by gg3 » Fri 29 Apr 2005, 05:52:37
What we are seeing here is a response to the pattern of behavior wherein boards of directors and senior management together operate publicly-traded corporations for their own personal benefit, rather than for the benefit of the shareholders. In effect, they operate as if the corporations they manage are private partnerships.
The legal and economic premises on which investor-owned corporations are formed, is to benefit the shareholders. A board of directors is supposed to act in the role of fiduciary responsibles, trustees in a manner of speaking, on behalf of the shareholders. Senior management's task is to implement board policy and achieve goals set by the board.
When boards and senior managers act as if a shareholder-owned corporation is a private partnership for their personal benefit, they violate the trust of the shareholders: in effect, committing a form of fraud or at minimum embezzlement. This is anathema to conservative principles, as well as to liberal principles.
The means by which this fraud is perpetrated include the interlocking social networks that encompass board members and senior management. One way to find this information is to look at the names of board members and senior management in a large number of corporations, and look specifically for those names that overlap or have clear linkages: individuals who have common ties to multiple corporations.
The term for this is "interlocking directorships."
Very often the relationships will be intermediated by another entity, for example participation on the board of a national nonprofit organization: a director of company A, and an executive of company B, are both also directors of nonprofit C. These nonprofits can be universities, charities such as the United Way (which had its own major scandal of this type within recent memory), religious organizations, etc.
Also look for interlocks and overlaps with asset management companies, for example fund managers, public employee pension funds, retirement trusts, etc.
You will be surprised at what you find. Yes, these people do constitute a relatively small group with incestuously intense ties among them.
Real employee ownership, "with teeth," for example the Mondragon Cooprative Corporation, is a very effective means of competing against this trend. Mondragon is enormously successful, in large measure because of its internal structure. This includes the world's oldest example of what is now called an "enterprise incubator," in the form of its enterprise-development department and corporate credit union (Caja Laboral Popular).
However, competition by itself is only a partial solution; what is also necessary is to protect the shareholders from the fraud perpetrated by these social networks of parasitic managers. For this there should be SEC regulations (in the US: Securities and Exchange Commission regulates the activities of publicly-traded corporations) that discourage and prosecute this type of fraud.
For example, we often see "golden parachute" contracts, whereby senior managers who fail and are fired, get to leave with enough money that they will never again have to face up to the rigors of competition or even have to work another day in their lives.
The ex-CEO of Hewlett Packard was "asked to leave" after a disappointing performance, and walked out of there with fourteen million dollars. She could put all of it in a savings bank account at simple interest and reap $700,000 per year for the rest of her life without having to life a finger. In other words, her "punishment" for screwing up bigtime, was to be freed from ever having to work another day. This is a commonplace nowadays.
This is also absurd, pernicious, and violates conservative principles as much as (or perhaps even more than) it violates liberal principles. You do not reward someone for screwing up; at minimum you deny them any reward, and in some cases you subject them to a penalty. Regardless of who they are, and money/power/fame is no rationale for an exception to a general rule (Cop pulls someone over for speeding. Speeder says "I'm the Mayor's son, you can't touch me." Cop says "I don't care if you're the King of England, I'm writing you a ticket!").
Rules are rules only if they apply equally to everyone. Otherwise they are not rules, they are excuses.
As a basic ethical & moral principle, the terms & conditions under which senior executives leave, should be identical to those under which line and staff employees leave. You screw up and get fired, you get two weeks' pay and bye-bye. Goose, gander, and all their little goslings too.
As well, the terms on which they are hired should be subject to competitive bidding, just as the terms for any other employee who isn't covered by union contracts. This one step alone, would almost overnight bring down the usurous pay levels to something more respectful of the shareholders who actually own these companies. And of course, bid rigging is a crime that can and should be prosecuted accordingly, to assure that people do not collude behind the scenes.
I could go on, but this is a starting point....
In general, any reasonable measure to bring these hubricious thieves down to earth is a good thing. Keep us posted, I'll be very interested to see what happens.