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2 BOARD LEADERSHIP
through “the rules of the game”
that they create, even if these
that linking all investment to fi-
nancial returns and profits is not
WHEN WE SAY…
B
irk executives. However, what if feasible and unnecessary. The oard Leadership’s mission
governments are not function- reason for this is simple: firms do is “to discover, explain and
ing well, which we all know is a make investments in social re- discuss innovative approaches to
common occurrence? What if sponsibility dimensions not only board governance with the goal
governments are not reflecting for instrumental reasons (to in- of helping organizations achieve
the will of the people? Friedman crease profits) but also for intrin- effective, meaningful and suc-
offers us no help here. These sic reasons (to increase value for cessful leadership to fulfill their
cases, we would argue, represent a stakeholder or the natural en-
missions.”
another opportunity for private vironment). This fact, therefore,
Board Leadership aims to ful-
organizations to have a purpose demonstrates that the purpose
fill this mission by engaging its
that furthers the public good. of firms can, and increasingly
readers in a lively and illuminating
For example, the Pew Research often does, include dimensions
inquiry into how board govern-
Center (Tyson and Kennedy, other than profit maximization.
2020) found that over 2/3rd of 4. It is possible and inherent in ance can be made more effective.
Americans believe that their governance-related decision This inquiry is based on three key
government’s efforts to fight making to factor in multiple-ob- assumptions:
global warming is falling short of jectives and to resolve dilem- • Boards exist to lead
their expectations. This national mas. Amongst the most severe organizations, not merely
consensus has existed for years. and prominent critics of a stake- monitor them.
Still, it has not been translated holder approach to governance, • Effective board governance
into effective legislation. Indeed, in which several stakeholder is not about either systems,
Donald Trump famously with- groups’ wellbeing is consid- structures, processes,
drew the United States from the ered, not only shareholders, are theories, practices, culture,
Paris Climate Accords ostensibly Bebchuk and Tallarita (2020). or behaviors—it is about all
against the will of his people. Is The core of their argument is of them.
this an opportunity for corporate the claim, an assumption, that it • Significant improvements are
purpose? is a “Herculean” task for “direc- likely to come only through
3. Investment in socially respon- tors to make the hard choices challenging the status quo
sible action is often better ex- necessary to define the groups and trying out new ideas in
plained and justified by intrinsic of stakeholders whose interests theory and in practice.
reasons than far-fetched instru- should be taken into account
Uniquely among regular pub-
mental reason. To practically use and then to weigh and balance
lications on board governance,
profit maximization as the pri- these interests, which are often
Board Leadership primarily
mary purpose of organizations, difficult to measure, in the vast
focuses on the job of board lead-
the Friedman Doctrine has the number of situations in which
ership as a whole, rather than on
following assumption built-in: trade-offs arise.” Bebchuck and
it must be possible to measure Tallarita (2020:21,23) suggest individual elements of practice
and calculate the Net Present that not only are the choices within the overall job.
Value (NPV) of all investments insurmountably difficult to make Over time, Board Leadership
(Edmans, 2020). Only in this way but also that “any attempt to will provide a repository of dif-
could owners, boards and exec- delineate the set of relevant ferent approaches to governance
utives maintain profit maximiza- stakeholders will confront diffi- created through its regular “One
tion as their de-facto objective in cult and challenging questions Way to Govern” feature.
decision making. In reality, some that have no clear answer”. They Here’s what a few of the key
things are easier to measure in conclude that even attempting terms we use mean to us:
monetary terms than others, and to make decisions based on the • Innovative: Creating
Edmans points out that, in many well-being outcomes for sev- significant positive change
cases, the link from non-financial eral stakeholders poses severe • Approaches: Principles,
dimensions (e.g. meaningful- threats to the capitalist system’s theories, ideas,
ness of job) to financial returns foundation. In their view, only methodologies and practices.
contains many uncertainties, it regulations and a change in the • Board governance: The
renders meaningful NPV calcu- game rules by policymakers job of governing whole
lations about related individual can successfully lead to solving organizations.
investment decisions infeasible. the social and environmental
Edmans (2020) further argues (continued on page 4)
MAY–JUNE 2021 3
Purpose Friedman (1970) argued that
companies should take stake-
the company is going as having “pur-
pose clarity”. These companies are
(continued from previous page)
holder and community concerns focused on social impact, and profit is
issues that they acknowledge into account and address them an outcome.
exist. To counter their view, crit- not as an end in themselves, and
ics (e.g. Mayer, 2020; Medland not because that could be part iii. The world needs a social
and Taylor, 2020; Lipton, 2020) of the purpose of a firm, but purpose
have pointed out that making because it would be in the best The third group of arguments
decisions based on trade-offs interest of the firm itself in that it against the view that firms’ purpose
between competing objectives, would be able to generate good- is only to make profit pertains to the
resolving dilemmas, and making will and lower transaction costs, stream of influential work concern-
judgements are inherent in all which in turn increase profits. ing corporate purpose by the British
forms of governance. It is not “It may well be in the long-run Academy (2020) under Professor Colin
“an anathema but a fundamen- interest of a corporation that is a Mayer’s leadership on the ‘Future of
tal function of a board” (Mayer, major employer in a small com- the Corporation’. This work shows that
2020:1). munity to devote resources to corporations served the public interest
providing amenities to that com- over extended periods in history and
ii. Empirical Facts Don’t Speak munity or to improving its gov- that the current developments require
for it ernment. That may make it easier companies to lead responsibly.
The second set of arguments of to attract desirable employees.” 7. When corporations first ap-
why profit is not and should not be (Friedman, 1970:6) This means, peared, the purpose was almost
the purpose of companies pertain to therefore, that the actions of entirely in service of the social
the empirical observations of owners firms that want to succeed over interest. Mayer (2018), in his
and executives care about, and what the long term will include meas- book on “Prosperity”, showed
happens when companies act on a pur- ures of social benefit and will not that the notion that corporations
pose beyond profit maximization. adhere to short-term profit max- serve the public good existed
5. Owners can, and increasingly imization. in Roman times. Since then, it
do, have a purpose for the firm More recent work by Gartenberg, waned, but has recently come
that is beyond profit maximi- Prat, and Serafeim (2018) went fur- back to the forefront.
zation. Friedman argued that ther. They demonstrated many firms 8. Global challenges and the glob-
organizations themselves do not focused on purpose beyond profit al nature of business have cre-
have a will beyond that of their and that these outperformed others ated systems risks that require
owners and the executives who, on accounting and stock market per- the very purpose of firms to be
in Friedman’s view, work to fulfill formance measures. They studied the re-aligned because regulation
the wishes of owners. Friedman relationship between corporate pur- alone is not sufficient. There
(1970) declares it the norm that pose and financial performance, using is a worldwide consensus that
owners seek to “make as much the input of over 456,000 employees current “rules of the game” have
money as possible while observ- across 429 publicly traded companies. failed to prevent global challeng-
ing the rule of law and ethical Gartenberg et al. showed that firms es such as climate changes, loss
custom”, but at the same time, that score high on purpose (meaning of biodiversity on unprecedented
he explicitly makes provision here positive social and community scales, etc. At the same time,
for exceptions. The fact that it impact, “My work has special meaning, business has become more glob-
is not unusual that a purpose it is not just a job.” “I feel good about al, making government policies
beyond profit exists is borne the way we contribute to the commu- and regulation harder to enforce
out by the fact that legislation nity” “When I look at what we accom- effectively. This combination has
for exactly this reason has been plish, I feel a sense of pride.”) and created systemic risks, which
created in several countries (e.g. where particularly middle management make the corporate and environ-
Benefit-corporation legislation score high on ‘management clarity’ mental systems we rely on vulner-
in the USA and, more recently, (e.g. “Management makes its expec- able. Firms must become active
France and several other coun- tations clear”, “Management has clear participants in stabilizing the sys-
tries). Fink’s (2018) letter to view of where the company is going tems and generating wellbeing.
CEO’s mentioned earlier and the and how to get there”) outperform 9. Technology and business mod-
Business Round Table Statement others on accounting and stock market els have changed to an extent
bear testimony to this. performance measures. Gartenberg et and at a pace that has made
6. Investments in socially responsi- al. refer to firms in which both employ- existing regulation dangerously
ble causes, not profit maximiza- ees score high on purpose and where ineffective. The challenges and
tion, are already commonplace. middle management is clear on where opportunities that these changes
4 BOARD LEADERSHIP
contain require the purpose be- service by customers could wrongly organization for tools it has created to
yond profit of companies to be- be thought of the purpose, instead achieve its true purpose. In the insur-
come their central driving force. of the ends of that service – which ance example, customers pay premi-
10. Stakeholders other than inves- is the empowerment of the people ums in exchange for the assurance that
tors have grown dramatically being served as customers and their the insurance product provides them.
in prominence. Even if investors wellbeing. In this sense, making money is a critical
cared only about financial re- 12. The product or service is the by-product of the pursuit of purpose.
turns, they are often no longer means to fulfill or achieve well- It is not the purpose itself.
the stakeholder that could being, which is the end and the Money, capital, is one of the essen-
argue that they matter most purpose, while profit is a crit- tial fuels for the engine of purpose,
because they ‘own’ the greatest ical by-product of the means, but making money is not the purpose
proportion of companies. The successful and sustainable itself. Indeed, making money can no
increasingly intangible nature execution. more be the purpose of an organ-
of company value has reduced We can think of an organization as ization’s existence than breathing
the strength of the argument for a machine that a group of humans get air could be the purpose of human
shareholders primacy. With that, together and build to address some existence.
the presumed primacy of profit, fundamental wellbeing problem in the
because the proportionate value world. Typically, the problem to be Axel Kravatzky and Mark Stephens are co-
that they’ own’, the tangible as- solved is essential, motivating people founders and Managing Partners of Syntegra-
sets, has decreased dramatically to find solutions through which the ESG, advising and guiding leaders on how
in proportion. world is improved. The lives of the to develop, activate, and amplify the power
of their brand and people to positively
11. Business is playing an increas- individuals impacted by the problem
impact society and the natural environment
ingly important role in generat- are enhanced. Organizations make
profitably.
ing the trust necessary for social tools we call products or services to
and economic progress. Stake- provide to clients, customers, or cit-
holders have generally reduced izens to solve their problem. Not all
References
their trust in government and products are the same, and some firms Bebchuk, L.A., & Tallarita R. (2020). The
media while somewhat increas- produce better products than others. Illusory Promise of Stakeholder Governance.
ing it in business. As a result, the Using this analogy, a product Cornell Law Review, 106, 91-178.
Business Roundtable. (2019). Statement
relative importance of business cannot be the purpose of an organi- on the purpose of a corporation. https://bit.
in maintaining, strengthening, zation. The product is a means to an ly/2Rp7lgN
and transforming the social end, a tool that an organization uses Danish Committee on Corporate Gov-
ernance. (2020, December 2). Danish rec-
contract has increased and with to achieve its purpose, which is to ommendations on corporate governance.
this, the importance of business solve a problem and create wellbeing. https://bit.ly/2SosGrr
increasing its own ethical behav- There may be other products or other Edmans, A. (2020, September 10). What
stakeholder capitalism can learn from
iour and responsible stewardship tools that an organization might use. Milton Friedman. Pro Market. https://bit.
of resources. Trust is generated While these tools might change, the ly/3ugyGAH
through accountability, and purpose of the organization remains Fink, L. (2018). Larry Fink’s 2018 letter
to CEOs: A sense of purpose. https://bit.
therefore business needs to ar- the same. ly/3xMb0WG
ticulate its purpose with increas- Thus, it would not make sense to Friedman, M., (1970, September 13). The
ing clarity. say that an insurance company’s pur- social responsibility of business is to increase
its profits. New York Times, SM17.
pose is to sell insurance. Insurance is Gartenberg, C., Prat, A., & Serafeim, G.
iv. Wellbeing and empowerment only a means to an end. The insurance (2018, October 9). Corporate purpose and
financial performance. Organization Science,
are the purpose company’s purpose is the problem it
30(1), 1-18. https://bit.ly/3eWSpPs
The fourth set of arguments against is trying to help its customers solve Godelnik, R. (2012, July 9). Life on Mars:
the view that the purpose of compa- by providing them with insurance. For Interview with the company’s Chief Sus-
nies is only profit takes a principled instance, the problem might be framed tainability Officer. Triple Pundit. https://bit.
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purpose confuses means and ends. ance is a tool to achieving safety and antecedents and consequences. (Cambridge
Judge Business School Working Paper No.
Peter Drucker famously said, “the security, but it is not safety and secu- 02/2018). University of Cambridge, Cam-
purpose of a business is to create and rity itself. It, in and of itself, is not the bridge Judge Business School. https://bit.
keep a customer”. At Syntegra-ESG, purpose. ly/339Sda3
International Organization for Standard-
we agree with the statement but go Using this logic, making money ization. Guidance for the governance of
further to prevent errors of interpre- or profit can never be said to be an organizations. International Organization for
tation whereby the product or the organization’s true purpose. Profit is
transaction or the payment for the made when customers compensate an (continued on page 8)
MAY–JUNE 2021 5
Calendar of Events landscape following the challenges BOARD LEADERSHIP
(continued from page 1) INNOVATIVE APPROACHES TO GOVERNANCE
of the last 12 months, and explore
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