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Kultur Dokumente
there is a duty to a local community or to society, framework of the tax law. It consists of exploiting
i.e., the citizen has a duty to the State to pay loopholes in the tax law and happens when
whatever taxes are demanded. This first perspec- procedures adopted by the corporation are
tive points to the duty to pay taxes because the aimed at minimizing taxes, while they are within
government always expropriates citizen’ wealth, the letter of the law; those procedures contravene
but a responsible citizen knows that this is the object and spirit of the law. Another example
a natural duty of contributing to the provision of is when fiscal planning reduces taxes in
the necessities of society, and it is the reason why a way that is inconsistent with the overall spirit
the laws, rules, regulations, and standards must of the law.
be enforced. Furthermore, the second perspective
argues that the citizen does not have the duty to
give anything to a corrupt government, i.e., this Introduction
perspective begins with the argument that the
government promotes an illegitimate tax policy There are a few studies that focus on tax
and that the citizen faces a small level of trans- evasion in a particular country, on government
parency and ethics; all of these aspects guide him corruption, and they point to reasons why the
to have no belief in tax equity. However, the citizen does not feel any moral duty to pay taxes
counterargument that the government derives its to such a government. Pommerehne and
authority from the consent of the governed pop- WeckHannemann (1996) present an empirical
ulation is legitimate and thus it is entitled to the analysis of income tax noncompliance in Swit-
right to promote this. The third perspective is that zerland, based on the standard model of tax eva-
there is some ethical obligation to support the sion. Ballas and Tsoukas (1998) discussed the
government of the country where you live, but views of Greek taxpayers. Smatrakalev (1998)
that duty is less than absolute. discusses the Bulgarian case. Vaguine (1998)
Thus, tax evasion is defined as an irregularity discusses Russia, as do Preobragenskaya and
committed deliberately. Most criminal law McGee (2004) to a lesser extent. Morales
details that tax evasion involves a deliberate act (1998) examined the Mexican reality, concluding
with the intention to obtain an unauthorized ben- that a Mexican worker’s duty to his family is
efit. In the literature review, several of such acts sometimes more important than his duty to the
have been presented, but it is not limited to these, State. McGee (1999) conducted a series of inter-
because corporate tax evasion, one can imagine, views to determine how people in Armenia view
such as: making or changing accounting docu- tax evasion, finding two main reasons for evasion
ments; purposely inaccurate financial reporting; to be the lack of a mechanism in place to collect
improper handling or reporting of money trans- taxes and the widespread opinion that the govern-
actions; and authorizing or receiving compensa- ment does not deserve a portion of a worker’s
tion for goods not received or services not income. McGee extended their study to other
performed. Following this, the conceptual dis- countries and surveys of groups in Argentina
tinction between tax evasion and tax avoidance (McGee and Rossi 2006), Guatemala (McGee
hinges on the legality of the taxpayer’s actions. and Lingle 2005), Poland (McGee and Bernal
Tax evasion is a violation of the law. Typically, it 2006), Romania (McGee 2005), and the United
involves deliberately ignoring a specific part of Kingdom (McGee and Sevic 2008) found that
the law. For example, corporations may under- there is widespread support for the position that
report taxable receipts or claim expenses that are tax evasion can be justified on ethical grounds in
non-deductible or overstated when they partici- certain circumstances. In general, these studies
pate in tax evasion. They might also attempt to found that taxpayers do not have an ethical prob-
evade taxes by willfully refusing to comply with lem with tax evasion because their governments
the statutory reporting requirements. Tax avoid- are corrupt and they feel that they have no ethical
ance, on the other hand, is within the legal duty to pay taxes to a corrupt government.
Tax Evasion 2499 T
Others studies have been developed from dif- evasion. Unfortunately, tax evasion has become
ferent religious perspectives. Cohn (1998) and a way for firms to decrease their payments to
Tamari (1998) discuss the Jewish literature on the State being caused by different factors that
tax evasion. Murtuza and Ghazanfar (1998) are more relevant: politicizing (e.g., the rise of
discuss the ethics of tax evasion from the the burden of taxes and social security contribu-
Muslim perspective. Smith and Kimball (1998) tions, the increase in regulation, especially of
provide a Mormon perspective. DeMoville labor markets); economic (e.g., unemployment,
(1998) discusses the perspective of the Baha’i and the decline of civic virtue and loyalty toward
faith. Gronbacher (1998) addresses the issue public institutions); psychological (e.g., forced
from the perspectives of Catholic social thought reduction of weekly working time, earlier retire-
and classical liberalism. Crowe (1944) and ment); and technical (e.g., unchecked system,
Schansberg (1998) look at the biblical literature inefficient control).
for guidance and discuss tax evasion and the duty Consequently, powerful institutions, such as
of the citizenry to support the government in this the European Union (EU), the United Nations
context. Pennock (1998) discusses the “just war (UN), and the Organization for Economic
theory” in connection with the moral obligation Co-Operation and Development (OECD) have
to pay just taxes, and not to pay unjust or immoral enormous potential at levels of public policy
taxes. McGee (1998) comments on the various and promote their approaches to social responsi-
Christian views from a secular perspective. In bility by using structures and human resources,
general, these studies found that the citizen is and the legal and voluntary framework in accor-
morally bound to obey the laws of the country dance with the spirit and letter of the law and
in which they live. other regulations. Also, at the European Union
More recently, Fisman and Wei (2004) have (CE 2006), the basic idea is that institutions have
quantified the effects of tax rates on tax evasion a duty to guarantee the best use of their money
by examining the relationship in China between and, in particular, to fight as effectively as possi-
the tariff schedule and the “evasion gap,” which ble against fraud. This is the reason why the
is the difference between Hong Kong’s reported protection of the financial interests of the Com-
exports to China at the product level and China’s munity has become one of the major priorities for
reported imports from Hong Kong. Ott’s study the European Institutions. This covers activities
(2004) presents the results of research on the size concerning the detection and monitoring of fraud
and evolution of the informal economy and tax in the customs field, the misappropriation of sub-
evasion in Croatia during the second half of the sidies and tax evasion, insofar as the Community
1990s. Bilotkach (2006) discusses the issue of tax budget is affected, as well as the fight against
evasion by enterprises through underreporting corruption and any other illegal activity harmful
activity in the Ukraine. Aljaaidi et al. (2011) to the financial interests of the Community.
explores the perception of Yemeni citizens of On the one hand, the struggle against tax eva-
the severity of tax evasion relative to other crimes sion is truly a private obligation, because who- T
and violations. For the authors, the perception of ever practices fraud and evasion infringes the
tax evasion may somewhat explain the degree of fundamental beginnings of equality, legality, the
noncompliance with the tax laws. just division of revenue and wealth, loyal compe-
In this sense, society demands that the individ- tition, social responsibility, and the responsibil-
ual citizen, the corporation, and the intermediate ity. As Cooper (2004) states in defense, the social
organizations should be effectively protected by impact of organizations is very much influenced
law whenever they have rights to be exercised or by the legal constraints on their activity. Incorpo-
obligations to be fulfilled. Thus, it is immoral for rated organizations actually depend upon the law
an individual citizen or a firm to receive the for their very existence and all their dealings must
benefits of the State without paying taxes, or take into account the laws of the land. These laws
worse. promoting the use and abuse of tax and regulations are socially constructed and
T 2500 Tax Evasion
therefore an important argument in the business Regarding the new culture of operational
and society field is to consider the role that public cooperation, the European Commission and the
policy or government regulation has to play. On national authorities intended to bring resources
other hand, the struggle against tax evasion is also together to encourage a more proactive orienta-
a public obligation, because it causes distortion in tion of action on the ground. Effective action
economic activity, limits the quality of the public against fraud and evasion inside several countries
services and the social dimension of the State, presupposes the best possible knowledge of their
and determines the increase in the tax burden social, economic, and criminal environment. In
supported by taxpayers. In this sense, combat this sense, the technology and the technical
with these scourges?? requires an active and per- means of gathering, storing, and exploiting infor-
manent activities?? with the unlimited purpose of mation must be developed in the light of best
being effective and efficient. social practice.
In this sense, the EU member states adopted The inter-institutional approach to preventing
a strategy around four challenges: and combating corruption entails the European
– An overall legislative anti-fraud policy (the Anti-Fraud Office, under its French acronym –
development of the regulatory system toward OLAF (Office européen de lutte antifraude), hav-
greater effectiveness and coherence); ing to cooperate closely and regularly with the
– A new culture of operational cooperation (full Community institutions, bodies and agencies and
participation and concerted commitment of contribute to training actions. Furthermore, it
the national and Community authorities on must encourage transparency and the duty to
the ground); communicate. The European Commission will
– An inter-institutional approach to preventing develop norms and rules on ethics and the con-
and combating corruption (the strengthening flicts of interest oriented toward transparency and
of the credibility of the European institutions); security to avoid Community decisions being
and affected by irregular influences. As the Commis-
– Enhancement of the penal judicial dimension sion of the European Communities states (CE
(adaptation of national criminal prosecutions 2000), the objective is to have a working envi-
to the new obligations of the Treaty). ronment where every official at any level is in
For a new legislative anti-fraud policy it is a position to be aware of his responsibilities, in
necessary to develop a culture that includes pre- particular with regard to the obligation of loyalty
vention, detection, and cooperation by integrat- to the institutions and the obligation to cooperate
ing all sectors where fraud and corruption might to prevent irregularities.
take place. Thus: The fourth and last challenge is related to the
– Prevention denotes the quality of acting in enhancement of the penal judicial dimension.
accordance with clear, easily applicable legis- The inclusion in the Treaty of Amsterdam of
lation, including provisions likely to Article 280 , the regulations adopted in May
strengthen sound financial management and 1999 under the co-decision procedure, the inter-
effective control of Community and national institutional agreement, and the establishment of
policies. the OLAF brings about in a tangible manner the
– Detection presupposes a sound application of integration of the national judicial dimension in
Community and national principles, values, the fight against fraud and corruption.
and norms as well as the sound management The four strategic guidelines will allow the
of Community policies and funds. European Community to improve in a significant
– Cooperation is related to the progressive way the level of protection of the Community’s
development of administrative cooperation financial interests. The implementation of these
rules between the European Commission and strategic orientations will allow the control pro-
the national authorities that allow for better visions and the audit capacity of the Commis-
application of economic and financial rules. sion’s departments to be strengthened overall
Tax Evasion 2501 T
with the triple aim of effectiveness, transparency, citizens fight to belong to the global market.
and ethical behavior. The institutions and Mem- Thus, the possibilities of tax evasion arise from
ber States must adopt the measures necessary to the production of tax information and the range of
ensure an equally high level of protection of needs and abilities required to accommodate all
financial interests throughout the Community these differences.
and to fight fraud and evasion unrelentingly and
with the utmost vigor (David and Abreu 2008).
Tax evasion is seen as a violation of the Future Directions
accepted moral norms and values for social,
financial, and administrative behavior. The New methodologies are needed to measure tax
moral nature of these values refers to what is evasion and connect them to economic changes,
judged as right, just, or good (conduct), because technological improvements, and social tradi-
the absence of ethics implies corruption. Thus, tions as dimensions of social responsibility, and,
the corporate code of ethics increased signifi- more specifically, to financial performance.
cantly, as strategic management nowadays Within this context, firms can use the right strat-
needs more and more business ethics in order to egies toward positive actions, protecting fair and
compete in the global market. good behavior, and understand the negative
actions that have an impact on the shadow econ-
omy that seem to include legal activity deliber-
Key Issues ately hidden from the authorities. Indeed, the
governments must be constantly vigilant to
The concepts of tax evasion and tax avoidance avoid being associated with corrupt practices,
embrace many dimensions and problems. As no and global businesses should promote sustainable
clear-cut distinction between tax evasion and tax development.
avoidance exists, it is necessary to define which It is a matter of urgency for governments and
practices can be considered as violation or abuse the European Union to reinforce the fight against
of tax codes. In addition, it is important to clarify tax evasion undertaken by corporations in order
the context of tax evasion in the corporate code of to increase their revenues through the implemen-
ethics. tation of formal internal preventative measures.
The scarcity of empirical papers is due to the The effectiveness of this fight is evaluated, at
difficulties in accessing databases of citizen tax some point, in the level of prevention and in the
information because of secrecy laws and the Tax range of measures in opposition to fiscal fraud
Authority does not allow researchers to use this and evasion that integrate ethical behavior into
information as it is frequently classified. Cur- public service.
rently, owing to this scarcity of empirical studies, Social responsibility is an essential need of the
other types of tax havens abroad make more society and full and open disclosure of information
sophisticated financial crimes more profitable. that yields better fiscal policy to be promoted by T
Some of these crimes are money laundering, ille- political-makers. Tax evasion should be fought
gal business (such as: drug trafficking, weapons with all weapons as tools, actions, and procedures
market and terrorism) and accounting manipula- for everybody who used them, in order to decrease
tion (such as: misrepresenting accounting and the range and power of human bad behavior.
taxation income, forgery assets, and ubiquitous
liabilities). In this sense, if tax evasion could be
evaluated, it might be estimated as the value and Cross-References
size of a shadow economy.
Another key issue is related to the complexity ▶ Business Ethics
of the tax system of each country around the ▶ Business for Social Responsibility
world. At the same time, corporations and ▶ Business Tax Evasion
T 2502 Tax Evasion
Julia Gottwald, Lea Franziska Buch and The phenomenon of technology transfer is com-
T
Walter Leal Filho plex, as technology is heterogeneous and the
Research and Transfer Centre “Application of transfer process occurs in various modalities
Life Sciences”, Hamburg University of Applied and in largely differing contexts. It involves spe-
Sciences, Hamburg, Germany cific geographical, economic, social, cultural, and
institutional characteristics and a large number of
business sectors, as well as actors ranging from
Synonyms small and medium enterprises up to entire regions
with varying levels of technological capabilities
Knowledge transfer; Technology commercializa- and different kinds of objectives regarding the
tion; Technology valorization use of the transferred technology.
T 2504 Technology Transfer
As a result of the numerous factors influencing The second mode of transfer is often explained
technology transfer and its connections to a wide exemplarily with the concept of International
range of topics related to economic growth and Technology Transfer (ITT), whereby in most
social development, as well as cultural systems cases North-South technology transfer, from
and human behavior, such diverse disciplines as industrialized to developing countries, is meant.
economics, engineering, management theory, Nevertheless, it can also be applied to
sociology, anthropology and cultural sciences intranational or even intra-firm technology
have approached the concept and its expression transfer, and recent literature emphasizes the
in reality from very different perspectives. The need to further investigate South-South and
perceived role of technology transfer differs even South-North technology transfer (Karakosta
accordingly: the focus can lie on corporate or et al. 2010; Brewer 2007; UNCTAD 2007).
regional competitiveness, emphasizing techno- The main difference to the linear model of
logical, financial, or economic benefits, on inno- University-Industry Technology Transfer is that
vation and learning processes, or on improving a technology already in use in one place or orga-
quality of life and social or cultural change, nization is transferred to a recipient entity in
from macroeconomic and institutional or order to satisfy a perceived need or fulfill a spe-
micro-sociological and cultural-anthropological cific function. The classic stages of this process
perspectives, respectively (Reisman 2005). have been described in the five-stage or feedback
Two main modes of moving and applying model as shown in Fig. 2.
knowledge through technology transfer can be Both University-Industry and International
described: firstly, the conversion of scientific Technology Transfer have grown significantly
and technological knowledge into commercial over the past decades. The distribution, however,
products or services; secondly, the process of varies greatly across geographical areas, technol-
transferring technological equipment and knowl- ogies, and firms. The commercialization of sci-
edge generated in one place or organization to entific research and development in the sense of
a recipient country, firm, or community. The first the linear model of technology transfer mostly
process spans the stages from research to market occurs in the industrialized and, to a lower
penetration, with a particular focus on the inter- degree, in the bigger emerging economies, such
face between R&D (often done by a university as the BRIC countries (Brazil, Russia, India,
research institute, a corporate unit, or a govern- China) or the “Asian Tiger” states. The main
ment laboratory) and commercialization (mostly reason these processes have not taken place in
carried out by private companies) (Rogers et al. the less developed countries is the lack of finance
2001). This transfer process from basic research and capacity for R&D. The private sector
via applied research to development and finally flows and technology transfer fostered by
to production, often referred to as “University- governments or multinational organizations
Industry Technology Transfer” (UITT), is between different countries, on the other hand,
represented by the so-called linear model of tech- are increasingly also reaching developing
nology transfer as shown in Fig. 1. countries, sometimes attracted by favorable
Technology Transfer 2505 T
their environment such as the political and
ASSESSMENT
economic situation, cultural and institutional
influences, educational level and technological
capabilities. Technology transfer can therefore
not be seen as a private transaction between two
parties, but as a process involving a number of
AGREEMENT stakeholders.
ventures, whereby two or more firms share the flow of books, journals and other publications,
provision of equity capital, the investment risk, the movement of persons through immigration,
but also the control and decision-making author- academic exchange, or project and study visits.
ity and the profits of the enterprise. This modality Technology transfer often happens through
is used often by companies in emerging econo- a range of these mechanisms.
mies that want to absorb scientific knowledge,
advanced technology, managerial skills, and con- Impacts of Technology Transfer
tacts to foreign markets from corporations of Improving technological capabilities is the main
industrialized countries. objective of any technology transfer. Above that,
International subcontracting, where a pro- there are several superior goals to be reached by
ducer company signs a contract with a manufac- technology transfer that vary among different
turer in a developing country for the production stakeholders, such as economic growth, social
of certain parts or the assembly of products, can development, or local competitiveness. Specific
also be a mechanism of technology transfer, such benefits for a company or region can include the
as machinery, specifications, and manufacturing creation of new job opportunities, the recruitment
skills. In a turnkey contract, the foreign company of the local labor force, improvements in levels of
usually supplies a whole package to the technol- education and technological and managerial skills,
ogy recipient, that is, a complete production plant the creation of technological spin-offs and spill-
with all equipment and infrastructure, the provi- overs, the creation of new products or the improv-
sion of the complete procedures and know-how, ing of products and processes, and benefits to
training of the workforce, etc. This form of trans- research and development institutions.
fer often occurs when a country is still in an initial Different levels of technological content in the
stage of industrial development. It can be a driver transfer process have been distinguished in
of such development, but can also hamper it by the literature, each of them with a different
fostering dependence on foreign technology impact on the technological capabilities of the
(Able-Thomas 1996). recipient. The lowest impact is caused by the
In the context of technology transfer between transfer of capital goods, which enables the recip-
universities and industry (UITT), universities use ient to increase the production capacity. If
the formal channels of patents, licensing, and the flow of skills and knowledge is included, the
spin-off companies to transfer research outcomes recipient additionally acquires capacities to
to industry or directly to the market. Many uni- operate and maintain the transferred equipment
versities have set up technology transfer offices efficiently. The highest impact is created when
(TTO) to manage the commercialization of their expertise for the generation of technological
research outcomes. Patents and licenses enable change is transmitted. In this case, learning pro-
companies to utilize the results of university cesses and indigenous adaptation and innovation
research, whereas spin-offs are new companies are fostered. In other words, short-term, one-off
that have been founded by university employees deals have a lower impact on the capabilities of
or by graduates in order to commercialize their the recipient than repetitive or long-term cooper-
research results. ations (Pueyo et al. 2011).
Furthermore, both in a national and interna- Factors that can inhibit the positive impact of
tional context, enterprises as well as universities technology transfer include, among others, a lack
also use informal mechanisms of technology of bilateral scientific or technological advantages
transfer, including capacity building and training, in the process, a lack of an integrated engineering
the exchange of personnel through technical and socioeconomic approach to the action, or
assistance programs, the exchange of information a failure to assess appropriately the local cultural
at international conferences or trade fairs, the and economic potential for the adoption of the
Technology Transfer 2507 T
transferred technology, restricting the feasibility Key Issues
study, for example, to a cost-benefit analysis
(Cohen 2004). Corporate Social Responsibility and
The consequences of the different mecha- Technology Transfer
nisms of technology transfer have been investi- The link between corporate social responsibility
gated through a number of empirical studies with (CSR) and technology transfer is relevant for
diverse results so that there is no clear answer companies and other institutions in two aspects:
regarding the effectiveness of one or the other firstly, enterprises that are involved in technol-
transfer process to benefit the recipients. Recent ogy transfer as part of their regular business do
literature emphasizes the importance of informal this in accordance with their CSR commitment;
flows of technology and knowledge for raising secondly, engaging in technology transfer activ-
the capabilities of stakeholders, especially in ities can be one means for a company to fulfill
developing countries. certain aspects of its social responsibility. The
way CSR is done differs depending on the type
Barriers and Success Factors for Technology of technology transfer the company is involved
Transfer in, such as University-Industry Technology
Numerous barriers on the one hand and enabling Transfer (UITT) and International Technology
factors on the other have been identified in the Transfer (ITT). Examples for each type are
literature. They can be grouped into four catego- given in Table 1.
ries: firm-specific, industry-specific, region-spe-
cific, and nation-specific factors. Influencing CSR and University-Industry Technology
factors at company level can include, for exam- Transfer (UITT)
ple, stakeholder awareness of foreign technolo- As described above, the form of cooperation of
gies, the level of internationalization and enterprises with universities within a UITT
connections with research institutions of the ranges from formal channels, such as technology
firm, the closeness of the relationship between transfer offices, joint research projects, and pur-
transferor and recipient, and the level of educa- chase of patents or licenses, to informal channels,
tion and technological capabilities of the work- such as student internships, student projects, the
force. Industry-specific factors include the level employment of graduates, or conferences.
of market development and profitability and the For enterprises that are involved in UITT as
political and regulatory conditions for the sector. part of their regular business, carrying out tech-
Region- and nation-specific factors can refer to nology transfer in accordance with the CSR com-
levels of economic development, the openness of mitment applies both to the method of conducting
the trade and investment regime, the quality research and utilization of the research results.
of institutions and business risk, the availability This may entail the company only using research
of human capital, cultural peculiarities, specific results in their technological development that
local needs, the degree of connectedness between have been produced in accordance with certain T
stakeholders of academic, political and business standards; environmental, social, and in particu-
organizations, and the political support for indus- lar ethical standards can be of relevance. More-
trial activities. over, the final result of the transfer process, for
Some authors also use the classification into example, the marketable product, meets the CSR
micro- and macro-barriers, depending on whether standards, that is, in terms of impact on social and
they can be resolved by the project participants environmental issues. Finally, CSR also applies
themselves, or a division into economic and to the cooperation with the transfer partner, for
financial, political and institutional, technologi- example, respecting intellectual property rights
cal, and cultural and social barriers. and fair collaboration.
T 2508 Technology Transfer
Technology Transfer, Table 1 Examples of linkages between CSR and technology transfer
Application of CSR strategy to regular technology Use of technology transfer as a means to fulfill social
transfer activities responsibility
UITT • To conduct research in accordance with ethical, • To foster R&D in order to find solutions for social or
environmental, and social standards environmental problems
• To develop and market products that meet • To support practical application of new
appropriate social and environmental standards (e.g., environmentally friendly) technologies at
• To collaborate in a fair manner with technology a university or in a community
transfer cooperation partner
ITT • To comply with higher social and environmental • To give developing aid by donating goods (e.g., own
standards than mandatory in host country products), offering training or technical support to
• To increase the capacity of local employees or local organizations or communities in developing countries
(supply) companies (e.g., offer training courses and
technical support)
• To support community development (e.g., health and
education infrastructure for the local population)
The motivation for engaging in UITT outside higher environmental and social standards,
regular business activities can also be to meet which can contribute to the improvement of
certain CSR criteria. For example, a company local workplaces and communities (Reimann
can consider it part of its CSR strategy to find et al. 2012).
solutions for an environmental problem and However, there are controversial opinions as
therefore engage in technology transfer via to whether the CSR strategy of a transnational
supporting relevant research projects or confer- corporation should be global and thus the same
ences, with the aim of fostering environmental for every country where the corporation does
innovations. Furthermore, a company can business, or if companies should develop local
support a local university or community in the CSR strategies. On the one hand, CSR strategies
practical application of technologies. The imple- locally developed in consultation with respective
mentation of a pilot project can be supported host country stakeholder groups can have
either financially or with the know-how available a positive impact on ownership and legitimacy.
at the company. On the other hand, TNCs might develop less
ambitious CSR strategies for their affiliations in
CSR and International Technology developing countries because of lower local CSR
Transfer (ITT) standards and pressure (Muller 2006).
As described above, enterprises, especially trans- Community development in poorer countries
national corporations (TNCs), play a key role in is one field of action for TNCs in this sense.
international technology transfer, with FDI, According to Reimann et al. (2012), community
trade, and licensing being the most important development is seldom seen as a core part of CSR
transfer mechanisms. A strong link between in Western countries, whereas it can be critical in
CSR and ITT can be observed in FDI in develop- emerging economy settings with low social stan-
ing or emerging economies. dards and insufficient infrastructure. TNCs,
TNC have often been criticized for taking therefore, often need to take an active role in
advantage of the lax environmental or social leg- improving the local conditions.
islations in these countries and for pursuing International technology transfer and the CSR
exploitative and compliance-oriented strategies. strategies of transnational corporations are of
Accordingly, many CSR strategies nowadays go great relevance for social and economic develop-
above and beyond mandatory fulfillment of ment in less developed countries. ITT is
Technology Transfer 2509 T
especially relevant in developing countries where Future Directions
local universities hardly engage in research and
technology transfer and thus have a low innova- In the future, the connection between CSR and
tion performance. In those countries, TNCs play technology transfer can be expected to gain more
a central role for technological development, as relevance in the following fields: climate change,
the transfer of technologies through trade or for- informal technology transfer mechanisms, and
eign direct investment by TNCs is one of the most university social responsibility.
important channels for updating their technolog-
ical standards. However, TNCs have mostly Climate Change
located their R&D in developed countries, so In recent years, climate change has become
that there is an asymmetry between technology a relevant topic of international technology trans-
possession and the location of technological fer (ITT) and for CSR. Climate change is a global
need. While in developed countries the technol- problem which can only be tackled on a global
ogy cycle takes the route from research and level. The need for the transfer of environmen-
development to design and production, in less tally sound technologies (EST) has been recog-
advanced developing countries it tends to take nized in the framework of the international
the reverse route, from production and design to climate change negotiations. The United Nations
development and research. The literature has Framework Convention on Climate Change
shown that the impact of introducing new tech- (UNFCCC) requires its parties to “promote and
nologies via trade or FDI on the local economy is cooperate in the development, application, diffu-
rather limited if local enterprises are not in sion, including transfer, of technologies, prac-
a position to absorb and apply the new technolo- tices, and processes that control, reduce, or
gies due to a lack of know-how and education. In prevent anthropogenic emissions of greenhouse
this context, CSR of TNCs can be of relevance gases” (Article 4.1c). The research literature
through the creation of links to local firms and the regarding the transfer of technologies for climate
support of capacity building for employees in change mitigation and adaptation has been
their own affiliations as well as in cooperating growing rapidly.
firms, thus contributing to increasing the Efforts to increase the capacity of less devel-
capacity of the host country to absorb new tech- oped and emerging economies to implement cli-
nologies and its technological development in the mate change adaptation and mitigation measures
long term. are mostly initiated by governmental entities,
In summary, socially responsible international international cooperation agencies, or NGOs.
technology transfer can take the following forms: Nevertheless, the private sector plays a key role
(a) to comply with higher social and environmen- in terms of transferring the appropriate technolo-
tal standards than mandatory in the host country; gies and know-how to other countries. In recent
(b) to increase the capacity of local employees or years, the Clean Development Mechanism
local (supply) companies (e.g., offer training (CDM) of the Kyoto Protocol has played an T
courses and technical support); and (c) to support important role in fostering these kinds of technol-
community development (e.g., health and educa- ogy transfer to developing coutries in order to
tion infrastructure for the local population). foster sustainable development through improve-
Additionally, companies which are not originally ments in waste management, energy efficiency,
involved in ITT as a regular business activity deforestation, and other climate-relevant areas.
might incorporate it as a CSR measure. A pro- At the same time, the business activities of
ducer of photovoltaic panels, for example, could enterprises have a strong impact on climate
support rural electrification projects in deprived change (or on the environment in general). Pri-
communities by donating solar panels and vate corporations can evaluate their general tech-
offering technical training and support to local nology transfer activities regarding their impact
technicians. on local environments and global warming in the
T 2510 Technology Transfer
framework of their social responsibility. Most of and environmental responsibilities can be consid-
the largest transnational corporations are taking ered as the key components of USR (Tetrevova
steps to include climate change explicitly in their and Sabolova 2010). The relevance of USR can
CSR reports. However, much work remains to be seen in the context of the Bologna Process and
make this disclosure more comprehensive and the trend of universities receiving less public
comparable (UNCTAD 2011). In this context, financial support and becoming more entrepre-
the integration of energy-efficient production neurial. Technology transfer activities play a key
machinery in a foreign affiliate, for example, role for universities in attracting nonpublic
can cost-effectively accomplish the goal of cli- sources of income. This includes formal mecha-
mate change mitigation and at the same time nisms such as patents, licensing and spin-offs, as
transfer know-how about these technologies to well as as informal mechanisms such as consul-
the host country. tancy and conferences. In the context of univer-
sity research and technology transfer, the
Informal Technology Transfer Mechanisms ethical level of social responsibility, in particular
Most of technology transfer research has focused intellectual property protection, is of major
on the commercialization of university research relevance.
or commercial forms of private sector technology
transfer and, therefore, mechanisms such as
patenting, licensing, FDI and spin-offs have
been the most studied. The literature acknowl-
Cross-References
edges that there are other ways in which technol-
ogy is transferred; however, their outcomes are ▶ Climate Change
▶ Global Warming
harder to measure (Nilsson et al. 2010). Some
▶ Knowledge Management
studies have demonstrated that these common
▶ Knowledge Transfer, Knowledge
indicators for formal technology transfer account
Management and CSR
only for a minor proportion of the technology
actually transferred to the market (Lester 2005;
Agrawal and Henderson 2002). For this reason,
there is a need to explore informal technology References and Readings
transfer mechanisms, such as consulting, co-
supervision, recruitment of graduates, collabora- Able-Thomas, U. (1996). Models of renewable energy
tive research, trade fairs, and conferences. technology transfer to developing countries. Renewable
Energy, 9(1–4), 1104–1107.
Engaging in such informal technology transfer
Agrawal, A., & Henderson, R. (2002). Putting patents in
can be profitable and at the same time a socially context: Exploring knowledge transfer from MIT.
responsible way for enterprises to cooperate with Management Science, 48(1), 44–60.
universities and other organizations where both Barton, J. H. (2007). New trends in technology transfer.
Implications for national and international policy.
sides can benefit from knowledge transfer.
Geneva: ITCSD.
Brewer, T. L. (2008). Climate change technology transfer:
University Social Responsibility a new paradigm and policy agenda. Climate Policy,
Universities are key actors in technology transfer 8(5), 516–526.
Cohen, G. (2004). Technology transfer. Strategic manage-
processes. While CSR was originally introduced
ment in developing countries. New Delhi/Thousand
in large enterprises, and subsequently also by Oaks/London: Sage.
smaller firms and organizations, in recent years, Hoekman, B. M., Maskus, K. E., & Saggi, K. (2005).
social responsibility practices have also been Transfer of technology to developing countries:
Unilateral and multilateral policy options. World
adopted by universities, a practice referred to as Development, 33(10), 1587–1602.
university social responsibility (USR). Similar to Karakosta, C., Doukas, H., & Psarras, J. (2010). Technol-
CSR, economic, ethic, subsocial, philanthropic, ogy transfer through climate change: Setting a
Temporary Natives 2511 T
sustainable energy patter. Renewable and Sustainable
Energy Reviews, 14(6), 1546–1557. Teleological Ethical Theory
Lester, R. K. (2005). Universities, innovation, and the
competitiveness of local economies, industrial perfor-
mance center working paper 05-010. Cambridge: ▶ Ethical Egoism & CSR
Massachusetts Institute of Technology. ▶ Utilitarianism and CSR
Metz, B., Davidson, O. R., Martens, J., van Rooijen,
S. N. M., & McGrory, L. (Eds.). (2000). Methodolog-
ical and technological issues in technology transfer.
A special report of IPCC Working Group III.
Cambridge University Press: Cambridge, 57. Teleological Ethics
Muller, A. (2006). Global versus local CSR strategies.
European Management Journal, 24(2–3), 189–198.
Nilsson, A. S., Rickne, A., & Bengtsson, L. (2010). Trans- ▶ Virtue Ethics and CSR
fer of academic research: uncovering the grey zone. ▶ Virtue Ethics and the Environment
The Journal of Technology Transfer, 35, 617–636.
Pueyo, A., Garcı́a, R., Mendiluce, M., & Morales, D.
(2011). The role of technology transfer for the devel-
opment of a local wind component industry in Chile.
Energy Policy, 39, 4274–4283. Teleological Theories
Reimann, F., Ehrgott, M., Kaufmann, L., & Carter, C. R.
(2012). Local stakeholders and local legitimacy: ▶ Ethical Theories
MNEs’ social strategies in emerging economies. Jour-
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Reisman, A. (2005). Transfer of technologies: A cross-
disciplinary taxonomy. Omega, 33, 189–202.
Rogers, E. M., Takegami, S., & Yin, J. (2001). Lessons Temporary Natives
learned about technology transfer. Technovation, 21,
253–261.
Schneider, M., Holzer, A., & Hoffmann, V. H. (2008). Philippe Callot
Understanding the CDM’s contribution to technology ESCEM Group (School of Business &
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Storper, M., & Walker, R. (1989). The capitalist impera-
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Tetrevova, L., & Sabolova, V. (2010). University stake- Synonyms
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ity. WSEAS Transactions on Advances in Engineering
Education, 7(7), 224–233. Residents of second homes
UNCTAD (2007). The Least Developed Countries Report
2007: Knowledge, Technological Learning and Inno-
vation for Development. New York/Geneva: United Definition
Nations.
UNCTAD (2011). Investment and enterprise responsibil-
ity. Review analysis of investor and enterprise policies The temporary native is a person (or household)
on corporate social responsibility. New York/Geneva: owning a property in addition to the normal place T
United Nations. of residence in order to stay there freely during
Wilkins, G. (2002). Technology Transfer for Renewable
Energy. Overcoming Barriers in Developing Coun- spare time, behaving as a permanent resident
tries. London: Earthscan Publications, The Royal while there.
Institute of International Affairs, 48.
Introduction
with 3,000 h a century ago. Equally, the rate of passing into the hands of these temporary natives
holiday departures, varying between countries, who freely take over the properties. Because of
results from the level of development of the coun- the law of supply and demand, prices have
try, with tourism resulting from the high level of exploded in certain sought-after areas. In the
comfort of the populations. This rate of departure eyes of the natives, these tourists come along
materializes the desire for holidays, a right and, in addition to the dwelling, take over part
obtained during the twentieth century in most of “their memory and their history,” creating
developed countries. There are still great discrep- a will to resist among the people of the commu-
ancies even within the developed countries. nity (Prunet 2007). This is the case of numerous
Hence in Europe, the rate of departure of the eagerly sought-after islands, such as the Ile de
Portuguese (around 30%) is nearly three times Groix, which has 2,500 inhabitants in winter and
lower than that of the Swiss (over 80%). Obvi- four times as many at the peak of the summer
ously, this rate correlates to household incomes, season. The issue raised here is that of the sup-
but there are other variables affecting the high or posed differences between the permanent resi-
limited rate of departure. These include the desire dents, the true natives, and the temporary
not to go away or the “favorable” geographic residents who want to make everyone believe,
situation of a permanent resident that does not sometimes successfully, that they are locals,
induce him to leave his home. Another factor also when they usually have no local roots. It was
at the source of these discrepancies is the way just that at one time they fell in love with this
second home owners respond to the situation. wonderful area and wanted to have a place to stay
Indeed, these people tend to consider that going there, not forever, but just every summer, or as
to their second home is not the same as going on a hideaway for long weekends, or simply to make
holiday (Urbain 2008). The phenomenon of sec- the most of an investment. It is the question of an
ond homes is not a recent one. In addition to endlessly repeated journey returning to the smells
extending one’s property assets, it symbolizes and tastes of the last visits and reinvigorating
being able to go off at leisure to a favorite desti- mind and body, just as it happened the first
nation. Coastal resorts, confirming the attraction time. We find ourselves in the scenario of volun-
of water as an act of the popularization of tourism tarily returning to the destination with the some-
(Boyer 1999), have literally “exploded” demo- times timid desire to establish long-term roots in
graphically because of the desire of people ini- the area as a permanent resident, adopting the
tially to go there on holiday, then for a large habits and ways of living (especially regarding
number of them to wish to buy a property there. food buying) that go with it. This expresses
La Baule, Carnac, and Le Touquet close to Paris, a strong desire to stand apart from the tourists,
Biarritz further away, have all experienced who only come to the place for a while to con-
a demographic explosion linked to this phenom- sume fleetingly, spending a little money, but
enon of second homes. However, this phenome- unable to imagine settling down permanently in
non also has its downside. the way of life and customs of the area. On the
contrary, the temporary native likes to feel rec-
ognized by the inhabitants, going so far as to stop
Key Issues to find out the latest news, to use first names, or
talk about village locals in order to underline
In addition to the impact of infrastructures and a sense of belonging with the community. We
buildings (individual homes or apartment would not go as far as saying to mark his territory,
blocks), there is also the question of relationships but undoubtedly a little of that comes into it. He
with the true natives. Are the new residents well will readily excuse himself for his very long
accepted? How do they behave? We see every- absence, too long since his last stay, justifying
where homes that originally belonged to the his lack of presence by a busy life or other impos-
locals and handed down over several generations, sible reasons for this infidelity. Once he has
Temporary Natives 2513 T
returned home to his normal residence, he will It takes a real hold of the coastal regions, at the
spout out anecdotes about this place that he now same time pushing the natives inland. The insular
knows so well. This highlights the complex rela- phenomenon (Prunet 2007) can be recognized
tionship between natives and tourists. Some even here, with similar, memorable situations taking
go as far as noticing the presence of lies, boycott, place, for example, in Marrakech. Most of these
and secrets (Prunet 2007) in the way that the invasions are made by private, French investors,
natives set about taking control of the situation. investing either in a lucrative business based on
Lies from the inhabitant when he welcomes tourism or in a temporary-nature second home.
a tourist, pretending he is a distant relative; boy- With the novelty of the cultural variable, we find
cott of the establishments managed or run by here the same causes and the same effects.
tourists. Finally, the secret consists in not reveal- The inhabitants of Marrakech have been pushed
ing local issues of any sort to the tourist so as to back 20 km from the city, encouraged to leave the
isolate him from the community. Does the holi- heart of the city to new, temporary native
day resident, our temporary native, receive the investors. Medina no longer belongs to the
same treatment? There are two existing attitudes. Moroccans the town of Tamansourt, with its
There are those who do not merge with the cus- 300,000 inhabitants and housing estates, is
toms of the place, with no particular desire to becoming a ghetto, a commuter town for
integrate into local, community life. Some even employees of the popular tourist city. By pushing
contribute to their rejection, believing themselves the local population away from their land, we can
to be a “providential presence” (Meistersheim understand how hostile reactions can be created
2000) and therefore coming up against the resis- toward these visitors or tourists. Resistance sets
tance of the natives who do not accept this arro- in and the inhabitants come together, as at Fes, in
gant posture. The second attitude relates to an association encouraging them to take in tour-
second home residents who expect nothing from ists (“Ziyarates Fes” or welcome to Fes). Some-
the community. Paradoxically, these people are times, ambivalent attitudes are shown on the part
accepted more readily than those adopting the of the temporary natives. “Their consumption
first attitude. Herein lies a subject ripe for habits are like the locals, but they behave like
research: seeing if these two attitudes can be tourists” (De Keyser and Verhaeghe 2010).
seen in temporary natives with the same conse- In this respect, they try to imitate the natives
quences. It is clear to see the division being with the habits they attempt to assume (particu-
created between the inhabitants and the invaders larly with regard to food), but for everything else
in the form of tourists or temporary natives for they behave like tourists on conquered land.
those living there occasionally and wishing to Because of the rise in the cost of land, the phe-
merge in with local life. nomenon has become practically global. Where
a site has sought-after benefits, the natives are
encouraged to leave their heritage behind. They
Future Directions are pushed out! We find ourselves at the heart of T
an interesting debate. This concerns the power of
The impact of the phenomenon of second homes money over the history of communities and fam-
cannot leave anyone indifferent. In terms of vol- ilies and the annihilation of heritage passed down
ume (accommodation capacity), it is often quite through the generations. In some cases, it is nec-
simply and by far the method of accommodation essary to call upon sustainable development
commonly used by the “tourists.” Thus, in because of a lack of responsible investment.
Belgium, in the district of Knokke-Heist, of the In Saidia, a new Moroccan tourist resort created
83,268 housing units, second homes account for as part of the Plan Azur to increase tourism in the
99.3%. In terms of beds, out of a total of 540,243, country, nine hotels have been built in addition to
these homes represent 75% of the total co-owned second homes (180,000 € on average
(De Keyser and Verhaeghe 2010; 2007 data). for a maisonette). The beach is characterless, the
T 2514 Temporary Natives
Temporary Natives,
Fig. 1 The positioning of
the temporary native in
relation to the four types of
Air Assets
capital linked to tourism (Low CO2)
Social
Financial Assets
Tourism (time, culture,
Assets
education…)
Space Assets
Temporary
Natives
dunes flattened, and the biodiversity that held done it in Normandy (Deauville and Trouville are
the sand down is beginning to disappear. Since known as the 21st arrondissement of Paris) or in
there is nothing to hold down the sand any more, Berry and now in the Champagne region since
the inhabitants further away are suffering the good offers are becoming hard to find. We see
consequences. Nothing has been planned for these invasions (passive?) increasing at the same
waste water, but the sea is not far away. After rate as the pictures and word are passed on about
the euphoria of the creation of jobs, families a given destination. The interest in doing this
living here, the natives, are even hoping that the seems obvious here. It is the proximity and
tourist complex will be a failure. another way of experiencing “city life in the
Among the four types of assets involved with country,” taking up Edgar Morin’s metaphor.
tourism (Babou and Callot 2007), where do the The city dweller has a property by the water (as
temporary natives fit in? They are at the conver- in Knokke-Heist, Deauville, Biarritz, Damgan,
gence of three assets, at the point where the social Argelès, etc.), in the country (Berry, Limousin,
and financial assets as vectors of tourist activities Béarn, Périgord, Champagne, etc.), or in the
(having sufficient income and time, etc.) come mountains (Avoriaz, Courchevel, La Mongie,
into contact with the spatial assets (Fig. 1). Gérardmer, etc.). This proximity is unfortunately
Indeed, we have already stated that the tem- a double trap for the environment and its protec-
porary natives leave in the quest of space, which tion! Having a property there naturally incites
draws them like a magnet. They invest in a place and encourages the owner to go there, as often
and treat themselves to a house or building in as possible. This enthusiasm therefore involves
which they can create another local life for them- an increased frequency in the number of car jour-
selves. The English have done it in Brittany, then neys, which is costly in terms of energy and CO2
in the Dordogne, and now in the Limousin emissions! If the owners do not go themselves,
(although with less frequency because of the fall the property could be lent to friends or family.
of the pound against the euro). The Parisians have This in itself helps to offset the problem.
Territorial Social Responsibility and Territorial Small and Medium-Sized Enterprises 2515 T
The second trap is linked to the property itself. Callot, Ph. (2006). Marketing et PME (I). Entre sociologie
Naturally, the fact of owning a second home et marchés. In P. Callot (Ed.), Tourisme et PME
(pp. 15–31). Paris: Hermès Lavoisier.
increases the size of the carbon footprint or car- De Keyser, R., & Verhaeghe, A. (2010). Research on the
bon audit. Temporary natives are therefore dou- second home on the Belgian Coast. 45th Meeting TRC,
bly responsible for CO2 emissions! We feel that Vienna.
the phenomenon is very much linked to personal Meistersheim, A. (2000). Figures de l’ı̂le. DCL: Ajaccio.
Prunet, A. (2007). L’identité insulaire face au tourisme sur
income. We have seen the difficulties that can l’ı̂le de Groix: éloge et pouvoir de l’absence.
occur because of the attitudes of these temporary In P. Frustrier & E. Siloë (Eds.), Les identités
natives toward the real inhabitants, the locals. We insulaires face au tourisme (pp. 138–145).
can now see environmental problems arising La Roche-sur-Yon: Siloë.
Urbain, J.-D. (2008). Le voyage était presque parfait.
through this very “westernized” posture. Essai sur les voyages ratés. Paris: Payot.
There are already several research questions
that have emerged from the interesting issues
mentioned. For example, what happens to
a town when its living space is given up to these Territorial Companies
temporary natives? Is this a transitory phenome-
non in the assumption that the owners will settle ▶ Territorial Social Responsibility and Territo-
down over the seasons, the holidays, and the rial Small and Medium-Sized Enterprises
extended weekends until these second homes
become permanent? Or is it a recurring phenom-
enon transforming a certain resort (in the moun- Territorial Governance
tains or on the coast) into an occasional dormitory
town, alive at certain times, but a ghost town ▶ Territorial Social Responsibility and Territo-
otherwise? Should there be some sort of interven- rial Small and Medium-Sized Enterprises
tion to reduce the number of these second homes
and consequently of these temporary natives?
How can the idea be impressed upon these prop-
erty owners of more responsible and sensible Territorial Metabolism
consumption with regard to a property that, to
them, means escape, pleasure, holidays, and ▶ Region
new social contacts?
sponsoring, advertisement, resources, technical for transnational firms as well as for industrial
and organizational support, as well as personal districts, innovative milieus, and clusters. The
and voluntary commitment. The commitment mutual influence, the “firm-place relationship,”
also includes active membership in trade associ- occurs because of manifold interactions between
ations, examination boards, or church councils. the firms and their region as firms strive to extract
SMEs are more actively involved with CSR and the maximum benefit from the communities in
sustainability when they have strong network which they are embedded and communities in
relationships. Proximity, the feeling of nearness turn attempt to derive the maximum benefits
(which is social, cultural, and physical), and from the firms’ local operations.
social consensus can be considered the roots of Paradoxically, the enduring competitive advan-
innovative approaches to stakeholder manage- tages in a global economy lie increasingly in local
ment and of CSR-oriented strategies, which things – knowledge, relationships, and motiva-
are experimented by territorial companies. Terri- tions. The creation of corporate-shared value is
torial companies are SMEs developed in local considered to be a new way of “reinventing
contexts characterized by strong cultural and capitalism.” At the same time, engaging locally
socioeconomic cohesion and therefore strongly seems to be the new imperative; it involves creat-
committed to contributing to the promotion of ing economic value in a way that also creates
the quality of their surrounding territory. value for society by addressing its needs and
Different studies have focused on the need for challenges through new forms of collaboration.
SMEs to adopt responsible behavior owing to the To follow this objective, large multinational
strong link that they have with the local system. corporations – frequently disconnected from their
Some studies have identified factors such as community – should be oriented toward the crea-
the culture, history, institutions, beliefs, and com- tion of local sectoral clusters in the surrounding
munal convictions, as a sort of humus of the community in order to strengthen the connection
intangible assets of the context, which corre- between the company and the communities’
spond to a genius loci, connected to a particular success (Porter and Kramer 2011).
place. Ringov and Zollo’s (2007) interesting con- Interaction is even more significant for SMEs,
tribution offers empirical evidence to test the and this helps give prominence to social capital,
assumption that businesses’ socially responsible intended here to mean the totalization of relations
behavior is influenced by the specific dimension among individuals inspired by principles of trust,
of the cultural context in their home country. reciprocal understanding, and shared values.
Those results are consistent with the findings of The success of many SMEs continues to depend
the report on European SMEs and social and on their rootedness in the territory in which
environmental responsibility showing a highest they were found, thanks to positive external
percentage of SMEs sustainable oriented in relationships that come from the quality of
those Nordic countries (i.e., Finland, Denmark, human capital (qualification of the labor and the
Norway, The Netherlands, and Sweden) notably specific working culture) and of social capital
characterized by a more “feminine” and a low (social and institutional cohesion, solidarity, and
“power-distance” culture. interpersonal faith). SMEs are (and have always
The symbiotic relationship between compa- been) cognizant that the health of the local envi-
nies and their social context is considered central ronment is fundamental to the health of the com-
to many different theories. While firms are being pany since they are an integral part of the local
“placed,” places are also being “firmed”: compa- community.
nies are not passive users of locations but are SMEs inserted into local contexts character-
themselves active in shaping the endowment of ized by diffuse entrepreneurialism, nourished by
a location. Relationships between a region’s shared values between a plurality of local actors,
specific “soft” factors, such as culture and insti- are able to effectively engage in different
tutions and the firms, have been investigated both forms of stakeholder dialog. Stakeholder dialog
Territorial Social Responsibility and Territorial Small and Medium-Sized Enterprises 2519 T
represents a praxis of valorization of social characterized by diffuse entrepreneurialism and
and relational capital available at the local by the presence of districts and clusters. The
level and a way of confronting, negotiating, and interaction between firm and society is at the
recognizing reciprocal interests and aims to find base of the entrepreneurial model of the “Terza
shared solutions through several instruments: Italia” (“Third Italy”) in which SMEs are orga-
organizing periodic meetings, instituting forums, nized predominately in districts, clusters, and in
and creating stakeholder networks. In SMEs, local territorial systems. The phenomenon of
stakeholder dialog and the formation of industrial districts is typically (though not exclu-
a stakeholder networks is facilitated by tradi- sively) Italian. The industrial district represents
tional ties that the business and the entrepreneur an authentic “small social market economy” and
entertain with the surrounding community and in is the paradigmatic expression of a balanced
a climate nourished by continual interpersonal capitalism “with a human face.”
relations and based on reciprocal trust. Diverse researchers, historians, sociologists,
Different scholars in their contributions to the and economists have emphasized the active role
literature on industrial districts argue that SMEs of the entire local society in favoring this type of
in a particular district can collectively improve development “without fractures” which has char-
their location environment through cooperation. acterized the economic model of the Third Italy
The firm’s territory of origin does not simply (diffused in the north, east, and center of Italy)
represent a location (the physical site in which after the Second World War (Fuà and Zacchia
businesses carry out their activities and 1983). They revealed how the objective of
from which they draw their human resources reconciling competition and cooperation have
and primary materials) but constitutes the princi- safeguarded social cohesion and, at the same
ple social and civil environment. The territory time, guaranteed the growth of a diffuse entrepre-
is the totalization of knowledge-related assets neurship and favored the development of Italian
(diffuse entrepreneurial resources, human capi- districts and, more general, of systems of local
tal, know-how), relation-related assets (a system production. Putnam (1993) underscored the
of economic and social interactions between peo- importance of a diffuse associative social fabric
ple and organizations), and culture-related assets in creating social cohesion and promoting
(local culture that is constantly developing and political and administrative efficiency and of the
self-reinforcing). In other words, this corresponds role given to political subcultures (Catholic and
to the local community in which SMEs (the entre- social communist) in promoting less conflicting
preneurs, their families, and their workers) relationships between labor and capital. In these
actively play out their “citizenship.” contexts, there are numerous companies, the so-
In Italy, whose socioeconomic fabric is com- called territorial companies, normally small to
posed of small companies and entrepreneurs and medium sized that – thanks to the entrepreneurial
their families, there are many zones in which vocation and to their “civil charisma” which
values – in terms of know-how and sense of springs from rural culture and from the culture T
belonging to a local community, to the same of the Italian cities during the humanistic Renais-
culture – inspire entrepreneurial behavior. sance – offer tangible examples of innovative
A typology of Italian companies’ orientation routes of sustainable development which, first
toward CSR (which comes from an analysis of and foremost, involves the context of their local
roughly 4,000 companies) presents a behavior territory but not only, since they push themselves
map that reveals five groups of companies: cohe- on a national and international level. The model
sive, multicertificate, aware, mobilizable, and of development promoted by territorial companies
skeptical (Unioncamere 2003). The first two has the capacity of staving off economic decline,
types are characterized by an elevated attention environmental degradation, social impoverish-
to their stakeholders’ expectations and appear to ment, and pessimism, thanks to the synergy
be predominantly located in local contexts between an orientation to the future, recuperated
T 2520 Territorial Social Responsibility and Territorial Small and Medium-Sized Enterprises
by the past, defense of traditional knowledge, of provincial, and regional), territorial governance
local culture, of the quality of the environment, is initiated by individual businesses (for and/or
and projection toward the future (i.e., the green nonprofit) and/or public institutions capable of
economy), innovation, and research in advanced creating CSR networks, departing from a strong
and high-tech sectors to care for the environment. social cohesion and common values. Local gov-
A recent piece of research, which centered on ernance based on subsidiarity and the shared
various cases involving Italian SMEs, allowed values of a spatial and socioeconomic community
verifying an important connection between is focused on following the public interest by
orientation toward sustainability of companies creating public-private partnerships and operates
led by entrepreneurs “champions of CSR” and through their motivations and values. This
the sharing of those values typical of their family triggers a path of governance in which participa-
and local context. Local and global orientations tion, coplanning, and dialog are not merely
(the “glocal” perspective) combine in a model of slogans but the modus operandi in actors’ pro-
capitalism (the so-called soft or kind capitalism) cesses of creating value. At the same time, this
which is the heritage of the civil economy of the approach is based on a symmetrical, bidirectional
country’s historical tradition. Its knowledgeable model of governing relationships among partici-
and essential links with the territory explain pants and aims to foster cohesion by rendering all
the success of the most advanced patterns of the actors active parts of the decision-making
local development based on shared strategic process, putting listening and the shared values
territorial planning. at the center.
That is the rationale why different Italian
territories (i.e., Marches, Tuscany, Emilia
Romagna, Trentino Alto Adige, and the Veneto) Key Issues
offer an interesting laboratory to study the extent
of CSR based on the proactive role of SMEs, Although usually not given a great deal of atten-
capable of activating innovative forms of territo- tion, the role of SMEs and the entrepreneurs who
rial social responsibility. In the following table operate them is a key part of the CSR and sus-
(Table 1), we synthesize some earliest Italian tainability debate.
experiences that have promoted concrete CSR Innovative models of local development are
and sustainability practices in their respective affirmed in time as evidenced by the capacity
local contexts (regions, provinces, towns) based of the entrepreneurial fabric and above all of
on the construction of mixed networks in which SMEs to develop relational logic, becoming
private firms (mainly SMEs) flank the organs of a multistakeholder partnerships among public
local government and the institutions of civil operators, firms, and civic organizations and
society. Those seminal experiences concentrate developing networks of relations characterized
in the following Italian territories: Tuscany, by genuine commitment and forms of collabora-
Veneto, and Marches. tion aimed at linking economic well-being,
The efficacy of CSR and sustainability pro- social cohesion, and environmental protection.
jects that begin at the local level is predicated The frontier of responsible competitiveness is
on the culture and on the values that the diverse, marked by values-driven businesses in which
networked stakeholder-actors share in their terri- entrepreneurial success is strictly tied to the
tory and translate into a particular activism and capacity to create shared value with stakeholders.
sensitivity that operates at the local level assum- The international and national guidelines in CSR
ing the contents of social territorial responsibility and sustainability are often both too “far” from
whose success is made possible by social cohe- the specific culture, needs, and expectations of
sion and by a collective identity. Though devel- the numerous diverse local environments, as well
oped at the micro- and mesolevels (communal, as characterized by a lack of efficiency at the
Territorial Social Responsibility and Territorial Small and Medium-Sized Enterprises 2521 T
Territorial Social Responsibility and Territorial Small and Medium-Sized Enterprises, Table 1 Territorial
governance experiences in Italy
Tuscany The experience of the Province of Lucca
An example of territorial “operationalization” of CSR was experienced in Lucca through two projects: LIFE-
funded Pioneer project – Paper Industry Operating in Network: an Experiment for EMAS Revision – and
COOPERATE project – Corporations Operating in a Responsible and Transparent Environment. The first
project was promoted by a network composed of the Province of Lucca and industrial organizations (private
associations and businesses, local authorities and service providers) and has helped develop a system of
environmental management (EMAS) in the sectors in which this certification was less diffuse. The second
project aimed to diffuse CSR across three industrial districts. Starting with the recognition of best practices at
the European level, it assembled a cluster sustainability report for every district and created local working
groups to promote “CSR cluster policy”
Fabrica Ethica project: Tuscany for social responsibility in businesses and in its territories
The region of Tuscany (department of productive activities) has “spoken to the microbusinesses,” inducing
them to adopt ethical certification SA8000. A regional ethical commission (composed of 39 commissioners
from the region’s productive, institutional, and social levels) has worked through diverse multistakeholder
groups to implement instruments for processes of coanalysis and, later, coplanning and shared updating
Veneto The Venetian “laboratory”: “Veneto Responsabile,” a regional network for CSR
“Responsible Veneto” was born in 2002 as a nonprofit association based in Padua, whose aim was to promote
a business culture oriented toward CSR and therefore to facilitate the diffusion of best practices through the
construction of a network among diverse subjects in the economic-social and institutional context. At the end
of 2006, it became a consortium, equipped with a chart of values and differentiated organs (assembly of
associates, direct council, president, committee, audits, fiduciary committee)
The shoemaking district in the Brenta Riviera
In the provinces of Padua and Venice, the history of the shoemaking district has always been marked by
industrial relationships and union accords characterized by the socially responsible structuring among actors
called to govern the territory. Businesses, trade associations, and unions are all social agents moving from
step to step together across this pathway; such steps include agreements of intent (1995), territorial pacts
(2000), a territory-wide council of shoemakers (2001), and territorial brand (2002)
Marches The Marches region’s responsible businesses system
The first Marchegian territorial network named SIRM project was created in 2005 by a consortium of 120
Marchegian businesses assisted by institutional partners (among them, the Marche region’s social service
ministry) and by diverse civic and institutional organizations (trade unions, nonprofits, consumer
associations). Its scope was to foster synergy among territories, institutions, businesses, entrepreneurial
associations, nonprofit organizations, social actors, and informal networks in civic society. In particular, the
project had two principle goals: to supply contributions to business and organizations, in the Marches Region
for implementing socially responsible systems and to institute a regional registry for SMEs that adopt and
promote socially responsible practices
The Marche region’s I.Re.M. project 2009–2011 – Responsible Businesses of the Marches Region – looks at
completing the inroads already made with SIRM (2005) by inaugurating a second phase of the model of
Marchegian social responsibility, whose goal was to create “ethical territorial networks”: “a form of coalition
between local institutions, businesses, and civic organizations that commit themselves to voluntary,
reciprocally advantageous relationships, and follow a common social objective: to improve the quality of life
and the quality of work in the Marchegian territory” through creating a regional CSR system, developing
regional CSR guidelines, implementing a CSR code of conduct, and developing and applying the Mark of T
Socially Responsible Business
local area, and therefore there is a need for “con- Future Directions
tingent” and “situational” approaches in terms of
instruments and actions. Thus territorial social Within an economic scenario where the behavior
responsibility and the forms of local governance and strategies of big companies are widespread
in which it is realized represent an effective and where developmental processes that are often
response. incapable of giving true answers to the requests of
T 2522 Territorial Social Responsibility and Territorial Small and Medium-Sized Enterprises
ethical behavior, of local typicality, of better the scope of enriching the scientific debate
thought-out rhythms of life, as well as of less between scholars and practitioners. Raising
rushed and superficial human relationships pre- awareness, the virtuous behaviors of SMEs that
vail, it is important to reevaluate the role of entre- lie at the base of so many local experiences – that
preneurs and SMEs, which are profoundly rooted often go unnoticed – facilitates dialog among
in the territory in which they operate (territorial researchers as well as among businesses, public
SMEs) and often considered to be of “minor” officials, and civil society. Lately, one of
relevance. the priority areas of the European Commission’s
In SMEs, CSR and sustainability orientation is policy toward SMEs is aimed to support them
strictly connected to ethically oriented core through the diffusion of examples of excellence
values and are influenced by the belonging to (the so-called best practices), whose protagonists
a specific local context. These values facilitate are SMEs. The round table stresses the impor-
the development of social and ethical networks of tance of peer group networking opportunities
stakeholders which are promoted by territorial whereby individual champions can help col-
companies that share a minimum mutual set of leagues from other SMEs better understand the
local values. The first statement relates to the how to do of leading CSR initiatives which ulti-
importance of fundamental values that lie at the mately can make SMEs more performing and
base of SME’s CSR orientation: family values attractive.
and the form of civility typical of the place. The case studies’ method helps develop
The second relates to the importance attributed propositions and formulate hypotheses on which
to the values-based relations with diverse stake- theories can be constructed and tested using
holders, starting with local ones and to the spe- broad-based quantitative research designs.
cific nature of territorial companies. Recently, entrepreneurship scholars have called
It is necessary to further develop these for a return to in-depth methods, such as narrative
reflections through future empirical research, to and case studies. Such approaches are placed in
closely examine territorial companies and, more a body of research which involves both aca-
specifically, their value sets – deepening, in the demics as well as centers promoting CSR and
process, the body of research on SMEs that consulting groups who intend their research to
emphasize the social capital for which they are reach not only their colleagues in the scientific
distinguished. community but also to professional exponents. In
Future research may attempt a critical evalua- addition to developing an understanding and an
tion of the model of territorial social responsibility interpretation of the phenomenon, the purpose is
turning attention to local national and international to present concrete testimonies to entrepreneurs,
contexts characterized by widespread entrepre- institutional actors, and managers, which can pro-
neurship in order to identify, in a comparative vide the means for evaluating opportunities of
key, the different cultural, anthropological, involvement with the community (i.e., the Centre
and social variables. It also should provide for Corporate Citizenship at Boston College or
a foundation to the model of development centered the Copenhagen Business Centre), providing
on the best practices of territorial SMEs. “Can we solutions, and activating a virtuous cycle of
build theory around these practices to show how development that places the individual and his
and why they create value, specifically connecting surrounding socioeconomic environment at the
purpose and values to specific practices?” center.
A more profound understanding of these
mechanisms requires, above all, an even deeper
qualitative analysis that is broadened by Cross-References
a quantitative analysis. A possible methodology
could be represented by development of the study ▶ Corporate Social Responsibility
related to single and multiple best practices, with ▶ Cross-Cultural Attitudes to CSR
Theory of Corporate Governance Emergence 2523 T
▶ CSR Europe
▶ Social Capital Territorial Sustainability
▶ Social Partnership
▶ Sustainability and Sustainable Development ▶ Territorial Social Responsibility and Territo-
▶ Sustainable Enterprise Development rial Small and Medium-Sized Enterprises
and reshaped by the dynamic interrelationships corporate governance emerging process: context,
of all the governing actors. In this sense, corpo- time, and space. Corporate governance is a reality
rate governance is always redefined by the emer- of interrelationships of all the interconnected
gent properties of changing interrelationships and actors in the systemic whole of a society, and is
all the activities of the actors involved in the embedded in a social context. The interrelation-
governing process. The change of interrelation- ships are always evolving and contiguously
ships is not only driven by the interactions and developing over time and moving toward an
mutual influences of all the actors involved, but uncertain future. Yet, the changing interrelation-
also by the internal changing impetus of these ships have a trace of dynamically stabilized
actors that are self-determinate and self-creative patterns manifested in a certain format or shape,
in a systemically coordinated process. That such as in specific forms and structures of corpo-
means all the actors themselves are not fixed at rate governance. Those three ontological dimen-
all, but continuously changing, as a result of sions lay down a foundation underpinning the
reweaving their “webs of believes and habits of emergence theory of corporate governance.
actions” based on their new experiences obtained In the governing interrelationships, the action,
through their interactions (Tsoukas and Chia inaction, interaction, transaction, and counterac-
2002, p. 570). tion of the individual and group actors are all in
The emergence theory of corporate gover- a dynamic process driven by their internal impe-
nance highlights the changing, evolving, tus of change (such as by human genes, instincts,
complex, and heterogenic nature of corporate motivations, and intentions), conditioned by their
governance reality that is inherently embedded historical connections (past developments),
in the living experiences of the corporate shaped by environmental factors (such as politi-
governing participants and actors. While fixed cal power, economic conditions, sociocultural
rules and regulations prescribe an abstract frame- values, and technological development),
work of corporate governance, in corporate interrupted by contingent factors (such as unex-
governance practices those rules and regulations pected incidents, societal crisis, and war), and
are subject to reinterpretations and situational influenced by future expectations (individual
understandings of the governing participants and/or collective). The emergent properties of
and actors. The instantly renewing interrelation- corporate governance must be holistically under-
ships of governing actors may bypass or go stood by the complex and interactive mixture of
beyond certain rules and regulations, and the historical conditions, internal impetus for change,
dynamic interrelationships can never be truly environmental constraints, future expectations,
captured by post-event rules and regulations. As and contingent factors. The five ways of under-
emergent processes, corporate governance standing corporate governance formulate a basic
reality is unlikely predefined and predetermined analytical framework in the theory of corporate
by any prescribed principles, by a set of governance emergence.
simplified, singular, unidirectional, and universal
relationships (such as principal-agent relation-
ship), or by any abstract models (such as share- Introduction
holder model or stakeholder model), though the
socially constructed frames may heavily influ- The theory of corporate governance emergence
ence the values and beliefs of the governing (Sun 2009) begins with the basic assumption that
participants and actors through their collective the nature of a corporation is a business process
interactions. within the entity, rather than a business process of
Thus, in reality, corporate governance is the entity. Here, process is a terminology used in
unfixable and less likely universal, but situa- process philosophy and implies self-driven,
tional, contextual, and constantly changeable. autonomous, and continuing changes and trans-
There are three ontological dimensions in a formations, rather than a commonsensical idea of
Theory of Corporate Governance Emergence 2525 T
process where a clear-cut, discrete, and relatively corporate governance are recognized, that is,
enduring entity (an individual or a social entity) agency theory, stakeholder theory, and steward-
undergoes a transition across time and space by ship theory.
external forces. In process metaphysics, entity is Various theoretical models in the current
viewed as a stabilized effect of ongoing processes literature on corporate governance can be basi-
slowed down by conscious sensation, abstract cally categorized into two different perspectives:
conceptualization, and collective construction. the shareholder perspective and the stakeholder
Entity is in essence process, both of which are perspective, based on the purpose of the corpora-
interchangeable at the bottom level. tion those models presuppose. For example, the
Therefore, the corporation is not as solidly finance model, the principle-agent model, the
entitative in the whole, or in part, as convention- myopic market model, agency theory, and
ally presumed, but rather a loosening network of stewardship theory all belong to the shareholder
interrelationships and interactions among all the perspective, as they share the common assump-
business and nonbusiness actors, which is com- tion that the purpose of the corporation is the
plex, dynamic, and continuously evolving and maximization of shareholder wealth. The abuse
developing. The existing corporation is an ongo- of the executive power model, the political model
ing sequential continuity of processual patterns and stakeholder theory are within the stakeholder
emerged from actions, inactions, interactions, perspective, as they believe in a broad sense of
transactions, and counteractions of all the actors. stakeholding welfare as the purpose of the corpo-
Such processual patterns are emerging in corpo- ration. Such a convenient taxonomy has been
rate governing processes. widely used in modeling corporate governance
Corporate governance issues have been a wide (e.g., Prabhaker 1998; O’Sullivan 2000;
public concern over last three decades due to the Kakabadse and Kakabadse 2001; Friedman and
outbreak and spread of corporate fraud, corporate Miles 2002). The shareholder perspective can be
failure, corporate collapse, executives being viewed as the dominant model and the stake-
overpaid, abuse of management power, and cor- holder perspective as its main challenger. There
porate social and environmental irresponsibility. is a general trend that the recent debate on
For many, the 2008 global financial crisis was corporate governance from mainstream research
closely connected to the systemic failure of scholars has been polarized between supporters
corporate governance (Sun et al. 2011). In recent of the shareholding perspective and supporters of
years, there has been a large increase in the num- the stakeholding perspective, with both perspec-
ber of studies concentrating on the question of tives perceived as if there were a clear-cut and
corporate governance. And current extensive stable boundary in between the two paradigms.
analysis of corporate governance has generated Both camps in the debate explore specific issues
diverse views and insights and resulted in the of corporate governance and each offers its own
creation of different theoretical models. Hawley diagnosis as the “true” cause of corporate gover-
and Williams (1996) found four major views in nance defects and attempts to find an optimal T
the corporate governance debate, namely, the solution to the problem. While both perspectives
finance model, the stewardship model, the stake- offer very different and often opposite views and
holder model, and the political model. Based on analyses of corporate governance issues, two dif-
Blair’s (1995) typology, Keasey et al. (1997) ferent systems of values and assumptions were
summarized the four competing models, includ- embedded in both shareholding and stakeholding
ing the principal-agent, or finance, model, the perspectives, such as: shareholder value versus
myopic market model, the abuse of the executive stakeholder value, private business versus public
power model, and the stakeholder model. In interest, economic interest versus social interest,
Clarke’s edited book Theories of Corporate market efficiency versus social efficiency of the
Governance: The Philosophical Foundations of economy, self-interest human behavior versus
Corporate Governance, three major theories of altruist/ethical human behavior, self-regulation
T 2526 Theory of Corporate Governance Emergence
versus state regulation, and market governance characterized by preconceived goals, rational
versus hierarchical forms of governance. actions, a linear causal relationship between
While corporate governance is theorized in actions and outcomes, competing alternatives
a much dichotomized way, both perspectives for choices, best solutions, and satisfactory out-
are, however, constructed upon the entitative comes (Mayntz 1976).
conception of the corporation. The shareholder Associated with the entitative and rationalist
perspective assumes corporate actors, like share- conception of the corporation, we have seen some
holders and managers, as homogeneous individ- paradox claims and assertions in the current cor-
ual entities conducting corporate behaviors and porate governance debate. The first assertion is
actions. This is an individual entity conception of the ideal model claim. It is argued that there is
the corporation. The stakeholder perspective pre- only one ideal model existing for corporate gov-
supposes a “real” corporate entity with its own ernance, either the shareholding model or the
mind, will and behavior, a social entity concep- stakeholding model. Both sides of the debate
tion of the corporation. Both conceptions indicate regard their own model as perfect (or at least
that understanding the corporation resides on an relatively prefect) and superior to the others,
either-or choice in between the individual entity and is thus, the only objective “truth” in the
and collective entity, and between the economic world. The second assertion is the optimal gov-
entity and social entity. In extreme cases (such as ernance structure claim. Markets and organiza-
in agency theory), the corporation is viewed as tional hierarchies are regarded as genuine
a bundle of assets where the subject of the corpo- alternatives of optimal or appropriate governance
ration is missing, or the subject is confused with structures and mechanisms. The third assertion is
the object. In this regard, the corporation is purely the universal and unitarist governance claim.
physical and substantive, and thus, entitative. Market governance or hierarchical governance
The individual or corporate entity constructed is seemingly universally applicable to all situa-
in mainstream theories is driven by a certain tions, regardless of context. Traditionally,
rationality for corporate action and governance a unitarist hierarchical relationship (fiat, supervi-
with predefined goals and prebounded human sion, and monitoring) has long been advocated to
nature. For example, economic rationality is be more suitable for all corporations. In the
embedded in both the shareholder perspective principal-agent model, the principal-agent rela-
and the instrumental aspect of stakeholder theory. tionship (a purely contractual relationship) is
It is presupposed that all individual actors of, or in assumed to be existent in all organizations and
relation to, the corporation makes decisions and at every level of management.
choices based on rational calculations to pursue From the available data in the current litera-
and maximize their own interests. In economics, ture, it is easy to find that the claims for the
the famous metaphor for rational choice is the superiority of either the shareholding or stake-
prisoners’ dilemma, based on the assumption of holding model, and for the optimal structure of
self-interest human behavior and utility maximi- either market governance or hierarchical gover-
zation for any decision making. Even in the nor- nance, are empirically unsupported. We can
mative aspect of stakeholder theory, there must always find sufficient counter-evidence against
be a rational choice based on some seemingly these assumptions. It has been found that the
pre-given principles, such as the social orthodox assumption of economic rationality
efficiency for economic activities, social welfare, and efficiency underpinning most of corporate
and a certain moral value. Such a rationality governance analyses has been criticized by
assumption in corporate governance is consistent a number of scholars. There has been increasing
with the “normative-rational” model in orthodox doubt in the literature about the ability of eco-
organizational analysis. The corporation is nomics and its dominant economic logic to
regarded as a bounded social system and is nor- explain such complicated social phenomena as
matively rational (Cooper and Burrell 1988), corporate governance. The much deeper problem
Theory of Corporate Governance Emergence 2527 T
with the shareholding and stakeholding perspec- As being is supposed to be permanent and fully
tives is the intrinsic dualistic and split mode filled in space, there are no time and space dimen-
of thinking in understanding and theorizing sions in such an “eternal” reality. The dominant
corporate governance. Such logic is not justifi- philosophy of time and space in the West is the
able in theory, nor supported in the empirical Newtonian concept of absolute space and time,
experiences. conceiving space and time as fixed and stable
Thus, the current assumptions underlying the containers for things to be located within, and
mainstream shareholder and stakeholder perspec- being senseless and independent of change.
tives are invalid. The fundamental limitation of The difficulties with substance philosophy are
the entitative and static modes of thinking in that it is counter-experiencing and counter-
corporate governance research is that the sup- logical in assuming that a thing does not change
posed ideal models, of either shareholding or within itself over time and that the future already
stakeholding, are abstractly generalized without exists in the present, since the future and the
the concrete processes of time, space, and present remain the same. It is hard to explain
the context within them. The advocated theoret- how a solid, atomic, and unchangeable entity
ical models seem to be pre-given with no could act by itself. While substance philosophers
historical linkages and developments, and no presuppose time and space as an externally
temporal changes from the past toward the future. imposed order on objects and events, and as
Their principles and values are seemingly a singular, mechanistic, objective, and indepen-
taken-for-granted and believed to be universally dent instrument for measuring and calculating
applicable and workable in a single global things, they simply take these assumptions for
marketplace across all contexts and societies. granted and forget that these are useful products
The governance structures and mechanisms are of social construction. They also ignore the
determined by the “rational” choice between importance of different personal experiences of
dichotomized alternatives, such as market gover- time and space in reality, the very subjective
nance or hierarchical forms, or self-regulation or spatiotemporal meanings in social lives. The
state regulation. previous drawbacks fundamentally challenge
Upon further examinations, we can find that the validity of substance philosophy and its appli-
the validity issues of mainstream corporate cation to framing and theorizing corporate
governance theories are rooted in the conven- governance. The difficulties of substance philos-
tional modes of thought and their much deeper ophy cannot be resolved by itself, and yet, we can
philosophical commitments to conventional sub- only find an easy solution in the alternative
stance philosophy. The individual or corporate process philosophy.
entity as a realistic Being, a concrete and solid The theory of corporate governance emer-
substance, is but a small version of the traditional gence as an alternative way of viewing and
Western modes of thinking rested upon the understanding the reality of corporate gover-
Parmenidean worldview of permanent Being nance resided in process metaphysics, which has T
and the Platonic reality of ideal forms. While long been the Western competitive philosophical
the Parmenidean cosmology of Being reality is intelligence and the fundamental challenge to the
characterized by preexistence, solidarity, dominant tradition of substance metaphysics.
discreteness, clear-cut boundary, stability and The crucial differences between the processual
permanence, the Platonic mode of thought conception of the corporation and the entitative
makes a further distinction between reality and conception of the corporation can be seen on both
appearance by referring the former to some ontological and epistemological sides.
general, universal, and ideal forms, with no indi- The first and foremost difference between the
vidual and contextual differences. Such a being- two conceptions is ontological. The entitative
realist reality ontologically excludes moving, view suggests that the corporation is a substantial
becoming, change, activities, and experiences. entity, or is constitutive of individual atomic
T 2528 Theory of Corporate Governance Emergence
The Environment
Key Issues Production requires the extensive use of pesti-
cides, which can damage the health of those
Goods and services may be judged unethical if working in the vicinity. Moreover, the growth of
they are so judged by society. The entry on tobacco takes nutrients from the soil, which has
unethical goods suggests that there are four rea- led to the dependence on fertilizers. Wood is
sons why sections of society may regard any usually used to cure the tobacco, and this has
goods and service as unethical – the way the led to deforestation.
company treats its employees, its approach to As with many other global agricultural activ-
the environment, the extent to which it seeks ities, the largest profits are made by the multina-
to assist the community in which it operates, tional companies rather than the farmers.
and the product itself. Thus, it would be Production is encouraged, and the tobacco com-
appropriate to examine the tobacco industry in panies’ own manufacturing facilities around the
a similar way. world, so that in the last few decades, there has
The major US and UK tobacco companies no been a glut of the product, leading to lower prices
longer try to deny the health problems which are for the farmers. This has led to further accusa-
associated with smoking. Instead, they use their tions that the policies of the major companies
websites to demonstrate that their business have resulted in poverty for the suppliers, who
methods are sound. For example, Imperial themselves have been obliged to produce as
Tobacco’s “Corporate Responsibility Review cheaply as possible, thus increasing damage to
2008” defines corporate responsibility as “doing the environment.
business in a responsible way. It has many dimen- Again the websites of the tobacco companies
sions including how we behave towards in the Western world are anxious to demonstrate
employees, suppliers, customers and consumers, that their production methods are sustainable and T
government, society, communities and the do not damage the environment. Thus, once
environment. It is about how we manage our more, they deny that their treatment of ecosystem
business to ensure we maintain the high standards could be regarded as unethical.
of conduct and performance expected from an
international company.” The Community
The tobacco companies of the Western world
The Employees devote part of their income to assist the commu-
The ILO estimates that 1.2 million people are nities within which they operate. They are partic-
employed in the cultivation and manufacture of ularly keen to demonstrate that they are trying to
tobacco products throughout the world. Thus, the help the developing world. For example, British
industry can argue that it offers work and American Tobacco uses its website to describe its
T 2534 Tobacco
Cross-References
Total Quality Environmental
▶ Alcohol Management
▶ Corporate Social Responsibility
▶ Gambling ▶ Global Environmental Management Initiative
▶ Legitimacy Theory ▶ Integrated Quality and Environmental
▶ Unethical Products Management
Tourism Aporia 2537 T
eponymous book by the authors (Babou and
Total Quality Improvement Callot 2007). With the massification of tourism
(Fig. 1) during the twentieth century (Boyer
▶ TQM 1999), this sector has seen fantastic develop-
ments justifying over-investment, particularly in
the control of land, in response to the phenome-
non and dynamics of the sector. Using the tradi-
tional life cycle graph, we can create a figure of
Total Quality Management the tourism life cycle and make hypotheses for its
future.
▶ Global Environmental Management Initiative As an example, Benidorm, the Spanish resort,
is the fruit of this massification of the tourist
phenomenon at the end of the last century. Pro-
liferation of new buildings was a permanent fea-
ture, just as it had been around the Mediterranean.
Total Responsibility Management The promoters, local authorities with no concerns
at first about the impact and disturbance to the
▶ Institutes of Directors and CSR ecosystems and even less about the question of
the carbon footprint, allowed and promoted the
profusion of projects, hotels, and holiday accom-
modation in order to attract customers and then
Tourism Aporia encourage them to return. For a long time, the
reality of the economic benefits caused the envi-
Philippe Callot ronmental conditions of this development to be
ESCEM Group (School of Business & ignored (including the issues of environmental
Management), Tours Cedex - 5, Tours, France impact, waste matter and water as well). Islands
near and far away (such as the Dominican Repub-
lic, Fiji, the Maldives, the Seychelles, etc.) and
Synonyms the mountains with the requirement for specific
equipment (e.g., ski lifts), were in turn concerned
Dilemmas; Paradoxes by this sectoral development. The aporia was
being set up. . . We must not forget that before
the tourist act comes the journey. This is the first
act materializing the departure from home.
Definition With the popularization of tourism came the
question of how to reach the final destination.
An aporia results from acts that lead to problems The fossil-fuel powered car for “internal” tourism T
relating to logics and for which no (supposedly and the aeroplane for inter-regional tourism
satisfactory) solution can be found. A short were logically the methods commonly used by
definition would therefore be “unsolvable logics tourists seeking space and the exotic and different
problem.” cultures. From this particular sector, tourism, we
would suggest that man created good conditions
for a situation that was becoming more and more
complicated to manage, placing the sector into
Introduction a system of paradoxes. Was this a question of
self-destruction, as had happened on Easter
Here we are going beyond the boundaries of Island (Diamond 2006)? The definition of aporia
dilemma (in tourism) in the sense of the suggests this form of irreversibility.
T 2538 Tourism Aporia
Peak at
1,560 million
tourists ?
Time
R2 = 0,9959
15
10
0
1 2 3 4
completely to the displayed prospects of this sec- monstrous levels of consumption, have any
tor. It is potentially a synonym of enrichment for meaning when a quarter of the world population
the very poor countries or those without any other has no access to drinking water? The fourth report
source of income. It is even the slogan of the of the GIEC working group indicates that we
World Tourism Organization (UNWTO), “Tour- should expect “the deterioration of coastal con-
ism enriches.” However, many voices are being ditions, for example through beach erosion and
raised against consumer side effects where sup- coral bleaching, to affect local resources such as
ply and demand take it in turn to satisfy needs that fishing and reduce the value of these destinations
increase with every new experience (Babou and in the eyes of tourism” (GIEC 2007: 11). Here,
Callot 2008; Bardolle 2008; Lamic 2008; Lebeau the destruction of Gaia is tangible. We could call
2008; Christin 2008). As we can see, the chal- it self-mutilation. The supposed enhancement of
lenges are considerable; indeed, it is necessary to certain tourist sites is more a deterioration of the
suppress the side effects while preserving the space and/or disruption of ecosystems there, also
interest of populations who can benefit from the affecting the way of life of the natives. The planet T
assets of tourism. The stance is eminently con- is not a theme park (Babou and Callot 2007). The
structive. It is involved in widening the spectrum way forward should therefore be to advocate
of knowledge and practices while making the thrift and abandon the drunken destruction of
stakeholders aware of their responsibilities. We promoters who have little care for environmental
can summarize the paradoxes of tourism arising impact and are only focusing on potential profit;
from its surrounding dilemmas (Fig. 3). economics once again supplanting ecology and
The environmental aporias are increasing in society. The paradox has reached its height, mak-
number. Disneylandization is on the march ing tourism manna for investors. “If the journey is
(Brunel 2006), confirming tourism as a source philosophy, tourism is economics” (Christin
of damage and risks (Callot 2008). For example, 2008: 36). The aporia of tourism once again high-
can the resorts, complete with golf courses and lights the classic discrepancy between developed
T 2540 Tourism Aporia
Tourism Aporia,
Fig. 3 The dilemmas for
tourism leading to the
Travel &
aporias of the sector?
CO2?
Tourism New
equity? experiences?
Dilemmas
Economical Sociology
of
discrepancies? & Time?
Tourism
Tourism Social
enriching? relationships?
Carbon
Footprint?
countries and developing countries, since the lux- responsibility (CSR) starting right from the
ury of having a vacuum to fill (time in this case) is beginning, are presumably elements of
only conceivable when the primary needs have a reaction that is finally positive. Does tourism
been fulfilled. Reeves reminds us that “15% of not follow the model of other sectors of activity
humans consume 80% of our natural reserves” and is it not purely the extension of our acts and
(Reeves 2003). Can mankind go further than so-called modern ways of living? We should be
taking a responsible or even ethical stand, or concerned about it. Is the eco-citizen stance
will we continue to abuse our natural environ- compatible with an activity synonymous with
ment and disregard the rest? self-discovery and also, with relaxation? Some
fear this not to be the case (Martin in Allemand
2005) by alluding to the retired couple who
Future Directions believe they have the right to travel often, hoping
to enjoy themselves to the full by finding at their
What then are the possible routes? The tourist destination all the ingredients that will compen-
camp, as Bardolle calls it (2008: 101), already sate for a lifetime of sacrifices and hardship.
has so many detractors that in fact only the timid Needs and expectations are therefore expressed
defenders of virtuous tourism (does this exist?), around services that imply luxury: swimming
even if not sustainable (surely a contradiction in pool, copious buffet spreads, air-conditioned
terms?), will be those, we fear, who have pros- accommodation, fast transport for transfers from
pered in the past. One road to follow is through one place to another. At this stage, ecological
corporate change procedures. Research on ethics concerns are no longer a priority. To be prevented
and morals (in business) and corporate social access to water at certain times is simply an insult
Tourism Aporia 2541 T
to humanity, yet this is what happens on certain talked to these local populations to find out what
islands that supply water exclusively to the rich this “well-being” means in their eyes. . . rather
tourists during their stay. There is a pressing need than in ours? Much research could be carried out
to act and it would be wrong to prolong these as a result of this positioning with regard to the
excesses for the sake of individual freedom and paradox of tourism. For example, the issues sur-
privileges that are as destructive as they are rounding restrictions are recurrent. They relate of
selfish. The global code of ethics for tourism course to the question of load capacity, broadened
(art. 3.2) draws our attention to this topic. “All today to include the carbon footprint, or just the
forms of tourism development that are conducive carbon audit. Should every individual have a CO2
to saving rare and precious resources, in particu- quota, preventing consumption excesses? Is edu-
lar water and energy [. . .] should be given priority cation (through what medium?) the solution that
and encouraged by national, regional and local will lead to everyone becoming aware of the
public authorities.” But do practices always issues? Should tourism in its definition integrate
match this request? We ask the same question this notion of a quota in order to iron out the
about the popularization, or some would say, excesses while still allowing some practice of
trampling of sites. What is the sense of climbing this noble activity? Can other forms of tourism
the Mont Blanc and destroying its image as well meet this necessity to view tourism in a different
as its natural essence? Here we can see a very light until it becomes an example for conducting
concrete example of the tourist paradox. Today, everyday life?
over 30,000 people climb this natural wonder.
How many will there be tomorrow with the
newly wealthy Chinese, Russians, or simply
Cross-References
Europeans? 60,000? 100,000? The planet is not
a theme park (Babou and Callot 2007; Bardolle
▶ Carbon Emissions
2008), but it would seem delusional to believe in
▶ Carbon Footprint
tourist self-discipline (asking them to be thrifty,
▶ Consumerism
to abstain?). The paradox resembles the metaphor
▶ Corporate Social Entrepreneurship
of the great Bergman film (1977), The Serpent’s
▶ Corporate Social Responsibility
Egg (on the theme of the rise of Nazism), in
▶ Ecological Economics
which we can easily guess the horrors to come
▶ Ecological Footprint
even though this does not seem to be a consider-
▶ Economic Globalization
ation in the film. Where for some, “tourism is
▶ Global Warming
a basic necessity because it translates a need for ▶ Managing Change for Sustainability
human exchange, discovery and a break from
▶ Pollution (Separate Entries on Carbon,
habit” (Py 2002), others would argue that “deal-
e-Waste, Eco-Efficiency)
ing with the unnecessary when sections of the ▶ Sustainable Development
population do not have the essential is at the
▶ Sustainable Marketing
T
root of the dilemmas we are experiencing”
▶ Water
(Babou and Callot 2007). We should like to
expand this difference of opinion by offering our
suggestion regarding the paradox of tourism. Also
References and Readings
on the subject of human exchanges, are we
enquiring about these supposed social differences? Allemand, S. (2005). Les nouveaux utopistes de l’é
Ecotourism is defined as “a form of responsible conomie. Produire, consommer, épargner. . . diffé
travel in natural spaces that contributes to the remment. Paris: Editions Autrement.
Babou, I., & Callot, Ph. (2009). Slow tourism, slow (r)évo-
protection of the environment and the well-being
lution? Cahier Espaces, 100 (March), 48–54.
of the local populations” www.ecotourism.org. Babou, I., & Callot, Ph. (2007). Dilemmes du tourisme.
Now we will ask the question: have we actually Paris: Vuibert.
T 2542 Tourism Sustainability
A P
Objectives for
C D Continual
Improvement
EMS / ISO14001
TQM, Fig. 2 PDCA cycle
in context
T 2546 Trade Union Recognition
Synonyms
Cross-References
Organizational economics; Transaction cost
▶ Minimum Wage theory
T 2548 Transaction Cost Economics
through the very act of requiring external bids for employees. Ouchi (1979) also has argued that
the provision of services. control over people’s behavior, motivation, and
As a substitute to explicit long-term contracts, commitment is what makes organizations the
the firm will often rely on an implicit capital loss preferred structure compared with markets. As
threat in the form of withdrawal of future busi- such, transactions that occur internally use social
ness, although it depends on the relative power of relationships to control behavior. Ouchi
the parties as to whether the vendor actually takes suggested that a clan resolves conflict through
this threat seriously. The greater the sunk and group cooperation and relies on a strong culture
switching costs of contract provision, the less to ensure that values are shared and trust is inher-
likely it is that the contract will be changed back ent within the organization. Here, teamwork is
to in-house provision. This often results in a useful coordinating mechanism within the firm
a situation where on re-tendering, a small number structure for reducing environmental uncertainty
of vendors participate in the process, as the con- and promoting organizational adaptability. Ouchi
tractual partners have tended to invest in transac- (1979) in elaborating on the use of hierarchical
tion-specific capital and acquire transaction- control further argued however that such control
specific skills. can actually increase governance costs through
Other researchers have similarly suggested the costs of additional structure and personnel.
that the external environment produces uncer- Indeed, he has stated that it should only be con-
tainty due to the complexity and dynamism of sidered an option when actual performance can
technologies and markets but have proposed be measured and evaluated. This is supported by
that in some cases, the costs of reducing this most agency theorists (Eisenhardt 1989; Fama
uncertainty outweigh the costs of internal gover- and Jensen 1983), who have contended that
nance (Eisenhardt 1989). Such uncertainty may a contract should be behavior-based (goods and
render decision-makers unable to describe the services produced in house) only when the tasks
complete decision process and, as such, contin- can be monitored.
gencies may be unable to be specified in the
contract for all situations. In such cases, Criticisms
decision-makers will choose internal production Furthermore, Williamson has been criticized that
over the market. This has resulted in a lower in reducing the threat of opportunism, he limits
proportion of contracting in professional services the choice to the use of either hierarchy or
compared to blue-collar activities, due to difficul- explicit, long-term contractual arrangements. In
ties in identifying, measuring, and evaluating the market arrangements teamwork, clans and rela-
output quality of the former. tionships are still important and are evident
where employees are transferred from employ-
Hierarchy and Internal Provision ment within the firm to an outside contractor and
In criticizing the use of contracts as control mech- when joint ventures are established between
anisms, others have supported the use of a vendor and a contractor.
a hierarchical structure. In this way, organiza- Further research investigating specifically
tions exist because of their superior abilities to labor force variables has expanded Williamson’s
control human opportunism through manage- theory in regard to human asset specificity,
ment structures and behaviors. This body of arguing that in situations where technical
thought is based on seminal work by Weber expertise is required, the use of a temporary
(1947) in his “bureaucratic form of organization” workforce with specialist capabilities can often
where rational control, employee, and task spe- be contracted to provide labor more efficiently
cialization narrow areas of decision responsibili- and cost-effectively than retraining the perma-
ties, and the extensive use of rules and procedures nent workforce (Pfeffer and Baron 1988;
all act to provide behavioral controls over Atkinson 1984).
Transaction Cost Economics 2551 T
Other Considerations First, economic theory does not address how
These preceding researchers base their arguments managers’ perceptions impact on the evaluation
on economic criteria. Indeed, Williamson’s trans- of the relative strategic value of an organization’s
action cost theory represents a widely accepted assets. Managers’ self-interest can affect
view that organizational members make struc- strategic decisions and the assessment of core
tural, sourcing, and contracting decisions based competencies. Secondly, specialization creates
on economic rationale. Economic theories in this switching costs when a firm moves from internal
area suggest the primary decision-making crite- provision to an outsourcing arrangement or
rion is cost when choosing between governance between vendors. The higher these cost, the
structures, the trade-off between coordination greater the vulnerability of the firm to the oppor-
costs when transactions are outsourced, and pro- tunistic behavior on the part of the vendor.
duction costs when goods and services are pro- Thirdly, sunk costs of particular strategies may
duced in house. Coase (1937:390) sums the make it uneconomical to change form. Fourthly,
argument as follows: “The main reason why it is some operations may need to be produced in
profitable to establish a firm would seem to be house if innovation in a strategic area depends
that there is a cost of using the price mechanism.” on access to support operations or related tech-
Organizational economics literature focuses nology. Fifthly, the important consideration in
the choice between the use of hierarchy or market gaining competitive advantage is in maintaining
on the basis of reducing costs and increasing a workforce with adequate skills that cannot be
efficiency, while accepting the restriction of duplicated by others.
decision-makers’ bounded rationality and con- Handy (1990) has cautioned that the most
tractor opportunism. In making this choice, the difficult of policy decisions concerns what and
aim, it is proposed, is to direct behavior toward who belongs in the core, what activities and
organizational goals, which the contract achieves which people. He argues that too often, organiza-
by exerting control through price and the mea- tions drift into this decision, gradually hiving-off
surement of outcomes, in contrast to the functions until they are left with what is incon-
hierarchy’s use of stipulating input and work ceivable or too inconvenient to give to others.
processes and clans, or teams, to maintain cul- The key is to maintain control of the business,
tural control. the locus of power, and to build alliances with
In both the public and private sectors, outsourcing vendors. Focusing on and under-
however, researchers have suggested that standing what is “fundamentally” core to adding
Williamson’s theory does not provide a complete value, to innovation, and to strategic thinking
explanation of what actually does occur, thus and actions is key. Hence, for organizations
pointing to its prescriptive nature. Each firm maintaining a strategic and innovative focus as
adapts to market signals in its individual way, the key to organizational success and longevity
and these individual actions can result in differ- purely focusing on decision-making based on
ing governance structures for essentially the same TCE may be limiting. T
type of transaction. So solely relying on transac-
tion costs as antecedents to how these decisions
are made is not believed to hold true in the real Future Directions
world.
Often, TCE has been used to justify Pure economic models of governance are typi-
outsourcing of all firm non-core services in the cally based on the premise of decision-making
belief that economies of scale lie in the market using linear, step-by-step rationality, an assump-
and that the vendor can produce the product/ser- tion that lacks evidence when assessing human
vice cheaper due to their own specialization. behavior. The rational model assumes that per-
There are, however, limitations to this approach. fect information is available to decision-makers
T 2552 Transaction Cost Theory
at no cost, that the problem is identified, alterna- Eisenhardt, K. M. (1989). Agency theory: An assessment
tives are evaluated against rationally selected and review. Academy of Management Review, 14(1),
57–74.
criteria, and a decision is made which will max- Fama, E., & Jensen, M. (1983). Separation of ownership
imize the utility of the decision-maker. However, and control. Journal of Law and Economics, 26,
in practice information asymmetry, satisficing 301–325.
criteria, self-interest, power, and political tactics Handy, C. B. (1990). The age of unreason (pp. 87–115).
Boston: Harvard Business School Press.
often circumvent the decision-making. Such con- Ouchi, W. G. (1979). A conceptual framework for the
siderations are reflected in TCE’s inclusion of design of organizational control mechanisms.
opportunism, but what is difficult in practice is Management Science, 25, 833–848.
identifying this prior to the decision being made Pfeffer, J., & Baron, J. (1988). Taking the workers
back out: Recent trends in the structure of employ-
and at what “cost” it is to be included. ment. Research in Organizational Behavior, 10,
Recently, insourcing has begun to occur espe- 257–303.
cially in the public sector due to poor understand- Weber, M. (1947). The theory of social and economic
ing of the factors that lead to optimal outsourcing. organizations. New York: Free Press.
Williamson, O. (1979). Transaction-cost economics: The
This has occurred as costs have risen on re-ten- governance of contractual relations. Journal of Law
dering, a loss of control over service provision and Economics, 22, 233–261.
has occurred, and a strategic and innovative focus Williamson, O. (1986). Transaction-cost economics:
has been lost. At all times, a focus on strategy and The governance of contractual relations. In J. Barney
& W. Ouchi (Eds.), Organizational economics
innovation, rather than simply economics, while (pp. 98–129). San Francisco: Jossey-Bass.
understanding the fit between strategy and struc-
tures, is key.
Also, overlaying a risk identification and
assessment approach to structural decision-
making is an important addition. In this vein, it Transaction Cost Theory
is important to understand key stakeholders and
their priorities; identify key inputs and risks to ▶ Transaction Cost Economics
supply of raw materials, labor, and capital; use
risk management frameworks to maintain supply
and management of these inputs; and reduce
uncertainty and opportunism through relation-
ships and alliances.
Transaction Spillover
▶ Externalities
Cross-References
▶ Agency Theory
▶ Outsourcing
▶ Privatization
▶ Public-Private Collaborations Transcendence
▶ Risk Management
▶ CSR and Spirituality
Introduction
Definition
Since Enron applied for receivership, issues of
Transparency, as used in the humanities and transparency, accountability, and honesty have
in a social context more generally, implies risen to the top of the public agenda. Corporate
openness, communication, and accountability. It transparency is set of information, privacy, and
is a metaphorical extension of the meaning business policies to improve corporate decision-
a “transparent” object is one that can be seen making and operations openness to employees,
through. Transparent procedures include open stakeholders, shareholders, and the general
meetings, financial disclosure statements, public.
freedom of information legislation, budgetary The system of checks and balances designed
review, audits, etc. (http://www.answers.com/ to ensure that corporate managers are just as
topic/corporate-governance#ixzz1sAUeo2bw). vigilant on behalf of long-term shareholder
Transparency has recently become a very pop- value as they would be if it was their own
ular word, well-used, but sometimes misused, by money at risk. It is also the process whereby
scholars and practitioners. In this context, the shareholders – the actual owners of any publicly
academic literature has analyzed several issues traded firm – assert their ownership rights,
associated with corporate transparency such as through an elected board of directors and the
the ethical justifications for information disclo- CEO and other officers and managers they
sure the ethical nature of corporate informational appoint and oversee. In the heels of corporate
transparency or the use of transparency in man- scandals including the Enron debacle in 2002,
agement-employee relationships However, a series of sweeping changes are being sought,
although extensive, the literature on organiza- such as forcing boards to have a majority of T
tional transparency is focused either on descrip- independent directors, granting audit committees
tive analyses or on macrolevel studies that link power to hire and fire accountants, banning
information disclosure decisions with public pol- sweetheart loans to officers and directors, and
icy issues. requiring shareholder’s approval for stock option
Transparency depends on accurate, reliable, plans (Treanor 2009).
and complete records and the management of More specifically, the following principles
these records. Any report or disclosure of infor- constitute good governance (http://www.guardian.
mation is only as good as the quality of its source co.uk/business/2009/nov/22/banks-top-20-earners.
information. In addition, transparency is Retrieved 22 Nov 2009):
a function of the degree to which the revealed 1. To avoid conflicts of interest, a company’s
information provides a fair and complete board of directors should include a substantial
T 2554 Transparency
majority of independent directors – independent political processes by media and the public. One
meaning that directors do not have financial or tool used to increase everyday participation in
close personal ties to the company or its political processes is freedom of information
executives. legislation and requests. Modern democracy
2. A company’s audit, nominating, and compen- builds on such participation of the people and
sation committees should consist entirely of media. There are, for anybody who is interested,
independent directors. many ways to influence the decisions at all
3. A board should obtain shareholder approval for levels in society.
any actions that could significantly affect the In politics, transparency is introduced as
relationship between the board and share- a means of holding public officials accountable
holders, including the adoption of antitakeover and fighting corruption. When government
measures such as “poison pills.” meetings are open to the press and the public,
4. Companies should base executive compensa- when budgets and financial statements may be
tion plans on pay for performance and should reviewed by anyone, when laws, rules, and
provide full disclosure of these plans. decisions are open to discussion, they are seen
5. To avoid abuse in the use of stock options (and as transparent, and there is less opportunity for
executive perquisites), all employee stock the authorities to abuse the system in their own
option plans should be submitted to share- interest.
holders for approval.
Future Directions
Key Issues
In government, politics, ethics, business,
Corporate transparency, a form of radical management, law, economics, sociology, etc.,
transparency, is the construct of removing all transparency is the opposite of privacy; an
barriers to – and facilitating of – free and activity is transparent if all information about it
easy public access to corporate, political, and is open and freely available. Thus when courts of
personal information and the laws, rules, social law admit the public, when fluctuating prices in
connivance, and processes that facilitate and financial markets are published in newspapers,
protect those individuals and corporations who those processes are transparent.
freely join, develop, and embellish the process. When military authorities classify their plans
Radical transparency is a management method as secret, transparency is absent. This can be seen
where nearly all decision-making is carried out as positive or negative: positive, because it can
publicly. All draft documents, all arguments for increase national security, negative, because it
and against a proposal, the decisions about can lead to secrecy, corruption, and even
the decision-making process itself, and all a military dictatorship.
final decisions are made publicly and remain A government is transparent when the great
publicly archived. majority of the information that it holds about its
Media transparency is the concept of deter- activities, policies, and decisions is accessible for
mining how and why information is conveyed the general public. Therefore, transparency is
through various means. If the media and the result of information being available. Thus,
the public know everything that happens in government transparency brings three main
all authorities and county administrations, benefits to democratic societies:
there will be a lot of questions, protests, and • Transparency for participation: democracy
suggestions coming from media and the means not only participating in elections but
public. People who are interested in a certain also participating in public debate and deci-
issue will try to influence the decisions. Trans- sion-making between elections. In order
parency creates an everyday participation in the to defend human rights and civil liberties in
Transparency 2555 T
a constructive and meaningful way, we need • Providing code enforcement mechanisms
information. • Specifying appropriate offense responses
• Transparency for accountability: in a demo- • Providing an easy ethics complaint
cratic system, the general public is entitled self-disclosing process
to hold the government and public officials Despite the differences between different
accountable for their actions and the decisions national styles of corporate governance, there is
they made as the political representatives of convergence on the importance of:
the people. • Transparency
• Transparency for efficiency: reactive access to • Integrity
information has the benefit of encouraging • Accountability
public bodies to organize their information. Corporate governance systems should ensure
Proactive disclosure of information encour- that:
ages better information management and • Accountancy standards are beyond reproach
more effective communication between pub- • Audit quality is safeguarded
lic bodies. • The board of directors is effective and
Transparency has recently become a very properly constituted
popular word, well-used, but sometimes misused, • Governance structures are fostering efficiency
by scholars and practitioners. In this context, and competitiveness of business
several issues associated with corporate transpar- • Disclosure and transparency is enhanced to
ency have been analyzed such as the ethical satisfy all key stakeholders
justifications for information disclosure, the • The interests of shareholders and other key
ethical nature of corporate informational trans- stakeholders are protected
parency or the use of transparency in • Corporate risks are properly managed
management-employee relationships. History continues to tick, and Sarbanes-Oxley
Good business ethical practices, based Act of the USA was a serious wakeup call. It has
on the framework of transparency, include been much debated, and there are very mild pro-
(http://www.answers.com/topic/corporate-transpar- tests in some quarters. Nevertheless, it is a call to
ency-1#ixzz1sAUOBEaa): get back to fundamentals and it identifies 58
• Publishing a code of conduct/ethics separate provisions that affect internal auditing,
• Providing examples of business ethics and the question of directors of boards looking
dilemmas the other way is unacceptable and must change.
• Defining ethical tests that can be used by staff In India, corporate governance had not been
to facilitate decision-making well-understood right up to the early 1990s. The
• Making the company’s conflict of interest financial institutions, which were mostly govern-
guidelines publicly available to investors and ment owned and controlled, never monitored the
other stakeholders, as appropriate loans or came in the way of any management and
• Designating an ethics/compliance officer easily virtually never divested their ownership stake in T
accessible by relevant stakeholder groups any firm. There were also constraints on monitor-
• Communicating the codes and procedures to ing by external capital markets. With the liberal-
all employees, agents, and other appropriate ization of the economy, several positive
stakeholders developments occurred on the corporate gover-
• Establishing systems for monitoring and nance front. First, the Securities and Exchange
overseeing the actions of the organization, Board of India (SEBI) Act of 1992 created
its employees, agents, and other critical a regulatory body with the explicit mandate to
stakeholders and detecting/preventing improve the functioning of Indian financial mar-
unethical and/or illegal activities kets. Second, the state-run financial institutions
• Gathering relevant data and reporting on a reg- were given incentives for better performance and
ular basis those charged with ethical oversight a freer hand to monitor their loans. Competition
T 2556 Transparency in Stakeholder Relationships
among the financial institutions increased with procedures, and ensure that all agents and con-
the deregulation of interest rates and the gradual tractors are aware of, understand, and adhere to
elimination of consortium requirements. Private these standards (Leuz and Oberholzer-Gee 2003).
sector mutual funds were allowed to compete
with the state monopoly. Third, a takeover code Cross-References
was introduced in late 1994. Fourth, restrictions on
the entry of foreign investors were eliminated and ▶ Corporate Citizenship
regulations on their investments were substantially ▶ Micro-disclosure
clarified. All these developments threw the domes- ▶ Responsible Management
tic corporations open to external competition. The ▶ Socially Responsible Management (SRM)
pressure to compete globally in turn put pressure
to follow internationally accepted norms of corpo- References and Readings
rate governance (Bekaert et al. 2002).
Organizational transparency is mentioned in Bekaert, G., Harvey, C. R., & Lumsdaine, R. L. (2002).
Dating the integration of world equity markets. Jour-
reference to financial activities and services.
nal of Financial Economics, 65(2), 203–247 Elsevier,
Firms operating in the financial sector should August.
combine “right intention, transparency, and the Johnson, S., Boone, P., Breach, A., & Friedman, E.
search for positive results.” Transparency (2000). Corporate governance in the Asian financial
crisis. Journal of Financial Economics, 58(1–2),
appears as a process linking ethical aims
141–186 Elsevier.
(“right intention”) to profits (“positive results”). Leuz, C., & Oberholzer-Gee, F. (2003). Political relation-
Organizational transparency originally was ships, global financing and corporate transparency.
associated with the disclosure of information Center for Financial Institutions Working Papers
03-16, Wharton School Center for Financial Institu-
related to a firm’s business activities, through
tions, University of Pennsylvania.
standardized documentation such as corporate Norway divided by citizen wealth tables. The
social reports and financial reports. Overall, it is New York Times. October 23, 2009. http://www.
possible to identify two main categories of nytimes.com/2009/10/24/business/global/24tax.html?
_r¼2&ref¼global. Retrieved 22 Sept 2009.
research on transparency. The first analyzes
Treanor, J. (22 November 2009). Government retreats
transparency from an instrumental perspective over naming bank top earners - Top 20 highest paid
for developing and/or modifying corporate trans- employees now unlikely to be identified unless they
parency and reporting guidelines; improving the have boardroom roles. The Guardian.
quality of social and environmental data and infor-
mation; managing records which provide evidence
of corporate activities that have an impact on the Transparency in Stakeholder
environment, human rights, and public health and Relationships
safety; integrating recordkeeping concepts and
practices into audit and assurance guidelines ▶ Stakeholder Accountability
reviewing sustainability performance and
underlining the role of records and recordkeeping
in assuring sustainability reports; and integrating Transparency International
recordkeeping concepts and practices into corpo-
rate risk management strategies and consider- Branco Manuel Castelo
ations (Johnson et al. 2000). Faculty of Economics, University of Porto:
The Code of Business Conduct and Ethics OBEGEF (Observatory in Economics and
helps ensuring compliance with legal require- Management of Fraud), Porto, Portugal
ments and other standards of business conduct.
All company employees and trainees are Synonyms
expected to read and understand this code of
ethics, comply with all applicable policies and TI
Transparency International 2557 T
Address with Web Link Mission/Objectives/Focus Areas
restricted corporations with regard to youth well-known reporting institutions and registries
workforce utilization, would pay its employees exist comprising the Global Reporting Initiative,
fair salaries, would supply secure working con- CERES, Institute 4 Sustainability, etc. The eco-
ditions and adequate working hours, and would logical bottom line is connected to the notion of
not otherwise impose on the community or Eco-capitalism.
its workforce. A TBL industry also normally “Profit” is the economic value produced by
aspires to “give back” by subscribing to the the company after subtracting the costs of all the
force and enlargement of its community with materials, and comprising the cost of the capital
such effects as healthcare and education. Setting invested. Hence, it varies from established
this bottom line is rather new, difficult and accounting explanations of profit. In the first con-
frequently biased. The Global Reporting Initia- cept, within a sustainability framework, the
tive (GRI) has advanced guidelines to allow “profit” detail needs to be perceived as the current
corporations and NGOs correspondingly to com- economic advantage enjoyed by the host society.
parably record the social consequences of an This is the visible economic effect the company
industry. has on its economic setting and is frequently
“Planet” (natural resources/capital) relates to confused with being connected to the internal
sustainable environmental conventions. A TBL revenue gained by a company or corporation
company attempts to benefit the natural setting as (which, nevertheless, is a fundamental starting
much as possible or at least do no damage and point for the calculation). Hence, an original
decrease the environmental effect. A TBL effort TBL approach cannot be explained as just con-
diminishes its ecological tracking by, together ventional corporate accounting revenue plus
with other effects, meticulously handling its use social and environmental impacts, unless the
of energy and nonrenewable resources and low- “profits” of the other bodies are included and
ering production waste, as well as transforming comprehended as social advantages.
waste into less toxic matter before disposing of it
in a protected and authorized way. “Cradle to
grave” is first with regard to TBL production Seven Drivers
industries, which normally conduct a life cycle In the easiest terms, the TBL plan concentrates
appraisal of products to decide what the current corporations not only on the economic value that
environmental expense might be from the they supplement, but additionally on the environ-
involvement of raw materials to fabrication, mental and social value that they add – or elimi-
delivery, and final disposal by the end user. In nate. With its reliance on seven closely connected
TBL, the community should not give a company revolutions, the change in sustainable capitalism
that manufactures and trades goods, which will will be one of the most difficult companies have
produce waste, an independent move. It would be ever had to deal with. As the world is moving
fairer for the company that produces and trades in rapidly into the third millennium, entities are
troublesome goods to bear part of the cost of its embarking on an international cultural transfor-
final disposal. TBL corporations prevent ecolog- mation. Corporations, much more than govern-
ically damaging practices, such as over-fishing or ments or non-governmental organizations
other imperilling consumption of resources. Fre- (NGOs), will be in the driving seat. Paradoxi-
quently, environmental sustainability is the more cally, this will not make the transformation any
cost-effective path for a company in the end. simpler for business individuals to perform. For
Claims that it costs more to be environmentally many it will be hard, if not unattainable. Never-
aware are occasionally plausible when the direc- theless, there is no reason why the TBL cannot be
tion of the company is studied over a period of adopted widely. It works equally well for large
time. Usually, sustainability-reporting metrics and small enterprises, under any kind of owner-
are better measured and standardised for environ- ship structure, and in any location (Avery and
mental matters than for social ones. A number of Bergsteiner 2011).
Triple Bottom Line 2561 T
Markets: Planned – Competitive obliged to open up because of such elements as
Revolution 1 will be powered by market compe- the international SARS epidemic that it has
tition. In the foreseeable future, more than at any helped to generate.
distinct period, companies will act in markets, This “opening up” is itself being moved along
both national and international, that are more by the conjoint arrival of new value systems and
open to competition. The resulting economic completely new information technologies, from
shocks will change the world. In the incipient satellite television to the internet. The breakdown
global order, entire markets will equally turn to of numerous types of long established authorities
absorbing companies, even businesses. Under- also suggests that a broad variety of distinctive
standing how to uncover the market context and stakeholders will increasingly request informa-
contingencies that can trigger this process will be tion on what company is going and working out
dominant factor in future business existence, not what to do. Also, increasingly, they are
to mention success. Under the circumstances, employing that information to balance, measure,
a growing number of corporations are already and rank the performance of rival companies.
finding themselves confronted by clients and the A good example could be the approach taken by
economic markets regarding details of their TBL Transparency International and its developments.
undertakings and actions. Moreover, even though
the markets will certainly witness continuous Life-cycle Technology: Obsolescence –
cycles founded on larger economic, social, and Recyclability
political drifts, the demand can only increase in Revolution 4 is powered by and – in turn – is
the long run. As a result, companies will move to a driving force for the transparency revolution.
a new approach, applying TBL theory and Companies are being confronted with the TBL
accounting to create the business situation for implications either of industrial or agricultural
activity and expenditure. actions back down to the origins of the supply
chain or about the connections of their end-
Values: Hard – Soft products in transition, in usage and – progres-
Revolution 2 will be powered by the international sively – after their functional life is over. In this
change in human and social values. However, the case, there is an obvious change from companies
values are the consequence of the most powerful concentrating on the acceptability of their end-
programming that each of the businesses has ever products at the point of sale to the recent attention
opened. Whenever they transform, as they appear focused on their action from the cradle to the
to do with every subsequent period, whole civili- grave – that is, from the usage of raw materials
zations can evolve. Companies that have been right through to reusing or removal. Administer-
standing on firm foundations for decades figure ing the life cycles of technologies and end-
out sometimes that the world as they experience it products from batteries to jumbo jets to offshore
is different. oil machineries will be an increasingly dominant
focus of twenty-first century business. T
Transparency: Closed – Open
Revolution 3 is rightly under way, as it is being Partners: Subversion – Symbiosis
nourished by increasing global transparency, and Revolution 5 will dramatically speed up the pace
will speed up. As a result, companies will find at which new types of co-operation are born
their reasoning, urgencies, undertakings, and among companies, and among them and other
actions under increasingly profound examination systems – comprising various leading
worldwide. Several types of uncovering will be campaigning groups. Companies that formerly
volitional, but others will develop with the brief saw themselves as avowed adversaries will pro-
direct implications from the majority of the com- gressively involve in and advance new forms of
panies. In many aspects, the transparency revolu- association with their competitors, which are per-
tion is now “out of control.” Even China is being ceived to keep some of the solutions to the
T 2562 Triple Bottom Line
accomplishment in the new setting. None of these The best organizing corporate governance, the
will compulsory to terminate the discord and, highest opportunity that companies can develop
sometimes, even a total conflict. Rather, towards truly sustainable economies. Nowadays,
campaigning groups will have to find out means nevertheless, most TBL promoters have not cen-
of concomitantly stimulating and performing tered their projects around boards; nor, on most
with the same business – or even the same occasions, do they have a comprehensive percep-
company. tion of the manner in which boards and corporate
governance structures act. This, however, repre-
Time: Short – Long sents an essential fighting arena in the future.
People were frequently told that time is short and Clearly, even a growing part of corporate sustain-
so is money. However, moved by the sustainabil- ability matters revolves not only close to a system
ity programme, Revolution 6 will advance and goods plan, but also near to the model of
a serious change in the way in which companies corporations and their value chains, of “business
comprehend and handle time. This requires the ecosystems” and, eventually, of markets. Practice
opening out of the time magnitude, with many evokes the best method of guaranteeing that
new events occurring every minute of every day. a certain corporation completely addresses the
Quarterly – and even on-line – reporting demands TBL programme is to include the significant
are major operators for the current/present time. demands into its corporate DNA from the very
On the contrary, the sustainability programme is beginning – and into the specifications of the
focusing companies in the other direction – to markets it attempts to serve.
“long” time. Assuming that the majority of public Obviously, companies and corporations are
officials and industry leaders consider it difficult still far from achieving this aim, but substantial
to forecast even 2 or 3 years in advance, the advances have been made in the last few decades.
extent of the challenge is suggested by the fact The core of sustainable industry deliberation is in
that the emergent programme constrains reason- the method of moving from the public relations to
ing across decades, periods and, in some occa- competitive advantage and corporate governance
sions, centuries. As time-based competition, – and, in the system, from the company walls and
established on the basis founded by methods gates to the council chamber. A succession of
such as “just in time,” keeps on accelerating the waves of governmental constraint has been driv-
tempo of competition, the requirement to create ing these changes.
a more powerful “long-term” extension to busi-
ness reasoning and drafting will come to be ever- Civil Pressure Waves
more challenging. Since 1960 and up to the present-day, three con-
siderable waves of civil pressure have modelled
Corporate Governance: Exclusive – Inclusive the environmental programme. The functions and
Finally, whoever the operators are, the economic duties of governments and the public sector have
purpose of the TBL programme is the responsi- changed as feedback to each of these three waves
bility of the corporate council. Revolution 7 is and will continue to change. In spite of the fact
powered by the revolutions mentioned before and that each wave of activism was accompanied by
additionally results in a completely new turn a downward wave of public apprehension, each
being put on the previously dynamic corporate sequential wave has considerably broadened the
governance deliberation. At present, new ques- programmes of politics and businesses:
tions are being asked. For example, what is the • Wave 1 brought about the comprehension that
activity for? Who should have an opinion on the environmental influences and the needs of
way companies are run? What is the proper bal- natural reserves have to be limited, resulting
ance among shareholders and other stakeholders? in a basic outflow of environmental rules. The
And what stability should be reached at the level business reply was cautious, concentrating on
of the triple bottom line? concession, at best.
Triple Bottom Line 2563 T
• Wave 2 triggered a deeper comprehension that rather than on quarterly financial outcomes. It is
modern types of manufacturing technologies no longer adequate to maximize solely short-term
and new kinds of products are required, shareholder value. Preferably, companies must
climaxing in the awareness that development notice the economic, social, and environmental
practices have got to become sustainable – and impacts of their actions – seen as sustainability or
an understanding of economic activities, corporate social responsibility.
which would frequently have to take the As a new notion in the business field, sus-
lead. The reaction of the business sector tainability is thought over the boundaries of
started to become more competitive. twenty-first century business pattern, as well as
• Wave 3 focuses on the increasing awareness an asset for those companies competing in the
that sustainable development will require long term. The most frequently quoted descrip-
profound modifications in the governance tion of sustainability is “Operating in ways that
of corporations and in the entire process of meet the needs of the present without
globalization, with a modernized focus on compromising the ability of future generations
the authorities and on the civil community. to meet their own needs” (Brundtland Commis-
Nowadays, in addition to compliance and sion 1987).
the extent of competition, the business The notion of sustainability covers all charac-
response will have to be centered on market teristics of a company, comprising the research
formation. and development of new end-products that are
suited to the demands of a secure environment;
innovation and originality, where companies
Key Issues track the using or reducing of waste; marketing
and advertisements that address or support
The triple bottom line is a type of balanced score- regional matters and social causes; and enlarged
card that seizes in numbers and observations the stakeholder commitment, occasioning communi-
extent to which any company is or is not produc- cation with community collaborators, suppliers,
ing value for its shareholders and community. competitors, clients, and commissioners for the
Triple bottom line (TBL) reporting is aimed at natural environment.
seizing, illustrating, and measuring the conse- Sustainability is rapidly becoming a key mar-
quences of the company’s actions on society. ket strength set alight by client, shareholder, and
However, there is still a large number of man- stakeholder requests. A framework to assist with
agers, owners of enterprises and stock, analysts, operating through this sustainability lens is the
business schools, and others who subscribe to the TBL, which concentrates companies not only on
Anglo/US business model, which rejects the TPL the economic value they are supplementing, but
approach, i.e., who subscribe to Milton also on the environmental value and on the social
Friedman’s (1970) thesis that “the business of value they are supplementing – and eliminating.
business is business.” The three lines stand for society, economy, and T
environment. The community relies on the econ-
omy, and the economy depends on the interna-
Future Directions tional ecosystem whose condition stands for the
final bottom line. In a newborn globalized eco-
The challenges of the twenty-first century are nomic space, an implication in corporate social
compelling companies to transform the methods responsibility represents an enterprise for various
of operation they use. Concerns such as climate kinds of triple bottom line reporting. This will
alteration, natural resource consumption, and the vary from the more limited changes required
energy crisis are badly affecting companies head to handle only the environmental issues. One
on and challenging the idea that concentration way to check a sustainable company is the extent
should be focused on the details of the activities to which its actions can be prolonged continually
T 2564 Triple Bottom Line Accounting
Cross-References
▶ Corporate Governance
▶ Corporate Social Responsibility Triple Bottom Line Reporting
▶ Corporate Sustainability
▶ CSR and Poverty ▶ Global Reporting Initiative
▶ Integrated Management Systems ▶ Integrated Reporting
▶ Sustainability
Taking into account the processes which gen- Causes of Mistrust, Conviviality, and Time
erate trust, we argue that knowledge is the main The causes of mistrust can be linked to asym-
resource of the big successful organizations of metry of information, past history, ignorance,
today and trust may be its main helper, because lack of information, difficulty of understanding,
it is well known that in KBOs: stereotypes or basically differences, and
(a) Collective knowledge is more important than a strong self-interest. In short, organizations
individual knowledge trust those they are familiar with. We emphasize
(b) Sharing and transferring knowledge is deci- that face-to-face meetings and shared ceremo-
sive to have success nies in nonworking environments are essential
(c) The combination of different kinds of to build trust because in these meetings the
specialized knowledge generates profits parties interact and realize that one party can
(d) The efficiency of a company depends on the achieve the goal of the other. Consequently,
ability of integrating different kinds of cooperation, collaboration, and conviviality are
knowledge decisive in building trust and eliminating mis-
(e) Networks are decisive to the production of trust. Given that conviviality takes time and that
new knowledge time is a very scarce resource, the analysis of
Without trust, these statements are seriously trust puts time in the economic agenda again.
undermined, and trust is a major contributor to Evidently, mistrust can be justified in social
their verification. Knowledge management relations and as a corporate strategy, but it is
implies a strong level of collaboration: a high also costly and can be extremely expensive
sense of being and a high respect for the others. when the loss of trust becomes evident and the
Therefore, organizations have to adapt continu- trust relationship is damaged and is transformed
ously and it is necessary to create a “context in in conscious distrust. In this context, we con-
which employees at every level become indepen- sider that it is very difficult to build trust and it
dent agents, take responsibility, experiment and is very easy to destroy it. Therefore, up to
make mistakes and learn as they strive for con- a point, trust and legitimacy have the same
tinuous improvement in every aspect of the firm’s characteristics. But, the difference between
total transformation process” (Spender 1996). them consists not in their destruction time
For knowledge to be created, the identity of the cycle (the destruction time cycle is shorter for
employee cannot be dependent on or subsumed both trust and legitimacy), but in their building
by others. There has to be room to permit time cycle (i.e., the time cycle for building trust
individual and collective initiatives. The idea is much shorter than the time cycle for building
of “knowledge work” (Alvesson 2004) is based legitimacy). The concern for the sensitivity of
in symbolic and intellectual skills. This type the trust and for the legitimacy can prevent risky
of work implies extensive communication decisions and avoid their associated costs.
and coordination, it implies higher trust to over-
come higher uncertainties, and it is also needed Economic Consequences of Trust
to be able to make connections at a deep human Trust generates more innovation than lower
level. prices or challenging markets, and without trust,
In organizations, but particularly in KBOs, transaction costs raise and the strength of a com-
competent trust is a main source of competitive- pany is diminished: instead of a community lead
ness because in labor relations, opportunistic by shared interests, the organization becomes
trust and intentional trust may also exist. “Old a set of units in competition. By generating inno-
type” and “gentlemanly” business relations were vation, knowledge management gives the organi-
based in referential trust and intentional trust, or zation a competitive edge and innovation may be
even affective trust. radical or incremental.
Trust 2569 T
Incremental innovation equates to “doing importance of trust in building a sustainable
things better” and radical innovation equals competitive advantage.
“doing things differently.” The first kind of pro- Corruption, as a phenomenon that has
cess changes the value chain and improves the destroyed the reputation of organizations and
production function and is based on a strategy of continues to decrease levels of trust, is a subject
efficient volume and value added, with exploitation that puts in question the importance of trust in
of knowledge. The second process changes the building and maintaining organizational legiti-
company and creates a new production function. macy. Enron, Tyco, WorldCom, and other com-
Therefore, this process is based in the exploration of panies that destroyed public trust in corporations
knowledge, in the increase of the total productivity motivated a rethinking of the role of corporations
of factors of the company, and in the contribution of in knowledge-based society. Such analysis will
knowledge to that productivity. Both processes are create a new approach to different types of trust
driven by knowledge but are fuelled by trust. Trust by taking into account the decrease of the credi-
is decisive in achieving complex agreements, as in bility of organization due to corruption.
the discussion of employment contracts, because
the organizational trust can decline over time
if there exist any breaches in contract. Therefore, Cross-References
trust appears as a result of an intangible relation-
ship based on integrity, vulnerability, and ▶ An Aristotelian Approach to Sustainable
responsibility of partners involved in. Management
▶ Ethical CSR
▶ Legitimacy Theory
Future Directions ▶ Risk Management
▶ Servant Leader/Servant Leadership
Are We Confronted with a Crisis of Trust? ▶ Stakeholder Theory
In 2011, there is not less trust in the world than ▶ Trust and CSR
existed before. But the world is confronted with
a crisis of trust. This is owing to the fact that the
world is much more complex and we need References and Readings
much more trust now than we needed 50, 100,
or more years ago. We are much more Alvesson, M. (2004). Knowledge work and knowledge-
intensive firms. New York: Oxford University Press.
interdependent so we need to trust more. Conse-
Aristotle. (2002). Nicomachean ethics. Oxford: Oxford
quently, there are people who live by making University Press.
business on our trust, not only managers but Baier, A. (1986). Trust and antitrust. Ethics, 96(2),
news industry persons: fear and disgrace always 231–260.
Blomqvist, K. (2005). Trust in a dynamic environment: Fast
sell more than security and happiness. Politicians trust as a threshold condition for asymmetric technology
also bank on our trust in them (the “Good Man” partnership formation in the ICT sector. In K. Bijlsma- T
we choose), and on our mistrust of the other (the Frankema & R. K. Woolthuis (Eds.), Trust in pressure,
“Bad Man” we do not vote for). Therefore, investigations of trust and trust building in
uncertain circumstances (pp. 127–147). Cheltenham,
mistrust is unsustainable in the long run – para-
UK/Northampton, MA: Edward Elgar Publishing.
noia, Big Brother is watching you, SS20 missiles, Deutsch, M. (1958). Trust and suspicion. Journal of
Salazar, or North Korea. In this context, the rela- Conflict Resolution, 2, 265–279.
tionship between trust, the three levels of Luhmann, N. (1991). Trust and power. Ann Arbor, MI:
University Microfilms International.
organizational justice (distributive, interactional
Mayer, R. C., Davis, J. H., & Schoorman, F. D. (1995). An
and procedural), and commitment (affective, integrative model of organizational trust. Academy of
continuance and normative) will highlight the Management Review, 20, 709–734.
T 2570 Trust and CSR
Porter, T. M. (1995). Trust in numbers. Princeton, NJ: reciprocity of trust, meaning that both parties
Princeton University Press. involved in the relationship establish mutual
Spender, J.-C. (1996). Making knowledge the basis of
a dynamic theory of the firm. Strategic Management confidence by showing good intention and
Journal, 17, 45–62. guaranteeing minimal or no risk emanated.
Zand, D. E. (1972). Trust and managerial problem solving. Trust is an essential element of social capital.
Administrative Science Quarterly, 17, 229–239. The theory of social capital assumes that the
level of trust among two groups of people
increases if the level of interaction between
Trust and CSR them intensified. Francis Fukuyama (1995), in
his book “Trust: the Social Virtues and the
Mohammad Nabil Almunawar1 and Creation of Prosperity,” argues that social capital
Kim Cheng Patrick Low2,3 is the key factor for a corporation to grow into
1
Faculty of Economics, Business and Policy a large and sustainable multinational corporation.
Studies (FBEPS), Universiti Brunei Darussalam, Social responsibility is defined as a commit-
Bandar Seri Begawan, Sultanat, ment of a person to reckon the implication(s) of
Brunei Darussalam his/her actions on the social system, considering
2
Universiti Brunei Darussalam, Gadong, his/her contributions to his/her community or
Brunei Darussalam larger society. So basically, social responsibility
1
University of South Australia, Adelaide, has an intrinsic caring intention. Thus, CSR is
Australia a corporate commitment to contribute to its sur-
rounding community and society at large for
mutual benefits. Trust is tightly related to care;
Synonyms virtually there is no trust without care. Since
caring is an intrinsic value of CSR, meaning
Credibility; Integrity; Reputation; Social capital that CSR is very much about the provision of
and CSR; Trustworthiness; Trustworthy care, companies practicing CSR will build or
strengthen trust that becomes a source of social
capital for them to grow further.
Definition
United States such as Enron, WorldCom, are giving high priority to CSR will gain more
Goldman Sachs and some other giant corpora- trust from their stakeholders who can be
tions. Top executives from troublesome financial transformed to more markets and revenues. Dur-
corporations, at the time of their crisis where the ing a crisis, high-trust companies will have the
tax used to bail them out, are still getting millions resiliency to survive and should be able to
of dollars bonuses. This behavior greatly destroys recover quickly after the crisis.
the trust of the society, which may lead to distrust Sztompka (2000) in his book “Trust:
of the whole financial system. A Sociological Theory” discusses trust thor-
The 2010 Edelman Trust Barometer (2010) oughly. According to Sztompka, there are three
reveals some interesting findings. Although over- bases putting trust to targets (either persons or
all trust in business is increasing globally, it is social objects such as companies): reputation,
still very much fragile since people still believe performance and appearance.
that once the crisis is over, business and financial First, putting trust based on reputation. Repu-
companies will revert to their business as usual. tation is basically a track-record of past actions.
Trust and transparency are now considered as A good track-record implies a good reputation
important, at par with quality of products and and vice-versa. The company should build repu-
services. It is interesting that partnerships rooted tation as an investment as Dasgupta (1988) says
in societal good are considered in earning trust. that “reputation is a capital asset.” Second, put-
Collaboration of a company with NGOs to solve ting trust based on performance. Performance is
global challenges such as global warming, poverty, the result of measurement of current actions.
education and healthcare is well respected and Relying on trust based on performance is riskier
contributes to earning trust. Another interesting than relying on trust based on reputation since
finding is that the majority of the public considers performance does not consider past actions. How-
that all stakeholders are equally important to ever, performance measured by highly regarded
consider when a CEO makes decisions. Here is an institutions is normally reliable. Third, putting
important quote from the report: “Now is the time trust based on appearance, that is, relying on trust
for companies and CEOs to deliver performance, on external characteristics, demeanor or labels,
communicate frequently and honestly, and consider assuming those characteristics, demeanor or
the role of business in society” (Edelman 2010). labels reflect personality, identity or status (Fig. 1).
Besides brand recognition, corporations now- In The Healthy Company, Rosen (1991)
adays increasingly depend on trust from their argues that trustworthiness can be divided into
stakeholders. Thus, CSR is increasingly impor- five characteristics:
tant since it concerns the responsibility of corpo- • Credibility: The quality and believability of
rations to their stakeholders. Being aware that the leader’s word.
social issues are as important as other strategic • Dependability: The person or the company
business issues, according to a report on CSR would do what (s)he would say or promise.
from the World Business Council for Sustainable • Predictability: Being consistent in ensuring
Development (WBCSD), the number of corpora- open communication and following the idea
tions managing social issues is increasing. In that employees, just like leaders, do not like
relation to companies doing CSR, the report men- surprises.
tions that “For any company, giving a high prior- • Valuing the Common Good: Demonstrating
ity to CSR is no longer seen to represent an the ability to put aside self-interest for the
unproductive cost or resource burden, but, good of the team, customer and others.
increasingly, as a means of enhancing reputation • Emotional Safety: Valuing everyone’s health
and credibility among stakeholders – something (physical and emotional), self-image, and
on which success or even survival may depend.” belief systems with compassion and wisdom
Reputation and credibility are two important Several Asian religious and cultural perspec-
components of trust. Therefore, companies which tives argue trust as below:
Trust and CSR 2573 T
and individualism as well as the preservation of
Reputation Performance good relationships even though differences in
opinion exist. And trust between individuals is
basically built by giving face (kao) or respect to
others, and the latter is one of the basic factors of
the Japanese social system. Face (kao) is
Trust a symbol of personal pride and forms the basis
of an individual’s reputation and social status.
Preserving or saving face comes through
avoiding open conflicts and direct criticism wher-
ever possible. And overall, causing someone to
lose face can be disastrous for building trust and
Appearance
continuing business relationships.
Directly related to the Japanese concepts of
“wa” and “kao,” “omoiyar” refers to the sense of
Trust and CSR, Fig. 1 Three bases of trust empathy and feeling of loyalty encouraged in
Japanese society and practiced in Japanese busi-
ness culture. “Omoiyari” literally means “to ima-
The Chinese, very much influenced by Confu- gine another person’s feelings”; thus, building
cianism, also stress on friendships and relation- a strong relationship based on trust and mutual
ships (guanxi) as the key foundation of trust (xin) feeling is critical for business success in Japan.
when doing business. A gentleman (lady) (jen) To succeed in doing business with the Indians
should be careful in deciding whom (s)he will and having good relationships with one’s stake-
follow and/or trust. holders, it is vital to know and understand the
As a gentleman (lady) (jen), one must be Indian concept and practice of trust. Among the
benevolent (ren) and kind, keeping one’s prom- Indians, there seems a perceptible lack of privacy
ises to friends (business associates), taking and a smaller notion of personal space, where
delight in advertising others’ merits and building several generations often live together under
goodwill. To make friendships, and more criti- one roof. And for Indian business practices, this
cally, trust (xin) last, one should purposely stress places an added importance on interpersonal con-
friends’ good points and avoid exposing their tacts, avoidance of conflict, and a more indirect
demerits. If an act is shameful (che), one should approach to communication to build trust and
avoid that act, and even not think about it. And if relationships among business associates and
an act should cause a dent on one’s character and partners.
integrity (lien), one should then avoid such an act. For the Indians, to build trust, face and self-
Besides, Confucianism also stresses reciprocity esteem is an essential part of Indian culture. And
(shu), and one good act deserves another, build- thus, any individual criticism in business situa- T
ing trust between friends and business associates/ tions must be done cautiously and with sensitiv-
partners. In doing all these, peace, harmony (her ity. Additionally, to the Indians, making
ping), and loyalty (zhong) exist among friends decisions is often a slow and thoughtful process.
(business owners/ managers and stakeholders); And deadlines should, in fact, not be rushed;
and there is prevailing trust (xin) and good busi- impatience is construed as forceful (tantamount
ness relationships (and trust (xin), indeed, grows to lack of trust), impolite and disrespectful.
the relationships). Perhaps to make the picture of trust complete,
In Japan, where some elements and influence it is important to mention the Islamic term or
of Confucianism prevails, the spirit of harmony notion of trust. The Islamic term of trust is
(wa) is stressed. In business terms, wa is per- amanah. There are two dimensions of trust in
ceived in the Japanese avoidance of self-assertion Islam, the vertical dimension, where God (the
T 2574 Trust and CSR
Key Issues
Cross-References
In business, not to speak of CSR, one should not
cheat people, and instead, gain confidence, good- ▶ Accountability
will and trust of others. One of the key issues is ▶ Altruistic CSR
how, for the company, to establish, build and ▶ Business for Social Responsibility
promote the trust of the company’s stakeholders ▶ Confucian Ethics
of the company itself. Trust is not tangible, thus ▶ Corporate Reputation
not easily seen at first sight, but trustable compa- ▶ Guanxi and CSR
nies would profit from the quality and sustain- ▶ Islamic Ethics and CSR
ability of the firm in the future. ▶ Reputation/Reputation Management
The other parallel issue is that, having gained
the trust of the other party or stakeholder, whether
a company investing on CSR can, in return, get or
gain trust from its other stakeholders such as References and Readings
employees, customers, suppliers and society.
Dasgupta, P. (1988). Trust as a commodity. In D. G.
Companies need to examine and act on ways to
Gambetta (Ed.), Trust. New York: Basil Blackwell.
elicit trust from its stakeholders while investing Drucker, P. F. (1993). Concept of corporation.
on CSR. Piscataway: Transaction Publishers.
Two-Tier Board 2575 T
Edelman. (2010). 2010 Edelman trust barometer executive
summary. http://www.edelman.com/trust/2010/ Truthfulness of Businesses
Fukuyama, F. (1995). Trust: The social virtues and the
creation of prosperity. New York: Free Press.
Hofmeister, J. (2010). Why we hate the oil companies. ▶ Stakeholder Accountability
Strategy + Business, 59, 1–8.
Holme, R., & Watts, P. (2000). Corporate social respon-
sibility: Making good business sense. Conches-
Geneva: World Business Council for Sustainable
Development. Two-Level Utilitarianism
Lewis, S. (2003). Reputation and corporate responsibility.
Journal of Communication Management, 7(4), ▶ Utilitarianism and CSR
356–366.
Rosen, R. (1991). Healthy company. Los Angeles: Jeremy
P. Tarcher Publishers.
Sztompka, P. (2000). Trust: A sociological theory. Port
Chester: Cambridge University Press. Two-Tier Board
Maria Aluchna
Department of Management Theory, Warsaw
School of Economics, Warsaw, Poland
Trust in the Relationship Between
the Business and the Stakeholders
Synonyms
▶ Stakeholder Accountability
Boards; Dual board; Supervisory board
Definition
Trustworthiness
The two-tier board is a model of corporate control
▶ Trust and CSR
and monitoring in which two boards with distinc-
tive tasks function. The two-tier model encom-
passes supervisory board and management board,
and their mandates are kept separately which
Trustworthiness of Businesses means that members of the supervisory board
cannot be the members of management board at
▶ Stakeholder Accountability the same time. In other words, the functions of
control and monitoring are fully separated from
executive functions in the two-tier model. Both T
boards consist of high-profile directors who are
elected to work together for the long-term sus-
Trustworthy
tainable value of the company and function as
collectively appointed corporate bodies. Manage-
▶ Trust and CSR
ment board includes exclusively executives and
officers who are responsible for daily operation of
the company. Management board is monitored
and controlled by the supervisory board which
Truth in Speech and Actions includes nonexecutive directors only. The two-
tier board is usually discussed while being com-
▶ Stakeholder Accountability pared to the one-tier board model (please refer to
T 2576 Two-Tier Board
Two-Tier Board,
General shareholder
Fig. 1 Two-tier board
metting
within the internal
organization on the
company
Appoints directors
Elects executives
Management board
Executives
the term “one-tier board” for more information). Netherlands, Norway, and Switzerland (Mallin
Similarly to the one-tier model, the two-tier board 2004). Similarly to its one-tier peer, the supervi-
is also under scrutiny on its structural shortcom- sory board is representing interests of share-
ings and challenges revealed in the times of the holders who during general shareholder meeting
financial crisis. Codes of corporate governance and often proxy fights appoint directors to its
and national and regional reforms target the two- composition. The structure of two-tier system
tier board, formulating guidelines in order to within the company organization is presented in
enhance its monitoring quality and performance Fig. 1.
which would contribute to creating firm value. As shown in Fig. 1, the supervisory board is
Moreover, as a comparative analysis reveals, the appointed directly by the general shareholder
corporate governance recommendations and the meeting what makes it the essential corporate
mobility of know-how lead to a process of signif- body for company operation as its addresses
icant harmonization of board types, and hence directly shareholders expectations and is
currently the two-tier and one-tier models are accountable to them (according to law, the super-
found to be closer to each other in terms of visory board needs a formal approval from gen-
structure, tasks, composition, and operation eral shareholder meeting on annual basis). The
guidelines than ever before. supervisory board task is then to appoint the CEO
and approve the officers suggested by the CEO.
However, the supervisory board is not allowed by
Introduction the law to give any orders to executives. Execu-
tives may only receive counsel and advice as they
The term “two-tier board” is often referred to are ultimately responsible for the company’s day-
several synonyms such as management and to-day operations and performance. Figure 1
supervisory boards, dual system, or dual board. depicts some similarities with the one-tier board
The supervisory board is composed of different in terms of its several committees. (For more
types of directors including executive, indepen- information on board committees, please refer
dent and affiliated, outside and inside, and con- to the term “board of directors.”) The supervisory
stituency directors. The dual model board board plays some monitoring roles; it appoints
functions in Germany, Austria, and Poland and CEO and structures executive remunerations,
is also widespread in Denmark, Finland, appoints the auditor, and follows corporate
Two-Tier Board 2577 T
Two-Tier Board,
Fig. 2 The structure of the
Supervisory board
two-tier board
Management board
CEO
Executive directors
strategy issues. The strong independence of the • Gray or affiliated directors refer to board
supervisory board provides a sound oversight and members who do personal or professional
control over executives. ties to the company. These directors usu-
ally are corporate shareholders, auditors,
lawyers, bank consultants, advisors, sup-
Key Issues pliers, or customers; they may also be for-
mer employees or executives, shareholders
Structure and Composition of the Two-Tier or relatives of dominant shareholders,
Board executives, employees, etc. Evidence
The analyses of the two-tier system reveal the shows that the affiliated directors would
characteristics of this corporate body with respect constitute majority of supervisory board
of structure and composition as well as indicate (in Germany, would account for ca.
the dynamics as a response to corporate gover- 20–40% of board members).
nance guidelines. The general structure of the • Independent directors are board members
dual board is presented in Fig. 2. who do not have any personal or profes-
As shown in Fig. 2, according to the regula- sional ties to the company as defined by
tions and company bylaws, the supervisory board European Commission recommendation on
in two-tier system is composed fully of independent directors, 2005/162/EC (for
nonexecutive directors. The supervisory board more, please refer to “board of directors” T
directors fall into different categories which section). Independent directors constitute
include the following: ca. 10–20% of board members although
• Nonexecutive outside directors who usually higher presence of independent directors is
constitute the majority of the board (except noted on Finnish and Norwegian boards.
for German companies) and are members According to the European Commission
recruited from outside of the company, recommendation, there should be at least
appointed from other institutions and firms. two independent directors on board.
As mentioned earlier, these members do not • Constituency directors who are appointed
fulfill any executive or management functions. by stakeholders different than shareholders
Within the group, there are three additional would note marginal presence on supervi-
subcategories: sory boards.
T 2578 Two-Tier Board
• Nonexecutive inside directors are usually board with the participation of women represen-
employees and employee representatives tatives of different races and age is believed to
from the company. The presence of inside consider a wider range of issues and thus to
directors remains the distinctive feature of function more efficiently.
German boards according to the codetermina-
tion (Mitbestimmung) rule. The law stipulates Efficiency of the Two-Tier Board
that in companies hiring up to 2,000 It was mentioned in the “one-tier board” section
employees, 30% of board mandates are that the academic and practical debate relates to
guaranteed for employee representatives. For the discussion on the efficiency of two board
companies hiring more than 2,000 employees, models. Although the one-tier board is viewed
employee representatives constitute 50% of as more flexible structure and provides better
board members. These characteristics result communication between directors, it reveals
in strong participation of employees in severe structural problems. Similarly, dual
management and governance system, and board raises both positive as well as negative
thus their acceptance is required for important judgment. The relative unpopularity of the two-
corporate decisions. Codetermination is tier board (it is less frequent model), in particular
viewed as an important element of the in countries where two models are allowed by
German corporate governance system law, often leads to a conclusion that the two-tier
so-called patient financing and contributes to board is perceived as less efficient. For instance,
industrial relations and dominance of internal only 10–25% of companies in France or Italy
labor market. However, codetermination which have the option to choose their board
is often criticized by foreign institutional type prefer the two-tier model. However, dual
investors who perceive it as an obstacle to board has several advantages, and as evidence
aggressive restructuring. shows its structural solutions are adopted also
In sum, the structure of the supervisory board by the one-tier model. The identified advantages
differs depending on the country and reveals dif- of two-tier board raised in the academic and
ferent shortcomings and challenges, respectively. practical discussions refer mostly to the
The study of a typical supervisory board depicts following:
lower presence of outside independent directors • Clear division between monitoring and man-
as compared to its American and British counter- agement – as both boards are kept separate and
parts. However, high presence of independent held separate meetings, all supervisory boards
directors is observed in the Netherlands, Norway, directors are nonexecutives. Thus, there is
and Finland. German boards characterized with lower risk of giving orders to executives or
significant participation of employees reveal of exaggerated influence of executives over
a phenomenon of coalition between employees board directors. Lack of connections between
and executives (as insiders) toward shareholders. directors from two boards enables sound
The study of German boards depicts low presence monitoring and counseling. Moreover, the
of female directors who constitute larger number supervisory board may discuss all issues
of directors in Finland or the Netherlands and independently.
have a legally binding quota in Norway. Such • Keeping two boards separate allows a better
quotas are planned to be introduced in the Euro- balancing of the power of the CEO and board
pean Union (EC Strategy for equality between Chairman. These two functions from defini-
women and men 2010–2015, 2010; Green tion will never be combined in the two-tier
Paper. The EU corporate governance framework, model.
2011). Researchers as well as regulators stress the • Directors seating on supervisory boards may
importance of presence of representatives of dif- specialize in their supervision functions.
ferent gender, race, age, background, or lifestyle. • Stronger independence of directors – outside
It is crucial to emphasize that the more diversified directors are more independent and objective,
Two-Tier Board 2579 T
although their presence is often lower in dual The Two-Tier Board in Selected Countries
boards as compared for instance to their The discussion on the characteristics of the dual
American and British peers. Outside indepen- board requires the presentation of national repre-
dent directors on the supervisory board take sentatives which dictates their structure and com-
care of shareholders interest; they structure position. German boards seem to be one of the
CEO compensation and formulate the best representatives of the two-tier model. As
dividend policy better. studies reveal, the typical German supervisory
• Directors who sit on supervisory board are board consists on average 18 members out of
professionals and they know the job; they are which 50% of members are outside directors
often well-experienced executives in other (shareholder representatives and independent
companies or representatives or different sec- directors) and 50% are employee representatives.
tors and industries. Since by definition (as defined by European
However, the analysis of the functioning of the Commission recommendation on independent
dual board depicts several shortcomings. The directors, 2005/162/EC) there are no independent
major weakness of the dual model lies in its directors among employee representatives and
limited access to corporate data and information many outside directors are viewed as affiliated
of supervisory board directors. Directors of the directors, the presence of independent directors
supervisory board do not have full access to cor- on German board is low. Affiliated directors
porate information and documents and must rely reveal mostly ties with shareholders or with
on the materials provided by executives. Sec- banks. It is important to mention the traditionally
ondly, the separate meetings usually hinder com- strong presence of bank representatives on Ger-
munication and information flow between man boards which used to account to 30% of all
management and supervisory boards; therefore, directors in 1990s. Such strong representation
it is recommended to held joint meetings, ask what to large extend is the result of the special
questions, and give presentations. Thus, the depository right (Depositionstimmrecht) which
separation of board members and executives is allows shareholders to deposit their shares in the
mitigated by joint meetings and specialized com- bank who then represent them at the shareholder
mittees (compensation, audit, and nomination). meeting. In the mid-1990s, the German banks
As business practice shows, the supervisory used to control 60–90% of all shares at share-
board may be dominated by one majority share- holder meetings of largest companies. The posi-
holder who would dictate the agenda and the tion of German banks have been decreasing since
direction of decision-making. However, this then in line with liberalization of the German
problem is more rooted in the characteristics of financial system, restructuring processes of
ownership structure identified in countries which banks which had to focus on their core compe-
adopt the two-tier model. The dominant share- tence and corporate governance reforms adopted
holder may control the board election process and in Germany in the late 1990s. Additional
appoint its affiliated directors who as practical characteristics of German boards show that the T
evidence show may not have necessary knowl- average participation of female directors on
edge, experience, or skills to fulfill such func- board is estimated at ca. 5–10% which is far
tions. Therefore, the threat of the dominance of lower as compared to 30–40% female members
the board work by representatives of controlling on American and British boards. A good illustra-
shareholder particularly in the area of dividend tion of the two-tier model is the Siemens super-
policy is attempted to be reduced by the presence visory and management board presented in
of independent directors. Additionally, it remains Tables 1 and 3.
doubtful whether outside directors are motivated As shown in Table 1, the supervisory board
enough to fulfill the monitoring functions. of Siemens includes 20 members out of whose
Finally, the dual board is also often criticized 10 (50%) are inside directors representing
for its higher costs of functioning. employees (marked with star). The participation
T 2580 Two-Tier Board
Lothar Adler
Gerd von
Brandenstein
Jean-Louis Beffa
Bettina Haller
Berthold Huber
Håkan Samuelsson
Dieter Scheitor
Birgit Steinborn
a
Audit committee financial expert pursuant to the Sarbanes-Oxley Act, chairman member
Source: Based on http://www.siemens.com/investor/en/corporate_governance/committees.htm. (Accessed 6 Sept 2011)
overview of the composition of the various stand- Comparing this example with the American
ing committees of the supervisory board. board of directors, the German supervisory
Finally, the composition of management board represents so-called stakeholder approach
board is presented in Table 3 below. which supports long-term investments, trust,
As shown in Table 3, the management board cooperation, and strong economic performance
of Siemens includes 10 members out of whose 2 and is characterized by participation of stake-
are female directors. All Siemens executives are holders such as employees, banks, and suppliers.
high-profile, well-experienced, and interlocked As the opposite, the American board (presented
(what is discussed below) directors. in “one-tier board” section) illustrates share-
German boards similarly to their American holder approach which is structured to safeguard
and British counterparts reveal strong shareholder interests by independent directors
interlocking. The example of interlocks between and to provide market-oriented accounting and
several largest German companies is presented in disclosure.
Table 4. Interestingly, there are several similarities T
As shown in Table 4, German largest listed between the German dual board and the Japanese
companies are characterized by significant board of directors. Both board types are charac-
interlocking between supervisory boards and terized by lower participation of female and inde-
supervisory boards and management boards. pendent directors while traditionally having some
German directors tend to combine one executive representation of banks on their boards. It is
position (mostly CEO) with numerous supervi- important to mention that the number of bank
sory board mandates. Josef Ackermann and representatives is declining due to significant cor-
Gerhard Cromme belong to the directors with porate governance reforms. Additionally, both
the highest number of board interlocks. More- systems provide for employee voice in corporate
over, as is presented in Table 1 among identified decision-making (though informal in the case of
directors, there are no females. Japanese boards) and management mediating
T 2584 Two-Tier Board
shareholders. The lack of independent and pro- diversity, self-evaluation, formal functioning
fessional directors reveals significant limitations regulation, increased transparency).
for efficient governing mechanisms leaving man- • Best practice suggest joint meetings in the
agement with huge discretion. A good example of two-tier board system to mirror the structure
complying with corporate governance code of the one-tier system, while at the same time
(which is an exception for Poland rather than best practice suggest separate meetings for
a rule) is the supervisory board of TVN, one of independent directors in the one-tier system
the largest media company. The supervisory to follow the structure of the two-tier model.
board of TVN S.A. is presented in Table 5. • The lead director in the one-tier model is to
follow the outside chairman who is found in the
Evolution of the Two-Tier Board: The supervisory board in the two-tier model.
Harmonization Process of Two Board Models • The stakeholder-oriented supervisory board
The corporate governance reforms and exchange (e.g., in Germany) is recommended to strongly
of the board functioning know-how result in care for shareholder interest, whereas the
significant structural changes noted within the shareholder-oriented board (e.g., in the USA)
two-tier model. First, the two-tier board evolves is suggested in incorporate stakeholder
in line with the set of corporate governance expectations.
guidelines adopting solutions introduced by the The harmonization process is heavily rooted
one-tier model. Thus, these two models prove to in the worldwide recognized corporate gover-
harmonize and develop relatively similar struc- nance recommendations on board functioning
ture. The similarities in term of characteristics and integration of stock markets into a global
and solutions adopted include the following: financial system. Figure 3 delivers model illus- T
• Both models identify similar director catego- tration of the harmonization process of corporate
ries present on board. governance of three strongest economies.
• Both models highlight the importance of inde- As shown in Fig. 3, national systems of cor-
pendent directors. porate governance and their boards show harmo-
• Both models emphasize the importance of spe- nization toward globally accepted standards of
cialized committees within the board (audit, transparency, accountability, and legitimacy.
compensation, nomination, risk management). Second, the board evolution refers to the emer-
• Both models formulate similar guidelines and gence of the so-called mixed system which
best practice (competences and experience, seems to combine the characteristics of both
time required to devote to board work, ethical dual and mono board. The mixed model is
standards, limited number of mandates, presented in Fig. 4.
T 2586 Two-Tier Board
Two-Tier Board,
Fig. 3 Harmonization of
board American shareholder
capitalism
German interest
groups capitalism
Japanese collective
capitalism
Change directions