There is a clear distinction between businesses whose characteristic is to develop a professional service in order to serve all its stakeholders and businesses whose focus is mainly to maximise shareholder return. Which is likely to be more successful?
Ten years ago, ICI’s annual report described the company’s objectives:
ICI aims to be the world’s leading chemical company, serving customers internationally through the innovative and responsible application of chemistry and related sciences.
Through achievement of our aim, we will enhance the wealth and well-being of our shareholders, our employees, our customers and the communities which we serve and in which we operate. (ICI Annual Report, 1988).
More recently, and following Hanson’s abortive attempts to buy the company, its description of itself had changed:
Our objective is to maximise value for our shareholders by focusing on businesses where we have market leadership, a technological edge and a world competitive cost base. (ICI Annual Report, 1994).
The difference between these two statements precisely defines the contrast between a stakeholder and a shareholder value view of the functions of a business organisation. What I want to do tonight is to focus on the differences between these two statements – the differences in content, the differences in the attitudes they reflect and create, and the differences in behaviour which result.
Let’s begin by looking more carefully at what they say. The first gives primacy to the operational activities of the company – “serving customers internationally through the innovative and responsible application of chemistry”. The second puts the financial dimension first. “Our objective is to maximise value for our shareholders”, and operations are secondary to that end. The first statement gives recognition to all stakeholders. “We will enhance the wealth and well-being of our shareholders, our employees, our customers and the communities which we serve and in which we operate.” The second acknowledges no claim other than that of shareholders. The first basically looks forward – “ICI aims to be the world’s leading chemical company,” “through achievement of our aim, we will enhance wealth and well-being”. The second restricts the company’s ambitions to what it is already doing – “focusing on businesses where we have market leadership”.
II. Mode 1 and Mode 2 Behaviour
I am going to describe the difference between these activities as the difference between Mode 1 and Mode 2 behaviour. What I wish to argue is that business, in common with most other human activities, is best conducted in Mode 1. Mode 2 is the product of a deformed style of capitalism, based on a mistaken view of how markets work and how firms operate within them. Far from underpinning the market system, this view, if taken seriously, would bring it to its knees. Not just by depriving markets of social legitimacy, although that is certainly a problem; but equally by undermining the very factors – trust, commitment and flexibility – which are central to the competitive advantage of many successful firms.
We can see the difference between Mode 1 and Mode 2 by reference to other contexts. Take medicine, for example. If we were to describe what a good doctor seeks to do, we would probably come up with a statement rather like ICI’s first statement of objectives. For example:
Good doctors are people who serve their patients through the innovative and responsible application of medical science. Through achievement of their aim, they enhance the wealth and well-being of themselves, their colleagues, their patients, and the communities which they serve and in which they operate.
If we have doubts about such a statement, it would be that it still seems a bit self-serving: the wealth and well-being of the doctor, although a legitimate interest, does seem to be mentioned rather early.
We would certainly be less impressed by a statement of objectives that read:
The objective of doctors is to maximise their earnings by focusing on activities that offer high returns.
In fact – and this is an important point to which I shall return – we might hesitate before consulting a doctor who adopted that statement of belief. We may suspect that this is how some doctors think, but we deplore it. And any doctor who made a statement like that would be condemned for bringing the medical profession into disrepute.
Or what do we mean by a good novelist? Writers like Jeffrey Archer or Harold Robbins are, in an obvious sense, very successful. They receive large advances and many people read their books. But hardly anyone – perhaps not even Jeffrey Archer himself – would say that Jeffrey Archer was as good a novelist as Jane Austen. The criteria we apply are broader. A good novelist enriches our lives and our thinking. A good novelist plays a seminal role in influencing literature which is subsequently developed by others, and continues to do these things for generations. Jane Austen’s novels meet these criteria: Harold Robbins’ novels do not. And that is why, although they may enable us to pass the time while we wait for an aeroplane, we do not consider that they are good novels.
Or what is a good university? If I was writing a statement of objectives for Oxford University’s business school, it would read rather like ICI’s first statement. If I set out something like ICI’s second statement – that the objective was to maximise the earnings of the people who ran it or had set it up – you would think I had completely misunderstood what a university was about. You would also – and this comes back to the unease we all have about the income-maximising doctor – be sceptical about my ability to achieve even these objectives. That objective would simply be inconsistent with the values of a successful academic institution. It is not likely that a university run on these lines would even make money, far less anything else. Paradoxically – or so it seems at first sight – the organisation might be more successful financially if its financial objectives were secondary.
III. Professional or Instrumental Behaviour
What these activities have in common – medicine, literature, education – is that they are professions. There are many criteria which are applied in deciding what we mean by success in a profession. These criteria are largely developed within the profession itself and they evolve over time. When a professional decides what to do, she almost invariably balances multiple objectives, and her professional skills reflect her success in doing so. Financial issues are relevant, but finance is always enabling, never the objective.
But business, some people claim, is different. Business does not have multiple objectives, which have to be balanced against each other. Business has a single objective, which is to make money. As much money as possible. Sometimes it may appear that a business has other objectives; but either those who run it, or those who observe it, are mistaken. Other objectives can be justified only in indirect pursuit of the long term objective of making money. The role of finance is instrumental as far as activities like medicine, literature or education are concerned, but when one comes to business finance is the objective, and the activities themselves are purely means to that end. You can see that contrast very clearly in the two ICI statements. In the first, finance is secondary: “Through achievement of our aim, we will enhance wealth and well-being.” In the second, finance is itself the objective: “To maximise value for our shareholders by.…..” I believe that the first of these statements is a correct description of what business is about; and that the second, far from being an expression of the values of a successful capitalist economy, is the product of a muddled and misconceived view of how successful market economies actually work.
The difference between Mode 1 and Mode 2 behaviour is perhaps best described as that between professional and instrumental behaviour. Professional behaviour derives its values from what the moral philosopher Alasdair MacIntyre describes as a practice, defined as:
…..any coherent and complex form of socially established co-operative activity through which goods internal to that form of activity are realised in the course of trying to achieve those standards of excellence which are appropriate to, and partially definitive of, that form of activity, with the result that human powers to achieve excellence, and human conceptions of the ends and goods involved, are systematically extended. (MacIntyre, 1982, p. 187).
Medicine, literature and education are all clearly practices in MacIntyre’s sense. But is business?
I want to argue that business is, and should be, a practice or profession, and that this requires us to discard much of the rhetoric about business objectives we hear today – a rhetoric which fortunately has only modest effects on what people actually do, but which is having an increasing, and mostly deplorable, effect on what people do.
The arguments against this position – arguments which I expect to hear again tonight – are firstly that there is no difference between the two positions, since companies in Mode 1 and Mode 2 will do the same things in any event; and also that the adoption of Mode 1 would have undesirable consequences for business efficiency. I have never understood how these arguments can be reconciled with each other. But rather than pursue that debating point, I shall argue that both are wrong; that there is a difference, and that the pursuit of Mode 1 behaviour, which treats business as a professional activity like any other, would be in the long run interests of us all, including shareholders themselves.
Let me begin, then, by asserting that there is a material difference between the two statements with which I began. Most people to whom I have shown these statements agree that there is a difference, and most people in business take the view that the second is the more appropriate description of business objectives.
We don’t have to go as far as Milton Friedman’s:
the social responsibility of business is to maximise its profits (Friedman, 1970).
We could stop at Samuel Brittan’s:
…..in matters such as buying and selling or deciding what and how to produce, we will do others more good if we behave as if we are following our self-interest rather than by pursing more altruistic purposes (Brittan, 1996, pp. 55 and 56).
Think for a moment how odd these statements would sound applied to other activities:
The social responsibility of a doctor, or a writer, a university is to maximise their income; ….in matters of medicine (or literature, or education), we will do others more good if we behave as if we are following our self-interest rather than by pursuing more altruistic purposes.
Sometimes this collapses into self-parody. Listen to Albert J Dunlap, CEO of Scott Paper and variously known as ‘Chainsaw Al’ and ‘Rambo in Pinstripes’ for his treatment of the companies entrusted to his care:
The most ridiculous word you hear in boardrooms these days is ‘stakeholders’. A stakeholder is anyone with a stake in a company’s well-being. That includes its employees, suppliers, the communities in which it operates, and so on. The current theory is that a CEO has to take all these people into account when making decisions. Stakeholders! Whenever I hear that word, I ask ‘How much did they pay for their stake?’ Stakeholders don’t pay a penny for their stake. Shareholders do (Dunlap, 1996).
The interesting thing about the statement is Mr Dunlap’s criterion. In his view the only way in which you might be under an obligation to another person is that the other person has paid you money. And there is no doubt that this is what Mr Dunlap genuinely believes. He goes on to say “If you want a friend, get a dog.”
Mr Dunlap is ludicrous; but what he says is only an exaggerated version of what many people managing business in Mode 2 believe. There is clearly a fundamental difference here between these values and those of a profession or practice.
None of us has any doubt about the multi-dimensional nature of the objectives of medicine, or literature, or education. We might expect a doctor to say that his first concern is always the welfare of his patients, but we don’t really believe this; we accept that doctors are entitled to seek a reasonable standard of living. We don’t regard it as reprehensible that a doctor has not chosen to go and practise in Zaire, where his skills might be more urgently required. We expect him to strike a balance. We might hear a writer say that she was in it for the money (although knowing what writers receive, we would find it hard to believe); but unless she showed genuine concern for other literary values we would not take her seriously. And the objectives of education are many and complex – to impart knowledge, to stimulate interest, to extend knowledge.
Now some people claim that Mode 2 is necessary because it is impossible, or at least undesirable, to pursue multiple objectives in business. Thus The Economist (1994) says:
Making bosses accountable to many stakeholders might make them accountable to none, as there would be no clear yardstick for judging their performance (Bishop, 1994).
Or hear Alastair Ross Goobey, the thinking man’s investor:
As soon as you set more than one benchmark by which you will be judged, there is diffusion of effort and almost guaranteed disappointment (Ross Goobey, 1996).
IV. Good Business?
The issue, then, is whether business is a profession or a practice – Mode 1, and ICI’s first statement – or whether it is something different – Mode 2, and ICI’s second statement. Alasdair MacIntyre, whose definition of a practice I have already cited, uses fishing to illustrate the difference:
A fishing crew may be organised and understood as a purely technical and economic means to a productive end, whose aim is only or overridingly to satisfy as profitably as possible some market’s demand for fish. Just as those managing its organisation aim at a high level of profits, so also the individual crew members aim at a high level of reward. Not only the skills, but also the qualities of character valued by those who manage the organisation, will be those well designed to achieve a high level of profitability. And each individual at work as a member of such a fishing crew will value those qualities of character in her or himself or in others which are apt to produce a high level of reward for her or himself. When however the level of reward is insufficiently high, then the individual whose motivations and values are of this kind will have from her or his own point of view the best of reasons for leaving this particular crew or even taking to another trade. And when the level of profitability is insufficiently high, relative to comparative returns on investment elsewhere, management will from its point of view have no good reason not to invest their money elsewhere.
Consider by contrast a crew whose members may well have initially joined for the sake of their wage or other share of the catch, but who have acquired from the rest of the crew an understanding of and devotion to excellence in fishing and to excellence in playing one’s part as a member of such a crew. Excellence of the requisite kind is a matter of skills and qualities of character required both for the fishing and for achievement of the goods of the common life of such a crew. The dependence of each member of the qualities of character and skills of others will be accompanied by a recognition that from time to time one’s own life will be in danger and that whether one drowns or not may depend upon someone else’s courage. And the consequent concern of each member of the crew for the others, if it is to have the stamp of genuine concern, will characteristically have to extend to those for whom those others care: the members of their immediate families. So the interdependence of the members of a fishing crew in respect of skills, the achievement of goods and the acquisition of virtues will extend to an interdependence of the families of crew members and perhaps beyond them to the whole society of a fishing village. When someone dies at sea, fellow crew members, their families and the rest of the fishing community will share a common affliction and common responsibilities (Horton and Mendus, 1994).
MacIntyre is a moral philosopher, and there is no reason why he should ask the question which concerns us as business people: which of these crews would do better? In fact, the context suggests he regards it as obvious. He thinks that the first crew would be commercially successful and the second would not. In common with many others, MacIntyre detests modern business precisely because it corrodes the values of professions and practices:
I am not of course questioning the existence of genuine expertise in many areas: the biochemistry of insulin, historical scholarship, the study of antique furniture. It is specifically only managerial and bureaucratic expertise that I am going to put in question. And the conclusion to which I shall finally move is that such expertise does indeed turn out to be one more moral fiction …….. one key reason why the presidents of large corporations do not, as some radical critics believe, control the United States is that they do not even succeed in controlling their own corporations; that all too often, when imputed organisational skill and power are deployed and the desired effect follows, all that we have witnessed is the same kind of sequence as that to be observed when a clergyman is fortunate enough to pray for rain just before the unpredicted end of a drought!” (MacIntyre, 1982).
What unites everybody is agreement that modern business is fundamentally different from those activities – like medicine, literature or education – which are practices or professions. That is what Milton Friedman, Samuel Brittan, Alastair Ross Goobey and The Economist are saying when they insist on the limited nature of the objective – business is only about making money. MacIntyre, and many of my prospective Oxford colleagues, take this at face value, and regard business as morally and intellectually contemptible. Business people can be equated with rat catchers and mercenaries – they may be necessary, but one would rather not hear about them or their activities, and they are not welcome at High Table.
Indeed, this sense of moral inferiority is felt by many business people themselves. Their own rhetoric will distinguish what they call ‘wealth creation’ from activities like health, literature, or education. This distinction seems nonsensical; anyone who thinks that people who make motor cars or sell hamburgers create wealth while people who heal the sick, write great novels, or develop students’ capabilities and skills do not, has a rather peculiar notion of what constitutes wealth. What does distinguish the activities of Ford and McDonalds from those of hospitals, literature or education is essentially only the difference between the instrumental and the professional approach: that Ford and McDonalds are there to maximise shareholder value while hospitals, writers and educators are engaged in the pursuit of a practice. So the phrase ‘wealth creation’ is imply an attempt to find a less reprehensible title for the activity of making money.
V. Characteristics and Policies
But is this view of the difference between professional and commercial activities really right?
Let’s go back to these two fishing crews, and the issue of which is the more successful. As so often, we have a Harvard Business School case to help us. It is the case of the Prelude Corporation (Harvard Business School, 1972), once the largest lobster producer in North America, which sought to bring the techniques of modern management to the fishing industry. Listen to its President, Joseph S Gaziano:
….the fishing industry now is just like the automobile industry was 60 years ago: 100 companies are going to come and go, but we’ll be the General Motors…..The technology and money required to fish offshore are so great that the little guy can’t make out (HBS, 1992, pp. 1, 6).
If you wonder why the Prelude Corporation is not now grouped with General Motors in the Financial Times and Wall Street Journal, it is not because I have made the story up. The Prelude Corporation did indeed exist, but not long after the Harvard case was written, it went bankrupt. It did so, moreover, for entirely explicable reasons – reasons which are clear enough from MacIntyre’s account. You don’t make fish, you hunt it. Your success depends on the flair, skills and initiative of people who cannot be effectively supervised. The product of people who feel genuine commitment, who “have acquired from the rest of the crew an understanding of and devotion to excellence in fishing” exceeds that achieved when the “only aim is overridingly to satisfy as profitably as possible some market’s desire for fish”. And that is why MacIntyre’s second crew is still fishing while his first is not.
I’d like to explore that issue further. You will know that Marks & Spencer provides employees with meals at nominal prices. Does it do this in order to enhance long-term shareholder value, or because it thinks it is the right thing to do?
In this case, we know the answer. The meals policy began after Simon Marks paid one of the frequent store visits which is part of the routine of all senior Marks & Spencer executives. During it, one of the assistants fainted. When she recovered, Marks learnt that the reason she had fainted was that her husband was unemployed and the family didn’t have enough to eat. Marks’ conclusion was not – and I want to emphasise this – that Marks & Spencer had a social obligation to relieve poverty in the community. But he did take the view that the kind of business he was building was not one in which employees fainted because they hadn’t enough to eat.
We wouldn’t do that kind of thing today. A modern company would compare the costs of providing subsidised meals with the expected net present value of the savings from reduced staff turnover. Only if the net balance was positive would the transaction enhance shareholder value and appeal to the Board.
All of us have seen calculations like that; and all of us know that they are spurious. The uncertainties about the parameters that go into such a calculation are such that you can get any answer you want. And what the sensible analyst assigned to perform such a calculation will do is to ascertain what answer his boss wants and make assumptions accordingly. The reality of the way these business decisions are made has changed very little; but the way in which it is described has changed radically.
But even if the substance is the same, the change in form has substantial implications. Ask yourself how employees would react to the two statements:
we have introduced our new welfare policy because the managing director feels a deep personal commitment to the welfare of employees;
and to the statement:
we have introduced our new welfare policy because we have calculated that the additional effort you will put in as a result will more than offset the additional costs which the policy will impose on the company.
And when you have answered that question, you will understand why actions taken instrumentally are not equivalent to actions based on commitment. There is a fundamental difference between saying “I care for you because I do” and “I care for you because it is in my long-term interests to do so”. It is the difference between a characteristic and a policy. It is the difference well expressed by an Archbishop of Dublin, who said that “honesty may be the best policy, but he who adopts that policy is not an honest man”. That is why you lock up your silver when you encounter someone who believes that honesty is the best policy, because you are never certain that this is not the occasion on which he might conclude that honesty is not the best policy. And it is why customers and employees react differently when they believe that concern for their interests is genuine and not instrumental. It is central to the success of Marks & Spencer that its commitment to customers and employees is not a policy of the Board, but a characteristic of the organisation.
This difference between characteristic and policy can be seen in one of the most reported of recent corporate crises – the spiking with cyanide of capsules of Johnson and Johnson’s best-selling analgesic, Tylenol, by a maniac. The company responded by immediately withdrawing all stocks of the product until it could distribute them with tamper-proof packaging.
In the long run, it seems that the benefits to Johnson and Johnson’s reputation has more than offset the substantial costs of taking Tylenol off the market for a period, and the case is used to justify the assertion that ethical behaviour is profitable behaviour. This analysis misses the point. Ethical behaviour is not necessarily profitable and if it were there would be few, if any, ethical issues. It would easily have been the case that the product’s market position was irretrievably damaged by its withdrawal, while the company could have ridden out the immediate storm.
The key point – and this is the difference between characteristic and policy – is that such calculations were not made. No more than the honest man balances the pleasure of spending the money in your pocket against the pain of time in prison. Relatively junior employees of Johnson and Johnson were able to begin the process of withdrawing Tylenol in the (correct) knowledge that senior management would support their actions. Members of a Mode 2 company would probably demand an evaluation before reaching a decision. Johnson and Johnson’s famous ‘credo’ is a very explicit assertion that this is a Mode 1, not a Mode 2, company.
VI. The Implications for Business
Let me try to summarise the differences I have been describing between two styles of behaviour. In Mode 1, business is a practice, or a profession. The values of business people are no different from the values of those engaged in any other practice or profession, and the value systems of firms are no different from the value systems of other organisations. These are not the value systems of do-gooding, or altruism; but they are not the value systems of greed and selfishness either. They are values which evolve in a manner appropriate to that sort of professional activity in the way MacIntyre describes; and they include satisfying the needs of customers, meeting the reasonable expectations of employees and developing their capabilities, generating returns for investors. Profit is essential to successful business, but profit is not its object.
In the second mode, business is different from these other professional activities. The language of self-interest, which most of us mostly feel obliged to conceal, requires no apology in a business context. Of course, no sensible company will ignore its customers, its employees, or its suppliers; but its interest in them is a means, rather than an objective in its own right. That interest exists because it serves the primary aim of generating profits, and when it ceases to serve that aim, it will be discarded. Profit is not a means, but the end itself. These are the differences between version one and version two of my ICI statements.
But does it really make a difference? It certainly does. I should like to finish by noting how ICI behaved in Mode one and how it behaved in Mode 2.
At the end of the second world war, the senior management of ICI concluded that in future the innovative and responsible application of chemistry was to be found, not just in the traditional businesses of explosives and dyestuffs, but in pharmaceuticals. The discovery of penicillin and other antibiotics had transformed expectations of what pharmacology could contribute to medical science.
ICI put together a team of able young scientists. Few other British industrial companies had, at that time, the ability to recruit this kind of talent. Returns were slow in coming. For twenty years, the ICI pharmaceutical business was a steady money loser. Eventually, however, fortunes changed with the discovery of beta-blockers, the first group of drugs to be effective against hypertension. The commercial success of these drugs was the basis for the emergence of the ICI pharmaceuticals division as a major product area and profit centre within ICI and so the company we know today as Zeneca came into being.
Zeneca could, and should, have been far more successful still. The people who had created beta-blockers believed, as young scientists often do, that the physical and chemical principles behind beta-blockers had very wide application. The company was more sceptical. One of the outstanding members of the team, James Black, left ICI to become head of research at SmithKline.
It transpired that Black was right and ICI management wrong. The principle of blocking receptors could also be used to control acid secretion in the stomach. Black’s research enabled SmithKline to introduce an anti-ulcerant, Tagamet. Another drug based on this concept, Zantac, proved to be the best-selling product in the history of the pharmaceutical industry. Zantac propelled another British company, Glaxo, to market leadership. It is not an exaggeration to say that the ICI pharmaceutical research programme was the origin, not just of Zeneca, but of the modern British pharmaceutical industry. Or that this industry is the greatest success story in British manufacturing since the second world war.
That was what the company committed to “the responsible and innovative application of chemistry” achieved. What would have happened in a company whose objective was “to maximise value for our shareholders by focusing on businesses where we have market leadership, a technological edge, and a world competitive cost base”? I don’t really have to spell it out. How could you justify in these terms a business which had lost money for five years, was certain to lose money for another five years, which had no major products, and in world terms was not even in the second division far less the first? You would sell it or close it down. In Mode 2, there would have been no pharmaceutical division. And there would have been no Zeneca, and probably no British drug industry of the kind we see today.
If you doubt that, you should ask yourself about the fate of Zeneca since ICI adopted its second statement. A key element of the company’s response to the new demands for shareholder value was that it spun off its pharmaceutical division as Zeneca. And today the almost universal City expectation is that Zeneca’s life expectancy as an independent company is at most a few months. It will be bought by another major pharmaceutical company – Bayer and Roche are the two names most widely mentioned. That company will take over Zeneca’s existing drug portfolio and recoup the costs of its bid by disposing of Zeneca’s marketing capability, closing its head office, and cherry-picking its research and development.
Now we all recognise that we have to face the harsh realities of international competition; there is no role for failing companies in a global trading environment. But Zeneca is not, in any ordinary sense of the term, a failing company. It has a return on capital, and prospective earnings per share growth, that most companies would kill for. Zeneca will die because of the readiness of British institutional investors to trade speculative and distant future earnings streams for large amounts of immediate cash and some hand-waving arguments based on ‘business speak’ references to critical mass and global players.
Now I cannot say for sure that this is a mistake. It is possible that Zeneca, although astonishingly successful today, has no viable independent future. But I am also unable to see how anyone could be certain about the opposite case. We will have, over the last five years, reduced the British pharmaceutical industry from six companies to one and a half (Glaxo and half of SmithKline Beecham). Perhaps the one and a half will be enough to ensure that there is no reduction in the proportion of the best of new British talent in applied chemistry going into drug research. Perhaps Roche will be as strong a supporter of the British science base as ICI and Zeneca have been. Perhaps it won’t matter that the next frustrated James Black will have few other places to go. And perhaps the part of the Zeneca corporate office and research team that Roche will eliminate would never have produced much worthwhile. But I don’t know how we could ever be sure.
And so I will go on believing that ICI’s first mission statement has more to offer than its second; that in the annals of British business history, the story of ICI Pharmaceuticals will be more inspiring than the five year history of Zeneca (even though, incidentally, each generated equal amounts of shareholder value). And that the inspiration for my students should come from the people who built ICI Pharmaceuticals up, not those who closed it down.
Bishop, M. (1994), A Survey of Corporate Governance, The Economist, 29 January.
Brittan, S. (1996), Capitalism with a Human Face, London: Fontana Press.
Dunlap, Albert J. (1996), Mean Business: How I Save Bad Companies and Make Good Companies Great, New York: Times Business Books.
Friedman, M. (1970), ‘The social responsibility of business is to increase its profits’, in (eds.) T. Beauchamp and N. Bowie, Ethical Theory and Business, N.J.: Prentice-Hall, 1988.
Harvard Business School (1972), Prelude Corporation, Case 373-052.
Horton, J. and S. Mendus (eds.) (1994), After MacIntyre: Critical Perspectives on the Work of Alaistair MacIntyre, Cambridge: Polity.
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ICI Annual Report (1994).
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Ross Goobey, A. (1996), ‘Blurring responsibilities’, Robson Rhodes Annual Review, London.