autres publications Nouvelles diverses Valeur actionnariale vs. sociétale
Socially Responsible Firms : une RSE non antinomique à la maximisation des profits
Ivan Tchotourian 20 janvier 2017
Bonjour à toutes et à tous, c’est un beau papier que proposé sur SSRN et au titre accrocheur « Socially Responsible Firms » (Ferrell, Allen and Liang, Hao and Renneboog, Luc, Socially Responsible Firms (August 2016). European Corporate Governance Institute (ECGI) – Finance Working Paper No. 432/2014). Principale enseignement de cette étude : la problématique de la responsabilité sociétale ne serait pas antinomique avec la primauté de la valeur actionnariale.
The desirability for corporations to engage in socially responsible behavior has long been hotly debated among economists, lawyers, and business experts. Back in the 1930s, two American lawyers, Adolf A. Berle, Jr., and E. Merrick Dodd, Jr., had a famous public debate addressing the question: to whom are corporations accountable? Berle argued that the management of a corporation should be held accountable only to shareholders for their actions, and Dodd argued that corporations were accountable to both the society in which they operated and their shareholders. The lasting interest in this debate reflects the fact that the issues it raises touch on the basic role and function of corporations in a capitalist society.
(…) In our paper, ‘Socially Responsible Firms’, we take a comprehensive look at the CSR agency and good governance views around the globe. By means of a rich and partly proprietary CSR data set with global coverage across a large number of countries and composed of thousands of the largest companies, we test these two views by examining whether traditional corporate finance proxies for firm agency problems, such as capital spending cash flows, managerial compensation arrangements, ownership structures, and country-level investor protection laws, account for firms’ CSR activities. While other studies using a within-country quasi-experimental approach focus on the marginal effect of variation in agency problems, our data and empirical setting enable us to examine its average effect. Based on this comprehensive analysis, we fail to find evidence that CSR conduct in general is a function of firm agency problems. Instead, consistent with the good governance view, well-governed firms, as represented by lower cash hoarding and capital spending, higher payout and leverage ratio, and stronger pay-for-performance, are more likely to be socially responsible and have higher CSR ratings. In addition, CSR is higher in countries with better legal protection of shareholder rights and in firms with smaller excess voting power held by controlling shareholders. Moreover, a higher CSR rating moderates the negative association between a firm’s managerial entrenchment and value. All these findings lend support to the good governance view and suggest that CSR in general is not inconsistent with shareholder wealth maximization.
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Ivan Tchotourian
normes de droit Nouvelles diverses objectifs de l'entreprise Valeur actionnariale vs. sociétale
Primauté actionnariale et Benefit corporation
Ivan Tchotourian 9 janvier 2017
Le Harvard Law School Forum on Corporate Governance and Financial Regulation propose un bel article sous la plume de Frederick Alexander : « Moving Beyond Shareholder Primacy: Can Mammoth Corporations Like ExxonMobil Benefit Everyone? ». Une belle occasion de revenir sur le thème de la Benefit Corporation et de la remise en cause de la primauté actionnariale dont elle peut être la cause…
The New York Times recently took issue with Rex Tillerson, the President-elect’s nominee for Secretary of State, and the current CEO of ExxonMobil. Why? “Tillerson Put Company’s Needs Over U.S. Interests,” accused the front page headline. The article details how the company puts shareholders’ interests before the interests of the United States and of impoverished citizens of countries around the world.
In response, a company spokesman insisted that all laws were followed, and that “‘[a]bsent a law prohibiting something, we evaluate it on a business case basis.’” As one oil business journalist puts it in the article: “‘They are really all about business and doing what is best for shareholders.’” Thus, as long as a decision improves return to shareholders, its effect on citizens, workers, communities or the environment just doesn’t rank.
Unfortunately, this idea—evaluate the “business” case, without regard to collateral damage, permeates the global capital system. Corporations are fueled by financial capital, which ultimately comes from our bank accounts, pension plans, insurance premiums and mutual funds, and from foundations and endowments created for public benefit—in other words, our money. And yet when that capital is invested in companies that ignore societal and environmental costs, we all suffer: Corporations use our savings to drive climate change, increase political instability, and risk our future in myriad ways.
The good news is that structures like “benefit corporations” can help us repair our broken system of capital allocation—but the clock is ticking.
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Ivan Tchotourian
Gouvernance Nouvelles diverses Valeur actionnariale vs. sociétale
Court-termisme : les propositions de The Aspen Institute
Ivan Tchotourian 2 janvier 2017
The Aspen Institute (par l’intermédiaire de The American Prosperity Project Working Group) vient de publier un rapport proposant de contrer le court-termisme qui gangrène les entreprises américaines. Dans « The American Prosperity Project: Policy Framework », le groupe de travail propose 3 pistes de solutions qui sont les suivantes :
- Focus government investment on recognized drivers of long-term productivity growth and global competitiveness—namely, infrastructure, basic science research, private R&D, and skills training—in order to close the decades-long investment shortfall in America’s future. Building this foundation will support good jobs and new business formation, support workers affected by globalization and technology, and better position America to address the national debt through long-term economic growth.
- Unlock business investment by modernizing our corporate tax system to achieve one that is simpler, fair to businesses across the spectrum of size and industry, and supportive of both productivity growth and job creation. Changes to the corporate tax system could reduce the federal corporate statutory tax rate (at 35%, the highest in the world), broaden the base of corporate tax payers, bring off-shore capital back to the US, and reward long-term investment, and help provide revenues to assure that America’s long-term goals can be met.
- Align public policy and corporate governance protocols to facilitate companies’ and investors’ focus on long-term investment. Complex layers of market pressures, governance regulations, and business norms encourage short-term thinking in business and finance. The goal is a better environment for long-term investing by business leaders and investors, and to provide better outcomes for society.
Pour une synthèse de ce rapport de travail, vous pourrez lire cet excellent article d’Alana Semuels dans The Atlantic « How to Stop Short-Term Thinking at America’s Companies » (30 décembre 2016).
There was a time, half a century ago, when what was good for many American corporations tended to also be good for America. Companies invested in their workers and new technologies, and as a result, they prospered and their employees did too.
Now, a growing group of business leaders is worried that companies are too concerned with short-term profits, focused only on making money for shareholders. As a result, they’re not investing in their workers, in research, or in technology—short-term costs that would reduce profits temporarily. And this, the business leaders say, may be creating long-term problems for the nation.
“Too many CEOs play the quarterly game and manage their businesses accordingly,” Paul Polman, the CEO of the British-Dutch conglomerate Unilever, told me. “But many of the world’s challenges can not be addressed with a quarterly mindset.”
Polman is one of a group of CEOs and business leaders that have signed onto the American Prosperity Project, an initiative spearheaded by the Aspen Institute, to encourage companies and the nation to engage in more long-term thinking. The group, which includes CEOs such as Chip Bergh of Levi Strauss and Ian Read of Pfizer, board directors such as Janet Hill of Wendy’s and Stanley Bergman of Henry Schein, Inc., and labor leaders such as Damon Silvers of the AFL-CIO, have issued a report encouraging the government to make it easier for companies to think in the long-term by investing in infrastructure and changing both the tax code and corporate governance laws.
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Ivan Tchotourian
Gouvernance Nouvelles diverses objectifs de l'entreprise
Plus de dividendes et moins d’investissement
Ivan Tchotourian 10 décembre 2016
Article inquiétant d’Olivier Pinaud ans L’Agefi.fr intitulé « Les dividendes prennent le dessus sur les investissements ». Il semblerait que face au ralentissement économique mondial, les entreprises aient décidé de conserver un versement de dividendes toujours aussi importants… et cela au détriment de l’investissement, nécessaire pourtant à la croissance économique et à la survie des entreprises elles-mêmes !
Malgré des perspectives de résultats en baisse, les groupes cotés versent des dividendes dans des proportions toujours plus grandes.
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Ivan Tchotourian
Gouvernance normes de droit Nouvelles diverses Valeur actionnariale vs. sociétale
Enron : 15 ans déjà
Ivan Tchotourian 8 décembre 2016
Dans « Why Enron Remains Relevant » (Harvard Law School Forum on Corporate Governance and Financial Regulation, 2 décembre 2016), Michael W. Peregrine aborde les leçons de l’affaire Enron, 15 ans après. Un bel article !
The fifteenth anniversary of the Enron bankruptcy (December 2, 2001) provides an excellent opportunity for the general counsel to review with a new generation of corporate officers and directors the problematic board conduct that proved to have seismic and lasting implications for corporate governance. The self-identified failures of Enron director oversight not only led to what was at the time the largest bankruptcy in U.S. history, but also served as a leading prompt for the enactment of the Sarbanes-Oxley Act, and the corporate responsibility movement that followed. For those reasons, the Enron bankruptcy remains one of the most consequential governance developments in corporate history.
Enron evolved from a natural gas company to what was by 2001 a highly diversified energy trading enterprise that pursued various forms of particularly complex transactions. Among these were the soon-to-be notorious related party transactions in which Enron financial management executives held lucrative economic interests. (These were the so-called “Star Wars” joint ventures, with names such as “Jedi”, “Raptor” and “Chewco”). Not only was Enron’s management team experienced, both its board and its audit committee were composed of individuals with broad and diverse business, accounting and regulatory backgrounds.
In the late 1990s the company experienced rapid growth, such that by March 2001 its stock was trading at 55 times earnings. However, that rapid growth attracted substantial scrutiny, including reports in the financial press that seriously questioned whether such high value could be sustained. These reports focused in part on the complexity and opaqueness of the company’s financial statements, that made it difficult to accurately track its source of income.
By mid-summer 2001 its share price began to drop; CEO Jeff Skilling unexpectedly resigned in August; the now-famous Sherron Watkins whistleblower letter was sent (anonymously) to Board Chair Ken Lay on August 15. On October 16, the company announced its intention to restate its financial statements from 1997 to 2007. On October 21 the SEC announced that it had commenced an investigation of the related party transactions. Chief Financial Officer Andrew Fastow was fired on October 25 after disclosing to the board that he had earned $30 million from those transactions. On October 29, Enron’s credit rating was lowered. A possible purchaser of Enron terminated negotiations on November 28, and the company filed for Chapter 11 bankruptcy protection on December 2.
The rest became history: the collapse of the company; the individual criminal prosecutions and convictions; the obstruction of justice verdict against company and, for Arthur Andersen (subsequently but belatedly overturned); the loss of scores of jobs and the collateral damage to the city of Houston; Mr. Lay’s sudden death; and, ultimately the 2002 enactment of the Sarbanes Oxley Act, which was intended to prevent future accounting, financial and governance failings as had occurred in Enron and other similar corporate scandals. But a 2016 Enron board briefing would be much more than a financial history lesson. For the continuing relevance of Enron is at least two-fold
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Ivan Tchotourian
devoirs des administrateurs Gouvernance mission et composition du conseil d'administration objectifs de l'entreprise Valeur actionnariale vs. sociétale
Les actionnaires ne sont pas les propriétaires de l’entreprise !
Ivan Tchotourian 13 novembre 2016
L’Afrique du Sud l’affirme et l’assume : la primauté actionnariale doit être remise en cause et la gouvernance d’entreprise doit s’ouvrir aux parties prenantes. Dans son dernier rapport de novembre 2016 (King IV Report on Corporate Governance), l’institut des administrateurs de sociétés sud-africaines ne dit pas autre chose !
Vous pourrez lire l’intéressante synthèse suivante : « King: Shareholders not owners of companies » (10 novembre 2016, Fin24 city press).
Shareholders are not the owners of a company – they are just one of the stakeholders, Prof Mervyn King said on Thursday at the 15th BEN-Africa Conference, which took place in Stellenbosch.
« I realised long ago that the primacy of shareholders could not be the basis in the rainbow nation, » said King. The corporate governance theory of shareholder primacy holds that shareholder interests should have first priority relative to all other corporate stakeholders.
He said when he started with his report on corporate governance the issue was that the majority of SA’s citizens were not in the mainstream of the economy. His guidelines on corporate governance, therefore, had to be for people who had never been in that mainstream of society.
The King Reports on Corporate Governance are regarded as ground-breaking guidelines for the governance structures and operation of companies in SA. The first was issued in 1994, the second in 2002, the third in 2009 and the fourth revision was released last week.
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Ivan Tchotourian
engagement et activisme actionnarial Gouvernance objectifs de l'entreprise
Des actionnaires de plus en plus actifs : un exemple
Ivan Tchotourian 7 novembre 2016
Intéressant article dans The Sydney Morning Herald sous la plume de Mme Vanessa Desloires intitué : « BlackRock, Vanguard, State Street are not passive on corporate governance ». Cet article illustre l’activisme croissant (et la lente disparition de la prétendue passivité des actionnaires) des actionnaires d’aujourd’hui. Il faut dire que ces derniers (devenus des investisseurs institutionnels) sont de plus en plus puissants autant financièrement qu’économiquement !
Investment behemoths BlackRock, Vanguard and State Street now hold the « balance of power » in corporate governance disputes. And they’re no longer content to be the silent giants in the background, forcing company boards to balance the long-term view of passive fund managers with the short-termism of active managers.
The underperformance of the majority of Australian active managers over the past few years, coupled with the low cost of passive funds, has driven investors into products such as exchange-traded funds en masse, with total funds under management topping $23 billion this year.
As such, the three biggest providers of passive funds, BlackRock, Vanguard and State Street, have a growing presence on company registers.
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Ivan Tchotourian
