea Bubble, an investment prospectus seeking to exploit the febrile market of 1720 is supposed to have described “A company for carrying on an undertaking of great advantage, but nobody to know what it is.”

This story is generally described as apocryphal.  It would indeed be unbelievable but for the appetite last year for investors to pour money into Special Purpose Acquisition Companies, or Spacs, shell companies that raise money from investors through a listing on a promise of merging with an unidentified private company[1].  Apparently, nearly half of the $230 billion raised globally in new listings have gone to Spacs.  In the words attributed to PT Barnum “there’s a sucker born every minute.”[2]

There is no reliable record of whether the “company for carrying on an undertaking of great advantage” ever existed, let alone what became of the funds committed by investors if there ever were any. But the fortunes of the Spacs and their investors is better documented, and an analysis has been published by the FT today. 425 of these “blank cheque companies” have listed since the beginning of 2020.  The shares in two thirds are trading at below the $10 listing price, implying that they are worth less than the cash that was invested.  Only 41 of these companies have completed transactions, and on average their shares are 39% below their peak valuation, despite a rally in the US stock market overall.  Only 3 are within 5% of their peak, 18 are more than 50% below their peak, and 8 are below the $10 valuation when they first raised cash.

Perhaps “purpose” and a credible plan is worth something after all?  It is moot whether a speculative investment not underpinned by a credible plan and purpose is better than a pig in a poke but, if so, it is not by very much.

An FT reader (pen name: Warthog Under The Bridge) who has commented on today’s FT report observes: “As a rough guide, the only way to make money with SPACs is to be a SPAC manager.  Buyer beware, the guys running the shows are doing very well at your expense.”  There may some SPAC managers making out like bandits, and there may be some advisers and professional firms raking in fees.  But there may be some whose own money is at risk or whose advisers were taking fees on a risk basis.  But Warthog Under The Bridge is probably right to claim that there is no other way to make money from a SPAC.  Nonetheless, those who have spent the past year on these ventures would have created more value for themselves and society doing something else!

The same probably applied in 1720.  But as there is no record of that the “company for carrying on an undertaking of great advantage” ever existed, we also don’t know whether its promoters, their lawyers, or even the printers of the prospectus made money either.

[1] FT 2nd May 2021

[2] Also apocryphal, but none the worse for that!

 

Lessons from Emmanuel Faber’s departure from Danone

Danone

On 26th June 2020 99% of the shareholders in Danone voted for it to become an enterprise à mission, or purpose driven company, required not only to generate profit for its shareholders, but do so in a way that it says will benefit its customers’ health and the planet.

Less than nine months later, Emmanuel Faber, Danone’s chief executive and the architect of the new strategy, was ejected by the board in the face of pressure from activist investors.  The FT leader writer observed on 18th March that “a backlash against purpose-driven capitalism was overdue” and that the debacle was “a reminder that distractions from the core goal of making a profit can be dangerous” before concluding that it did “not …. signal that leaders should rein in their ambition to go further and reassert the role of companies in society” and that to “revert now to simplistic and damaging pursuit of crude share-price maximisation would be a mistake.”

The ejection of Faber was not an illustration of the primacy of Friedmanite shareholder value, but an example of a chief executive failure to manage the investor market interface.  We don’t know precisely what the activist investors were thinking, but they were clearly dissatisfied with the returns they were expecting and believed that their investment returns would be increased with a different chief executive.

Under Faber’s successor, the activist investors hope that the value of their investment (in terms of capital growth and dividend returns) will increase as a result of improved internal operational performance and a changed strategy towards the customers at its other market interfaces – including suppliers, employees, consumers, owners of real estate and local communities, regulators, and government (recalling the appetite of the French government to view large domestic consumer businesses as strategic national assets when threatened by acquisition by overseas multinationals).  The choices of the different types of customer will include some consideration of ESG: consumers with an eye to environmental consideration (packaging, use of sustainable resources; employees preferring to work for companies whose conduct they can take pride in; investors wanting to see good governance.  The rhetoric employed by the activist investment customers may reflect discontent with financial returns, but implicitly they are concerned with how the Danone’s mission is translated into strategy and the possibility that Faber’s rhetoric around purpose conceals a lack of grip on operational performance.

The Danone debacle generated further commentary on whether this apparent backlash represented a retreat from “purposeful capitalism”.  John Plender wrote a powerful article for the FT on 4th April reflecting both on the Danone story and on the lessons from the Covid about the impact on stakeholders (particularly suppliers) who were unable to diversify  their risk (unlike investors) when a business hit rocks as the pandemic closed down parts of the economy.  He shared the view, which we addressed during the debate in 2017 on corporate governance reform in the UK, that appointing employee directors (or by implication directors representing any other specific stakeholder group) does not address the governance gaps.  He went on to argue for changes to the incentive models for senior managers to address short-termism and that profit or share value metrics determining them should be supplemented by ESG related metrics.  In short, “stakeholder capitalism must find ways to hold management to account” and that “the prevailing commitment to short-termist shareholder value has undermined corporate resilience.”

Hakan Jankensgard, Associate Professor of Corporate Finance at Lund University responded to Plender in a letter published by the FT on 7th April with an assertion that the firms should adopt the Hippocratic oath since this “would ensure that firms act as good corporate citizens”, with focus on long term profitability and “not become do-gooders picking sides in social debates”.  It is probably a reflection of the challenge of drafting a letter of appropriate length for publication, but some steps in his logic seems to missing.  However, other parts of his letter are compelling, echo arguments within the Escondido Framework view on how firms work and pitfalls in contemporary corporate governance, and are worth producing in full:

“As far as everyone is concerned, shareholders are the root cause of all the troubles afflicting our societies.

“Well, think again.  The real problem today is managerial capitalism – that managers run firms primarily to increase their own wealth and prestige.  A few decades back, managers were busy building wasteful empires, and the shareholder model arrived as a particular remedy for this gross inefficiency.

“Another innovation that arrive about the same time prove more fateful.  It was the idea that managers, if given the right financial incentives, would rediscover their entrepreneurial spirt. It caught on, to say the least.  What it really did, however, was to shift managers’ focus from building empires to extracting wealth through compensation packages.

“As manager took n their new role, they found willing accomplices in a cabal of short-term oriented investors looking for a quick return.  This unfortunate marriage is the problem at the heart of today’s economy as it creates short-termism that adds to long-term risk.”

What We Owe Each Other, by Minouche Shafik

Minouche Shafik, Director of the London School of Economics
Minouche Shafik, Director of the London School of Economics

There is much to celebrate in Minouche Shafik’s argument that we need a new social contract[1], not least a title that uses the language of obligation and duty rather than employing the language of rights.  This is even if she falls back, in her closing remarks, on answering her question of what it is that we owe to each, that it is “to muster the courage and sense of unity” that the Beveridge Report said was necessary for the “winning” of “freedom and want”.  I was looking for more, and shouldn’t be too critical her effort at a rallying cry to round off the book when she has addressed a variety of policy measures, without being unduly prescriptive about their precise form, that would address “our interdependencies, provide minimum protections to all, share some risks collectively and ask everyone to contribute as much as they can for as long as they can….investing in people and building a new system of risk sharing to increase our overall well-being”.

Shafik’s underlying argument is that we need a new social contract to meet the needs and opportunities facing both individual society and global society in the 21st century, including those of an environment threatened by global warming and the degradation from human activity, of an ageing population, of an inequity between generations, and of the alienation of communities left as others have prospered that as consequence poses a threat the liberal democracy.  She is qualified for this task by her  personal history which includes an affluent childhood in Egypt that exposed her to third world poverty around her before her family emigrated to the USA, a career largely “in the trenches of policymaking” spanning international institutions and in the central government and central banking in the UK, and finally her current appointment as Director of the London School of Economics in 2017 where she launched a programme of research, ‘Beveridge 2.00’, to rethink the welfare state.

Having spent many years in healthcare and the application of health economics, I felt initially that her chapter on health was skated over too much.  But this was before I reflected that the chapters outside my own area of knowledge were throwing me snippets of valuable information and new insights that left me with respect for the ambition within her 189 very readable pages (Thomas Piketty could learn a thing or two from Minouche Shafik!).  Plenty of the examples in this book are familiar, such as the marshmallow test, but others cited, such as the evidence of the value of quite modest investment in early years intervention, such as weekly hour-long visits by Jamaican community health workers for 2 years to encourage mothers to interact and play with their children to develop cognitive and personality skills that 20 years later yielded 42% higher earnings than the control group.

Shafik sensibly avoids too many narrowly defined prescriptions, reflecting on data presented in the book that different countries have successful applied different policy solutions (for example in how they fund and organise healthcare) to achieve broadly similar outcomes (even if the one nation in the case of healthcare that doesn’t do this in a coherent way – the United States – ends up spending far more in aggregate, and in terms of public money, than everywhere else only to realise worse outcomes).  However, the general thrust of her argument in each area of policy is clear.

Shafik poses interesting questions around the intergenerational social contract.  On one hand, younger generations are blessed with material well-being that the old generations could not have dreamt off.  On the other hand, as David Willetts documented in the The Pinch[2]the millennials and generation Z have good reason to be aggrieved as they pay for the higher education and the home ownership enjoyed by their parents appears out of reach.  Shafik recognises, in the emphasis that she places on investment in education in new social contract and various mechanisms for achieving this that she suggests.  There is also the issue of the price that they and future generations will pay in terms of the environmental degradation resulting from the previous generations’ approach to achieving their wellbeing and economic growth.  I am surprised at the complexity that she builds in to potential solutions to this when the solution should lie in regulation, a national income calculus that better reflects the value of the natural world that currently calculated GDP or national income, and environmentally based taxes that capture the externalities of industrial and agricultural activity that damages the environment.

The book also gives rise to a set of interesting questions about what this means for businesses.  Where do they sit within this narrative?  There are important lessons for the people who sit at the heart of businesses, the “controlling minds” in terms what they can do, both in relation to their own workforces, customers and suppliers, in terms of contribution to a new social contract.  For the business to thrive, and sustain itself in the long term, the core lesson is that it should be a player, alongside the individual citizen, in such a new social contract.  Otherwise, its profitability and in due course its survival will be undermined by the very same pressures the Shafik describes threatening both individuals and liberal democracy.

I have a fear about one element in the approach Shafik takes to the need for a new social contract.  This relates to what goes into the “increase in our overall well-being”.   Some of the steam that is driving populism is increasing material inequality and the sense that communities are being “left behind”.  Some of this populism is a function of identity politics, which may be whipped up by the perception that communities with other identities (often, but not exclusively, framed by other ethnicities or immigrant groups) are posing an economic threat or gain an advantage.  But the perception may nothing to do with actual material wellbeing.  Indeed, in the case of some of the 52% of the British population voting for Brexit, or the potential majority in Scotland for independence from the UK, this may be a desire to escape from or avoid the “other” despite the prospect that of material disadvantage.  Some may be seduced by arguments that “getting back control” will leave them better off materially, but many others take the view that independence from Europe or the UK is more important than the economic benefit of remaining part of the whole.  There is, at least at an abstract level, a link between the communitarian spirit in Shafik’s argument for a social contract “that addresses our interdependencies” and the desire to be part of a union, whether of states sharing a continent or Kingdoms sharing a small archipelago at the continent’s north western edge.  Those same people who resist the membership of the country they occupy in a union of countries are also likely to be those most resistant to her arguments for a renewed social contract.

[1] Shafik, Minouche (2021). What We Owe Each Other: A New Social Contract. ISBN 978-1847926272.

[2] Willetts, David (2010). The Pinch: How the Baby Boomers Took Their Children’s Future – And Why They Should Give It Back. ISBN 978-1848872318.

Not Useful but True – “the space is never static because the problem keeps changing all the time”

Nick Ormerod and Declan Donnellan
Nick Ormerod and Declan Donnellan

During lockdown, Declan Donnellan and Nick Ormerod, artistic directors of Cheek by Jowl[1] recorded a weekly podcast “Not True but Useful” about their approach to working in the theatre.  They have now released transcripts of the first series of stimulating conversations.  The following is an extract from the second of these podcasts “Space and Shakespeare”, published in April 2020[2].  I reproduce it here because I find the visualisation of the firm and the organisation as something existing in space, bounded by its interfaces (which are themselves dynamic) with outside world very helpful when thinking about the firm, what it is there for, and how people interacting with the firm or setting its strategy from inside.  Listening to Declan and Nick in conversation with interviewer Lucie Dawkins, I was struck by parallels between what happens to actors on stage and to the managers of the firm.

Lucie   So, today we’re going to focus on the way that you think about space when you stage your plays together, both in terms of what it means for the actors, and how it influences your design. And later in the episode, we’re going to use Measure for Measure as a test case, and I suspect we’ll probably talk a bit about Macbeth as we go along. But let’s start at the very beginning. Why is space so important to you?

Declan   It’s very difficult to explain what we mean by space. I can put it in this form, I can say that what happens when we die? When we die, the space gets taken away from us. So the space is an enormous thing.

Lucie   So what has space got to do with acting?

Declan   Everything. It’s got to do with our whole existence.

Nick  Human beings live in space. They’ve spent their lives dealing with the space, they are formed by the space, everything. The character (Macbeth, for example) lives in a space, a changing space from second to second. Each character has their own special space. And it’s very subjective. You look at a chair, perhaps your mother sat in that chair, that chair means something to you in your bedroom. The character deals with the space. And we as human beings spend our lives dealing with a space.

Declan  Yes, sometimes it’s a criticism, a lot of people say, oh, you know, ‘he’s at the centre of the universe. He thinks he’s the centre of the universe.’ And of course, it’s very annoying if somebody’s self-obsessed like that. But unfortunately, we are at the centre of our own universes. We invent the world that we see. There is a reality, I’m sure, but we have no access to that reality other than through our imaginations. Nick and I are looking at a microphone now but we’ll see different microphones. The microphones we see we have to invent somehow in our heads. One can’t explain these things, but we can get used to these ideas. And we can say things about the space, which is different from defining it.

Lucie  How does the space influence the behaviour of a character, for example?

Declan  Well, there would be no character if there were no space. And the thing is that, in a mysterious way, we are not independent of the space, we only exist as part of this big binary. And that’s the very hard thing to get one’s head around.

Lucie   That’s a striking statement, that there’s no character without the space around them. So, let’s unpack that a bit. How, for example, does the space define Macbeth in the scene we talked about last week, Act 1 Scene 7, when he leaves the dinner party in the next room offstage to talk to the audience about why he wants to kill Duncan.

Declan  I think that first we shouldn’t in any way have the idea that space is something that only afflicts Shakespearean characters. You know, Nick and I are sort of hunched over a microphone and we’re looking at your face, and we’ve the laptop open, and I’m trying to not make noise on the table. And I’m pinned in space.

For Macbeth, there’s a million different ways of doing it, but the space will be central to all of them. There is no world, there’s no life beyond the space. The space is what gets taken away from us when we die, and death is what happens when the space gets taken away. Macbeth gets the feeling that he has to leave that table. Yes, we can interpret the stakes: because he feels suffocated; because there’s no air in the room; because he has to get away from the man he is murdering; he needs space to think – and he comes out, and maybe doesn’t want to speak to anybody, and maybe he sees us, and there are all sorts of stories that one might evolve in order for him to do that. But whatever solutions he comes up with, these will all be absolutely dependent on the space, and on him allowing that space to come before he does. That is the important thing. So it’s not me and I spray a space around me – it’s that is a space and I’m in it. I try to control that space. And so I imagine it to be all sorts of things other than it is. But it’s going to be there before me, during me, and after me, and my perception of it will be continually changing.

If we need to break it down into steps, we can say – it’s a bit leaden – but if we run into difficulty, we can say that one of the shapes of life is that I’m in a space, I have an impulse to cross a threshold to go to another space to find something which turns out to be different from what I had expected. And that last one gives us life, the fact that it’s a continual surprise. When we look at any space, we see it’s just one long transition from one space to another. There is no state of a space, the space itself is transitioning, and we are normally trying to keep up with that space that’s changing much faster than is comfortable for us. It’s like, you know, we think that the world is spinning too slowly. Actually it’s spinning uncomfortably fast. And in all of these plays, events run out of control, and that they’re trying to slow things down. It’s rather sad to say to actors, you know, you must drive the play, because actually the space, the thresholds, the predicament, drives the action. And the characters are struggling to keep running with this thing that’s running wild and out of control.

Lucie   So, one way of looking at what’s driving this character through the space is that there’s a problem in one space, it drives them into another space, but the new space only keeps presenting him with more problems – that the character’s journey through the scene is dealing with the problems that the space is serving up to them.

Declan   That’s exactly right. Yes, the space is never what he wants it to be. The space keeps presenting new challenges. And we all think, oh wait, if only the threshold changing would stop, if only the carousel would stop, then I can deal with it – if only it would stop! But it doesn’t. It just keeps going. And there we are. And that’s what we do. And yes, he’s continually dealing with the new things that he sees.

Lucie   So it sounds like the space is never static because the problem keeps changing all the time. I guess the longer he’s out of dinner, the more he realises that he’s going to be missed, and it looks suspicious, and the bigger his problems keep getting, and every face that he speaks to in the audience presents another source of discomfort, as if he’s trying to persuade each one that the murder is a great idea. So the space is always changing, either serving up new problems or letting the existing ones grow worse.

 

[1] I have been one of Cheek by Jowl’s patrons for many years, having enjoyed their shows for most of my adult life and almost certainly seen performances involving Declan and Nick in my first year at student at Cambridge University in the 1970s.

[2] Full recordings and transcript available at Not True, But Useful Podcast – Cheek by Jowl

Applying the Escdondido Framework to Dark Ages Britain

The First Kingdom cover

I often wonder about the applicability of the Escondido Framework model of the firm to organisations in other cultures and at other times to the developed world in the 21st century .  One of the claims of the Escondido Framework is the degree to which it can be applied universally.  Certainly, the model can be applied to public sector and third sector organisations, and can be applied wherever there is some sort of corporate collective structure that can be shown to create value that is greater than the sum of the efforts of the people who are working together within the structure if they were together in a set of discrete collaborations brought about by a set of separate agreements (whether explicit or implicit).

I have just completed reading Max Adams’ account of Britain in the 5th to 7th centuries, The First Kingdom[1].  This covers the period often known as the Dark Ages, following the departure of the Roman Empire and before settled control of England by Anglo-Saxon rulers in the Heptarchy.  He pieces together the considerable research undertaken in recent years to describe a fragmentation of society, depopulation of most cities and towns and replacement by what may in many respects to a pre-Roman pattern of village economies and local tribal leadership, subject to incursions by Viking and north German raiding parties, but still with some loose links to continental Europe, with the Christianity that had arrived in the Roman period hanging on in places prior to reintroduction both from Ireland with Colme Cille (St Columba) and with St Augustine from Rome, and with continuing trade.

One of the key themes of the Escondido Framework is the identity of the corporation independent of stakeholders, the “societé anonyme” whose ultimate purpose is to survive, and which outlives its “controlling mind”.  Adams marks the end of the period that he is describing by an important transition, from one in which the individual “kingdoms” were pretty fluid, some very small and sitting within and subject to other kingdoms (in a system described as Tribal Hidage), and most regimes pretty ephemeral.

“Victory on the battlefield and political success measured in tribute and booty secured the loyalty of secular élites for their king and his eligible successors; but for a life interest only.  Defeat, if not fatal, weakened a king and exposed him to internal coup of external domination…..The luck of the tribe was invested so heavily in the person of its kings that when they died any imperium that they may have exercised over rival kings was void.

“As Bede so vividly described it, the pagan supernatural experience was in some sense like the passing of a sparrow into and out of a hall whose warmth and fellowship matched their brief period of Earth while all before and after was cold darkness unknown…..

“Pagan kingship was not stupidly irrational.  Rulers were bound by conventions of honour, reciprocity and political pragmatism.  They calculated odds as coolly – and with about as much reliance on superstition – as any politician or football coach whose tenure might be equally precarious.”[2]

But this changes with a new social contract, between church and king, that reflects the new world being constructed with the arrival of Christianity and the conversion of the rulers, whose souls continue after death.  Adams cites a law of Wihtred, king of Kent 690 -725: “The Church shall enjoy immunity from taxation; and the king shall be prayed for”  before noting:

“The rapid seventh-century establishment of monastic communities across the Insular kingdoms, supported by extensive, formerly royal estates and nurture by their relations with kings, parallels the history of secular territorial lordship founder on the right to exact and collect renders from lands and communities, but with a a critical difference.  The unique brilliance of this new social contract was to convert landed assets otherwise held for a mere life interest – the so-called folcland held by the thegns and gesiths form the king, which returned to the royal portfolio on their death – into a freehold bocland of abbots and abbesses.  Bocland or bookland – what we would call freehold – was fundamental to a relationship meant to last for eternity on Earth and in heaven.  It allowed the church to invest in physical labour and material wealth in permanent settlements free from the obligation of military service and taxation; to capitalize agriculture an technology.  It laid the foundations for a literate, institutional clerical caste and formation concepts of obligations owed by kings to their people.”

Permanence is the key word – even if in due course the success of the monastic corporations became the seed of their undoing at the Reformation.  The monastery or convent was greater than the abbot or abbess.  The kingdom also secured more permanence, even if an institutional fluidity remained  until the major kingdoms of the Heptarchy progressively consolidate and became on under Athelstan in the 10th century.

[1] Adams, Max (2021). The First Kingdom: Britain in the Age of Arthur. ISBN-13 : 978-1788543477

[2] Ibid. pp 398 -399.

Image manipulation or vanity project?

23/01/21 - Auckland (NZL) 36th America’s Cup presented by Prada PRADA Cup 2021 - Round Robin 3 Ineos Team UK, Jim Ratcliffe
Jim Ratcliffe (centre, without helmet) with Ben Ainsley (front row, third from right) and crew of “Rita” aka Ineos Team UK after winning round robin stage of Prada Cup in Auckland 23 Januaary 2021

Richard Pares, in his account of 18th century British politics, observed “It is a pity that historians should so seldom have recognized the fact that men were in politics not only for party and for profit, but most of all for the due exercise of the talents that God gave them, and for fun.”[1]

This thought came to mind when I read Catherine Bennett’s diatribe in today’s Observer about the £100m donation that Jim Ratcliffe has made to Oxford for the worthy cause of research into antimicrobial resistance.  Particularly when I recalled the sight yesterday of the INEOS boss with the crew of the British entry in the America’s Cup celebrating getting through to the final round to select the challenger for the oldest trophy in international sport.

A sub-editor (or perhaps Bennett herself) has provided the headline “Just what was it exactly that Oxford University saw in the billionaire boss of Ineos?”  What a daft question!  It is clearly his £100m, and what is wrong with that?  This is not a statue to a long dead racist or slave trader

Bennett continues by pointing out that INEOS has challenged union power at its plants, most famously at Grangemouth in 2013 when, having purchased assets that the previous owners had decided did not have long term commercial future, it faced down resistance to the changes required to make the plants profitable and secure local employment and the local economy.  She points to a “lamentable environmental record”, a reasonable criticism of INEOS and proper issue for stakeholders of every sort to address with INEOS (and which if it was not privately owned, two thirds by Ratcliffe himself and one third with his partners, Andy Currie and John Reece, would put it in the cross hairs of ESG conscious institutions).  These are things for governments to address, under pressure from voters and, insofar as we can influence suppliers of the raw materials for the things we ultimately buy, for consumers of goods made by INEOS’s customers.  But does this amount to a  reason for Oxford to turn down its (or rather, Ratcliffe, Currie and Reece’s) money?

Bennett turns her fire on INEOS for its efforts to avoid paying tax.  No-one sets out to pay more tax than they can.  If there is anyone to blame for companies like INEOS, or super-rich individuals, moving assets or their domicile to tax havens, it is the governments for their failure to collaborate in the setting of taxes on those parts of the potential tax base that are amenable to institutions and individuals to shop around in this way.

Looking at the way that INEOS is currently distributing its largesse, it is unlikely that it is motivated by a desire to manipulate the corporate image.  They have very little to do with its corporate purpose but are best understood as vanity projects for the owners.   INEOS may have started selling disinfectant gels during the pandemic, but it is hardly a consumer good company (certainly this is born out by the very industrial style of the branding for the disinfectant gels).  It has also launched a business selling a replacement for the Land Rover Defender, but looks like a sentimental hobbyist’s venture rather than something that will cause any worry to Toyota or the other brands producing rugged off-road vehicles.

INEOS has thrown sums at cycling and sailing that are material in terms of the impact on the sports concerned, but it is hard to believe that these “investments” will earn any greater commercial return for INEOS in terms of shifting the dial on consumer sentiment or invite more sympathetic treatment by government agencies or regulators than the donation to Oxford University.  Rather, Ratcliffe and his two colleagues are throwing a small amount of their very considerable wealth at things that they think either have intrinsic value and do something for the welfare of mankind (antimicrobial resistance), or give them the opportunity to have fun.  If anyone doubts this, they should take a look at the coverage of the Prada Cup (the qualification stage of the America’s Cup currently underway in New Zealand) and see Jim Ratcliffe basking in the company of Ben Ainslie and the INEOS Team UK crew after winning the round robin series races that take them one step closer to challenging for the America’s Cup.

[1] Pares R.,1953, King George III and the Politicians, Oxford, p30

Lockdown reading: Piketty’s Capitalism and Ideology

The Year of Revolution - a clash of ideology Chartists meet on Kennington Common in 1848
Chartists meet on Kennington Common in 1848 – the year of the Communist Manifesto and “All things bright and beautiful”

I went into the first Covid-19 lockdown in March with three doorstep sized volumes to keep me going.

The 912 pages of Hilary Mantel’s Mirror and the Light were riveting, even if I knew from the outset that Thomas Cromwell’s career would come to an abrupt end at Tower Hill in 1540. The 1088 pages of David Abulafia’s magisterial The Boundless Sea kept me entertained as it opened my eyes, chapter by chapter, to the way that different parts of the world became progressively connected by maritime exploration, communication and trade.

I had started turning the 1041 pages of Thomas Piketty’s Capital and Ideology before restrictions started to be lifted in May but, despite finding some stimulating ideas in his opening account of the different sources of power of different parts of premodern society (which he describes as ternary or trifunctional, and have echoes in the Escondido Framework’s account of  the three currencies or sanctions), it was not until the re-imposition of lockdown (the UK government’s Tier 4 restrictions) that I finally completed it.

I admire much of what Piketty has done in Capital and Ideology.  His effort to document the movements in the shares of income and wealth between different groups in different societies throughout human history, and particularly the past century or so, is admirable and revealing.  It is possible to challenge some of his assumptions and definitions, but the picture he paints of the direction of the trends in material inequality are compelling.  I agree with his spin on Rawls’s maximin principle: “To the extent that income and wealth inequalities are the result of different aspirations and distinct life choices or permit improvement in the standards of living and expansion of the opportunities available to the disadvantaged, they may be considered just.”  (p.968).  His chapters on the increasing support of the “Brahmin” classes educated to degree level for parties of the left and the corresponding “Nativist” alignment of parties of the traditional right and “left-behind” communities are persuasive. But the book is far longer than it needs to be, many of its graphs add little, and he strays from the professorial scholarship of the economist/social scientist-turned-historian into an undergraduate level of prescription.

Piketty’s underlying thesis is that “no human society can live without an ideology can live without an ideology to make sense of its inequalities.”  I didn’t need to read 1041 pages to recognise this: growing up in a churchgoing family, I remember singing the third verse of “All Things Bright and Beautiful”

The rich man in his castle,
The poor man at his gate,
God made them, high and lowly,
And ordered their estate.

These days, it is generally omitted!

It may or not be a coincidence that Mrs Cecil F Alexander wrote these words in 1848, the “Year of Revolutions”, in which Marx and Engels also wrote The Communist Manifesto.  Piketty chooses to reformulate the opening words of its first chapter “The history of all hitherto existing society is the history of class struggles” as “The history of all hitherto existing society is the history of the struggle of ideologies and the quest for justice.”

There is something in Piketty’s thesis about the relationship between the ideas that prevail at any point in time and the organisation of society and its impact on the distribution of wealth and income.  It may be that I started out as a historian whereas has come to history by way of economics, but I find that he oversimplifies to sustain his argument.  Ideas ebb and flow and they can influence behaviours, but this is not the same thing as saying that they determine behaviours.  He falls into the trap of assuming that the behaviours that are generally ascribed to “capitalism” are the product of the past few centuries.

He frequently quotes Karl Polanyi with approval, who was even more blinkered in this respect, regarding capitalism as an entirely modern phenomenon.  Peter Acton has undermined Moses Finlay’s thesis that the ancient economy was shaped by considerations of status and civic ideology rather than rational economic considerations, demonstrating in Poiesis: Manufacturing in Classical Athens demonstrates that the commercial decisions of Athenians “were for the most part…consistent with today’s understanding of good (rational, profit-maximising) business practice[1]. It does not require a 21st century reading of the biblical parable of the talents to see that the notion of investing for a return was established by the time the Christian gospels were written.  And Abulafia’s The Boundless Sea, contains plenty of evidence for the commercial underpinning of the development of maritime trade over many centuries.  One of the primary shortcomings in Polanyi’s approach was that set very specific conditions around anything that he would define as a market and, by framing his argument in this way, created a platform for his dismissal of the longstanding heritage of commercial activity.  It is as though Polanyi, and to a lesser extent Piketty, seek to dismiss market mechanisms and their place in human societies on the basis that, prior to Adam Smith and his successor, the conditions assumed in classical economics had neither been articulated nor did they prevail.

Essentially, it is not that Piketty is wrong, but his case is overstated and needs reframing.  It is not that ideology determines the form of economic organisation, but it helps shape relationship between the parties.  In Escondido Framework terms, the prevailing ideological frameworks will influence the attitudes and trade-offs made by parties in their relationships with each other at market interfaces.  For example, a religious ordained prohibition on usury does not undermine the human behavioural drivers for gratification today over gratification tomorrow and discounting for risk (although these can be culturally influenced), but historically has resulted in work-arounds (eg Islamic finance) or lending being undertaken by a community less constrained by the prohibition.  Certain activities, as in caste based societies, may be undertaken by tightly defined social groups, with implications for the commercial terms on which these activities take place.  But this is not the preserve of caste societies: while the boundaries may be less clearly defined and not religiously ordained, even in contemporary society there is an intergenerational stickiness in occupations and values, traditions and attitudes acquired in childhood shape occupational choices and behaviours.

So, two cheers for Picketty for the underlying thesis.  And, in due recognition of his own disclaimer in his concluding chapters, he has set out to provoke further debate and provide the foundation for further scholarship rather than provide the definitive answer

However, where I find Capital and Ideology most flawed in when Piketty moves from diagnosis to prescription.  In particular, his leap from describing to the increasing inequality in economic outcome for the richest few percent compared to the poorer mass of the population to concluding that all would be solved by appointing worker representatives to corporate boards highlights the danger of straying too far from your own area of expertise.

The inequality that Piketty documents arises from the endowments that we start out with in life (geography, genetics, family wealth, upbringing, education) and our life choices and chances (too many possibilities to enumerate).  These will shape whether we end up with investable wealth (the impact of this on equality is thoroughly documented in his earlier work: Capital in the 21st Century) and whether we end up in positions in which we have market power and are able to extract economic rent, which has arisen most egregiously in recent years for executive directors of large companies as a result of shortcomings in corporate governance.  Addressing inequality arising from our endowments needs primarily to be by “levelling up” in terms of investment in education and social support, particularly in early years, and widening opportunities, but in relation to inherited wealth is a proper area for taxation.  Addressing inequality arising from investable wealth is also clearly an issue for taxation and also needs international solutions, but is a complex matter not least because of the risk of creating perverse incentives and unintended outcomes.  Taxation has its place in addressing inequalities in income, but as with addressing issues surrounding taxation of wealth and wealth transfer, is also fraught with difficulty.  Piketty raises these issues quite correctly.

But addressing inequality arising from market power and the ability to extract economic rent is a proper matter for better corporate governance and regulation to address market failure.  Piketty fails to recognise the role of market failure and consequently the need to address this, and also the problem of the increasing ability of corporate management (and some of the services that support them), to extract economic rent (ironically, at least in part, at the expense of the owners of investible wealth), and that this is purpose behind the need for reform of corporate governance.  His own prescription, worker representation on boards, is not the solution for reasons that I have argued elsewhere.  Rather, and this comes back to his underlying thesis around ideology, there is a need to widen the understanding about the proper purpose of the company (the core of the Escondido Framework), and an improved understanding of the role of boards in serving them.

[1] Acton P (2014) Poiesis: Manufacturing in Classical Athens. New York: Oxford University Press

First Reith Lecture 2020: Value does not equal price

Mark Carney BBC Reith Lectures

I listened this morning to the first of Mark Carney’s Reith Lectures, portentously titled “How we get what we value: from moral to market sentiments”.  The promise on the BBC’s web site was that

In this lecture, recorded with a virtual audience, he reflects that whenever he could step back from what felt like daily crisis management, the same deeper issues loomed. What is value? How does the way we assess value both shape our values and constrain our choices? How do the valuations of markets affect the values of our society?

Dr Carney argues that society has come to embody Oscar Wilde’s aphorism: “Knowing the price of everything but the value of nothing.”

It added up to a stimulating hour both from the former Governor General of the Bank of England and from an eminent audience delivering a barrage of pertinent questions but it didn’t really deliver.  In many respects, although well referenced and I will come back for later episodes, it was disappointingly superficial and lightweight.  However, I’ll wait until I have heard the full series of lectures and have transcripts before making a more considered commentary.

In the meantime, it is sufficient to observe that I was particularly frustrated by a looseness of language and a tendency to equate price with value and speak as if value and values are absolute.  Markets generate prices but do not tell you much about the value that an individual places on anything – whether a loaf of bread, a ticket for the opera, their freedom or the impact of climate change on future generations.  I place a different value on any of these to somebody else, and I may place a different value on any particular item at different times, even from hour to hour.  Prices are the outcome of the differing judgements about the value of whatever is in question at the particular time – the downward slope of the demand curve reflects willingness of different people to make purchase at different prices, reflecting the value to each of them.  (By extension, although Carney and his audience were only addressing financially denominated markets at the time, this applies also to marketplaces that, as I have described elsewhere, where the currency is political expression or force)

One particular exchange illustrated the shortcomings of the broader debate and demonstrated that thinking about value and that it means remains work in progress.  We have known for years that national income statistics are fundamentally flawed in terms of failing to capture what is more widely considered as “value”.  But Carney, notwithstanding his overall thesis that value is an elusive concept,  appeared to fall into the “price =value” trap in a discussion of home-schooling, something whose value is not recognised in national income or GDP calculations.  He talked as though this can be treated as lost and unmeasurable.  However, there are at least two ways of quantifying the value placed on it even if it is not part of an market transaction with a formal price.  One is the cost of alternative provision, reflecting either the cost per student of the child’s education in the state-funded schools or the price that a parent would pay for education in a private school.  The other is the opportunity cost of the parent’s time if they were in salaried employment.

There are three more lectures in the series (to be broadcast on 9th, 16th and 23rd December).  I am sure that I will find them provocative, but I hope for more positive reasons than this opening salvo.

Understanding Apple’s implausible explanation

Apple logo

 

 

 

 

 

Apple has just announced that it will reduce the commission it charges smaller developers (those who earned less than $1 million last year through the App Store) from 30% to 15%.

As someone with an advisory role and financial interest in just such a business for the past ten years, the explanation provided by Apple’s CEO, Tim Cook, has a hollow ring:

“Small businesses are the backbone of our global economy and the beating heart of innovation and opportunity in communities around the world. We’re launching this program to help small business owners write the next chapter of creativity and prosperity on the App Store, and to build the kind of quality apps our customers love.  The App Store has been an engine of economic growth like none other, creating millions of new jobs and a pathway to entrepreneurship accessible to anyone with a great idea. Our new program carries that progress forward — helping developers fund their small businesses, take risks on new ideas, expand their teams, and continue to make apps that enrich people’s lives.”

The suggestion that this is a natural evolution and being done out of the goodness of Apple’s corporate heart is implausible at best.  The small businesses that rely on the App Store to reach iPhone customer have been “the backbone of the global economy and beating heart of innovation and opportunity” throughout the iPhone’s existence and have put up with being fleeced.  The entrepreneurs have funded their businesses, taken risks on new ideas, expanded their teams and made apps that enrich people’s lives without any help from the black shirts* formerly of Infinity Loop, now Apple Park.

The likely explanation is provided by the threat of action from the European Commission, which opened an investigation into Apple’s anti-competitive behaviour in June, and potentially from the US, with Congressional hearings into the monopolistic conduct of the tech giants later in the summer.  This is an illustration of the strategic solution space available to a company being reduced by the prospect of regulatory intervention.

In parallel with this reduction in the price charged to its small customers for using the App Store, Apple revealed at the Congressional hearings something about the shape of the market interface between the App Store and the “customers” who sell through it when it disclosed that it had agreed a 15% commission with Amazon for in-app charges within the Prime Video app.

The interesting question is what happens next.  Apple has had to cave in to the threat of another web behemoth flexing its market power and potential to lobby against it.  It has accepted, so far in part only with the new deal for smaller developers, the political reality of the forces gathering against its abuse of its power over a large slice of the market for apps on mobile phones.  What of the middle-sized App Store developer customers?  How long will it take Apple to develop an implausible but face-saving formulation to explain why it has reduced their commissions too?  Or will it try to tough it out until competition authorities around the world run out of patience and take Apple, and potentially some of the other tech giants, apart in the way they did to the US rail and oil industry over a century ago?

* for the avoidance of doubt, this is a reference to the sartorial style of the late Steve Jobs and his successors and not a comment on either their conduct or politics.