February 11, 2009
A recent edition of the Sunday New York Times presented an unintentional debate between two very different perspectives on public and government responses to the recession.
In the “Sunday Opinion” section, columnist Frank Rich wrote passionately about how the Washington policy apparatus is completely missing the populist rage against the misdeeds that led to the buckling economy. He made a persuasive case about why business can’t be trusted, marshaling considerable evidence of wide distress among the growing ranks of the unemployed and vulnerable.
Meanwhile, in the main section of the paper, Wells Fargo CEO John Stumpf, whose bank was stung by public criticism of employee recognition events in Las Vegas, took out a full-page ad to argue that business should be given the discretion to operate as it sees fit. Though Stumpf cancelled all major employee recognition activities for the rest of 2009, he made a good case that those events not only benefit the ultimate victims of the economic fallout—the rank-and-file employees who continue to work hard and deliver solid results—they also help increase profits by giving everyone an incentive to work harder and smarter. In other words, cutting too much spending will only accelerate a deflationary spiral.
These points appear to be irreconcilable, but there may be an answer that could address the two arguments simultaneously: a revamp of corporate governance models. This may send some scurrying for the door, recalling the unhappy experience with Sarbanes-Oxley, which was once the answer to the wave of accounting scandals exemplified by Enron.
With so much attention focused on bailouts and stimulus packages, some fundamental principles of corporate governance have been underplayed and misapplied over the past few months. But making policy to address the symptoms, rather than the causes, of such actions is a poor practice.
Instead, we should be thinking about redefining core principles of corporate governance, for a systemic approach to decision-making that can cushion business, investors, and the public from the kind of shock we are now experiencing.
First and foremost, we must reconsider corporate purpose and redefine fiduciary responsibility.
Second, while it seems ludicrous to ask whether directors have the core knowledge to perform their duties, the increase in exotic financial instruments requires we look again at whether they can exercise oversight effectively.
Third, it’s time to refocus attention on the value of stakeholder governance models as the gap between the needs of society and the arc of many businesses has widened in the past decade or more.
So far, public debate over corporate governance has been overwhelmed by efforts to deal with the crisis at hand. Fair enough. But to prevent the next crisis, it should be a topic that gets a lot of more attention.
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