"The greatness and the genuine trait of your thought and writings lie on the fact that you positively and interestingly make use of philosophical thoughts and thoughtfulness in order to deeply and concretely cogitate about America's social issues. . . . This does not mean that your thought is reducible to your era: your thought, being inspired by issues characterizing your era . . . , overcomes your era and will still likely be up to date even after your era, for future generations." Bruno Valentin

Thursday, April 27, 2017

Stockholders Retain Wells Fargo’s Board: A Low Bar for Corporate Governance

Corporate governance is supposed to hold management accountable. Slack in the mechanism enables not only a lack of managerial competence or ethics, but also an ineffectual board. Unfortunately, whether by proxies or connections—or just sheer power—a board’s chair and other directors can remain in place in spite of having failed to hold a management accountable. Put another way, it is not necessarily enough that an incompetent or unethical management (and other employees) is removed; replacing the derelict board may be more crucial and yet even more difficult.

 On April 25, 2017, the stockholders of Wells Fargo voted to retain the board that had oversight-responsibility while the management created millions of fake accounts. Even though 5,300 employees and the CEO, John Stumpf, lost their jobs due to the systemic fraud, 56% of the stockholder vote went in favor of retaining Stephen Sanger, the board’s chairman. Even though press referred to that as “a stinging rebuke for his failure as lead director,” the fact that he won re-election would hardly be felt by him as a rebuke.[1] That the perception would be otherwise signals just how low the bar had dropped on corporate governance. That the entire board survived intact is more important than that five of its directors failed to clear “the 70 percent threshold that typically denotes a serious protest vote.”[2] Clearly a “protest vote” is not worth much if the entire membership of such a negligent board is retained.

On account of the collusion that can occur between a management and the board tasked with overseeing that management, combined with the existing low bar in corporate governance generally, the system can ill-afford the proxy mechanism; the system is too tilted in favor of even sordid managements and board directors. Additionally, corporate social responsibility could be widened to include stockholder voting. At the Wells Fargo vote, Warren Buffett’s Berkshire Hathaway voted its 10 percent stake in favor of retaining the entire board. Even if retaining it was in Buffett’s company’s best financial interest going forward, there would be value societally and even in terms of fortifying corporate governance, which I submit would be good for business, were investors such as Warren Buffett willing to vote in favor of cleaning a sordid or ineffectual slate even if its members promise to do better. In other words, stockholders would strengthen corporate governance itself, as well as the particular companies even financially—and thus the stockholders themselves!—were they to vote to hold derelict boards accountable for bad oversight even if said boards convince stockholders of better financials ahead. Resisting such a narrow impetus can be said to be within the realm of corporate social responsibility because it is in the public interest and in line with societal norms that corporate boards actively hold their respective managements accountable even for past behavior or performance. Giving boards a pass is just as bad as a board giving its management a pass. If a narrow pursuit of financial gain comes at the expense of fortifying governance systems, then such gain is likely to be short-lived anyway because defective systems enable bad management with ineffective oversight. Fiduciary duty suffers. So, ironically, it is a matter of social responsibility that managements are held accountable, as are their respective boards themselves. Hence public policy toward reducing the power of board-management collusion is in the public interest, and corporate social responsibility should be expanded to include stockholder activism with an eye toward reforming corporate governance itself.   

[1] Antony Currie, “Wells Fargo Should Listen to Investors and Step Down,” The New York Times, April 26, 2017.
[2] Ibid.

Tuesday, April 11, 2017

Company Police-States: United Airlines Attacks a Passenger

A manager of United Airlines boarded on the ground in Chicago to have three security employees of the Chicago Department of Aviation bloody and drag a physician off the plane to make room for an employee not on the flight’s crew. Although the airline was technically within its rights to forcibly remove the man for refusing to give up his seat, which he had paid for, removing paid passengers at the last minute to make room for additional, non-essential staff showed a lack of judgment. Accordingly, the police-power of the company is problematic and should be dialed back.  In fact, the power of the industry, including its companies, may need to be reduced.

 A passenger--a physician--being dragged from his paid, reserved seat as a United manager looks on. (Source: Tyler Bridges)

Concerning the lack of good judgment, the airline only offered $800 to passengers willing to give up their seats when the airline policy states that as much as $1,350 can be offered. That a manager of the airline told the man that security would be called if he did not comply suggests that the manager was trigger-happy, and of course not respectful of even paid customers. That the man was attempting to call his lawyer should have been a wake-up call for the manager.
At the very least, the man’s attorney might want to have a judge look into the airline’s “right” to forcibly remove a paid passenger for such a spurious reason. Even if the airline industry had influenced lawmakers to pass a law written in the interests of the companies, paying customers have rights. In this case, the physician had paid for his seat and he had the right to expect to be transported to his destination in a reasonable time. That he had reserved his seat should contractually obligate the airline even if its management is uncomfortable with being obliged. The next flight would not leave until Monday and the man had patients to see that morning. It would be interesting if United’s manager had not even bothered to check other airlines, or if he refused to give the passenger the option.  

The physician seen here looks to have been the victim of disruptive and belligerent employees and their henchmen. (Source: CNN)
The CEO of the airline, Oscar Munoz, referred to the passenger as having been “disruptive and belligerent.”[1] Yet none of the passengers later confirmed this. In fact, a company spokesperson said “we had asked several times, politely” for the man to give up his seat, so it would be strange if a physician would answer politeness with being “disruptive and belligerent,” unless the airline employees perceived any push-back to their self-interests to be “disruptive and belligerent.”[2] I suspect that the company culture allows for a state of denial, for the spokesperson—rather strangely, and I might add pathologically—explained, We had “a number of passengers on board that aircraft, and they [wanted] to get to their destination on time and safely, and we [wanted] to work to get them there.”[3] Besides the unseemly bragging—as if the employees were simply serving customers—the spokesperson conveniently ignores the fact that the physician was one of those passengers, so the airlines failed even on this assertion!
Ethically, the spokesperson’s attempt at a utilitarian justification—that the airline employees were merely trying to further the greatest good for the greatest number—fails because the ethic ignores the rights of the individual customers—rights that should be reflected in the contracts. The physician had reserved his paid seat, which said customer legitimately relied on (so he could see patients in Louisville the next morning).
The stronger ethics are not in the company’s favor. Kant’s Categorical Imperative, for instance, declares that it is unethical to treat beings having a rational nature (so excluding the employees and manager on the plane)—such as a physician would doubtlessly have—as means only rather than also as ends in themselves. That the manager on board the plane could have offered the passengers considerably more money, and perhaps even a free round-trip to a vacation spot, such that a fourth willing-passenger could have been obtained, suggests that the resorting to force was not only arbitrary, but also needlessly at the expense of the physician’s inherent worth as a rational being—another human being. The lack of respect is palpable, in other words.
Rawls’ theory of the justice of systems as fairness also fails to redeem United Airlines. Rawls claims that in designing a system—whether in business, government, or society—the worst off in it should not be short-changed by the design of the system. That the manager on the plane went after passengers who had cheaper fares and were not frequent-flyers suggests that the company’s system was in this respect designed at the expense of the “lowest.” Rawls advocates that people designing a system should not know where they will be in the system so they could be among the worst off. Only then will the designers take care that the lowest positions bear a disproportionate burden. Clearly, United’s system was designed by people who knew that they would not be low-paying, non-frequent-flyer passengers. Hence, by Rawls’ reckoning, the company’s system is unethical.
It should thus come as no surprise that the company’s “businesslike” ex post facto reframing of the incident does not permit the ethical dimension to enter. The company’s CEO referred to the passenger as having been “re-accommodated,” for instance—a technical word that not only misleadingly implies satisfaction, but also leaves no room for the normative dimension of should and should not.[4] Furthermore, the term suggests that even the head of the airline was in a state of denial. Let’s be clear; the severe lapse in the manager’s judgement and the brutal treatment of the passenger was much worse than “re-accommodation” connotes. Minimizing the aggression of the security men and the airlines’ accomplices while perceiving the passenger as having somehow instigated the raw aggression by being “disruptive and belligerent” points to such a sordid mentality that it is likely that the company’s culture is infected. Trying to re-frame, or “see” the incident in business terms does not do justice to just how far from business practice and thus legitimacy the aggression, which was unnecessary given that the $1,350 maximum had not been reached, truly was. Businesses like United should not be able to reap a façade of legitimacy simply from being a business and putting the incident in business terms. The aggression was not business, so a business rationale does not pass muster; rather the criminality befits the mob, complete with henchmen. Only here, the mob benefits from societal legitimacy in being an established company. I submit that such legitimacy—that which large companies automatically get—is part of the problem, for it enabled a manager at United to over-step substantially as if with impunity.
The airline industry, moreover, may be at fault. Charles Leocha, founder of a passenger advocacy group, observed that airlines had been figuratively beating their own passengers down for some time. “Our expectations have been driven so low that passengers have begun to accept it. What they shouldn’t have to accept is being dragged off the flight to make way for an employee.”[5] Perhaps airline people working at airports and on aircraft have become too entitled with respect to power. Like the common man with drink, it has gone to their heads, forestalling virtually any accountability because the toxin has come to pervade the industry’s culture. I suspect that perspectival minutia from the daily tit-for-tats with complaining customers has enabled the squalid mentality. We need only recall the Stanford experiment in 1968 in which “prison guards” got carried away with their authority over the other students who were in the role of prisoners.
That the industry has gotten away with contracts that allow for even such excessive violence against a paid customer with a reserved seat suggests that the airlines have too much power over legislatures; doubtless this has been made possible by the sway inherent in campaign contributions. With the contract written in the airline’s favor at the expense of even paid customers and an aggressive security force at a manager’s beck and call, the public should indeed be alarmed and call for legislative reform penning in the airlines. Simply put, the companies and the managerial and other employees therein have amassed too much power. With great power over other people comes great responsibility—not an invitation to a power-trip under the subterfuge of service.

[2] Daniel Victor and Matt Stevens, “United Airlines Passenger Is Dragged from an Overbooked Flight,” The New York Times, April 10, 2017.
[3] Ibid.
[4] Joel Gunter, “United Airlines Incident: What Went Wrong?” BBC News, April 10, 2017.
[5] Ibid.

Saturday, March 18, 2017

A Religious Stockholder-Test for Wells Fargo: Confronting Mediocre Accountability

Orienting executive compensation to accountability is easier said than done. For example, it might be supposed that the cause of accountability was aptly served by John Stumpf’s forfeit of $41 million in unvested stock when he resigned under pressure as Wells Fargo’s CEO because of the bank’s systemic overzealousness in signing customers up for unwanted services. Unfortunately, he “realized pretax earnings of more than $83 million by exercising vested stock options, amassed over his 34 years at the bank, and receiving payouts on certain stock awards.”[1] In other words, the man who presided over unethical business practices at the expense of customers received double that which he was forfeiting. How can accountability have any meaning against $83 million? This figure connotes reward rather than punishment. Tim Sloan, who succeeded Stumpf as the bank’s CEO, received compensation in 2016 of $13, up from the $11 million in 2015. Interestingly, it may have been religion to the rescue.
 Where accountability is so lapsed concerning even such a sordid organizational culture as that of Wells Fargo, it is interesting that the Sisters of St. Francis of Philadelphia were taking an active role as stockholder activists. The sisters wanted the bankers to commit to “real, systemic change in culture, ethics, values, and financial sustainability,” according to Sister Nora Nash, who is the order’s director of corporate social responsibility.[2] With the secular business ethicists presumably on the sideline, an order of nuns had come out swinging. The nuns even had a proposal to be voted on at the 2017 shareholder meeting demanding a full accounting on the root causes of the bank’s fraudulent activity, and the steps being taken to prevent taking advantage of customers in the future. Given the bank’s own lack of accountability with respect to executive compensation, I’m not sure that an internal investigation even by the bank’s board could be trusted. To be sure, the bank had fired four senior executives—including the former chief risk officer of the bank’s retail banking division and two regional presidents—who had been accused of wrongdoing. Even so, changing a company’s culture—especially one as cut-throat as Wells Fargo’s—is difficult at best.
Perhaps what the bankers really needed were regular visits from the nuns volunteering their time to see that the bank’s wealth is rightly used. A manager from another major bank said at the time of the scandal that it was well-known in the industry that "when you go to work for Wells Fargo, you know you are selling your soul to the devil." Perhaps it is no accident that the stockholder activists would be nuns, for they doubtless have prayerful radar for that sort of thing. Getting the lost back to right use of wealth would be a step in the right direction, for right use is two degrees of separation from using wealth in ways that harm other people.
When profit-seeking and wealth began to be accepted by theologians in the context of the commercial revolution, the legitimacy was conditional on right use.[3] Aquinas’ allowance of moderate profit on trade, for instance, was predicated on the assumption that the profit would not be subsequently used to hurt people. Such a use would violate Jesus’ notion of self-giving neighbor love. Similarly, the theologians during the Italian Renaissance stressed the virtues of liberality and munificence in the use of wealth, as opposed to self-serving uses or even hoarding. From this standpoint, $83 million is difficult to justify.
So the nuns could have added a second proposal—one that would reduce executive compensation. Lest it be supposed that talent would flee or avoid the bank, consider what sort of “talent” $83 million had bought. Turning an organization based on the sin of usury—which is based on the taking advantage of others instead of helping them (the original purpose of lending!)—to right use would be right and proper religious activity for the sisters, as secular ethicists look on from the sidelines.

[1] Stacy Cowley, “Wells Fargo Leaders Reaped Lavish Pay Even as Account Scandal Unfolded,” The New York Times, March 16, 2017.
[2] Ibid.
[3] Skip Worden, God’s Gold (Seattle, WA: Amazon, 2016)

Friday, March 3, 2017

Uber Tricking Law Enforcement: An Unethical Corporate Culture Externalized

A company with a culture in which in-fighting andheavy-handed treatment of subordinates are not only tolerated, but also constitute the norm can have good financials. With operations in more than 70 countries and a valuation of close to $70 billion in 2017, Uber could be said to be a tough, but successful company. Yet the psychological boundary-problems that lie behind such an organizational culture can easily be projected externally to infect bilateral relations with stakeholders. In the case of Uber, those stakeholders include municipal law enforcement. Even more than as manifested within the company, the external foray demonstrates just how presumptuous “boundary issues” are. Such presumption can blind even upper-level managers to just how much their company has overstep. In reading this essay on Uber’s program to evade law enforcement, you may be struck by the sheer denial in the company.

“Uber has long flouted laws and regulations to gain an edge against entrenched transportation providers.”[1] This statement alone suggests a rather sordid mentality—a sense of entitlement. The evasion included “a worldwide program to deceive authorities in markets where its low-cost ride-hailing service was being resisted by law enforcement, or in some instances, had been outright banned.”[2] In particular, the company began using its Greyball (think “blackball”) app as early as 2014 as part of a broader program called VTOS “to identify and sidestep authorities in places where regulators said the company was breaking the law goes further in skirting ethical lines—and potentially legal ones, too.”[3] One method involved drawing a digital perimeter around city officials’ offices on a digital map of the city that Uber monitored. “The company watched which people frequently opened and closed the app . . . around that location, which signified that the user might be associated with city agencies.”[4] Another technique involved looking at the user’s credit card information and whether that card was tied directly to an institution such as a police credit-union. Uber would also search social media profiles. Once a user was tagged, fake digital cars would show up on the app used to hail a car.

In a statement, Uber states, “This program denies ride requests to users who are violating our terms of service—whether that’s people aiming to physically harm drivers, competitors looking to disrupt our operations, or opponents who collude with officials on secret ‘stings’ meant to entrap drivers.”[5] The stings were not meant to entrap drivers; instead, the aim was to catch Uber breaking the law. The company’s emphasis on “opponents” reflects the contentious atmosphere within the company rather than any actual collusion externally. In actuality, Uber’s program was designed to evade law enforcement. To an overreaching mentality, such enforcement is bound to be dismissed rather than accepted.

Put another way, a company that views local law enforcement in such terms (i.e., in collusion with opponents) and goes to such lengths in investigating and tricking city officials is not going to be very tolerant of employees who claim that using the Greyball app “to identify and sidestep authorities in places where regulators said the company was breaking the law” skirts “ethical lines—and potentially legal ones, too.”[6] In other words, the aggressive internal culture not only mirrors, but also protects the external ethical over-reaches. “Inside Uber, some [employees] who knew about the VTOS program and how the Greyball tool was being used were troubled by it.”[7] Yet they feared retaliation. The culture in which in-fighting and the heavy use of power have been the norm could not have been irrelevant in this regard. It is not surprising that some of those employees provided documents to The New York Times rather than trying to navigate through the sordid organizational culture. Hence we have a glimpse of how an unethical organizational culture characterized by aggression can be associated with the unethical treatment of stakeholders, which in turn can not bode well in terms of long-term financial performance.

[1] Mike Isaac, “How Uber Used Secret Greyball Tool to Deceive Authorities Worldwide,” The New York Times, March 3, 2017.
[2] Ibid.
[3] Ibid.
[4] Ibid.
[5] Ibid.
[6] Ibid.
[7] Ibid.

Tuesday, February 28, 2017

Biblically-Based Investment Funds: A Matter of Priorities

Is it biblical to say a Christian can serve both God and money? In the Gospels, Jesus speaks to this point directly; it is not possible. In early 2017, Inspire Investing established two new exchange-traded funds having a “biblically responsible” approach to investing—meaning that they would avoid buying shares in companies that have “any degree of participation in activities that do not align with biblical values.”[1] That such activities include even tolerance for gay employees raises the question of just how practical an evangelical investment strategy is after the U.S. Supreme Court made gay marriage legal in all of the 50 republics making up the U.S.

According to the New York Times at the end of February, 2017, 92% “of the Fortune 500 companies include ‘sexual orientation’ in their nondiscrimination policies and 82 percent include ‘gender identity.’”[2] Mark Synder of the Equality Federation pointed out that businesses “have been leading the fight for full equality over the last few years. L.G.B.T. people are part of the fabric of our nation.”[3] In short, the approach of the funds was “squarely at odds with that of nearly all of corporate America.”[4] Finding companies in which to invest in may not be so easy for the employees of the two funds. Put another way, the rate of return achieved may be compromised. Of course, an evangelical Christian would contend that compromise with sin is no virtue—certainly no Christian virtue.

Adding to the difficulties is the fact that not all evangelical Christians believe that discrimination is a biblical value, Snyder asserts. Of course, the very word discrimination is ideologically laden; it implies that the thing prohibited is salubrious rather than sordid in nature. Within evangelical Christianity, the tenet that sin explicitly listed in the Old Testament should not be supported or enabled is nothing short of an article of faith. Yet even here, that Jesus of the New Testament is silent on the matter of homosexuality may give even holders of that article some pause. At the very least, the question of priorities can be raised. Should not the funds avoid investing in companies that enable or contribute toward sins identified by Jesus? To put emphasis on a sin not mentioned by Jesus has the opportunity cost of the benefit foregone from focusing on sins that are important to Jesus in the Gospels.

In fact, that Jesus stood with the outcast might prompt an evangelical Christian to feel uncomfortable in taking on a marginalized group in society—especially the transsexuals. Yet Jesus tells the prostitute to sin no more, and gays today are not apt to view homosexuality as a sin and agree to abstain from sex. Gays would be on firmer ground in pointing out that Jesus preached love foremost—a sort of love not delimited to friends and family. Hence Jesus hangs out with the sinners, loving even the “unclean” rather than going after them or those who help them.

Hence the question: what would a biblical-oriented fund based on Jesus’s concept of love (i.e., agape) have as a metric? Companies in which people fight and insult each other, such as Uber, would presumably be off the list. So too would military contractors. But just as the traditional “sin” stocks involving tobacco, gambling, and alcohol would not necessarily be excluded, so too would the matter of a company’s HR policy on gays be of small import. In short, matching Jesus’s priorities in the Gospels would arguably be a sounder basis for a biblical-based Christian investment fund. In the end, the question is whether Christians truly understand Christ’s brand of love. I suspect that it is not as ideologically comfortable as the current practice indicates. I suspect that a truly Christian investment fund would not line up on one side of a general ideological division in society, for religion transcends ideology—otherwise faith reduces to self-idolatry.

[1] Liz Moyer, “Alongside Faith in Investing, Funds Offer Investment Rooted in Faith,” The New York Times, February 28, 2017.
[2] Ibid.
[3] Ibid.
[4] Ibid.