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What is the true purpose of corporations?

janitor and mop

Illustration: Susan MacDonald

What’s the purpose of a corporation? Or, somewhat more abstractly, what’s the purpose of corporations in general?

That question is the topic of a big academic literature, but the question itself is far from academic. In fact, it has enormous practical importance. Take, for instance, the recent news that Target is leaving Canada, news that puts a rather fine point on the question.

Surely for the top executives (and presumably the Board) at Target, the decision to pull out of Canada was a tough one. But one suspects it was also entirely a ‘business’ decision — that is, one driven entirely by bottom-line considerations. CEO Brian Cornell pointed out, as part of the rationale for pulling out of Canada, that projections indicated that, if the company stayed in Canada, Target Canada would not expect to be profitable until 2021. Presumably shareholders were simply not going to put up with that. And from a fairly standard view about the purpose of the corporation, the wishes of shareholders matter a great deal. After all, or so the story goes, the entire purpose of a corporation is to make money for shareholders.

But of course, shareholders aren’t the only interested parties in this story. Consumers, too, have a stake. And despite the fact that many Canadians were sorely disappointed in Target’s initial efforts, many held out hope that Target Canada would eventually live up to the standards of their US counterparts, stores that are in fact a favourite cross-border shopping destination.

But among various stakeholder groups, the move is perhaps felt most acutely by Target Canada’s employees. Pulling out of Canada means Target is closing 133 stores and eliminating 17,600 jobs. For employees, the company was a source of jobs — jobs ranging from cashier to admin assistant to fairly senior executive posts. To the holders of those jobs, Target was a valued employer — a way to feed a family and pay the bills and maybe save for a vacation.

So now ask, again, what’s the purpose of a corporation? We’ve mentioned already the shareholder-wealth-building view. A more modern, critical view is to say that the purpose of a corporation is something more than the pursuit of shareholder wealth. Corporations, on this view, have a higher purpose as part of a community. The corporation has a social role, and that role goes far beyond attending to the interests of shareholders. Adherents of this view are indeed typically indignant at the very thought that anyone could think that corporations have so lowly a purpose as to merely make money.

And those critics are right, at least in part. It really is foolish to think that the purpose of a corporation is to make money. But that’s only because it’s foolish to think that corporations have purposes at all. That is, it’s foolish to think of a large, multifaceted organization as having a single, unitary “purpose” in the universe, rather than thinking of it as serving many purposes for many interested parties. Arguing over what a corporation is “really for” — building shareholder value? making products to make people happy? providing jobs? etc. — is a fool’s errand.

There are of course exceptions. If an individual or small group files the paperwork to form a corporation to serve some single, stated purpose, then it’s probably fair to say that that is what the corporation’s purpose is. But that’s seldom what’s at stake, at least as far as this debate goes. When you’re talking about a widely-held, multibillion dollar corporation like Target, talk of the organization’s “real purpose” just sounds silly.

But the fact that the corporation is many things to many people doesn’t mean that everyone is bound to consider all of those purposes, all of the time.

To see what I mean, consider a different, parallel question. What is the purpose of a job? Say, your job. If we think of your job as an abstract thing — a position in the marketplace that happens to be filled by you — what is its purpose? Does that question even make sense? You’ve got the job, and it (hopefully) helps you achieve your goals. How you should behave yourself in the course of that job, in pursuit of those goals, is a question of ethics. And that question is much more enlightening than some grand question about purposes.


    
 


American Apparel’s New Code of Ethics: A Good Start
Illustration: Susan MacDonald

Illustration: Susan MacDonald

Retailer American Apparel has announced a new code of ethics. The move comes, not coincidentally, just a month after the board sacked controversial CEO and founder Dov Charney. Charney had been at the centre of a string of employee sexual harassment suits.

And the new code contains — again, not coincidentally — a substantial section on sexual harassment.

The move by AA to beef up its Code is an opportunity to emphasize several key points about the role and significance of a Code of Ethics in general.

The first point has to do with the insufficiency of a code, in spite of the admitted necessity of having one. A company the size of AA can’t not have a code. Having one is effectively ‘table stakes,’ at this point, and in some jurisdictions it’s legally required. But AA’s board also shouldn’t dream for a second that simply having a new code is going to fix the company’s problems, any more than simply removing Charney from the helm will do so.

What the company surely needs is a change in culture. Charney’s departure will surely help — tone at the top, etc., etc. — but it likely won’t be enough. Charney has surely left his imprint on the corporate culture, and it will take time for that to change. A new code may serve as a focal point for such change, but only if the code is noticed and taken to heart. And that will only happen if sufficient training takes place. In other words, AA needs to not do what too many organizations do: simply post the new code on the wall. Even sending each employee a copy and “requiring” them to read it won’t be enough.

The final point has to do with the relationship between ethics and the law. As should be obvious, ethics and the law are not identical. What’s legal isn’t always ethical, and vice versa. An ethics code typically tries to bridge the gap: they tell employees what’s ethically required, but they also typically threaten a penalty, most often termination of employment. Further AA’s code effectively advises employees to think of the code as a legal document:

“…we ask that if you have questions, ask them; if you have ethical concerns, raise them; if you believe something to be suspicious or inconsistent with the Company’s best interests, report it to the General Counsel…” [or to contact the company’s outside ethics hotline provider].

That’s fine, but given the importance of culture, it’s important that the legal implications of a code not dominate. And unfortunately, AA’s code was pretty clearly written by a team of lawyers. The wording is often legalistic. That’s not surprising. Ethics policies often are. The most we can hope is that the ethics training that should accompany the code’s launch focuses on the values that underpin the code, not on the punishment that could result form its violations.

So is American Apparel’s new code good news? Absolutely. Are the company’s worries over? Far from it.


    
 


Uber is built on trust. Now it needs to maintain it: Chris MacDonald

Uber isn’t in the taxi business. It’s not even in the tech business. It’s in the “trust” business. That is, it’s in the business of building trust between strangers. And if it can’t figure out how to do that, it will fail.

Uber’s “UberX” program hit a horrifying bump in the road this week, as one of its drivers in Delhi allegedly raped a female passenger. The incident earned the company a complete ban throughout the Delhi region, and is sure to send shockwaves through a much broader global community of users and potential users of UberX.

For all its success, Uber has had plenty of troubles. It’s been accused of anti-competitive behaviours. It’s been accused of privacy violations. Some of these problems can be overcome through smarter use of technology — and after all, that’s what Uber is supposed to be good at. But it’s important to see that the key to Uber’s success isn’t its mobile app. It’s the ability to get strangers to trust each other. If Uber wants to keep its recent $40 billion valuation, it’s going to have to figure that out.

Because commerce — all commerce — relies upon trust.

When I hop into a taxi, I’m not just getting a ride to a destination. I’m getting an exchange of trust. Think about it: I’m getting into a car with a stranger. But the branding of the cab company, plus the municipal licensing, give me some assurance that a) I’m going to get where I ask to go; b) I’ll arrive there alive; and c) I’ll be given the correct change even if I fail to count it. Uber got big by leveraging that pre-existing trust that most of us have in taxis.

The key question, then, is whether Uber will be able to sustain that trust.

I should add that it’s not just about customers. Trust has to be built and maintained with drivers, too. I spoke to one Uber driver recently who said that some drivers have left Uber because of how the company has treated them. He suggested such drivers feel that in introducing UberX, the company has effectively turned its back on the professional drivers that built the brand. Maybe the company doesn’t care about the professional drivers — maybe its long game lies with UberX. But if informed and experienced professional drivers don’t trust Uber, it’s hard to see how amateurs are going to do so.

So, Uber needs two things in order to build and maintain trust.

First, it needs to make smarter use of the technology at its fingertips. Some of that is already in place — simple, trustworthy financial transactions are clearly a key component of the company’s success to date. But it also needs to assure users that, for example, the company can be trusted with the vast amounts of data it gathers on their travel behaviour. Finally, the company needs not just the technical infrastructure of trust, it needs to engage in the behaviour that will signal to users that the company is here to stay, here to be trusted, here to be a reliable and trustworthy service provider for the long run.


    
 


Cops Who Kill and the Limits of Self-Regulation

The grand jury in Ferguson, Missouri failed to indict police officer Darren Wilson for the shooting of unarmed teenager Michael Brown. Then a grand jury in New York failed to indict Officer Daniel Pantaleo in the choking death of Eric Garner.

This isn’t just a matter of two high-profile cases in a row. Generally, grand juries are reluctant to indict cops. Not just reluctant overall, but comparatively reluctant. Because generally, grand juries do indict the people brought before them. Indeed, statistically, it is incredibly uncommon for grand juries to fail to indict. In 2010 (the most recent year for which data exists) U.S. attorneys prosecuted 162,000 cases, and failed to get indictments in just 11 of those cases. But grand juries don’t like to indict cops.

And there’s a certain logic to that reluctance. Police officers generally have a tough job. They are issued deadly weapons and asked to insert themselves into situations that the rest of us want desperately to avoid. This clearly requires a lot of situation-specific judgment. Most outsiders don’t understand the principles of modern policing, nor the challenges presented by life “on the street.” It’s easy to imagine — even absent any conspiracy theory and minus any accusations of racism — why a grand jury, and the prosecutor that guides it, might be reluctant to indict a cop.

This reluctance is part of a general pattern in society. There are circumstances in which outsiders generally are and generally should be incredibly reluctant to judge. Courts are generally quite reluctant, for example, to second-guess the work of licensed professionals. A court won’t typically tell a surgeon she’s done sloppy work, even if the patient died, unless credible expert witnesses — namely other surgeons — swear that the surgery didn’t meet their profession’s own standards. What if those standards are themselves flawed? Here, too, courts are generally reluctant to intervene. Professions like medicine, nursing, and engineering are effectively given monopolies over fields of practice because (or so the story goes) their work is so complex, and requires such nuanced judgment, that only the members of the profession itself are qualified to set standards and to adjudicate violations.

This reticence to judge extends to the business world, too. Under the “business judgment rule”, courts (in Canada, the US, the UK, and elsewhere) are generally reluctant to tell a corporation’s board of directors that they’ve failed in their duty of care vis-a-vis shareholders, because the court lacks the competency to do so. So long as the board is found to have taken suitable care in their decision making process, the substance of their decision will not be second-guessed.

But there’s a proviso, here, a limit. Reluctance to judge from the outside doesn’t imply a license to kill, either figuratively or literally. The set of circumstances in which outsiders should be reluctant to judge the behaviour of a powerful occupational group is pretty strictly limited to circumstances in which the members of that group do a good job of monitoring their own behaviour and enforcing standards that serve the public well.

This means that any group — any group — that wants to be left to set its own standards, and to be largely free from external scrutiny, needs to work incredibly hard to set and enforce suitable standards internally. There are lots of ways of doing that, including codes of conduct, training, mentoring, and so on. Also useful is a general obligation on the part of members of the profession to call out other members who violate the rules. But tight self-regulation is the quid pro quo. Fail at that mission, and you are going to find the public sticking its nose in. This applies to boards who want to be free from meddling shareholders, accountants who resent intrusive financial regulations like those embodied in Sarbanes-Oxley, and cops who think the public just doesn’t understand.


    
 


Making ethical decisions at work is easy. Speaking up is harder

Speaking up is hard. Going against the grain when the team’s mind is made up is harder. And ‘speaking truth to power’ — especially when ‘power’ means someone who can end your career — is harder still. But speaking up is important. Sometimes, it is absolutely morally required. Other times, it might be strictly optional but is a way to demonstrate true leadership. It’s an important skill, and a commitment worth fostering.

On November 24, the Jim Pattison Ethical Leadership Program (of which I’m director) had the pleasure of hosting Mary Gentile, a professor at Babson College and author of the book, Giving Voice to Values. The key message of Gentile’s presentation, and of her book, is that the key ethical skill that business students and corporate employees need to foster is not skill at making ethical decisions, but skill at speaking up. Quite often we know the right thing to do, but have trouble doing it. When the boss wants us to fudge the numbers, or when the team decides to go with a plan that involves playing fast-and-loose with ethical obligations to a client, the problem generally isn’t with figuring out what’s right. The challenge lies in finding the right way, in terms of interpersonal and organizational dynamics, to make it happen.

As we’ve seen from the Jian Ghomeshi affair, speaking up isn’t hard only within organizations. But certain facets of organizational life make speaking up especially challenging. Consider, for starters, the emphasis that every organization — every organization — puts on loyalty. That emphasis is a matter of necessity. You can’t have a well-functioning company without employees who feel some level of dedication to the corporate mission, and you can’t even have an effective team if all the members of that team don’t, to some extent, put the interests and goals of the team above their own. From an organizational point of view, a certain amount of group-think is a feature, not a bug. But loyalty can too easily slide into a herd mentality, when people’s brains shut off and they nod their heads out of habit, rather than true agreement. The result can be disastrous.

In her Giving Voice to Values (GVV) curriculum, much of which is available for free online, and which has been adopted by literally hundreds of business schools and corporations across the globe, Gentile emphasizes practical exercises that build participant’s skill and ability to formulate an effective ‘script’ for speaking up, and to deliver it. Importantly, GVV doesn’t start with a list of abstract virtues or principles. It merely starts from the idea that all of us want to do the right thing, and that each of us has, in the past, found ourselves in situations in which we have drawn upon our own values to do the right thing under tough circumstances. GVV encourages each of us to figure out what our own best self is, what our best stories about ourselves are, and to draw upon those stories in moments of need. It’s a very positive message, and an immensely practical one — one that serves to remind us that ethics isn’t about being a saint. It’s about doing our best to be our best selves, given the enormously complex and ethically challenging organizations that we all inhabit.

Chris MacDonald is founding director of the Jim Pattison Ethical Leadership Program at the Ted Rogers School of Management, and founding co-editor of the Business Ethics Journal Review.


    
 

 

 

 

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