Gouvernance | Page 5

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 !

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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.

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En ce début d’avril 2020, le Forum Économique Mondial vient de publier une déclaration sur les principes parties prenantes qu’il entend promouvoir durant la crise du COVID-19 : « Stakeholder Principles in the COVID Era ».

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To this end, we endorse the following Stakeholder Principles in the COVID Era:

− To employees, our principle is to keep you safe: We will continue do everything we can to protect your workplace, and to help you to adapt to the new working conditions

− To our ecosystem of suppliers and customers, our principle is to secure our shared business continuity: We will continue to work to keep supply chains open and integrate you into our business response

− To our end consumers, our principle is to maintain fair prices and commercial terms for essential supplies

− To governments and society, our principle is to offer our full support: We stand ready and will continue to complement public action with our resources, capabilities and know-how

− To our shareholders, our principle remains the long-term viability of the company and its potential to create sustained value

Finally, we also maintain the principle that we must continue our sustainability efforts unabated, to bring our world closer to achieving shared goals, including the Paris climate agreement and the United Nations Sustainable Development Agenda. We will continue to focus on those long-term goals.

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L’auteur américain Robert Reich a pris sa plume pour dénoncer la situation de GM et le fait que les actionnaires sont encore les victimes d’une gouvernance critiquable : « Robert B. Reich: GM is the story of the American worker » (The Baltimore Sun, 23 septembre 2019). Une belle réflexion que je vous fait connaître ici.

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When GM went public again in 2010, it boasted to Wall Street that 43 percent of its cars were made outside the United States in places where labor cost less than $15 an hour, while in America it could now pay « lower-tiered » wages and benefits for new employees. The corporation came roaring back. Over the last three years it’s made $35 billion in North America. But its workers are still getting measly pay packages, and GM is still outsourcing like mad. Last year it assigned its new Chevrolet Blazer, a sport utility vehicle that had been made in the United States, to a Mexican plant, while announcing it would lay off 18,000 American workers. Earlier this year it shut its giant plant in Lordstown, Ohio, which Donald Trump had vowed to save. « Don’t move. Don’t sell your house, » he said at a rally in Youngstown, Ohio, in 2017. GM is still getting corporate welfare — since Trump took office, some $600 million in federal contracts and $700 million in tax breaks (including Trump’s giant corporate tax cut). Some of this largesse has gone into the pockets of GM executives. Chairman and CEO Mary Barra raked in almost $22 million in total compensation last year. Last month, the Business Roundtable — a confab of American CEOs, on whose executive committee Barra sits — pledged to compensate all employees « fairly » and provide them « important benefits. » Why should anyone believe them? For 40 years these CEOs have fought unions, outsourced jobs abroad, loaded up on labor-replacing technologies without retraining their workers, and abandoned their communities when they could do things more cheaply elsewhere. Amazon CEO Jeff Bezos signed the same statement. Last week, Amazon-owned Whole Foods announced it would be cutting medical benefits for its entire part-time workforce — at a total savings of about what Bezos makes in two hours. Corporate profits have reached record levels, but nothing has trickled down to most workers. Profits now constitute a larger portion of national income, and wages a lower portion, than at any time since World War II. These profits are generating higher share prices (fueled by share buybacks) and higher executive pay, resulting in wider inequality. The richest 1 percent of Americans own about 40 percent of all shares of stock; the richest 10 percent, around 80 percent. The demise of unions explains much of this. In the mid-1950s, over a third of all workers in the private sector were unionized. This gave them substantial bargaining power to get higher wages and benefits. Today, just 6.4 percent of private-sector workers are unionized, eliminating most of that bargaining power. Researchers have found that between 1952 and 1988, almost all of the rise in share values came as a result of economic growth, but from 1989 to 2017, economic growth accounted for just 24 percent of the rise. Most of the increase has come from money that otherwise would have gone to workers. America’s shift from farm to factory was accompanied by decades of bloody labor conflict. The subsequent shift from factory to office and other service jobs created further social upheaval. The more recent power shift from workers to shareholders — and consequentially, the dramatic widening of inequality — has happened far more quietly, but it has had a more unfortunate and more lasting consequence for the system: stagnant wages, abandoned communities and an angry working class vulnerable to demagogues peddling authoritarianism, racism and xenophobia. Donald Trump didn’t come from nowhere, but he’s a fake champion of the working class. If he were the real thing, he’d be walking the picket line with GM workers.

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Belle nouvelle d’il y a quelques heures : la loi PACTE a été définitivement adoptée !

Texte adopté, en lecture définitive, par l’Assemblée nationale le ‎11 avril 2019‎

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Bonjour à toutes et à tous, Vanessa van Coppenhagen et Shivani Naidoo proposent un bilan du Code de gouvernance sud-africain : « The South African King IV Report on Corporate Governance: themes and variations » (janvier 2017).

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Inclusivity

One of King IV’s objectives is to broaden its acceptance by making it accessible and fit for implementation across a variety of sectors and organisational types. King IV contains sector supplements in respect of municipalities, non-profit organisations, retirement funds, small and medium enterprises and state-owned organisations, which provide direction and guidance on how to apply the principles and recommended practices in these sectors and organisational types.

As is the case in King III, King IV adopts a stakeholder-inclusive approach, meaning that the governing body should take into consideration the “legitimate and reasonable needs, interests and expectations of all material stakeholders in the execution of its duties in the best interests of the organisation over time”. Stakeholders include shareholders, employees, consumers, the community and the environment. Under this approach, the interests of shareholders and funders, and the interests of other sources of value creation (including social and relationship capital), should be given equal status and should be balanced over time, responding to current circumstances, but always in the best interests of the company in the longer term.

Integrated thinking

King IV has further developed the principles of integrated thinking and integrated reporting seen in King III. Through integrated thinking, an organisation should “take into account the connectivity and interdependence between a range of factors that affect an organisation’s ability to create value over time”. One of King IV’s objectives is to reinforce corporate governance as a holistic and interrelated set of arrangements to be understood and implemented in an integrated way. Integrated thinking underpins:

• the stakeholder inclusive approach, in that the interests of shareholders and stakeholders are interdependent;
• recognition that the organisation and society are interdependent, in that the organisation is a provider/developer of wealth, goods, services, employment and intellectual capital and society provides an operating environment, consumer base and skills;
• recognition that the organisation is a corporate citizen, having responsibilities to its own workplace, the economy, society and the environment; and
• sustainable development, in that the organisation operates in the context of the economy, society and the natural environment and present needs should not compromise the needs of future generations.

Integrated reporting is an outcome of integrated thinking.

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