INTRODUCTION EB434 ENTERPRISE + GOVERNANCE

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1 INTRODUCTION EB434 ENTERPRISE + GOVERNANCE

2 why study the company? Corporations play a leading role in most societies Recent corporate failures have had a major social impact and highlighted the importance of good corporate governance Corporations, and the governance of them, are a good prism through which to view differences in economic systems across countries weak economies in many countries today results in distributional conflicts Many political issues are fundamentally conflicts between shareholder interests and conceptions of corporations responsibilities to a broader set of stakeholders Studying governance of the corporation provides insights into conceptions of agency, decision, risk and markets.

3 course overview The course will examine the rich variety of capitalisms, and of other economic systems, across time and place. We will explore the historical development of the business firm, its particular economic advantages and social impacts, and the technological, political, creative, financial and societal forces that are transforming the landscape of contemporary enterprise. The course will examine how governance of the private institution of the firm is patterned by the structures of public governance within which it it situated, how they have evolved mutually over time, and how there has been systematic variance in governance forms and enterprise outcomes across countries. It will offer a a multidisciplinary and historical feel for the development of enterprise & its contexts and will complement prior studies in business, politics, history and related fields.

4 society + firms In capitalist economies corporations contribute to wealth creation (for shareholders, employees, suppliers) and innovation (benefiting consumers directly)

5 corporations gain from... Social stability Sound institutions of public governance Effective legal system Specific corporate law provisions such as limited liability for shareholders, other defined and limited liabilities, accounting provisions Public infrastructure Human resources Regulation of industries and markets which create barriers to rival enterprises

6 system logics Each country has had unique historical settlements (by compromise, force or accident) between contending business, state and societal (eg. labour) actors with diverging interests within each broad category too particular features can be understood through universally applicable concepts and theories from economics, political science, sociology, psychology etc

7 values & social institutions

8 issues in this course the nature & extent of varieties of capitalism seen across place & time determinants of this variation, consequences, direction of change? the universal elements of a market system risk & resources distributional issues & varied responses to inequality across systems disruption of existing industries and of national economic systems social contexts & contemporary issues (diversity, aging, openness, nationalism and populism)

9 issues II contemporary outlooks for particular varieties of capitalism adaptive efficiency of particular systems Interface between distinct social systems and corporate governance practices & human capital formation (education & training) & HRM systems in particular corporate & other institutional failure, remediation exit, voice and loyalty demographic constraints (influenced by particular social structural features)

10 firm-level issues Why is the corporate organisational form so prevalent? its key features and functions in various contexts In whose interest does the firm act? Shareholders and other stakeholders in the firm Agency, interests, incentives Concentration versus diffusion of authority leadership, voice and decision systems Major and minor shareholder interests Hostile takeovers Control systems in firms to guard its assets (broadly defined) Transparency and accountability

11 in free & competitive markets businesses are UN-FREE always striving to maintain market position

12 approach Conceptual key terms & concepts Theoretical stylised explanations of how the world works (at least the bits relevant to enterprise, governance & companies) Empirical looking at specific real world instances (case studies), applying (and testing) the concepts and theories we have explored Normative forming judgments in light of those empirical observations (or at least coming to an understanding of the more common normative positions in relation to capitalist systems and corporations)

13 we must question common assumptions what do we know about the Japanese economy & firms?

14 source: quandl.com not quite two lost decades some growth & gradual deflation

15 inequality vs incentives executive compensation is controversial in many countries least so in the USA despite extreme difference from average incomes dilemma of attracting managerial talent vs demoralising workers

16 South Africa 31.14% 27.29% 26.42% 26.69% variance example: export-orientation Country Level ~5Y Ago ~10Y Ago ~25Y Ago USA 13.49% 11.01% 9.63% 8.91% China 26.40% 26.72% 34.08% 10.60% Japan 14.73% 17.71% 11.87% 9.76% Germany 50.67% 42.46% 38.55% 24.22% France 28.28% 24.07% 25.91% 21.48% Brazil 12.55% 10.98% 16.43% 8.93% UK 29.84% 27.01% 24.36% 22.59% Italy 28.56% 22.47% 24.05% 18.57% Russia 28.37% 27.94% 34.42% 21.90% India 24.82% 20.05% 17.55% 6.90% Canada 30.08% 28.44% 37.46% 25.12% Australia 19.88% 22.53% 17.01% 15.14% Spain 31.56% 22.67% 25.18% 16.68% Mexico 31.75% 27.28% 26.23% 19.00% South Korea 53.92% 47.55% 38.30% 28.53% Indonesia 23.74% 24.16% 32.22% 24.29% Exports as % GDP, 2013, G-20 Economies Turkey 25.65% 23.32% 23.55% 16.20% source: quandl.com Saudi Arabia 51.79% 47.09% 50.99% 33.75% Argentina 14.27% 17.40% 21.50% 13.06%

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