Business at a Crossroads The Crisis of Corporate Leadership_6 doc

98 BusiNess at a crossroads exerted very little downward pressure on the obviously excessive abso- lute level of executive pay. One possible explanation for this curiously relaxed attitude to an important and growing agency cost is the impact on the vigor with which institutional investors police agency costs of the emergence of large, integrated investment banks after the deregulation of financial services in the 1980s. There were supposed to be barriers or “Chinese Walls,” as they were called, between the activities of integrated invest- ment banks, but even Chinese Walls have ears. Investment banking is the most profitable activity, and is thus in the driving seat at integrated banks. Notwithstanding the Chinese Walls, therefore, it’s not in the interests of brokers, securities traders, invest- ment analysts and fund managers, whose bonuses may be affected by group results, to do anything or say anything that might damage in any way the relationships between their investment banking colleagues and the latter’s CEO clients. The conflict between the duty of fund managers, as agents of their beneficiaries, and their own interests as colleagues of investment bankers, may, in other words, be partly responsible for the signal lack of opposition from investors to soaring CEO pay packets. The cult of leadership If we reject greed as an adequate explanation for excessive levels of CEO pay, and we accept asset-skimming as a form of remuneration unconstrained by a link to value added or time spent working, our explanation so far for the high absolute levels of executive pay consists of two components. The first is the inferences drawn, by management theorists, Remcos and the investment community, about executive rewards from the new shareholder value performance standard. The second is the lack of opposition to “the sky’s the limit” pay packets from the investors who pay them, which may itself be a consequence of the integration of investment banking and fund management under one corporate roof and the impact this has had on the willingness of fund managers to object to such pay packets. This is consistent with the description of the CEO market provided by Harvard Business School professor, Rakesh Khurana, in his brave book – it is dangerous to bite the hand that feeds you consultancy work – Searching for a Corporate Savior. 6 9780230_230941_07_cha05.indd 98 09/09/2009 10:01 5 Not so much greed 99 Khurana argues that the market for “external” CEOs – as opposed to CEOs appointed from within the company – is not a “market” at all, in the neoclassical sense, where large numbers of transactions set the equilibrium price, no single transaction influences the market as a whole and perfect competition between applicants for jobs and employers for applicants guarantees both parties the market price. He says the CEO market is a social construction (witness all those conflicts of interests and of interest and duty). It’s “closed” in Max Weber’s sense, 7 in that CEO positions at large, listed U.S. and U.K. companies are only open to people “who fit certain socially defined criteria.” Three common “social matching” criteria when a board is drawing up a list of candidates for the CEO job are: the current position of the candidate, and the performance and stature of the candidate’s company. These automatically exclude from the candidates’ pool the good people who just miss the cut as far as rank is concerned, the good people who work for currently underperforming companies, and the good people who work for smaller, less illustrious companies. When thinning down the long list of those who satisfy these rather arbitrary tests, the most important criterion for elevation to the short list is the requirement that the candidates are superstars. Khurana argues that Alfred Chandler’s “managerial capitalism” (see Chapter 3) was replaced by what he calls “investor capitalism” in the late 1970s, after the markets of large American companies were success- fully attacked by more efficient European and Asian (mostly Japanese) companies. Previously supine investors demanded action, and it soon became apparent that the action most likely to appease them was the appointment of a high-profile “leader,” unencumbered by allegiance to the past or the status quo, and capable of taking the drastic action needed to see off the foreign invaders. It was unfortunate that the merits of this half-baked theory, that all that was needed to revive an ailing company was a “charismatic leader” and “change agent,” with a novel “mindset,” and a profound under- standing of the “paradigm shifts” that were occurring in his economy and industry, were soon corroborated by the transformation of Chrysler Corporation under Lee Iacocca’s leadership. Chrysler was on the brink of collapse when Iacocca, recently fired by Ford (where he had been president) after falling out with Henry Ford II, was appointed president and CEO in 1978, and chairman the following year. Within three years Chrysler was back in profit and continued to flourish under Iacocca’s leadership until he retired in 1992. 9780230_230941_07_cha05.indd 99 09/09/2009 10:01 100 BusiNess at a crossroads So great was his fame by then, his book, Iacocca, an Autobiography co-written with William Novak (Bantam, 1984) was the best-selling non-fiction hardback book in both 1984 and 1985. Talking Straight (Bantam, 1988), a response to Sony founder Akio Morita’s book Made in Japan (Dutton, 1986) praising American creativity, was likewise a big seller. Iacocca was in no doubt about the importance of leaders to society as a whole, as well as to companies. In Where Have All the Leaders Gone? co-written with Catherine Whitney (Simon & Schuster, 2007), Chrys- ler’s erstwhile leader angrily complains about living in what he sees as leaderless times: Am I the only guy in this country who’s fed up with what’s happening? Where the hell is our outrage? We should be screaming bloody murder. We’ve got a gang of clueless bozos steering our ship of state right over a cliff, we’ve got corporate gangsters stealing us blind [WorldCom, Enron, and so on], and we can’t even clean up after a hurricane [Katrina] much less build a hybrid car. But instead of getting mad, everyone sits around and nods their heads when the politicians say, “Stay the course.” Stay the course? You’ve got to be kidding. This is America, not the damned Titanic. I’ll give you a sound bite: Throw the bums out! He, like other charismatic company leaders, knows the power of the sound bite. On his website launched in late 2007 to promote Where Have All the Leaders Gone?, he invited visitors to rate candi- dates in the 2008 presidential election by nine qualities beginning with “c” – curiosity, creativity, communication, character, courage, conviction, charisma, competence, common sense – which he said all true leaders possess. Some companies, such as GE in the U.S. and ICI in the U.K., were lucky enough to breed their own superstars. GE’s Jack Welch, the pioneer of “managing for value” and the most stellar of the new genera- tion of “leaders” (it was no longer enough to be a mere “manager”) who emerged in the 1980s, joined GE in 1960 when he was 25. He was CEO from 1981 until 2001, during which time the company’s market value rose from $14 billion to $410 billion. Welch, whose personal fortune was estimated, by Boston Magazine in March 2006, to be about $720 million, was affronted by criticisms of executive pay, and insisted that the market in executive talent was free, and should not be interfered with. After his retirement, Welch followed 9780230_230941_07_cha05.indd 100 09/09/2009 10:01 5 Not so much greed 101 Lee Iacocca’s lead and co-wrote with his third wife Suzy Wetlaufer the best-selling, Winning (HarperCollins, 2005). John Harvey-Jones (made Sir John in 1985) joined Imperial Chem- ical Industries (ICI) in 1956, at the age of 32, after a distinguished career in Naval Intelligence. He was appointed CEO in 1982. In his first two-and-a-half years as leader, ICI’s U.K. workforce was pruned by a third, losses were transformed into £1 billion of profits and the share price doubled. Sir John was the exemplary change agent. Among his best known quotations was “I’m more interested in speed, than in direction.” After retiring in 1987, Sir John embarked on a new career as a TV star, in the BBC’s Troubleshooter series, first broadcast in 1990, in which he advised struggling businesses. The ratings were good enough for five series and several specials, and the series won Sir John a BAFTA award. For a while he was, as one U.K. newspaper put it, “the most famous industrialist since Isambard Kingdom Brunel.” His oblig- atory book Making it Happen: Reflections on Leadership was published by Collins in 1988. This cult of personality infected the entire system. Institutional investors demanding change saw the CEO as the crucial variable in business success and failure, and put pressure on ailing companies less blessed than GE and ICI with home-grown talent to look beyond the company for the necessary charisma and box-office qualities. Invest- ment analysts responded to this leader-centric view of their ultimate clients, exploited investor relations strategies that co-opted CEOs as their principal marketing assets and substituted for an analysis of the intrinsic strengths of a company’s business, an assessment of its CEO’s character, philosophy and management style and detailed examinations of his or her pronouncements, statements and sound bites. The “CEO as hero” cult was convenient for asset managers and stock analysts, because having a personification or embodiment to focus on, and attribute success and failure to, made a detailed analysis of the large company’s increasingly complicated and geographically dispersed affairs if not entirely superfluous, at least much less essential. Moreover, the role of a drama critic of superstar CEOs was far more appealing to many analysts than that of a back-office number cruncher. Investment bankers, whose views on these matters were, for reasons discussed above, of great interest to their fund manager and stock analyst colleagues, also found the CEO cult convenient, because it endowed their celebrity CEO intimates with the power to make major balance sheet decisions quickly without consulting others. This is an advantage for investment banks, because the economics of asset- 9780230_230941_07_cha05.indd 101 09/09/2009 10:01 102 BusiNess at a crossroads skimming clearly favor a few large quickly concluded deals, over several smaller, more protracted ones. Almost the only downside of the CEO cult is the fuss people make about the enormous pay packets of the CEO superstars. Another downside of the CEO cult for us pedants is what it’s doing to the language. I blame, maybe unfairly (the B-schools have a lot to answer for, too), the idea that the CEOs of large companies are special people, endowed with all Iacocca’s nine “c”s (and probably Jack Welch’s Six Sigmas too), for the import of “management-speak” into daily usage. CEOs doubtless possess many admirable qualities, but a respect for the language isn’t one of them. Ugly neologisms, such as “commod- itization” and “credentialed,” hijacking innocent nouns, such as “task,” “source,” “impact,” “critique,” and “access” to serve as verbs (and occasionally vice versa as in “new hires”), the use of “utilize” when “use” is fine, additions of superfluous words, such as “in order to,” and “put in place.” I hope the probable ejection of the CEO, following the 2007–8 crash, from the pantheon of contemporary heroes will lead to a purification of the English language. But I fear it’s too late. The buck and the bucks stop here The elevation of CEOs into omnipotent superstars with pay packets to match, is not, thank goodness, an inevitable consequence of the interac- tion of natural human impulses with the capitalist system. It is, rather, the product of a “market failure” that can and must be corrected if liberal capitalism is to survive. It’s also the consequence of the characteristic hierarchical shape of the joint stock company. CEOs would not have acquired the power or the pay they enjoy today if the way companies are organized had not required one person to occupy the pinnacle position. The power of the CEO is derived, not from the value he or she adds, but from the topo- graphical fact that he or she is peerless. The argument so far Large modern companies are not as we would like them to be, partly because of their hierarchical shape and the omnipotence it assigns to CEOs. But the explosion of CEO pay in recent years associated with that omnipotence, which is undermining the liberal capitalist consensus, 9780230_230941_07_cha05.indd 102 09/09/2009 10:01 5 Not so much greed 103 was not inevitable; it was the consequence of a market inefficiency. But the fact that the CEO market doesn’t work, doesn’t mean that the work CEOs do is worthless. The question we turn to in the next chapter is “how much is it worth?” References 1 The Protestant Ethic and the Spirit of Capitalism, Allen & Unwin, 1930. 2 Financial Times, August 4, 2001. 3 The State of Working America, 2008. 4 “Credit crunch halts boom in executive pay,” by David Teather and Julia Finch, Guardian, Thursday 11 September, 2008. 5 The Free Press, 1986. 6 Searching for a Corporate Savior: The Irrational Quest for Charismatic CEOs, Princeton University Press, 2002. 7 Economy and Society, University of California Press, 1947. 9780230_230941_07_cha05.indd 103 09/09/2009 10:01 104 6 The myth of leadership The usual rationale for paying the CEOs of large, global companies ridiculous sums of money is that these organizations are extremely hard to run, and the mix of skills, abilities and talent needed to run them well is so rare that the extraordinary people who possess it can command extraordinary rewards. It’s supply and demand. Huge CEO pay packets are just market-clearing prices for skills as rare as hen’s teeth. The stock argument here is the one referred to briefly in the last chapter; that it is inconsistent to be sanguine about the huge pay packets of sports stars, but to oppose those of CEOs. I pointed out that the pay of sports stars is not decided by other sports stars, whereas the non-executive members of RemCos are usually executive directors of other companies and thus have an interest in ensuring the general level of executive pay remains high. Simon Kuper did a more comprehensive demolition job on this specious argument in the Financial Times in February 2009. 1 He said sportspeople have to pass four stringent tests before they become high-paid stars. The first is genuinely competitive entry; millions of young men want to play football in the English Premier League and demonstrable skill is the only criterion for making it. The second test is that, once hired, performance is all; there are no bad professional foot- ballers. Kuper cited a study by economists Stefan Szymanski and Tim Kuypers that found salary costs explained 92 percent of English football league success. Third, only a few outstanding players are very highly paid. Only 1,000 or so worldwide earn over £1 million a year. The fourth test is that a star’s performance is under constant review on the pitch. If you start to play badly, you’re on the bench or you’re fired. The same sort of tests have been passed by high-earning actors, TV presenters, musicians, writers and entrepreneurs. CEO pay packets pass none of these tests. But that doesn’t necessarily mean a CEO’s job is easy. Perhaps the social construction that passes for a market in CEOs gets it about right, despite its inefficiency. If a large global company is very hard to run and someone has to run it, a CEO may be worth what his or her huge pay packet suggests. 9780230_230941_08_cha06.indd 104 09/09/2009 10:01 6 THE MYTH OF LEADERSHIP 105 The CEO system What does “run” mean in this context? Hard to say. It varies. Some CEOs are better at some things than others. One may be described, on his or her appointment, as a “safe pair of hands”; another will be lauded as “charismatic,” “dynamic,” “inspirational” or “battle-hardened”; a “brilliant strategist, marketer or financier” and the like. But none of them run everything, or take every decision. How could they? The global company is too large, too complicated, and too polyglot for someone to run it single-handed. It is probable that 99.9 percent of decisions taken in a global company each day would be taken the same way with or without a CEO. The organization is run day-to-day by the tacit knowledge embedded in the minds of its employees, and written down in thousands of processes, procedures, routines and conven- tions; and by the momentum imparted to a company by being in business, and dealing regularly with customers, suppliers and other interested parties. It is the other 0.01 percent of CEO decisions that allegedly make the difference – timely strategic moves; audacious acquisitions; cleverly designed procedures; perceptive market diagnoses; the reinvigoration of a disheartened workforce with an inspiring vision, eloquent mission statement, or clear and relevant set of corporate values. But the transformation of that three-legged corporate horse into a Derby winner is never, despite what the CEO’s Long-term Incentive Plan (Ltip) might suggest, the triumph of one man or woman. Other employees also play their parts and armies of highly paid external profes- sionals, including investment bankers, coaches, lawyers and account- ants, and strategy, corporate identity, communications, and IT consultants, also contribute to corporate performance. Some suggest that Jack Welch is given more credit than he deserves for GE’s success (see previous chapter); that Gary Wendt, head of GE Capital, which contributed substantially to GE earnings, played an important role, and that NBC’s strong profits growth during the Welch stewardship was the achievement of the network’s CEO, Robert Wright. Wendt and Wright were doubtless also well- served by groups of able and creative lieutenants, each of whom in their turn … and so on. I don’t know how much work McKinsey, the market leader in strategy consulting, did for GE during Welch’s time as CEO, but Welch must have got to know the firm well during its assignments in the 1970s from which emerged the McKinsey/GE matrix, a business portfolio 9780230_230941_08_cha06.indd 105 09/09/2009 10:01 106 BUSINESS AT A CROSSROADS screening tool, familiar to MBA students, which relates “business unit strength” to “market attractiveness.” McKinsey claims to work for 70 percent of the Fortune 500 (America’s largest companies), and clear evidence of the firm’s influence in the highest echelons of global busi- ness is the 70 or so McKinsey alumni who are or have been CEOs of Fortune 500 companies. They include Louis Gerstner, a former CEO of IBM; James McNerney, CEO of Boeing; Helmut Panke, a former CEO of BMW; Christopher Sinclair, a former CEO of PepsiCo; Peter Wuffli, a former CEO of UBS; Stephen Green, chairman of HSBC and the notorious Jeffrey Skilling, former CEO of Enron. That Skilling was subsequently convicted and imprisoned on charges relating to Enron’s collapse should not be taken to mean there is anything sinister or unhealthy about the close links and exchanges of personnel between large companies and the strategy consultants. An organization the size of McKinsey & Co is bound to hire the odd bad apple. My point here is that some of the achievements the CEOs of large companies receive material credit for in huge pay packets are more properly attributed to outsiders. Actual and aspiring CEOs often assemble teams of these counselors and consultants who follow them, like courtiers following monarchs from palace to palace, when they move from one CEO position to the next. The allegiance of these people is to the CEO, rather than to the shareholders who pay their fees. They cultivate relationships with indi- viduals, rather than organizations. Their objective is to enhance their CEO clients’ reputations, by delivering performance improvements during the CEOs’ periods in office (rarely more than a few years), so that the CEOs are offered better jobs where their retinues can work their magic again. Prominent among those who have the ear of the CEO are the strategy consultants – McKinsey, Bain, Boston Consulting Group, and so on. I am not among those who see strategy consultants as people who borrow your watch and charge you a large fee to tell you the time. I have met many senior strategy consultants, and have worked with several on various projects. I count some as friends. By and large, I have found them charming, smart, well-informed, perceptive, thoughtful, creative and tuned in to the management discourse. My impression has been that they can and do add value to the companies they work at, as well as to the reputations (and market value) of the CEOs they work for. Strategy consultants also play a vital role in the development and dissemination of management ideas. 9780230_230941_08_cha06.indd 106 09/09/2009 10:01 6 THE MYTH OF LEADERSHIP 107 The management ideas market The suppliers of new management ideas and concepts are academics working at business schools (mostly American) and some consultants and other business thinkers. They develop new ideas, package them in the form of books, articles, videos, or lectures, and then sell them to the buyers of management ideas. These are of two kinds: distributors, including management consultants and suppliers of executive education (B-schools, conference organizers, publishers, and so on), and consumers (companies, government departments/agencies and other organizations, such as non-profits). The value chain isn’t a simple one, however. Academics, the main suppliers, may sell direct to consumers (when they act as gurus to CEOs, for instance), and many of them have close links with the consultants, who are the main distributors. It is also common for academics to collaborate with consultants on books and assignments with clients. There’s nothing to object to in this. Academics need to maintain close links with consumers to keep in touch with their concerns and test their ideas in the real world. The leading strategy consultants make excellent intermediaries for academics, because their clients are always in the market for new ideas; they speak both the client’s and academic’s languages; they have plenty of practical experience, and their feel for the market enables them to criticize ideas constructively and suggest how and where they might be tested. For their part, consultants are eager to help management academics test and develop their ideas and will sometimes finance prom- ising research. They are even willing to pay retainers for what amount to non-exclusive licenses to use the new ideas, because they know there’s no better way to attract and keep clients, than to be among the first to offer services based on the latest management fashions. The relationships between management academics and consultants are sometimes stormy, but often close; somewhat like the relationships between movie actors and directors. The academics are free agents, but may associate themselves with particular consultancies if they like the people and enjoy working with their clients. They may get wheeled out to give after dinner talks about their latest ideas to gatherings of clients and play an important marketing role for the consultants they choose to associate themselves with. And there is much toing and froing between academe and consulting. Consultants may become academics when they retire and academics often quit the campuses to join consultancies, or set up their own “boutiques” to consult independently, or act as subcontractors for larger firms. 9780230_230941_08_cha06.indd 107 09/09/2009 10:01 [...]... charismatic people are not necessarily competent This was shown in a recent study by Cameron Anderson, associate professor of organizational behavior and industrial relations at the University of California, Berkeley and doctoral candidate, Gavin Kilduff.4 They divided 68 graduate students into four-person teams and asked each team to organize an imaginary non-profit organization The group that did... get out I shall argue, in the next chapter, that this is a weakness of the modern management ideas market and creates a danger of ambush The point here of this discussion of the market in management ideas is that the CEOs of large companies are supported, not only by able lieutenants and consultants, but also by a large and sophisticated management innovation system in the form of B-school academics who... Business at a Crossroads The intimacy of the relationship between academics and consultants inevitably means that these two key groups in the management ideas value chain have come to share a general view about the market Rational suppliers will tailor their products to suit the needs of their customers A few management writers earn a lot of money from books and articles, but they are exceptions, and... between academics, consultants and large companies mean that the supply-side of the management ideas market is focused exclusively on meeting the needs of large company CEOs Since they are the principal paymasters, the ideas worth most (to an academic) are those that address their problems and challenges In this way, the needs and outlooks of the CEOs of large companies dominate and define the management... know the problems and opportunities the company faces, and are aware of the need to maximize shareholder value, to suggest they are incapable of acting without a CEO It’s also circular It is like saying that tyrannies need tyrants That is undeniable But do societies need tyrannies? 110 Business at a Crossroads The riposte is to modify the argument slightly and to suggest that a CEO adds substantial value,... consultants, including management academics acting as consultants, are greedy and grossly overpaid Some of them may be greedy and some may be overpaid, but the fault in the latter case at least, lies not in them, but in those who overpay The desire for a high day rate is no more a sign of greed in a consultant than is the desire for a high share rating in an entrepreneur The problem here is that the buyers... be valid and valuable is that of an ambassador to the company’s various constituencies The most important constituency, of course is shareholders One of the reasons why superstar CEOs have become de rigueur at large U.S and U.K companies is that the shareholders, in the persons of fund managers, in the first instance, and stock analysts in the second, are gluttons for celebrity They and the financial... fees than any other chamber orchestra In his foreword to Seifter’s book, Richard Hackman, a professor of social and organizational psychology at Harvard University, asks: Rather than relying on a charismatic, visionary leader … might it be possible for all members to share responsibility for leadership and for differences and disagreements to be sources of creativity rather than something that should... regulation, if bankers continued to behave in such a way.3 The backlash the FT editorial had in mind was exemplified the very next day in a double-page spread in the Sunday Times (January 25) It carried police mug shots of seven bank bosses (Sir Fred Goodwin and Sir Tom McKillop, the CEO and chairman of Royal Bank of Scotland respectively; Adam Applegarth and Dr Matt Ridley, CEO and chairman of Northern... Business at a Crossroads The probabilistic cost of all these risks must be added to CEO pay packets, expense accounts, private jets, and the costs attributable to the allegiance of the CEO’s retinue of advisers and consultants to the CEO rather than to the company, before an assessment can be made of the net value the CEO system adds for shareholders Fortunes from good fortune The superstar CEOs, who . “social matching” criteria when a board is drawing up a list of candidates for the CEO job are: the current position of the candidate, and the performance and stature of the candidate’s company quo, and capable of taking the drastic action needed to see off the foreign invaders. It was unfortunate that the merits of this half-baked theory, that all that was needed to revive an ailing. elevation to the short list is the requirement that the candidates are superstars. Khurana argues that Alfred Chandler’s “managerial capitalism” (see Chapter 3) was replaced by what he calls “investor