actualités internationales Gouvernance objectifs de l'entreprise Structures juridiques
Retour sur Danone et l’entreprise à mission
Ivan Tchotourian 9 mars 2021 Ivan Tchotourian
Bel éditorial du journal Le Monde du 3 mars 2021 sous le titre « Danone : la pression de rendements insoutenables ».
Quand, en juin 2020, Emmanuel Faber est parvenu à faire de Danone le premier groupe coté de taille mondiale à se doter du statut juridique d’entreprise à mission, le volontarisme du PDG avait ouvert de nouvelles perspectives sur l’évolution du capitalisme. L’entreprise n’avait plus pour unique horizon le retour sur investissement des actionnaires, elle devait parallèlement se fixer des objectifs sociaux et environnementaux ambitieux. Huit mois plus tard, la crise de gouvernance que traverse le géant des produits laitiers et de l’eau en bouteille résonne comme un dur rappel aux réalités de la primauté des actionnaires sur les autres parties prenantes : salariés, consommateurs, fournisseurs et citoyens.
Lundi 1er mars, sous la pression de deux fonds d’investissement, le conseil d’administration de Danone a réduit les responsabilités d’Emmanuel Faber. Le patron se voit retirer la direction opérationnelle pour se concentrer uniquement sur la présidence du groupe. Cette dissociation des fonctions vise à répondre aux inquiétudes des actionnaires sur les performances de Danone. Le cours de Bourse a chuté d’un quart en 2020, tandis que sa rentabilité reste inférieure de quatre points à celle de ses principaux concurrents comme Nestlé ou Unilever qui affichent des marges autour de 18 % du chiffre d’affaires.
Même si les deux fonds n’ont pas obtenu entière satisfaction dans la mesure où ils réclamaient le départ pur et simple du PDG, la décision de limiter le pouvoir d’Emmanuel Faber révèle ainsi la difficulté de concilier les intérêts des actionnaires, qui réclament un niveau de rendement maximum, avec une croissance plus responsable. Déjà, en novembre 2020, l’exercice avait montré ses limites lorsque Danone avait annoncé la suppression de 2 000 emplois malgré un bénéfice net stable sur l’année à près de 2 milliards d’euros.
Emmanuel Faber n’est, certes, pas exempt de tout reproche. En interne, son exercice du pouvoir, autoritaire et solitaire, fait grincer des dents. Quant à sa stratégie, qui consiste à réorganiser le groupe par pays et non plus par marque pour mieux répondre aux attentes locales des consommateurs, elle suscite le scepticisme des cadres d’un groupe qui s’est construit sur le marketing. Les actionnaires peuvent être fondés à exprimer des critiques sur ces choix et sur cette concentration des pouvoirs.
Interrogation sur la soutenabilité des exigences
En revanche, au-delà du cas particulier de Danone, cette crise amène à s’interroger sur la soutenabilité des exigences de rentabilité des fonds d’investissement. Est-il raisonnable que les rendements des entreprises restent aussi élevés que dans les années 1990, alors qu’entre-temps les taux d’intérêt à long terme sont tombés à zéro et que le rythme de la croissance économique a singulièrement diminué ?
Hormis dans certains secteurs innovants ou dans celui du luxe, de tels retours sur investissement ne peuvent être obtenus impunément. Sur le plan environnemental, ils conduisent à générer des dommages qui sont incompatibles avec ce que la planète est capable de supporter. Sur le plan social, ils ont abouti, ces dernières années, à une déformation spectaculaire du partage de la valeur au détriment des salaires.
Fonds de pension et fonds souverains arbitrent de plus en plus leurs investissements en fonction de critères sociaux et environnementaux. Mais tant que cette évolution ne s’accompagnera pas d’une modération des rendements exigés, le développement durable s’en trouvera d’autant limité.
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Gouvernance Normes d'encadrement
COVID-19 : la réécriture de la gouvernance d’entreprise
Ivan Tchotourian 10 décembre 2020 Ivan Tchotourian
Très beau papier dans le Harvard Business Review : « Covid-19 Is Rewriting the Rules of Corporate Governance » (de Mme Lynn S. Paine). Ce billet montre tout l’impact de la pandémie sur la gouvernance d’entreprise…
Extrait (long) :
Since the onset of Covid-19, corporate boards have faced a string of difficult decisions. Take the question of dividend payments: Ordinarily, the decision would be a relatively straightforward matter of applying a stated dividend policy, following past practice, or choosing an amount based on shareholder expectations and the company’s earnings for the period. But this year, with Covid-19 decimating the economy and looming uncertainty about the depth and duration of the crisis, the decision became a complex matter of weighing and balancing multiple factors — at least for companies flush enough to consider it at all.
Boardroom dividend discussions ranged over a series of considerations: the equity and symbolism of returning cash to shareholders at a time when employees were being laid off or furloughed; the potential future opportunities gained (or lost) by following (or going against) government calls for dividend cuts; the reputational and signaling effects of maintaining versus suspending or reducing the dividend; the expectations of shareholders and the proportion reliant on dividend income; the company’s cash position and strategic plans; and what would be prudent in the face of extreme uncertainty. A decision that would typically require only a few minutes of board discussion — if that — became an hour-long (or more) deliberation. And then there was the discussion about how to explain the decision in the company’s public communications.
In the end, some boards decided to maintain the dividend. Others decided to suspend or reduce it. In the U.K. and Europe, where policy makers and central banks urged cuts, the major banks and many companies followed their guidance. In the U.S., most of the large banks committed to maintaining their dividends, though authorities and experts disagreed about the wisdom of that choice. Whatever the final decision, however, the process of reaching it was far from straightforward.
This is just one example of the reality that boards are facing as a result of Covid-19. The new environment is characterized by an increasingly complex set of pressures and demands from various stakeholder groups, heightened expectations for societal engagement and corporate citizenship, and radical uncertainty about the future. These factors are complicating board decision-making and challenging the shareholder-centric model of governance that has guided boards and business leaders for the past several decades.
The shareholder-centric model, which is based on what academics call “agency theory,” appears to be giving way to a richer model of governance that puts the health and resilience of the company at its center. The pandemic has made all too clear that society depends on well-functioning companies to meet its most basic needs — for food, shelter, communication, you name it — and that companies do not exist solely to maximize returns to shareholders. It follows that boards, which by law are a company’s governing body, should be concerned not just with returns to shareholders, but with the full range of factors that enable the company to create value over time. Paradoxically, this enlarged purview does not diminish boards’ accountability to shareholders, but it does imply changes in the nature and scope of that accountability.
Whether Covid-19 is truly an inflection point for corporate governance is yet to be seen, but there is no doubt that the pandemic has challenged core premises of the agency-based model of governance in ways that have important implications for boards. In this article, I discuss several of these challenges and suggest five ways the board’s job is likely to change in the post-Covid era. As boards go through their annual self-assessment process, they will want to review their capabilities and readiness in each of these areas.
More Structured Attention to Stakeholders
Shareholder primacy is the cornerstone of the agency-based model of governance, but if the pandemic has shown anything, it is the importance of each and every stakeholder group to a company’s ability to function, let alone thrive and succeed over time. In the face of Covid-19, some companies struggled because their customers disappeared. Others saw their workforce reduced to a skeleton crew of essential employees. Still others grappled with supply chain disruptions, unsustainable debt, or insufficient capital to fund their operations. Since the onset of the crisis, it has become common practice for management to update the board on the situation regarding each stakeholder group, and many boards and senior leaders have declared the health and safety of employees and customers to be their top priority. Some investor groups as well have weighed in on behalf of putting employees first during this perilous time.
The crisis has validated the logic of interdependence behind the Business Roundtable’s 2019 statement on corporate purpose, in which 181 CEOs pledged a commitment to each of five stakeholder groups — customers, employees, suppliers, communities, and shareholders — and reversed its endorsement of shareholder primacy. Coming out of the crisis, boards and senior leaders will find it even harder to say that shareholders — or, for that matter, any stakeholder group — has standing “primacy” over all the others. The crisis has demonstrated that the “primacy” of one group or the other cannot be fixed once-and-for-all. In the life of a company, there are times when employee interests must come first, times when customer interests should take priority, times when public need is paramount, and times when the interests of shareholders should be the prime concern. As reactions to Covid-19 showed, much depends on the nature of the interests at issue and the circumstances of the company.
These lessons from Covid-19 imply a more active role for boards in monitoring companies’ relationships with their core stakeholders. That may mean asking management to continue the Covid-born practice of periodic reporting to the board on the status of each group or, more formally, to establish goals and a reporting process that will allow the board to track the company’s performance for its stakeholders more systematically over time. Boards will also want to take a more active role in ensuring that tradeoffs among the interests of its various stakeholders are handled in a way that is consistent with its obligations to these groups and with the long-term health of the company. For that, it will be important for directors to have a shared understanding of the company’s purpose and strategy, as well as a framework defining the company’s stakeholders and responsibilities to each.
Many companies say they have commitments to all of their stakeholders, and that may well be true. But few boards have a structured process for overseeing those commitments or for tracking the company’s performance for its non-shareholder stakeholders. If they do, it is not something that is regularly reviewed and discussed in the boardroom in the way that performance for shareholders is regularly reviewed and discussed. To the extent that stakeholder concerns come into strategy or M&A decisions, it tends to be somewhat ad hoc or by exception rather than a routine part of the analyses that boards receive.
In the wake of Covid-19, boards will likely face increased pressure to incorporate stakeholder perspectives and voices, especially those of employees, into their oversight and decision processes. They will also be challenged to show that the company is performing well for all its stakeholders. External pressure aside, boards that have learned from Covid-19 will want to do this for their own purposes.
More Attention to How Business and Society Intersect
The pandemic has brought home the tight connection between business and society, and underscored the threat posed by risks stemming from large-scale societal problems that proponents of the shareholder model have traditionally regarded as outside the purview of business. The pandemic has shown that, theory aside, companies cannot so easily disconnect themselves from society-at-large.
Covid-19 started as a public health crisis and quickly evolved into a financial and economic crisis of epic proportions. As the virus made its way across the globe, few, if any, companies were spared. Some saw demand for their offerings collapse overnight, while others faced a deluge of orders. Many had to invent new ways of working in a matter of days, if not hours. Stock prices plunged and then fell into a pattern of unprecedented volatility. In the face of uneven and, in some cases, ineffective responses by governments and with economic recovery dependent on stemming the public health crisis, many companies stepped up to fill the gap even as they struggled with their own problems. In the many meetings and updates during this period, directors found themselves reviewing management’s plans not only for steering the company through the crisis but also for helping combat the virus or aid in the relief effort.
Many companies rose to the occasion, retooling their production lines to make needed equipment, providing open access to otherwise proprietary information, offering their facilities or services to health authorities, or bringing their capabilities to bear on the crisis in other ways. Others acquitted themselves less well, and got caught in the public’s crosshairs for seeking to take advantage of government programs intended for those less fortunate. Many boards and senior leaders were forced to grapple with vexing questions of public responsibility at the same time that they were struggling with a crisis for which they were ill prepared.
For at least a decade, calls have been mounting for business to help address systemic concerns such as increasing income and wealth inequality, environmental degradation, climate change, racial and ethnic discrimination, declining public health and education, rising corruption, deteriorating public institutions, and, yes, increasing risk of pandemics. While some business leaders have heeded the call and found innovative ways to help address these problems, many others have looked the other way or defined the problems away as “social issues” or what economists calls “public goods” problems and therefore, by definition, outside the scope of their legitimate concern as business executives and fiduciaries for their shareholders.
Covid-19 has shown that these issues are not only legitimate areas of concern for business but also, and more importantly, sources of both risk and opportunity. Like market forces, societal forces can profoundly affect the business and competitive environment. Coming out of the crisis, boards will want to work with their company’s leaders to ensure that the company’s risk management and oversight systems encompass the risks arising from these large-scale societal problems. They will also want to ensure that the company’s strategic planning and resource allocation processes take these problems into account, so that the resulting activities, at a minimum, do not exacerbate these problems and, ideally, help to ameliorate them.
In the wake of Covid-19 boards can expect institutional investors, governments, and the general public to renew their calls for companies to pay more attention to societal problems and to take a more active role in helping address them. By the same token, boards themselves will increasingly be expected to oversee the business and society interface. Instead of being the exception, robust oversight over sustainability, corporate responsibility, societal engagement, corporate citizenship, ESG — whatever you want to call it — will become the rule.
More Comprehensive Approach to Compensation
The pandemic has laid bare glaring disparities in pay across society and within companies. It also has brought to the surface several problems with the shareholder model’s traditional pay-for-performance paradigm, most notably its indifference to issues of equity (in the sense of fairness, including across gender and race) and to externalities such as impacts on third parties and the environment. The pandemic has also tested the paradigm’s suitability for conditions of extreme uncertainty when the motivational theories behind it are difficult to implement.
In its classic formulation, the paradigm defines “performance” solely in terms of returns to shareholders and treats pay as a tool to motivate executives to act in ways that will maximize those returns. In practice, this has evolved into a system in which boards set targets for actions or outcomes that they think will lead to shareholder returns and offer executives the prospect of large rewards in the form of cash or stock if — but only if — they achieve the targets. According to the theory, the prospect of the reward motivates executives to work harder than they would otherwise to achieve the targets.
What should boards do, though, when a surprise downturn renders the targets irrelevant, which is what happened in the pandemic? When revenues collapsed in the wake of the lockdown, targets that boards had set just a few months earlier to determine eligibility for cash bonuses and stock awards became instantly unachievable. Given the large proportion of executive pay dependent either on meeting the pre-set performance targets, boards were confronted with the problem of retaining and motivating the executives whose talents were sorely needed to see the company through the crisis. At the same time, the obvious solution of adjusting targets downward seemed to make a mockery of the whole notion of pay for performance, especially considering that targets are never adjusted upwards when unexpectedly favorable conditions make them easy to achieve. And few directors relished the idea of protecting the pay of those at the top while those same managers were simultaneously laying off or furloughing large swaths of the workforce during a time of general hardship.
The dilemma was all the more acute because of the gross disparities in pay between executive and management employees and those on the front lines in positions deemed essential to society’s functioning during the crisis. These “essential” workers not only bore the brunt of potential exposure to Covid-19, but they also tended to be the least well paid and the most vulnerable to health and financial risk.
Boards and senior leaders navigated this thicket in various ways. Some executives took temporary pay cuts in an effort to show solidarity with employees. Some companies handed out special one-time bonuses to those on the front lines. Some boards have, indeed, adjusted targets and thresholds downward, repriced options, or given executives new shares or stock options. But it is clear that these measures, while responsive to the moment, do not solve the larger problems of compensation design revealed by the pandemic.
For years, textbook teaching has held that boards should design pay so as to align the interests of executives with those of shareholders and that high-powered incentives are necessary to motivate executives to do their jobs. These ideas have created a system that is now deeply entrenched in practice even as research has revealed its flaws and even as enlightened shareholders have themselves called for tying pay to a broader set of factors linked to the company’s strategy, environmental impact, or social performance. Before the pandemic some boards were heeding the call, adding new measures of performance or otherwise seeking to align pay not just with short-term shareholder returns but with the longer-term health of the company and the needs of society. A few had linked executive pay with reductions in carbon emissions or with diversity and inclusion measures. With Covid-19 and the reckoning over racial inequity fueling new and more urgent calls for economic justice, it is only a matter of time before boards will be asked to justify the compensation paid not only to their top executives but also to rank-and-file employees, and to do so not just to shareholders but also to the broader public.
As the social and economic context continue to evolve, compensation committees will want to broaden their mandate beyond executive pay to include oversight over compensation policies across the organization. They will also want to make sure that their compensation programs are aligned with the company’s strategy and societal commitments, perceived internally as fair and equitable, and well suited for what is likely to be continuing market uncertainty.
More Deliberative Decision-Making
As noted earlier, Covid-19 has complicated board decision-making and made it less amenable to general rules and simple formulas. The injunction to “maximize shareholder value” just does not have much purchase when it comes to deciding how much to invest in personal protection equipment to safeguard employees’ health or whether to convert an auto manufacturing line to the production of ventilators for a nation in need. Indeed, the pandemic has called into question many pre-crisis decisions that were taken in the name of maximizing shareholder value but that left those companies strapped for cash, saddled with debt, or otherwise ill-equipped to cope with the damage wrought by Covid-19. In this new environment, boards are increasingly having to rely on qualitative judgments in forming opinions and reaching decisions.
To be sure, the decisions that boards are called on to make have always required some measure of qualitative judgment. Adages aside, the numbers frequently do not speak for themselves, and many issues that rise to the board are not amenable to resolution through financial analysis or other quantitative techniques. That’s why deliberation and debate have always been important in the boardroom and why the capacity to engage in such discussion is a critical skill for board members.
The pandemic, however, has amplified the importance of judgment and, correspondingly, increased the amount of time that boards are spending in deliberative discussions exploring different options and weighing competing considerations and perspectives. That’s, in part, because boards are having to deal with novel issues and matters for which they have no precedent or policy. Before the pandemic, for instance, few companies had policies and guidelines on virtual shareholder meetings, so when they emerged as a possibility, boards had to explore and assess the alternatives and implications quickly and carefully.
But the increased need for deliberative discussion is also a result of changes in the context that have upended pre-Covid business models. Fractured strategies, heightened uncertainty about the future, increased scrutiny from multiple audiences, and the need to perform well for all stakeholders — all of these factors are making it necessary for boards to consider a richer and more varied set of inputs and perspectives.
Consider the dividend decision discussed earlier: Instead of focusing just on the company’s cash position and shareholder expectations, boards had to consider the perspectives of employees, governments, and the public, and of differing groups of shareholders — and each group’s likely reactions to the various possible decisions. Boards also had to consider issues of fairness and the possible ramifications of taking action that might be perceived as unfair to the public or to employees, especially if the company was expecting to benefit from government assistance programs. Boards also had to think about alternative scenarios for how the pandemic might evolve and what those scenarios implied for the company’s strategy and future cash needs. Through a process of deliberation, these differing factors and perspectives had to be weighed and prioritized; alternative courses of action examined; and, ultimately, a decision made as to what would be best, all things considered, for the company given its particular situation.
In this and many other areas, Covid-19 has raised the bar on deliberation and judgment in the boardroom, but the underlying factors driving this development will most certainly outlive the pandemic. Companies will continue to face a complex and uncertain environment in which they are nevertheless expected to meet multiple objectives and answer to a diverse group of audiences. As boards work with management to chart the company’s post-Covid strategy and allocate resources as between current and future needs of the business, they will need to spend more time considering the claims of different stakeholders and reviewing the potential impacts of their decisions under various possible future scenarios. They will also need more and better information to support these discussions.
This analysis suggests that a board’s ability to deliberate in a thorough and thoughtful, but efficient, manner and come to a considered conclusion will be a critical aspect of its effectiveness in the post-Covid era. As of today, directors and boards vary widely in their appetite and capacity for this sort of discussion. Board chairs, as well, differ in their ability to facilitate it. This is another area in which forward-thinking boards will want to assess themselves and, if needed, take steps to raise their game.
More Attention to Board Composition and Director Race and Ethnicity
The pandemic’s disparate effects and ensuing national outcry over racial inequity have put a spotlight on board composition, especially as it relates to directors’ race and ethnicity, a topic on which the agency-based model has been ambivalent at best. In his classic article on corporate social responsibility, economist Milton Friedman portrays the ideal “agent” (the theory’s term for a director or manager) as a generic male wholly devoted to maximizing the wealth of shareholders to the point of suppressing his own personal commitments — and even his responsibilities to family and community. In other words, the theory regards directors’ identities and personal characteristics as largely irrelevant for their roles.
This void in theory has been filled in practice by a custom of appointing directors with backgrounds as CEOs or CFOs, positions traditionally held by white men, and of drawing board candidates from existing directors’ own networks. The result has been a self-perpetuating system of boards populated mainly by white men of a certain seniority and background. Over the past decade, the gender disparity has been moderated somewhat by the push for more female directors. According to a study of Russell 3000 companies by Institutional Investor Services (ISS), the percentage of board seats filled by women went from 9% in 2009 to 19% in 2019. But racial and ethnic disparities persist and they are stark. Another ISS study found that only about 12.5% of directors at the nation’s 3,000 largest companies are members of racial or ethnic minorities, even though these groups make up 40% of the U.S. population. According to a 2019 study by Black Enterprise, nearly 38% of S&P 500 companies have no black directors on their boards.
A board’s role is to provide strategic guidance and oversight, and directors must bring the appropriate skills to address a company’s specific business needs and circumstances. The pandemic and the national awakening to racial inequities in all walks of life have made it abundantly clear that a diversity of experience and perspective in the boardroom is also crucial for boards to do their job. Monitoring the company’s relationships with its stakeholders, assessing strategy, overseeing risk, reviewing societal engagement, assessing pay practices, overseeing management’s diversity and inclusion efforts — these are just a few of the standard board tasks for which the insights of directors from different racial and ethnic groups would appear to be essential inputs. Studies have shown that the addition of female directors has altered board discussions and made them more robust. The addition of more directors from underrepresented groups is likely to have a similar effect.
Quite apart from the benefits to companies and from the moral case for affording individuals of all races and ethnicities the opportunity to be considered for board positions, the inclusion of directors from minority communities is also important for combatting the racial inequities that cut across society. Experts say that the pandemic’s disproportionate effects on African Americans and other underrepresented minorities are driven in no small part by social and economic disadvantages borne by these groups. These disadvantages are unlikely to be rectified until more leaders who understand these problems occupy positions of power and influence in business and the boardroom.
Pressure to take action continues to mount. Institutional investors are already calling on boards to disclose their plans for adding Black and other underrepresented directors to their ranks, and at least one shareholder lawsuit has been filed against directors alleging breach of fiduciary duty based on the board’s lack of racial diversity. California lawmakers recently passed a bill that would require the boards of publicly traded companies with headquarters in that state to appoint at least one director from an underrepresented community by 2021. Some companies have pledged to add Black or other underrepresented directors of their own accord.
Boards that have not done so will want to review their director skill matrices and their board succession plans with an eye to enhancing racial and ethnic diversity in a way that is consistent with the company’s strategy and the board’s need for other types of diversity — industry, geographic, domain expertise, gender, and the like. For many boards, it will be necessary to develop new channels for identifying talent, new approaches to onboarding directors, and more deliberate processes for building board cohesion in order to achieve their goals and realize the benefits of having a board whose membership is truly diverse.
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actualités internationales Gouvernance Normes d'encadrement objectifs de l'entreprise Responsabilité sociale des entreprises
Profit Keeps Corporate Leaders Honest
Ivan Tchotourian 9 décembre 2020 Ivan Tchotourian
Article amenant à réfléchir dans le Wall Street Journal de Alexander William Salter : « Profit Keeps Corporate Leaders Honest » (8 décembre 2020).
Extrait :
(…) As National Review’s Andrew Stuttaford notes, this vision of wide-ranging corporate beneficence introduces a host of principal-agent problems in ordinary business decision-making. Profit is a concrete and clarifying metric that allows shareholders—owners—to hold executives accountable for their performance. Adding multiple goals not related to profit introduces needless confusion.
This is no accident. Stakeholder capitalism is used as a way to obfuscate what counts as success in business. By focusing less on profits and more on vague social values, “enlightened” executives will find it easier to avoid accountability even as they squander business resources. While trying to make business about “social justice” is always concerning, the contemporary conjunction of stakeholder theory and woke capitalism makes for an especially dangerous and accountability-thwarting combination.
Better to avoid it. Since profits result from increasing revenue and cutting costs, businesses that put profits first have to work hard to give customers more while using less. In short, profits are an elegant and parsimonious way of promoting efficiency within a business as well as society at large.
Stakeholder capitalism ruptures this process. When other goals compete with the mandate to maximize returns, the feedback loop created by profits gets weaker. Lower revenues and higher costs no longer give owners and corporate officers the information they need to make hard choices. The result is increased internal conflict: Owners will jockey among themselves for the power to determine the corporation’s priorities. Corporate officers will be harder to discipline, because poor performance can always be justified by pointing to broader social goals. And the more these broader goals take precedence, the more businesses will use up scarce resources to deliver diminishing benefits to customers.
Given these problems, why would prominent corporations sign on to the Great Reset? Some people within the organizations may simply prefer that firms take politically correct stances and don’t consider the cost. Others may think it looks good in a press release and will never go anywhere. A third group may aspire to jobs in government and see championing corporate social responsibility as a bridge.
Finally, there are those who think they can benefit personally from the reduced corporate efficiency. As businesses redirect cash flow from profit-directed uses to social priorities, lucrative positions of management, consulting, oversight and more will have to be created. They’ll fill them. This is rent-seeking, enabled by the growing confluence of business and government, and enhanced by contemporary social pieties.
The World Economic Forum loves to discuss the need for “global governance,” but the Davos crowd knows this type of social engineering can’t be achieved by governments alone. Multinational corporations are increasingly independent authorities. Their cooperation is essential.
Endorsements of stakeholder capitalism should be viewed against this backdrop. If it is widely adopted, the predictable result will be atrophied corporate responsibility as business leaders behave increasingly like global bureaucrats. Stakeholder capitalism is today a means of acquiring corporate buy-in to the Davos political agenda.
Friedman knew well the kind of corporate officer who protests too much against profit-seeking: “Businessmen who talk this way are unwitting puppets of the intellectual forces that have been undermining the basis of a free society these past decades.” He was right then, and he is right now. We should reject stakeholder capitalism as a misconception of the vocation of business. If we don’t defend shareholder capitalism vigorously, we’ll see firsthand that there are many more insidious things businesses can pursue than profit.
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Gouvernance objectifs de l'entreprise Responsabilité sociale des entreprises Structures juridiques Valeur actionnariale vs. sociétale
Entreprise à mission : le cas Danone
Ivan Tchotourian 9 décembre 2020 Ivan Tchotourian
Belle analyse de M. Stéphane Lauer sur LinkedIn : « Danone, entreprise à mission… impossible » (30 novembre 2020).
Extrait :
Le capitalisme bien ordonné
Mais le 23 novembre, face au recul de son cours de Bourse et à la chute des ventes d’eau en bouteille à cause de la crise liée à la pandémie, Danone a été obligé de rentrer dans le rang du capitalisme bien ordonné. L’amélioration de la compétitivité redevient la priorité au détriment des emplois, dont un quart doit disparaître dans les sièges sociaux pour économiser plusieurs centaines de millions d’euros.
Danone est-il au bord du dépôt de bilan ? Pas vraiment. Le groupe a versé 1,4 milliard d’euros de dividendes au titre des résultats de 2019, tandis qu’au premier semestre, les bénéfices se sont élevés à plus de 1 milliard d’euros, permettant de dégager une marge de 14 % du chiffre d’affaires. « La protection de la rentabilité d’une entreprise est fondamentale », explique le PDG. Certes, mais jusqu’où ?
La question fondamentale est celle du juste partage de la valeur. Est-il raisonnable que les rendements des entreprises restent aussi élevés que dans les années 1980 alors qu’entre-temps les taux d’intérêt à long terme sur les dettes publiques sont tombés à zéro et que la croissance a été divisée par deux ? Une rentabilité des fonds propres aux alentours de 15 % a-t-elle un sens dans un groupe agroalimentaire qui n’est ni une star de la high-tech ni un géant du luxe ? Des taux de marges d’un tel niveau sont-ils compatibles avec la préoccupation de rémunérer équitablement les producteurs de lait, de continuer à être présent sur certains marchés, de consacrer une part équitable des profits à sa masse salariale ?
Emmanuel Faber répond qu’à partir du moment où ses concurrents proposent des rendements supérieurs, son entreprise ne peut pas se laisser distancer. « Il est pris à son propre piège, estime Patrick d’Humières, consultant en stratégie durable et enseignant à l’Ecole centrale de Paris. S’il ne parvient pas à nouer un pacte avec des actionnaires qui comprennent que la course avec Nestlé ou Coca-Cola ne doit pas être le seul horizon de l’entreprise, le double discours sera compliqué à tenir sur le long terme. »
Au détriment des salaires
Il ne s’agit pas de clouer au pilori Emmanuel Faber. Il a su prendre des initiatives courageuses et ambitieuses sur le plan sociétal en droite ligne avec l’héritage laissé par le fondateur de Danone, Antoine Riboud. En réalité, le dilemme auquel l’entreprise fait face aujourd’hui pose la question du niveau de la rémunération du capital, qui devient de moins en moins soutenable sur le plan social et écologique.
Ces rendements mirifiques qui sont devenus la norme à partir des années 1980 ont fini par aboutir à une déformation spectaculaire du partage de la valeur au détriment des salaires. Logiquement, les rémunérations auraient dû progresser au même rythme que la productivité du travail. Or, depuis 1990, celle-ci a fait un bond de 50 % dans les pays de l’OCDE, alors que les salaires n’augmentaient que de 23 %.
Bien sûr le phénomène a été caricatural aux Etats-Unis, moins sensible en France. Mais le mécanisme reste le même. Pour que les entreprises puissent continuer à servir à leurs actionnaires les rendements exigés, il a fallu comprimer la part accordée aux salariés grâce à la flexibilisation du marché du travail, à la libéralisation à outrance des échanges, à la délocalisation de la production dans des pays à faibles coûts. La contrepartie s’est traduite dans les pays développés par une baisse du pouvoir d’achat, la disparition des emplois intermédiaires. Partout on assiste à la montée des inégalités.
Même constat sur le plan environnemental. Le maintien dans la durée de retours sur investissement artificiellement élevés conduit les entreprises à générer des externalités qui sont incompatibles avec ce que la planète est capable de supporter. « Les entreprises peuvent se déclarer “à mission”, chercher à améliorer leurs performances environnementales et sociales, mais rien de majeur ne changera si le rendement exigé du capital reste aussi élevé », tranchait récemment dans ces colonnes Patrick Artus, chef économiste de la banque Natixis. Patrick d’Humières est encore plus précis : « Il n’y aura pas d’économie durable dans les entreprises cotées si celles-ci ne parviennent pas à convaincre leurs actionnaires qu’ils doivent réduire leur rémunération de quatre ou cinq points. »
De plus en plus de fonds de pension et de fonds souverains arbitrent leurs investissements en fonction de critères sociaux et environnementaux. C’est un progrès décisif, mais si cette évolution ne s’accompagne pas d’une modération des rendements exigés, Danone et d’autres risquent de se transformer en entreprise à mission… impossible.
À la prochaine…
