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10 April 2008 Robert Tchenguiz is a well known The company is the vehicle that creates wealth. What happens to an economy and a society when major investors start to pressure boards to do what is right for them rather than what is right for the company? It is time we tackled the confusion surrounding the rights and responsibilities of ownership in our fast-changing capital markets; and that is exactly what Tomorrow's Company intends to do over the coming months in our new project on ownership. 7 April 2008 My first trip out of the new St Pancras to I actually quoted this as a triumph recently when speaking to a group of bankers when offering examples of the more visionary projects that they might support in the interests of the planet. That brought a belly laugh, of course, because the original investors lost out in a big way. Yes, I said, but look at the benefits to all of us. A suitable thought to prepare myself to speak in a panel at EcoDa (the European Institute of Directors) on “Private Equity and Corporate Governance: perfect marriage or contradiction in terms?” The keynote speech was ferocious. It came from Mme Pervenche Beres, Chairwoman of the European Parliament’s Committee on Economic and monetary affairs. She was in no doubt: The current credit crisis proves that self-regulation does not work. The private equity (PE) industry is not serious in its attempts to clean up its act. It is playing for time. She accepted that some PE firms were OK. Some contributed to the turnaround of firms, and some had helped develop green investments. Early stage venture capital was often a good thing. But regulation was now needed at an EU level. Any questions? Yes, Javier Echerri, Secretary General of the European Private Equity and venture Capital Association had more than a question. He found Mme Beres’ remarks ideological. The industry was bending over backwards to regulate itself. It imposed ethical and good governance codes on all its members. Look at the AA in the Ah, said Mme Beres. It’s all very well for you to talk about the expectations of your own little world. What I am talking about is social control. You have an impact on ordinary people in society. Are you denying society the right to control you? In a democracy there is power and there is counter power. And before further debate could take place, off swept Mme Beres to her next engagement in the parliament building, leaving the room of eighty representatives of private equity to catch their breath. Next up was Claire Bury, Head of Unit at DG Markt at the European Commission and a barrister by training. It was a bit like a hurricane followed by the shipping forecast. In measured terms she explained the market-friendly approach of her masters. In the eyes of the Commission PE had a valuable role to play. She was interested in the work of the Walker Committee in the I was next to speak. I said that the polarised debate we had heard was an old story. In one corner was business – a bit too pleased with itself and not seeming to stay ahead of the expectations of society. In the other were its critics, seeing business as predatory, interested only in making money. All the time business gives the impression that it is simply interested in making money, society will mistrust it and the regulatory threat will grow and eventually business will be caught up in a fresh round of regulation. What we need, I argued, is a foundation for the debate that offers some shared values on which we can all build. Society needs business. Business needs society. Society needs to value wealth (and wealthy) creation. Business needs to embrace its social role, and show the value it is adding to human wellbeing and demonstrate that it cares about something more than moneymaking. What’s more, even the most hard nosed and narrow business person needs to recognise that it is in their interest to respond in this way. Otherwise what you get is an Enron-style Sarbanes Oxley backlash. Private equity, I suggested, does provide a useful function as part of the total ecology of the market economy. It may well be, as the Mckinsey evidence which we quoted in our evidence to the Walker Committee suggests, that only the top 25% of private equity deals really make superior returns to shareholders. It may well be, as the article in that day’s FT (1 April 08) suggests, that much of the apparent advantage to private equity has actually come through leverage (borrowing more money cheaply) rather than superior performance of the companies invested in. But I know from personal experience that many a sleepy company has been transformed in performance by a private equity financed management buyout. So, to answer Claire’s question, I was in favour a of a voluntarist approach, as recommended by Sir But there are some qualifications. First, business needs to be challenged to say what its values are. Second, in private equity as elsewhere, we should challenge investors to set out their objectives, their timescales, their values, their commitments and then hold them to account in their actual performance. At the same time I was with other speakers in arguing that there could be conflicts of interest in private equity that needed special attention. The interests of the general partners (the people who put the deal together in the first place, and are effectively paid a management fee as well as the capital gains at the end of a successful period of management) were not the same as the limited liability companies – other investors who agree to join them. I argued that there needed to be complete transparency in listing who the investors were and getting them to state their time horizons and what they stood to gain from a successful exit. But, like other speakers, I suggested that it was not that helpful to single out private equity. We seem to have had a series of witch hunts against asset classes. First it was the evil of hedge funds. Next it was private equity. Now it seems to be overseeing wealth funds. This is an unproductive debate. Ownership is changing as capital markets become more global . What matters is that there are some responsibilities which fall upon owners. We need to work out what these responsibilities are. The next speaker was Lutgart van den Berge I have spoken on platforms with Lutgart before. She speaks a lot of sense. She is executive director of a governance consultancy called Guberna and a part-time professor of corporate governance at Other speakers agreed that with private equity came potential conflicts. Board members with a private equity interest were looking for an earlier exit. Against this it was asserted that no exit was possible unless someone else was willing to take up the ownership stake that was being sold. In the next session I learned a lot from the Finnish contributors. Tom Palmberg, a distinguished banker, and NED from In Tom’s mind this duty to promote the profitability of the company, meant long term profitability. So thinking about their interests as shareholders looking for a short term gain was just plain contrary to the law. But then Ikka Harju from the Ministry of Finance in In conclusion, there was general agreement that we need to find ways to ensure that directors of a business are committed to the long term and this concern is not limited to private equity. There are some potential conflicts of interest which could make private equity a case where special vigilance is needed and here is where independent directors and potentially even an independent chairman can make a difference. Views varied as to whether there is a difference between PE and the family firm. To some the family firm is distinguished by the fact that the quarter they are focusing on is the next quarter century, not the next quarter year. To others “it doesn’t matter whether the shareholder is my grandmother as a small shareholder or a major private equity player”. To this participant in each case the objective is that directors must act as directors and investors have a different role. Miles Templeman gave the example of Yo Sushi which had been through three incarnations. First it was a privately owned entrepreneurial company but relatively sluggish. Then it was taken on by a second private equity owner who strengthened it and improved performance. Then it was sold again to a third private equity firm whose plan is to internationalise its franchise. Each stage had seen an improvement in ambition, aggression and achievement. Citing the advantage of continuity of culture, claimed by John Lewis, I asked whether these changes of ownership cumulatively damaged the culture with which the company had started. No, thought Miles, because the change in ownership is a relatively remote thing for most people. It is the management and the board who stayed reasonably constant. If the performance was bad ownership would have to change whatever the culture – he had been on the board of family companies where this had to happen. The intensity of this debate about private equity showed me that ownership makes a difference, but still leaves me wondering how, exactly. Which is why Tomorrow’s Company is to spend so much time on the question! Back through the traffic. Change Eurostars at It is not just changes of ownership that can disrupt business life! 28 February 2008 This is actually being written on the last leg of the journey back to I had naively settled into my seat and spread my possessions around me in the untidy fashion that makes me feel at home. I hadn't realised they all had to enter Unlike sunny and largely dry That was before I tried sending an email from the Sheraton. " She also says The talent shortage is confirmed at the KPMG hosted lunch. The average age in the firm is 29: people are getting responsibility early, which makes it interesting when they second them to a talent-starved government department where they are working alongside 55 year old public servants! Anne walks me back through driving rain from The Rocks to the hotel at Friday morning - last day of the tour. I wake at 5, for the first time discombobulated by travel, and do some work before jogging and then breakfasting in rare Darling harbour sunshine near the monorail. I manage a podcast interview with Bill Beerworth, a sort of Australian Philip Goldenberg (the We have our own talent shortage. There have been one or two cancellations for the lunch and the man from the pharmaceutical trade association is obviously in tomorrow's trade association as he hasn't made today at all. Professor Thomas Clarke is there - the same Tom Clarke who, when professor of Corporate Governance in Leeds in 1994 organised a consultative conference with us on the original interim report of 1994 and hired a special train to get London delegates there and back in good humour. He is now Professor at UTS here and a visiting professor in Paris - who says Corporate Governance is dull?! Tom has compiled a huge book on corporate governance - about 600 pages. He persuaded Adrian Cadbury to write the short preface and was speculating about how to make the most of Also at the lunch there is the chairman of an energy company, three CEOs, and a think-tanker. Ian's father is Sir William Barlow, a distinguished engineer and CEO. His mother's parents came to Incidentally when we caught up in Sydney Ian's feedback was that the The question of inequality comes up, as in The lunch is superb in the fragments of time I get to touch it - something called "marron's tails" which are even better than fat tiger prawns and go so well with those crisp aussie whites! 27 February 2008 What a lovely city: hotel room faces Catholic cathedral and yesterday when we arrived I longed to walk and explore but only managed a quick coffee in the sunshine with Ian and then late on my own half an hour by the Format for the event was a CEO lunch, with the addition of three TC guests. Ian always starts his talks by saying we took two years to produce a report lasting 29 pages: if we had taken longer we could have made it even shorter. I have taken to saying that having been involved in these questions for over 15 years it was time I got my conclusions down to a postcard or postage stamp, and my short summary of what is in the report would be "Yesterday's societal issues become today's customer issues and tomorrow's shareholder concerns" I always like a local example to illustrate, and this time I kept it in the family. My great great Uncle was George Woodroffe Goyder, who as Surveyor General of And so to discussion, skilfully facilitated by Michael Andrew, Australian KPMG Chairman. Here were some of the questions and comments I have no idea - yet - how well Ian and I dealt with these issues but a lot of people stayed afterwards and said they would like to see deeper dialogue about these important questions in And so to the airport, where every plane supposed to be flying to Sydney seems to have mechanical delays or be delayed by the dismal weather and thunderstorms that have dogged Sydney all summer. Extreme weather really is hard to ignore here. I slept well last night but my eyelids are beginning to feel heavy and I look forward to a catnap on the plane before my delayed dinner with an old friend in 26 February 2008 We are whisked along clean highways to the Raffles hotel - this is about all I will see of the country. The hotel is as elegant as the airport but in a spacious imperial style that justifies its fame. Customer service doesn't do better than your average Hilton, and the swimming pool is surrounded not by shipping magnates or rubber barons but by overweight Europeans reading thrillers. We have about 3 hours of afternoon before preparations for the evening. I find a second present for the redoubtable Christine Sim, the training and development professional and TC champion whose unsolicited call in late 06 created the momentum for us to get things moving in Singapore. I do some research on the internet (when my personally assigned valet after 20 minutes finds me a cable!) One CEO tells me over drinks that behaviour is simply a matter of incentives. Another that we are moving slowly towards another ice age and global warming is merely a blip in the process. Others are more energised. It is great to have representation from one of the sovereign wealth funds. Our next project is to look at the future of ownership, and my conversation here confirms my view that some sovereign wealth funds have the capacity to be long term owners. Take Temasek, one of the sovereign wealth funds based in Ian's introduction and my speech are well received, but there are the occasional barbs. Is this whole interest in sustainability the result of a couple of centuries' guilt by western companies? Over dinner someone mentions the East India Company, someone else the folly of the Americans trying to export democracy to Iraq. No one quite says it in so many words, but among some guests there is an undertone of "why should we listen to you?" On the other hand there are some who feel the message is urgently needed. Three years ago, explains one guest, people would have thought you were from Mars. Today they are waking up to the changes and need outside voices like this to explain why it is important for businesses to re-examine the way they do business. There is a particularly fascinating story of Intel in One sophisticated guest from the investment world entirely understands the arguments and asks about whether we see the different capitalisms (Confucian, western etc) converging or staying different. Again there is interest in considering how a group of Asian business leaders would have written the report. A PS about coincidences. I sit next to CB Choo, Chairman and CEO Keppel Offshore & Marine. I ask him about how he started. It turns out he studied Naval Architecture at Then we find that Danny Teoh, the KPMG Singapore Managing Partner sitting on the other side of CB Choo, was at the 24 February 2008 Brilliant fast train from new airport to town...permanent cloud/smog masking the hills ..and concern everywhere that the talented are starting to shun As an example of the consequence of business acting with blinkers and not expanding the space, try this: Also most of its water is supplied from the Chinese mainland and trading of water permits is coming. Air pollution from vehicles and coal combustion is estimated to have killed 500,000 Chinese in 2003. I used these examples tonight in my presentation. Guests included people from private equity, from the world of business schools and universities, from community involvement organizations, from major Chinese family trading companies and other large private businesses. One of the guests, a senior figure in a major transport group, and apparently a great sceptic on these issues, asked me how I defined stakeholders. I explained I did not like the term and preferred to talk about key relationships. "Stakeholders" is about what people think the company owes them. "Key relationships" is about which relationships are material to the success of the business. He said he liked that and would start to use the term in future. Sitting next to me afterwards was a family businessman who owns property companies around the world. He too was sceptical and kept on saying that he did Corporate Social Responsibility (CSR) but it imposes costs. I said it's not really about CSR because a lot of CSR is tokenism. The heart of the matter is values. He is also a non-executive director of one major services business with a strong Asian presence and commented that that business stopped doing well about the same time it adopted CSR policies. In further discussion he said of course the real problem is that they took over an American business which took them away from their traditional core. Wasn't that a case of business losing out when it forgot its core values, I asked....yes he thought he agreed it probably was! 6 November 2007 “I met this guy who had worked out that what we really need is world government. He argued that the only way we are going tackle climate change and similar problems is by electing a global government with the mandate to do so. “ I thought back to what I had read that day in the newspapers. There was the news of the final British Airways flight out of An unfair example perhaps? We do things so much better back in Back to the newspapers. Another government IT project had gone wrong in the What a curious idea of accountability the civil servants and ministers have demonstrated. What about We have a long way to go to introduce into government the kind of accountability that the global marketplace takes for granted. Why people imagine that any superstructure as elaborate and remote as a global government would be free of these flaws, I cannot imagine. The market is not perfect. Far from it. But the market, underpinned in 90% of the world by the free media, imposes disciplines that make events like this less likely. This leaves us back where we were, with what the social scientists call a collective action problem. Most of us, it would appear, want to see solutions to climate change, although interestingly according to a recent HSBC poll (insert reference) the Indians, Brazilians, Chinese and Mexicans see this as being a lot more urgent than the British or the Americans. Businesses need to act and they are – but they need the fiscal frameworks, from a new We all depend on each other. We all need to play a concerted part in putting together the coalitions and the new sets of rules and practices that gives us some hope of stabilising carbon emissions below 450 ppm. Al Gore described the problem with eloquence. Now we need to describe the solution with the same power, by telling story after story of successful combinations and coalitions. In ‘Tomorrow’s Global Company – challenges and choices’ we tell a few of these stories. Our new website – to be launched shortly – will tell many more. Stuart Hart in his recently republished book ‘Capitalism at the Crossroads’ is an excellent source – the account in the first edition of SC Johnson and pyrethrum growers of 2 March 2007 Have we got the balance right? It was a good party. We toasted the first independent decade of work by Tomorrow’s Company. One individual remembered was Dick Onians - a venture capitalist of rare imagination. He raised money from those with private wealth and he invested it in fledgling technology businesses to create and grow those with a big future. But the talk later was of a different style of investment altogether. Private equity deals are getting bigger. Any quoted company, whatever its size, is becoming a target. Just look at Blackstone’s £19.7bn buy-out of Equity Office Properties. Depending on who they are and what they are buying these private equity groups offer a package that lies somewhere between turnaround, re-engineering, managing for cash, and asset stripping. When I meet experts on private equity, they tell me not to worry. It will only get a return if the underlying business proposition is sound. People running businesses on sound principles have nothing to fear. Private equity brings to bear an important discipline: the need for an exit concentrates the minds of managers. I certainly celebrate the richness of capitalism, the creative destruction that goes with investment and the ultimate test of the market as the judge of your contribution. But have we got the balance right? This concern was aired by Sir Stuart Hampson the retiring Chairman of John Lewis in a recent piece in the FT: “The private equity funds have undoubtedly shown how money can be released and companies can be restructured, but large question marks still hang over whether such restructuring is a recipe for long-term survival.” I suggest that the first thing we need from the private equity industry is transparency. Let them say what interest they have in the underlying business for which they are bidding. What is their typical timetable? Do they intend to behave like owners? How does a private equity company with finite ownership horizon see its contribution to climate change? Is it factoring carbon efficiency into the slide rule that it runs over its targets? 26 September 2006 So Did you hear the critic on the It is surprising how some evangelists of the market have so little faith in the market. Does he really think that businesses and consumers will just ignore price signals ? To me one of the most remarkable and powerful features of business is its power to adapt and to improvise. The history of capitalism is a history of adaptation. Last week, together with Business in the Community and the The CPI* are now going to train 1000 ambassadors, whom Al gore will train to deliver versions of this presentation. I met people from Unipart, longstanding foundation members of Tomorrow’s Company, who described the steps they were taking across the business from company car to energy saving measures to act on the messages from Al Gore. I had one question for the coming generation who made up a third of the audience and included representatives of the UK Youth Parliament. Who do you think are the agents of change in all this? Companies can do their bit. As consumers we do our bit. But what about the vital role of government? And – if we do agree that government can play a decisive part, what about political pressure so that no party dares to face the electorate without a programme at least as committed as Arnold Swarzenegger’s. Many young people I speak to are still not sure whether it is worth voting. I appealed to them then to reconsider. Too many believe they can make no difference. One said “it’s big business doing all the polluting….our efforts won’t count for much” That’s scarcity thinking. We need an abundance mentality. The truth is that their Get them to see “An inconvenient Truth”. All of us who care about the planet can make a difference. 13 April 2006 The value of lists The 2006 Accountability Rating list for Fortune magazine was recently launched and no doubt had PR departments in major corporations eagerly scrolling down the table to see how they rated in comparison to their business peers. But before the handshakes and backslapping, a fundamental question needs to be asked: do these lists achieve a meaningful purpose or are they simply a form of beauty pageant for the usual suspect organisations? The point was made recently by the writer/journalist, David Vigar in our recent report from the Wilton Park conference that all too often the debate surrounding the social role of organisations is confined to a narrow band of academics, think-tanks, consultancies and a selected few members of the business community. Anyone who attends a handful of conferences devoted to CSR realises that it is consistently the same faces they see. The wider public who are often referenced as having widespread mistrust of organisations are absent from the debate. New lists and indices that are emerging at an increasing rate are doing little to address this disconnect. The methodologies employed are often complex and confusing which is hardly surprising considering that there are virtually no universal agreed upon tools by which to quantify the social/sustainability data being analysed. In addition, nearly every list draws is component companies from sources that practically guarantee that the list will be dominated by major US multinationals and perhaps a few global multinationals. This despite the fact that more than 55% of This creates a problem for companies since much of the current motivation for their increasing social profile has been an attempt to close the perceived gap between their operations and the wider community and stakeholders they serve.
While the current efforts to try and develop methods of comparability on social/sustainable performance are laudable, they won’t close this gap. For this to happen, companies need to be open about their mistakes, relate their issues to lives of ordinary people and push back at consumers and critics in a way that makes them address the uncomfortable truths about their own behaviours. The rapprochement process would begin if there were a focus on values. Namely, what are the values that underpin the way a company does its business? And to what extent does a company live these values? These questions are very difficult to answer within a standardised research framework. But understanding how an organisation embodies its values is a more powerful tool for engaging the wider stakeholder audience because it presents us with fundamentals that every human can relate to. Every mature human has a set of values that it uses as a moral compass to navigate through life’s ethical minefields. By articulating its values, a company can demonstrate its humanity and challenge individuals both inside and outside the organisation to recognise the difficulty in reconciling everyday actions with a core set of principles. 2 January 2006 There is confusion in the use of the word. Indeed for a long time my question of those who use the term “triple bottom line” is whether in the economic part of that triple bottom line they are actually taking about the company’s creation of value to secure its own future or whether it is the company’s economic impact on society through investment and job creation. That confusion is reflected in the current debate about the Operating and Financial Review. It is nearly eight years since we in Tomorrow’s Company first developed our blueprint for the kind of forward looking report that focused the mind of the company and its investors on the future drivers of success. We argued that such a report was much more than a mere narrative on the numbers, and quite distinct from any social or environmental report. It would be the place where the company spoke about where it has come from, where it was going, and what were the future constituents of its success. As such the report would be about the company’s purpose, values and relationships – the heart of any company. For the last seven years this has been taken up by the government as part of the Company Law Review. It eventually evolved into the proposal for a statutory Operating and Financial Review (OFR). Some combination of short sighted lobbyists from business trade associations, and poorly informed advisors in the Treasury, led the Chancellor of the Exchequer to announce to the CBI Conference that he was abolishing the regulation introduced by his opposite number in the Department of Trade and Industry a year earlier. The argument used was that the cost of auditing the OFR would have been onerous for the medium to large companies doing it. The experience of many companies (admittedly mostly larger ones) who have gone this way already is that this reporting process helps them make better decisions. Anyway if that had been the worry, a much simpler solution would have been to raise the threshold of companies required in the first few years to complete and audit the OFR. Instead the Treasury has created a mess - a condition of regulatory blight. There is underneath the OFR skin an EU Modernisation directive that companies will have to comply with: in its careless impulse to make business feel it has been given a bit of deregulation, the Treasury has actually increased regulatory confusion. It is impossible to understand how any organisation, let alone the government, can through one of its branches make such an ill-informed decision which flies in the face of the work already done by colleagues in another of its branches. I have nothing but praise for the careful way the Department of Trade and Industry has consulted on this issue over many years. Next time they invite business in for a consultation on long term change they are going to find it hard to persuade people to spend time on something that can so quickly be kicked away by another branch of government. Now the task is to ensure that we help companies find their way through the regulatory fog to some clarity of understanding of what forward –looking guidelines they need to follow in order to be safe from the accusation that they have short changed their shareholders. I’m working with a range of people from investors, companies, accountants and others to try to achieve that clarity. But it’s still worth remembering that there is a clear difference between this kind of report, which is focused on the durability of the enterprise, and a report which talks about a company’s impacts on the sustainability of the planet. The first is important. The second is urgent and vital. The first may contribute to the second, but they are different. Mark Goyder 15 August 2005 One of them is looking at a set of slides – “Culture change” is spread across them. The other has his daybook out. “Need to change” is written across the top. How often, I ask myself, do I hear members of management teams say: “We need to change our culture”. In contrast, you hear the employees say: “That boss of mine has no idea what is going on” or “Head office has told us to do it this way – no idea why! It’s going to cost them millions but they won’t be told”. My lap top screen is dusty: I look for something to clean it and my eye falls on the message on the Pret a manger napkin. It says: “Like bread, coffee beans go stale. Big coffee companies keep schtum about this. ..Imagine if all milk was long life simply because it suited the distributors. Anyway we get Just Roasted delivered every day…Our Barista Council is obsessive. Our milk is organic and has been for yonks.” And I think…that’s brilliant, authentic communication. That’s not the language of men in suits with PowerPoint presentations urging culture change. That’s a company that has addressed reality about the things that stand in the way of excellence. And presumably been stirred into doing so by the demands of its own baristas. Well, almost authentic! Aren’t Pret part-owned by McDonalds? So they are a big company. They are actually a global company! They just happen to be part of a global company that doesn’t compromise the value of its assets by ignoring awkward facts about coffee beans. Say global company and what is the first thought that comes into your head? I bet it’s not “listening/responsive/open to new ideas”. Our stereotypes are wrong. Global companies have to foster all the above qualities to survive. We the stakeholders need to look harder at what it takes to be a global company. Global companies need to listen harder – certainly – but also to communicate better the wonderful innovation that they foster every year. And so to the last line of the Pret napkin, which says: “We have four compelling, indeed captivating passion facts about prêt coffee. If you are bored, let them inspire you” Now that is a let down. That is devalued language. Nobody’s perfect: the barista council told Pret a manger that the coffee beans were not always fresh. Well here’s one customer saying “Come on Pret, what about the language? That can go stale too!" Mark Goyder
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