Valeur actionnariale vs. sociétale

Bel article de M. Barker sur LinkedIn intitulé : « The irrelevance of agency theory during the Covid-19 crisis » (5 avril 2020). Il est effectivement temps de revoir le modèle de l’agence et sa place comme paradigme central de toute réflexion sur la gouvernance d’entreprise : d’autres modèles existent, il est bon de le rappeler !

Extrait :

The implicit mistrust between principals and agents must be replaced by a pooling of resources and know-how, and a more cooperative attitude to other stakeholders such as employees and society as a whole.

Corporate governance scholars have developed a range of alternative theoretical paradigms through which to embody this more team-based approach, including stewardship theory, stakeholder theory and resource dependency theory. These frameworks seem to offer a more relevant perspective on what we should demand from corporate governance during the crisis.

A first is that non-executive directors should see themselves as sharing more of a common agenda with management. They must be prepared to work side by side with them in order to overcome the profound challenges being faced by most organisations at the current time.

Second, investors will have to exhibit greater trust in boards and management. Once they are satisfied that the right leadership is in place, they need to let them get on with it.

Third, it becomes more important than ever for boards to understand and incorporate into decision-making the different perspectives of groups whose motivation and participation is critical to the survival of the organisation. These will include middle managers, employees, customers, suppliers and the wider community.

Finally, we should not view existing shareholder rights as sacrosanct during the crisis. Shareholder rights are not the same thing as human rights, which should never be seen as negotiable. Rather, they are pragmatic arrangements that have been established in order to underpin the prosperity of the economy as a whole.

À la prochaine…

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.

À la prochaine…

Ivan Tchotourian