Governance

This post has been many months in the making and still isn’t polished, but I thought I’d publish and see what sort of response I get.

The writing process was triggered when I saw this article on the BBC website looking at the Companies Bill. In the bill, shareholders that have their shares held in nominee accounts will now have to be given nearly full voting rights at AGMs. As the article says this is a significant victory for shareholder democracy. It also presents a golden opportunity for pressure groups.

The pressure group, e.g. Friends of the Earth, could ask it’s members to buy a few shares each in, e.g. Shell, through on-line share trading. When it comes to AGMs then the pressure group’s members could co-ordinate their actions to make a protest, such as voting against the re-appointment of directors. If they had enough shares (admittedly difficult in the case of Shell), they could force an EGM on a decision they did not like. This sort of action could become very tiresome for publicly traded companies and only becomes practical with the Companies Bill.

The example above also illustrates what might be a trend driving towards an increasing “mutualisation” of PLCs listed on stock exchanges around the world by the back door.

Consider the following four trends in business

1. The growth in consumer power. This is best represented by the movement to ethical trading and “corporate social responsibility” (CSR); consumers want to feel that what they buy has not been delivered to them at a disproportionate cost to the environment or through poor wages and/or conditions in less developed nations.
2. The move to “knowledge working”. This results in the key people in a business having stranglehold on the direction and profitability of a business. If they leave, or take the wrong decisions, the business fails. These people have realised this and are taking an increasing proportion of the value created by the business through stock options and bonuses. The “fat cats” as the media like to portray them are not just restricted to the board. There are a large number of people that have made good money out of e.g. Oracle, Vodafone and Tesco share schemes.
3. Increasing shareholder/bond holder activism. The people that provide the money and “own” the business want more control over how it is used. In some cases it is the movement towards CSR where e.g. the state pension funds in the US demand changes in business practice as a price of their continued investment. In others they want to prevent abuse by senior management. This is being enhanced by the Companies Bill.
4. Decreasing asymmetry of information. Asymmetric information is an economist’s term describing the situation where one group of people has more information than others. From this comes (without going into the details) the opportunity to make money i.e. if I know how to do something or exploit an opportunity and everyone else doesn’t then I can make money. Partly as a result of the Internet, good ideas for creating money don’t stay restricted to one or two organisations for very long. This results in decreasing competitive advantage periods. One of the key examples here is the “open source” movement in software i.e. “Why buy from Microsoft when it is available for free on the net?”

As a result of these trends there is an increasing amount of tension over who governs and gets the rewards from a business. This is particularly true of mature, regulated, and infrastructure businesses e.g. utility companies.

In businesses there are 3 key stakeholder groups; the senior/key employees, the customers and the financiers (note that shareholders, the legal owners of a business, can and often are from all 3 groups). Trying to balance their needs is an increasingly difficult task and in reality one group or possibly 2 will tend to dominate. One can see already some businesses where either consumers and/or key employees have power over the direction and rewards of the company.

If we look at the retail sector as an example. Some of the big growth areas are healthy eating, organic and fair trade goods none of which were even on the radar of the largest companies 10 years ago. The majors all now say that they are just delivering what customers want but the leaders into these areas were and are Waitrose (John Lewis Partnership) and the Co-op Retail Societies, both mutual organisations one owned by employees and one owned by customers.

To take a different example, the professional services industry; Accountants, Lawyers, Financiers and to a greater extent the IT industry, are dominated by the “war for talent” i.e. making sure that they recruit the best and brightest in their fields. Inevitably the businesses are configured to make themselves good places to work (however they chose to define it) and while yes they make a decent return for their investors, the priority is to keep and retain employees.

Of course it can be argued that throughout the last 20 years the combination of building society demutualisation and privatisation has pushed the mutual model to the fringes of business, the recent flotation of Standard Life is a case in point.

However, as a Standard Life policy holder, and now shareholder, I actually think that the demutualisation actually helps illustrates the point I am trying to make. The reality is that to me as a customer the change has made no difference; as an mutal “owner” I had very little real power over the board which has changed in the slightest now I am a shareholder “owner”. The key pressure on the senior management of Standard Life is the same (in very broad brush terms) i.e. make industry leading return on investments.

There is also a very interesting challenge here for the leaders of the Co-operative Retail Societies. Why is it that Tesco’s (or John Lewis Partnership) employees can make good money out of share options and customers get a “divi” through the Clubcard and yet the Co-op has only just re-instated a meagre dividend. From the outside it looks like the Co-op is inefficient; perhaps the management has become complacent given that it is difficult to “force” changes to be made.

The reality is that it doesn’t really matter what formal structure is underneath, I see that most major businesses are being forced to adopt a “stakeholder capitalism” approach to remain successful. What is important is not making a profit, that is a given for survival, it is how you make that profit and what use is made of that profit that determines sucess.

With the probability of Gordon Brown becoming UK Prime Minister, the West Lothian Question is returning to the political governance agenda.

This prompted an idea.  Assuming the UK wants to stay as a single country, I suggest the following.

House of Commons becomes English Parliament which continues to be elected on a “First past the post” system. House of Lords becomes UK “Senate” elected on a “single transferable vote” basis. Division of responsibilities between the two is based around the current Scottish devolution model. I’m relatively comfortable with the electoral systems other way round i.e. “first past post” for “Senate”, but I think that it is important to have both a single representative at a geographic level and the overall balance of public opinion represented. Using the two systems automatically creates a check / balance.

To remove a layer of politicians/ government/ bureaucracy, given that a new one would be created, it might make sense to move to unitary local authorities sooner rather than later. There is a drift towards this already.

When New Zealand changed to a unicameral (single chamber) system of government, which this would be in effect, they also moved to fixed, and shorter, parliamentary terms at the same time to improve accountability.

One other issue that this raises is what happens to the House of Lords role as the highest court of appeal in the UK. This has been diminished to some extent by the European Court and creating a separate court of final instance has been on the cards for years.

A by product of this is that it solves the “what to do with the Lords” issue as well.

This is of course assuming that the UK wants to stay as one country and begs the question “What is the purpose of the UK?”