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    Showing posts with label Corporate Governance. Show all posts
    Showing posts with label Corporate Governance. Show all posts

    5 December 2011

    What role do big corporations play in the economic well-being of the European Union? A non-standard view of Eastern Europe

    Ognian N. Hishow
    The global economic crisis caused demand in the European Union (EU) to drop to low levels. In order to mitigate the effects of the crisis, stimulus packages were hastily put up in the old member states (OMS). A considerable part of the spending was directed to the financial and banking sectors as it was concluded that these were systemically important. In addition, the core sector of Europe’s industry, car production, also received significant financial support.
    Both the banking sector and the automotive industry play a crucial role in the new member states (NMS) of the EU. Hence one would expect that spending on banks and automotive firms in Western Europe, where the OMS are located, is what would have kept Eastern Europe’s economy, where most of the NMS are located, afloat during the crisis.

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    11 April 2011

    Economic Democracy: An Idea whose Time has come, again?

    Richard Hyman
    “There can be no return to business as usual”: this was the unanimous trade union response to the global crisis. For a time in early 2009, the legitimacy of capitalism was itself questioned in unexpected quarters. In May 2009 the German union confederation, the Deutscher Gewerkschaftsbund, organised a ‘Capitalism Congress’ – using language which for decades would have been taboo – and its president warned of unrest on the streets unless jobs were more effectively safeguarded. One of its leaders, Claus Matecki, insisted that it was important to talk of capitalism rather than using the conventional but bland term soziale Marktwirtschaft (social market economy), since only thus could trade unionists make clear that the existing economic order was historically contingent and founded on a fundamental inequality between workers and employers.[1] Yet there was no follow-up.
    Two familiar and intersecting contradictions of union action were evident across Europe. One was the dilemma of short-term imperatives versus long-term objectives. Was the aim to negotiate with those wielding political and economic power for damage limitation, and perhaps a tighter regulatory architecture for financialised capitalism; or to lead an oppositional movement for an alternative socio-economic order?
    According to one Belgian socialist union leader, “The situation really is not simple for trade union organisations. The analysis of the crisis is not complicated: neoliberalism cannot deliver. The difficulty is that today, discourse is not enough. It is easy to say: we need to change the balance of forces. But that does not tell us how to proceed.... Our members expect us to look after their immediate interests.”
    The second contradiction was between a global economic crisis and trade union action which is essentially national or indeed sub-national in character. The international trade union organisations produced powerful analyses and progressive demands, but their impact on day-to-day trade union practice on the ground was non-existent. Indeed the dominant response has been to defend and enhance competitiveness, meaning a struggle of country against country, workplace against workplace, intensifying the downwards pressure on wages and conditions.
    To these two contradictions must be added the loss of a vision of an alternative socio-economic order. Actually, ‘existing socialism’ had discredited the idea of communism long before the fall of the Berlin Wall. Social democracy likewise abandoned the struggle for a new social order in the face of economic adversity, engaging in concession bargaining with multinational capital and the international financial institutions. Centre-left trade unionists came to object to the ‘new, overmighty capitalism’ of hedge funds, asset-stripping, financial speculation and astronomical bonuses. The solution, it appeared, was to seek to restore the old capitalism: the trade union movement should ‘become a champion of good business practices, of decent relations with decent employers while ruthlessly fighting the speculators’.[2]
    So has the crisis indeed been wasted? Perhaps one means of connecting short-term (and probably ineffectual) defence to a struggle for another world of work could be renewed attention to the idea of economic democracy. In the past two years, there has been much discussion of the deficiencies in existing systems of corporate governance, particularly as the liberalisation of global financial transactions has made ‘shareholder value’ the overriding corporate goal even in ‘coordinated’ market economies.[3] The solution, however, cannot simply be a technocratic regulatory fix; what is required is democratic control of capital. With the shock of crisis, some union policymakers have come to recognise that the overriding challenge is to build a movement for greater democratisation of the economy and to create new links between different levels of regulation and different issues on the regulatory agenda.
    Systems of ‘codetermination’ are institutionalised in much of Europe, involving rights of collective representation through works councils, and in some countries employee board-level representation. Such provisions reflect an insistence that companies are not merely the private property of the shareholders, because employees are themselves ‘stakeholders’ with a legitimate interest in shaping corporate goals and policies. Even the strongest systems of works councils, however, have primary jurisdiction over employment issues which arise only after key decisions on investment and product strategy have already been taken: as a German trade union expert noted two decades ago, the more strategic the issue for management, the weaker the powers of the councils.[4] This becomes particularly problematic in times of economic adversity, as primarily enterprise- or establishment-based mechanisms of codetermination are forced to accommodate to the externally imposed imperatives of intensified global competition, and may be unable to do more than underwrite managerial priorities. Though formally intact, the machinery of codetermination no longer provides an effective mechanism for asserting and defending workers’ interests.[5] To address this erosion of effectiveness, ‘industrial democracy’ must be extended to encompass corporate strategy as a whole: in other words, it must be enlarged into economic democracy.
    Elements of such a strategy can be found in the ideas developed by Fritz Naphtali for the German trade unions in the 1920s,[6] which proved influential in the German and Austrian trade union movements in the early post-war years. Socialisation of the economy was an essential goal, but it should be achieved, not necessarily and not exclusively through state ownership but through more diverse forms of popular control. Such ideas helped inspire the demands of Swedish unions in the 1970s for ‘wage-earner funds’, drafted by Rudolf Meidner (a socialist of German origin).[7] The essence of the policy was to establish collective employee ownership of part of the profits of corporate success, in the form of shares held in a fund under trade union control. This, it was envisaged, could provide increasing control over strategic decisions in the dominant private companies. As Meidner himself later conceded, a more flexible set of proposals would have been politically prudent; certainly in countries with far lower trade union density than in Sweden, tying control of collective funds to trade unions alone is not a viable strategy (particularly given past scandals involving union-owned enterprises in Germany and Austria). Nor could the Meidner plan easily function in an era of global financial markets. Nevertheless, some of its themes are particularly apposite at a time when the banking sector has been rescued by a vast transfer of public funds; democratisation of ownership should be a logical corollary. Moreover, while the trade union movement has embraced the demand for a financial transactions tax, the question of its implementation has been little discussed. Why not use the revenue, not simply to plug the hole in national budgets, but to create investment funds under popular control, linked to a democratisation of pension funds (which are in effect, workers’ deferred wages)? These are questions with which trade unionists should surely engage.
    This theme leads to a broader question: what are the possibilities for economic democratisation in the space between state and market? The labour movement has a long tradition of cooperative production and distribution, though in many countries such cooperatives mutated long ago into simple commercial ventures. But smaller-scale, cooperative economic activity has often been able to provide some counter-power to the commodification of social life, particularly in the global South. In a notable recognition of this role, the Self-Employed Women’s Association (SEWA) in India was accepted as a founding member of the ITUC.[8] Do such movements offer lessons for trade unions in the developed economies? In the French-speaking world at least, the notion of a ‘social economy’ has received growing attention on the left.[9] An imaginative response to the crisis ought to draw on such ideas.
    Can economic democracy and capitalism coexist? If the central dynamic of twenty-first century capitalism involves vast concentrations of unaccountable private economic power – and this may well be the case – the answer is clearly no. You can peel an onion layer by layer, but you can't skin a tiger claw by claw... But a simple anti-capitalist response to the crisis is not on the current political agenda. To capture hearts and minds, the labour movement has to commence a campaign against global casino capitalism which is linked to a credible set of alternatives for socially accountable economic life. In the short term, perhaps, a campaign for ‘good capitalism’ may be the only politically feasible [10] For the present, what is needed, in Gramsci’s terms, is a ‘war of position’. The idea of economic democracy offers a vision of popular empowerment which could reinvigorate trade unionism as a social movement and help launch a struggle for a genuinely alternative economy - one in which, incidentally, unions themselves would be more likely to thrive.

    1 Claus Matecki, ‘Warum wir vom Kapitalismus reden’, der Freitag: 26 June 2009.
    2 John Monks, The Challenge of the New Capitalism, Bevan Memorial lecture, 14 November 2006.
    3 See John Peters, ‘The Rise of Finance and the Decline of Organised Labour in the Advanced Capitalist Countries’, New Political Economy 16(1), 2011.
    4 Ulrich Briefs, ‘Codetermination in the Federal Republic of Germany: An Appraisal of a Secular Experience’, in György Széll, Paul Blyton and Chris Cornforth (eds) The State, Trade Unions and Self-Management. Berlin: de Gruyter, 1989.
    5 See Wolfgang Streeck, Re-Forming Capitalism, Oxford, OUP, 2009; Hans-Jürgen Urban, ‘Arbeitspolitik unter (Nach-)Krisenbedingungen: Gute Arbeit als Strategie’, Arbeits- und Industriesoziologische Studien 4(1), 2011.
    6 Fritz Naphtali, Wirtschaftsdemokratie: Ihr Wesen, Weg und Ziel. Berlin: ADGB, 1928.
    7 Rudolf Meidner, Employee Investment Funds, an Approach to Collective Capital Formation. London: Allen & Unwin, 1978.
    8 SEWA defines itself as both an organisation and a movement for women workers on the margins of the formal economy. It has many of the characteristics of a trade union, an NGO and a cooperative. See
    http://www.sewa.org/About_Us.asp
    9 Jean-François Draperi, Comprendre l'économie sociale: Fondements et enjeux. Paris: Dunod, 2007; Jean-Louis Laville, ed., L’économie solidaire: Une perspective internationale. Paris: Hachette, 2007.
    10. Sebastian Dullien, Hansjörg Herr and Christian Kellermann, Der gute Kapitalismus... und was sich dafür nach der Krise ändern müsste. Bielefeld: transcript Verlag, 2009.


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    Richard Hyman is Emeritus Professor of Industrial Relations at the LSE and founding editor of the European Journal of Industrial Relations. He has written extensively on the themes of industrial relations, collective bargaining, trade unionism, industrial conflict and labour market policy. He is currently working on a book comparing trade union strategies in ten European countries.

    17 December 2010

    Private Equity Investments and Labour: Current Trends and Challenges of Trade Unions




    Maria Alejandra Caporale Madi



    José Ricardo Barbosa Gonçalves

    The 2008 global economic crisis revealed how deeply the social life of the working class has been affected by deregulated finance. In this setting, the impact of private equity funds on working conditions has been attracting lots of attention since private equity funds - such as Blackstone, Carlyle Group or Texas Pacific Group - have been responsible for the employment standards of tens of millions of workers. Truly, as workers are confronted with over US $ 1-trillion in worldwide concentrated private equity buyout power, the relevance of private equity funds is outstanding in an analysis of the perspectives of mergers & acquisitions, employment and organised labour.
    The new employers and the rationalisation strategies
    This scenario has consolidated the work of new social actors: the fund managers of the private equity funds. Fund managers’ services include fund raising, financial statement analysis, company selection, restructuring implementation and ongoing monitoring of investments. Fund managers centralise endowments from investors, such as financial institutions, institutional investors - also pension funds - and high net worth individuals, among others, in order to assume key roles in acquisitions of high profit potential.
    In this financial and productive setup, capital has turned out to be faceless. In relation to the questions “Where does capital reproduction happen to be?”, “How does capital reproduce itself?” and “Who is benefiting from the capital reproduction process?”, the answers rely on the fund managers’ actions that attract the owners of capital to specific business. These investors have been attracted by fund managers who do not only promise high short-term profits but also offer the incentive of seductive “irresponsibility” toward the portfolio companies. The fund managers assume full responsibility over the business and, thus, they have autonomy to implement any kind of operational and financial restructuring strategy. The real target of the fund managers is to sell the companies within ten years after the acquisition.
    In fact, in the United States and many European countries, the behaviour of fund managers, entirely premised on profit targets aimed to increase short-term cash flow, have increased workers’ exploitation. Beyond the “rationalisation” strategies, social conflicts and tensions are strengthened as restructuring actions reshape the control on workers and increase staff turnover, outsourcing and casual work. Under the fund managers’ pressure, the portfolio companies turn out to be subordinated to narrow economic efficiency targets that shape employment relations for the worse. Workforce displacement and loss of rights are also part of the spectrum of management policies aimed at cost reduction. The challenges to the employment conditions that have been negotiated by trade unions through collective bargaining reveal the emergence of private equity funds as major “invisible” transnational employers. In fact, this “faceless capital” configures new employment relations and increases pressure on organised labour.
    Private equity short-term returns and exit strategies have increased the challenges on collective bargaining power because of the accelerated cost-cutting through layoffs, closures, outsourcing and further reductions in productive investment. In this setting, the Global Unions have reported that private equity firms, mainly buyouts, have been threatening employment, working conditions and workers’ rights through their financial strategies (IUF, 2007).
    Global Unions’ agenda
    Global Unions have been mobilising against the business model of the private equity funds that poses risks not only to the sustainability of productive investment and employment in domestic markets but also to the stability of the international financial system. This attempt has included joint efforts and activities with the International Union of Food, Agricultural, Hotel Restaurant, Catering, Tobacco and Allied Workers´ Association (IUF) and Union Network International (UNI), as well as cooperation with the Trade Union Advisory Committee (TUAC) and the International Trade Union Confederation (ITUC), and International Metalworkers’ Federation, among others.
    Global Unions have been defending the view that the re-regulation agenda could promote long-term productive investment growth, employment creation based on the decent work agenda, employment security and protection of trade unions’ rights (IUF, 2007). To achieve this, the following workers’ rights should be secured: collective bargaining, information, consultation and representation within the workplace; trade union representatives should be informed about the capitalisation and debt structure of the buyout deals and who the ultimate investors are; additional government protection for workers affected by private equity takeovers – this could follow from the recent steps taken to uphold the employer responsibilities of private equity firms (ITUC, 2007).
    In addition, Global Unions defend the view that regulatory reforms should address transparency to guarantee full access to audited financial accounts, particularly disclosing:
    • characteristics of debt contracts (total amount, types and maturities, rates and schedules):

    • restrictions on assuming more debt and the identity of the lenders/holders of the debt securities if they are not publicly traded:

    • analysis of earnings (debt to earnings ratios, dividends to earnings ratios; special dividends financed through additional debt, fees);

    • business plan guidelines (exit strategy, plans for selloffs/closures, management of cash flows, financial assets);

    • investments in plants, equipment and research;

    • labour conditions strategies (employment methods, training, pension funds/retirement benefits and negotiations with unions).

    Regulatory reforms should also enforce changes in tax regulation to cover private equity regimes so that tax systems are not biased toward short-term investor behaviour. The regulatory Global Union agenda also includes the revision of corporate governance frameworks to include unlisted companies. Such regulation could include the following: measures to discourage short-termism: greater transparency and public reporting requirements; more supervision by public authorities; limits to debt; changes in taxation of capital gains; and ensuring that private equity funds comply with all relevant employer obligations (ITUC, 2007).
    According to suggestions from the Global Unions, it is also important to address regulatory changes to enhance the stability of the international financial system. This proposal reveals a strong concern about the risks that private equity funds, mainly buyouts, pose to the sustainable growth of national economies in the global economy.
    Conclusion
    According to the ITUC (2007), “(o)nly government action can curb the external impact and the outright exploitation of these investment activities.” Current trends in investment and private equity indeed provide an important opportunity for discussion and reflection about the global articulation of workers and unions. This relates to trade union representation as well as to the challenges presented by the impact of the political and economic forces beyond the private equity business model that organisations face.

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    José Ricardo Barbosa Gonçalves and Maria Alejandra Caporale Madi are both Professors at the Instituto de Economia, State University of Campinas (UNICAMP) as well as researchers with the Centre for Labour Economics and Trade Unionism (CESIT). José has been doing research about neoliberalism, trade unions and social exclusion, and Maria’s work focuses on financialization, corporate governance and social exclusion.

    References
    • International Trade Union Confederation [ITUC] (2007), Where the House Always Wins: Private Equity, Hedge Funds and the new Casino Capitalism, ITUC Report. Available online at:
      http://www.ituc-csi.org/IMG/pdf/ITUC_casino.EN.pdf

    • International Union of Food, Agricultural, Hotel, Restaurant, Catering, Tobacco and Allied Workers´ Association [IUF] (2007), A Workers´ Guide to Private Equity Buyouts, Geneva. Available online at:
      http://www.iufdocuments.org/www/documents/A%20Worker%27s%20Guide%20to%20Private%20Equity-e.pdf

    25 October 2010

    Corporate governance in a radically changed world - a fresh look at the Rhineland model

    Richard Tudway
    The collapse of the global financial system raises critical issues in corporate governance, particularly in Anglo American jurisdictions. The global financial crisis, triggered by events in the US and the UK, has destroyed global wealth and output on a huge scale. In spring 2010, world stock markets recorded an astounding $20tr loss in value from highs of some $61tr in December 2007 (World Federation of Exchanges, March 2010). OECD growth slumped in the immediate aftermath of the crisis but has since recovered, though very slowly as growth in advanced economies is expected to remain broadly unchanged at 2.5% in 2011 according to the IMFs World Economic Outlook. Recent data on the US and the UK may yet herald a slide back into recession. Indeed, according to the OECD September forecast, the annual rate of growth in the G7 countries will fall to around 1.5% in the second half of 2010, a full percentage point lower than its forecast in May 2010. In the case of the US, fears that weak employment numbers in September may foreshadow a double-dip recession have prompted further quantitative easing by the Federal Reserve. The Made in America financial crisis and the role of the Anglo American model of corporate governance urgently needs to be re-examined.
    This model has indeed spectacularly failed to protect shareholder wealth, its professed primary intention since, under Anglo American corporate law, directors are portrayed as having a first duty to protect shareholder value. Workers’ capital (the pension funds of working people that are invested by institutional investors into stock markets) has been squandered also. The prospects for many millions of working people have also worsened. The sense of public outrage is understandable. Yet, despite the promises of politicians and policymakers that things will be changed, it seems that, far from changing, things are returning to business as usual. The bankers are back in the saddle. Generous bonuses are being paid. The boards of many bank and non bank corporations alike in Anglo American jurisdictions have learnt little from the damage that has been inflicted, and the reasons that explain it.
    If politicians won’t act, then global trade unions must press resolutely for change. Bank and non-bank corporations alike have to be properly, effectively, independently and transparently supervised. Drawing strength from the excellent co-determination habits of Rhineland democracies (Germany and other democracies that border the Rhine) and others (notably Sweden and other Nordic countries), the autocratic, non-inclusive style of Anglo American unitary board governance arrangements has to be challenged. To drive home the argument, trade unions need to be able to prove that independently supervised corporations are better at protecting both worker prosperity and shareholder value.
    The voice of working people has to be taken into account in the supervision of the world’s largest corporations. Democratic self-determination at the work place demands no less. This is the only way that the wrecking instincts of personal greed can be controlled. The well rehearsed argument that independent supervision will stifle innovation (because decisions would never get taken and business opportunities would be lost) is self-serving propaganda. Commercial risks are, of course, unavoidable - they can never be eliminated. The role of supervision is to ensure that significant risks are thoroughly and objectively assessed (while there is evidence that bank failures in the US and Britain occurred because the advice of risk managers was suppressed) before workers’ capital and their livelihoods are endangered by reckless, unsupervised and unaccountable decisions. Here it is important to remember that all information provided by corporations in Anglo American jurisdictions is ex post – after the event.
    To get the debate moving, the OECD has to challenge the ‘hidden agenda’ which still stifles the debate on corporate governance; the OECD Framework of Corporate Governance and Roundtable discussions have ignored warnings in the past. There is an urgent need to look openly and objectively at alternatives to the now discredited Anglo American model. In doing so, it is crucial to ensure that the interests of workers and all legitimate stakeholders are properly represented. The GLU and its associates need to focus research on how different governance structures rank in terms of protecting corporate wealth. The Anglo American shareholder value model has been extensively researched. In contrast, the stakeholder model has not (Allen and Gale, 2002). The research needs to develop appropriate methods for assessing short and medium term performance in the largest publicly traded corporations, according to the governance model in use.
    The Anglo American model relies critically on the neoclassical Arrow-Debreu theorem and efficient markets hypothesis. In the first instance this demonstrates that if(1) the objective of the corporation is to maximise the value of its shareholders, and this is achieved, then it is said to be Pareto optimal (i.e. its behaviour is beneficial to all, even outside the corporation). The issue of income distribution in society is otherwise settled by progressive taxation. This leaves company directors with the clear duty to maximise shareholder value(2) . The pursuit of that objective, it is argued, will in turn promote efficient resource allocation, as posited in the efficient markets hypothesis. In contrast, corporation law in Rhineland jurisdictions is clear in stating that the objective of larger corporations is to promote interests that are wider than simply those of the shareholder. Stakeholder concerns thus become a central feature of board behaviour, decision making and investment. Research should examine the consequences if the objective of the corporation is not exclusively to promote shareholder value. According to Allen and Gale (op. cit.), over 80% of managers surveyed in Germany, France and Japan agreed that stakeholder interests are more important than shareholder interests. In contrast, more than 80% of British and American managers surveyed saw shareholder interests as being the most important interest.
    Whilst the stakeholder model has been politely dismissed by a generation of Anglo American corporate financiers, corporate legal theorists and financial analysts, the tide is now turning. There is an increasing awareness that the Anglo American model of corporate governance fails to meet its single declared objective – maximisation of shareholder value. At the same time, it compromises the longer term investment of other stakeholders, most notably working people. Time has now come to change corporate governance for the benefit of all. The debate has to be opened up and the evidence independently evaluated.
    (1) The significance of the if is that if the proposition can be effectively contested then the force of much of the argument is lost. The truth of the matter in law is that in Anglo American jurisdictions the fiduciary duty is to the company, a separate legal entity, and not to the shareholders, which radically changes the justification for its particular portrayal.
    (2) The unclear distribution and supervision of power between directors and managers in Anglo American jurisdictions is a natural consequence of the evolution of the doctrine of separation of ownership from control, over which there is no effective countervailing influence by absentee landlord institutional investors who have no long term interest in the corporation in which they are invested.

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    Richard Tudway is a director of the Centre for International Economics in London. He is a researcher in corporate governance and a visiting professor of management, economics and finance at several international business schools.

    References:
    Allen, F. and Gale, D. (2002), A Comparative Theory of Corporate Governance, Wharton Business School
    Further Reading:
    Tudway, R. (2009), Evidence to the OECD’s Corporate Governance Steering Group Roundtable
    Tudway, R. (2002), The Juridical Paradox of the Corporation, International Corporate Law Annual, Vol 2

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