Stockholder or shareholder are very different the like of partnerships or sole proprietorships, where stockholder do not have any personal liable or any other obligation towards the corporation. A stockholder do have some right or role in the company, for example, voting rights, where the shareholder have right to vote for major corporate matters. If the corporation liquidates id bankrupt, the shareholders have the right to a share of the proceeds. But, in liquidation, the like of preferred stockholders, bondholders,
Stockholder or shareholder are very different the like of partnerships or sole proprietorships, where stockholder do not have any personal liable or any other obligation towards the corporation. A stockholder do have some right or role in the company, for example, voting rights, where the shareholder have right to vote for major corporate matters. If the corporation liquidates id bankrupt, the shareholders have the right to a share of the proceeds. But, in liquidation, the like of preferred stockholders, bondholders,
Stockholder or shareholder are very different the like of partnerships or sole proprietorships, where stockholder do not have any personal liable or any other obligation towards the corporation. A stockholder do have some right or role in the company, for example, voting rights, where the shareholder have right to vote for major corporate matters. If the corporation liquidates id bankrupt, the shareholders have the right to a share of the proceeds. But, in liquidation, the like of preferred stockholders, bondholders,
Subject: Business Ethics & Social Responsibility (MGT 305)
Due Date: 25 th November 2013
Name: Lai Hoe Yee
ID: B100274
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To the question where it ask to provide an argument for or against the notion that a corporations obligation to their stockholders come before to the rest of the society. Frist, we need to understand who stockholder or shareholder is and what they can do. Stockholder are very different the like of partnerships or sole proprietorships, where stockholder does not have any personal liable or any other obligation towards the corporation, in other word, we can say that stockholders have a limited liability. In addition, stockholder are not playing the important role in the company in term of running its operation, where they usually run by the company board of directors and the executive management. However, a stockholder do have some right or role in the company, for example, voting rights, where the shareholder have right to vote for major corporate matters like voting for the board of directors and vote for whether the proposed merger should go through. But not all shareholder have voting right, there are two type of shareholder, common shareholder and preferred shareholder. Usually, the common shareholder are the one that have the voting right, where the preferred shareholder does not have. Stock is a highly liquid investment, if the he company perform well and the share price increases, the share will benefit from it as they have the right to sell their shares in the stock exchange market, for example, Kuala Lumpur Stock Exchange (KLSE). Moreover, shareholder by laws also have right to check the companys books and records where the shareholder can sue the company if the found misdeed of the directors. Similarly, if the corporation liquidates id bankrupt, the shareholders have the right to a share of the proceeds. But, in liquidation, the like of preferred stockholders, bondholders, and creditors has the priority over common stockholders. Here is some other rights and obligation that a shareholders has, for example, they can attend the annual general meeting of the company to get a clearer picture the companys performance, they can also listen to the meeting via conference call and vote by proxy through the mail or online. And lastly, the most important one, when the company declared divided, the shareholders have right to receive a portion of it. In my opinion, some cases where the company do have obligation to its stockholders before its obligation to the rest of society. But, in some other scenario, the corporation will have its obligation to the rest of the society before its obligation to their stockholder. There are a few theory from some famous theorist that able justified my point of view. Sometimes, there are confusion between corporation social 2 | P a g e
responsibility and business ethics although there are some relation between the two. It is important to understand how they are different as well as how they are related to each other. I will be begin by clarifying what corporate social responsibility is because this will help to understand how business ethics and corporate social responsibility are related. Corporate Social Responsibility (CSR) is a type management concept that use by a company in their daily business operation as well as interact with their stakeholders where they concern about the social and environment. In many view, it is believe that by implementing CSR, it can help the company to achieve a balance in term if socially, environmentally, and economically, this also known as Triple- Bottom-Line-Approach, at the same time, it addresses the expectation of both shareholders and stakeholders. In this sense, it is important to know the differences between Corporate Social Responsibility which includes charity, strategic business management, philanthropy or sponsorships. The company also can directly can become more reputable as well as strengthen their brand as it make a valuable contribution to poverty reduction. To implement CSR in a Small and Medium Enterprises (SMEs), it need some approaches that fit to the needs and the capacities of the company, and must not affect their potential in the economy. However, there is some few key issue in CSR, for example, eco-efficiency, environment management, responsible sourcing, labour standards and working condition, stakeholder engagement, employee and community relations, human rights, gender balance, social equity, anti-corruption measures, and good governance. With a good integration of CSR concept to the company, it will bring some competitive advantage to the company, competitive advantage like increase on sales and profits, enhanced access to capital and markets, cost saving in operation, improve in human resources efficiency, improved quality and productivity, improved reputation and brand image, enhanced customer loyalty, better decision making and risk management processes. With the concept of corporate social responsibility clear in mind. There are a few disagreement between theorists about what those obligation include. As a results, this has raised some questions like do companies have responsibilities to donate to charities or to give their employees higher wages and customers safer products? Or are they obligated to maximize profits for their stockholders? In the view of Milton 3 | P a g e
Friedman who is an economist, he argue that stockholder are the owner of the company, and in a free enterprise, private-property system, the executive are the one that help the owner run the corporation. In other words, the executive is the employee that employed by the owner of the corporation to operate the company. And as an employees, they have the responsibility to follow and obey the owners ways or what the owners desire on running the operation of the company, these desire mostly is make as much money as possible as well as try to achieve the basic rules of the society which include those embodied in ethical custom and those embodied in law. In the view of Friedman, the responsibility of the corporate executive is ethically and most importantly in a legal way to help the companys owner to earn as much money as possible, i.e. to maximize the stockholders return. His view can be call as the shareholder view of corporate social responsibility. The reason Friedman stand by his view is he think that the shareholder is the owner of the company. Since the company is theirs according to Friedman, this include the property, it is to say that only the shareholder have the moral right to decide on how it should be use. The executive have the moral obligation to obey the instruction and try to achieve what the owners want and to make as much money as possible for them. This is because the owner are the one that hire the executive to help them run the company. However, as Friedman points out that there are a limit in what corporate executive can do to make shareholder as much money as possible. It is point out that they must run the company within the rule of society including the rules of ethical custom as well as the rules of the law. As claimed by Friedmans shareholder view of corporate social responsibility, it say that the money to the shareholder and not the manager, so the manager do not have right to use or give the company to the social, this because it will decrease the profit of the shareholders. Of course, manager can and should, provide better products for customers, pay higher wages to employees, or give money to local community groups or other causes, if doing so, it will have an effect of helping make more profits for shareholders. For example, increases the wages of the employees can make them to be more loyal and work harder, as a consequences, the company will have a better product to sell to their costumer, as a result, it might increase the sell. Similarly, in a social view, giving to the local community in the way of charity may help decrease in 4 | P a g e
taxes as well as the services in the city will be better. But according to the theory, it is wrong to use the company resources to benefits their employees, customers, or the community as it will decrease the shareholder profits, and most importantly, the resources is belong to the shareholders and is the shareholder that decide on how to use the resources not the manager. In other words, the manager cannot use the company resources to benefits others at the expense of shareholders. Even though Friedman does think that the company manager shouldnt use the company resources to help others in the expense of the companys shareholders, but he also think that somehow in other the company will benefits the society. He says that if the goal of the company is to maximize profit, they will try their best to beat their competitors. Because of this, the company force or other way motivated to use their resource efficiently as a consequences of competition, not only this, the company will also force to pay a more competitive wages to their employees, as for customer concern, the company will try to produce a cheaper, better quality, and safer products than their competitors. In other words, the society will eventually benefit from the company, even though the manager ultimate aim is to maximize the company shareholders. In the course of time, many has critics on Friedmans view. For example, some does not agree with his view on the executive or the manager is the employee of the shareholders. It has point out that in legal way, the true employer is the corporation not the shareholder, as a consequences, the executives or managers is legally to serve the interest of the corporation. Some others also criticized Friedman as he point out that not only the shareholders is the owner of the company, the property of the corporation also own by the shareholders. All the criticism have point out that the only ownership that the shareholder have is the stock of the company as well as a few limited rights, such as, the right to vote on most of major company decisions, the right to elect the board of directors, and the right to whatever remains after the corporation goes bankrupt and pays off its creditors. But it also point out that there some other rights for a true owner that a shareholders does not have, and this make this the shareholders is not the owner of the corporation. There are also other criticism like the point Friedmans view on the manager main responsibility is to run the company in the desire that what and how the shareholders want the company to run. But the truth is in the reality, the manager does not know what the shareholder really wants and how they want the company to be operated. But in truth 5 | P a g e
that, legally, the manger should put in mind they are supposed to aware of other interest on how to run the company as well, such as their customer interests and their employees interests but not the shareholders interests. Lastly, some also argued that the society will not gain from the process of profit maximization of the company, as Friedman say otherwise. Sometimes, because of the competition face by the company, it will force the company loose track in a socially beneficial way, this will have a reverse effect, which is harm the society. For example, For example, the company might want to reduce it cost on dumping its pollutant legally to stay competitive, as a consequences, the company will choose to illegal dumping to a neighbourhood top reduce cost. In another view which originated by Edward Freeman, is the stakeholder theory. This theory identifies and models the groups which are stakeholders of a corporation, and both describes and recommends methods by which management can give due regard to the interests of those groups. In short, it attempts to address the principle of who or what really counts. The stockholder or the shareholders are the owner of the company, according to shareholders view which is the traditional view of the firm, and it is said that the company have to duty to put the desire of the shareholder in the first place as to increase their value. There is also and input-output model where used by the company. The concept is very simple, the company convert the input such supplier, employees and their investor into an usable or saleable output that their customer will buy, with that, the company will benefit from the returning of capital. By using this model, the company will only focus on four parties that they will try to fulfil their wishes and needs, these party are suppliers, employees, investors, and customers. In contrast, the stakeholder theory argue that beside these four parties, there is also other important parties as well, which include the governmental bodies, trade associations, political groups, associated corporations, trade unions, prospective customers, perspective employees, and the public at large. In addition, according to this theory, in some situation, their competitors will count in as well. In other words, the stakeholder theory is an instrumental theory for that a corporation, integrating both the resource-based view as well as the market-based view, and adding a socio- political level. For example, the different level of a car safety features that General Motor plan to implement will directly impacts their life when accidents happen. Similarly, the amount of wages will affect the attitude of an employee, shutting down a factory 6 | P a g e
plant will influence the living quality of the people live around there, and the impacts on its stockholders when it increases their dividends. Furthermore, creditors also can impact General Motors, it can be done by calling back a loan or by increasing the interest rates, General Motors also can impact by the laws and regulations that set by the government, the supplier also can influence the company by lowering the quality of the car part that they supply to General Motors or they also can choose to increase their prices. In General Motors, there are different type of stakeholders, which includes employees, customer, stockholders, local communities, suppliers, creditors, and government. According to this theory, not only stakeholders can influence the company, the company also can influence the stakeholders, in other words, is an influences that can go both ways. For example, from above we says that the customers and employees can impact from company with the like of the safety features and the wages that give by the company, but according to the theory, they too can influence the company by not buying General Motors car, for employees, they can perform a group protest to company. Besides that, other stakeholder sometimes also can successfully influence the company. For example, it can impact General motor when the media or an environmental society report that the flaws that the company have. In contrast to Friedmans view which says that the company should operate in a way to benefits of the companys shareholders, Stakeholder theory say otherwise which us to benefit their stakeholders. Based on the stakeholder theory, when making a decision for the company, the manager must always put the interest of the shareholder in mind. In addition, the manager should come out a system to balance the interest of all their stakeholder, so that each and every stakeholder will be able to gets their fair shares in term of benefits that they can get from the company. In other words, to be able to serve the interest of the stakeholder, the manager must find a way to achieve that. According to the stakeholder theory, it did not says that manager should try to make as much money as possible, in fact, it also did not state that the manager should maximize profits. However, the theory does says about who can and should can the profits. If based on the view of Friedman, it is says that the manager should minimize the benefits to other stakeholder, such as customer, supplier, employees, and etc.., and only focus on how to maximize the benefits to their stockholders. On the other hand, the manager should concern about all the stakeholder where they able to get a fair share of profits. For example, the manager can reduce the 7 | P a g e
share of profit of the shareholder if the company plan to benefits other stakeholders, like invest in improving the working condition for the employees so that they have a better environment to work in, research in developing safer product for their customer, as well as work in reducing the pollution in the local community. Based on this, we can says that the stakeholder theory is against Friedman view where it says that the company resources should be used only to benefits the shareholders, it also says that the sources cannot be used to benefit other stakeholders at the expense of shareholders. Furthermore, there are two argument that are developed to support the stakeholder view of corporation social responsibility, these arguments are Instrumental argument and Normative argument. The Instrumental argument has says that even though it may not be the shareholders best interests, the company should focus to all their stakeholder as the company best interests. By doing so, it might bring so benefits to the company. For example, if the company put all the interest of their shareholder in concern where they able to get a fair share of profits, as a result, the stakeholder are willing to commit themselves to support the company and their interest. For example, if the company treat and pay reasonably well, it will have a psychological effect of turning their employees to become loyal to them. In contrast, if the company treat them poorly, it will have a reverse effect like shirking or even destructive behaviour. Likewise, if the company is socially engage, to the society like environmentalist and other activist, this will lower down the possibilities that these people will come out some activities that will damage the companys reputation and image. This is something that the company have to do, even though it will reduce the shareholders dividend. In other words, these argument claims that benefit that can get for the business from being responsive to all their stakeholder is far greater then only responsive to their shareholder, even though it has a cost of reducing their shareholders dividend. In other argument, Normative Argument, it claim that all the company has a moral or ethical obligation to be responsive to all its stakeholders. This argument is based on the principle of fairness, which is develop by Robert Philips. In this principle, it says that if a group of people works together to provide some benefits at some cost to themselves, then anyone who takes advantage of those benefits has an obligation to contribute his or her share to the group. Because this is based on the principle of fairness, it can relates to one another. In stakeholders theory, it say that in order to for 8 | P a g e
the company to run successfully, all of their stakeholder need to contribution and work together. For example, employees provides expertise and labour, community provide the basic need to run the company successfully, and investor provide capital for the company to invest. Because the stakeholder have done their to commit themselves and support the company, where the company will benefits from it, as a consequences, the company have the obligation to contribute some part to the group. The company will contribute by trying to fulfil the interests and the needs of each of their stakeholders. There are two theory that we have learn so far, Friedmans view on shareholder theory and Freemans view on stakeholder theory. Because this two theory are in contrast in one another, so person often came a question, which is, Which theory is better? In the modern business world of today, many companies accept Freemans view, which is the stakeholder theory. For example, in the United States, almost all of its 50 states have enforce a law on this that business have obligation to its many stakeholders even at the expense of stockholder interests. However, not all companies have to follow this standard, companies have freedom to one another, as different company have different goals where the company can decide which theory are more reasonable and make sense. According to most of the scholars, the company are obligated to be ethical towards the society, therefore, it is says that nosiness ethics is part of corporate social responsibility. In todays business, it is very famous among the companies, as it describe as a must have kind of social responsibility in a company. For example, Archie Carroll a theorist once said: The social responsibility of business encompasses the economic, legal, ethical, and discretionary expectation that society has of the organizations This can say that business ethic a small part of a large notion, where the large notion is the corporate social responsibility. Besides the ethical obligation, corporate social responsibility of the company includes those legal obligations, and those discretionary or philanthropic contribution society expects from companies. From this, we can see that both the stakeholders and stockholders theory can accept the definition on what are included on this view of CSR. For example, Friedman explicitly says that a company should live up to the ethical and legal expectations of society, that by pursuing shareholder profits it will make the greatest economic contribution to society, and that it should make whatever other 9 | P a g e
discretionary contributions it needs to make so that society will enable it to operate profitably. Stakeholder theory says that companies should be responsive to all its stakeholders and that would include making the economic and discretionary contributions society expects, as well as behaving ethically and legally toward its stakeholders. In conclusion, it is not necessary that the corporations obligation to their stockholders come first before to the rest of the society, or the obligation to the rest of the society come before their stockholder. As we can see above, we can see that it vary on situation and the of course the company believe on which theory should they follow, which is the stockholder theory by Friedman, and stakeholder theory by Freeman, the company can choose to theory to use by decide which theory are more reasonable and make sense.
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Bibliography Baker, M. (2004, Jun 8). Corporate social responsibility - What does it mean? Retrieved from mallenbaker.net: http://www.mallenbaker.net/csr/definition.php H, J. S. (2003, July 15). The Shareholders vs. Stakeholders Debate. Retrieved from MIT Sloan Mangement Review: http://sloanreview.mit.edu/article/the- shareholders-vs-stakeholders-debate/ Investopedia US. (n.d.). Corporate Social Responsibility. Retrieved from Investopedia: http://www.investopedia.com/terms/c/corp-social-responsibility.asp Investopedia US. (n.d.). Shareholder. Retrieved from Investopedia : http://www.investopedia.com/terms/s/shareholder.asp Investopedia US. (n.d.). Stakeholder. Retrieved from Investopedia: http://www.investopedia.com/terms/s/stakeholder.asp Investopedia US. (n.d.). What is the difference between a shareholder and a stakeholder? Retrieved from Investopedia: http://www.investopedia.com/ask/answers/08/difference-between-a- shareholder-and-a-stakeholder.asp Smith, R. E. (2011). Defining Corporate Social Responsibility: A. 1-7. United Nations . (n.d.). What is CSR? Retrieved from United Nations Industrial Development Organization: http://www.unido.org/en/what-we- do/trade/csr/what-is-csr.html Velasquez, M. G. (2012). Business Ethics Concepts and Cases. In M. G. Velasquez, Business Ethics Concepts and Cases (pp. 21-28). New Jersey: Pearson Education. WebFinance. (n.d.). corporate social responsibility. Retrieved from BusinessDictionary.com: http://www.businessdictionary.com/definition/corporate-social- responsibility.html WebFinance. (n.d.). stakeholder . Retrieved from businessdictionary.com: http://www.businessdictionary.com/definition/stakeholder.html