Nowhere in British or United States law are directors (and/or managers) of the incorporated limited liability company, claimed to be the agents of shareholders. The principal, for which directors act as agent, is the company itself. And as agents of the company, directors have a legal duty to act in its best interests at all times. But the business, academic and media worlds have bought the theoretical economists’ lie that company directors are the agents of shareholders and must act in their interests, which are interpreted as solely short term financial, even if it means selling the company down the river.
The hero of the free market philosophy is surely the entrepreneur, the one who has the entrepreneurial spirit to start from small beginnings and build something not only with their own sweat, blood and creativity, but also by putting their own money at risk. They control and own. Most of them fail but a few succeed and go on to greater things, giving employment to large numbers and addressing some want or need in a uniquely satisfying way which assures their success. That is the free market hero; and socialism’s arch villain.
“The directors of … companies, being the managers of other people’s money rather than their own, it cannot well be expected, that they should watch over it with the same anxious vigilance … Negligence and profusion must always prevail … in the management of the affairs of such a company.” So wrote Adam Smith 250 years ago. And that remains a core concept in the right wing free market fundamentalism that drives us today.
The Financial Reporting Council (FRC), which oversees issues of corporate governance, has been busy recently. In June it published an updated UK Corporate Governance Code. Now, this month it has published the companion UK Stewardship Code for institutional investors. So we now have both sides of the governance coin, ready for implementation, the considered regulation by City insiders to prevent a repetition of the banking excesses which landed us in such a pickle two years ago. What do they amount to?
The Anglo-Saxon model of corporate governance, granting total supremacy to shareholder interests, still dominates most free market economies. Through charitable (ie tax allowable) think tank propaganda and lobbying, shareholder supremacy is continuing to make progress where it is not already total, such as in Germany and Japan. In those countries there is great pressure to conform to the Anglo-Saxon model. It is the Western orthodoxy, what Galbraith referred to as an institutional truth, that is a lie that has to be bought into in order for one’s career to prosper. With such universal acceptance, the time is surely not far off for its collapse.