Goldman Sachs: a tale of two Smiths

The passage of Goldman Sachs from pillar of the Wall Street establishment to great vampire squid, symbol of excess, greed and everything that’s wrong with the financial sector, is a case history for our times. What happened?

Ownership, topically, is part of the story. Until the 1990s, Goldman Sachs, founded in 1869, was, if not liked, universally admired for its acumen, its connections and the intellect of its people. Like McKinsey in consultancy, it was the stamp on the CV that every budding investment bankers wanted to have.

Until 1999, when it went public, Goldman Sachs had been a partnership. Now, like any other ownership form, partnerships have advantages and disadvantages. The ‘disadvantages’ are conservatism and limited access to capital (oh, wait…). The advantage, as Evening Standard city editor Tony Hilton told a Foundation forum recently, is that in a partnership, with unlimited liability, there is strong peer pressure to maintain ethical and other standards. As Adam Smith put it more than two centuries ago in a dig at joint-stock companies, ‘The directors of such companies…, being the managers rather of other people’s money than of their own, it cannot well be expected, that they should watch over it with the same anxious vigilance with which the partners in a private copartnery frequently watch over their own…. Negligence and profusion, therefore, must always prevail, more or less in the management of the affairs of such a company.’ True to form, ‘anxious vigilance’, whether about money, clients or reputation, was conspicuously less after Goldman went public. The extent of the ‘negligence and profusion’, meanwhile, came into full view in another Smith’s celebrated retirement op-ed in The New York Times.

A similar erosion of standards can be seen in other professions that have travelled the same path. Contrast the law and accountancy. Legal firms, largely still partnerships, have mostly retained their professional ethos and reputation. The big accountants, on the other hand, abandoned the partnership form in the 1970s, since when, says Hilton bluntly, they ‘have become charlatans. It’s a classic story: ‘what’s the profit and what would you like it to be’, and no one believes accountants are of any value at all any more. Those who do might ask why they all gave the banks a clean bill of health in 2007 and none of them spotted the crash – or they all did but looked the other way.’

The other thing that happened in 1999 was the repeal of the Glass-Steagall Act which had separated commercial from investment banking. In the giant new entities that were created, it was increasingly the securities and trading side that made the money and who naturally came to dominate a culture that instead of relationships and serving real-world customers with boring things like investment and raising capital was now all about transactions and deals. The extreme case was the sub-prime mortgage debacle (and its subsequent mirror image, the so-called robo-closures crisis), where there was no direct interaction with customers at all. That culture generated huge pecuniary interests for individuals to do whatever it took to make short-term returns for shareholders whose interests were served by volatility and above all towering leverage.

What’s more, and crucially, the banks’ dominant customers were now, just like them, part of the same superextractive culture. This explains two otherwise puzzling aspects of the story: why Goldman Sachs had so few qualms about the strategy of selling toxic assets to customers and then shorting them in the first place, and why those who bought them have been so muted in their criticism. Customers have conspicuously not deserted in droves, and in the fracas over Greg Smith’s New York Times article, executives of other banks have sympathised with rather than excoriated Goldman. This is not surprising, because none of them were surprised: as a wealth of material about Lehman and other failures makes clear, they were all at it, trying to milk customers and suppliers for everything they had. It wasn’t that Goldman sold them dodgy products – they were doing that too – what riled them (and even caused some sneaking admiration) was that it was smarter at it than they were. Interestingly, this is already in the hands of some commentators becoming a defence of the status quo: as a colleague points out, Goldman Sachs’ PR advisers will be rubbing their hands at articles in the FT and elsewhere saying, in effect, wise up, that’s business, what’s the fuss? Anecdotes tell of applications for jobs at the bank going up rather than down in the wake of the article.

The fuss is of course, that what happened at Goldman Sachs also happened at Lehman Brothers and all the other investment banks; and the cumulative result was the catastrophe of 2008, with whose aftermath we are still struggling today. The process and its inevitable outcome are laid out in masterly fashion by Andrew Haldane, the Bank of England’s director for financial stability, in an important article in The London Review of Books. In the 19th century, he writes, ‘managers monitored shareholders who monitored managers; in the 21st, managers egged on shareholders who egged on managers’ – and, he might have added, accountants subject to exactly the same vicious incentives did nothing to raise the alarm or do anything else to prevent the disaster happening.

Four years on, the culture hasn’t changed. As Geraint Anderson, author of Square-Mile exposé ‘Cityboy’, put it bluntly on the Today programme recently, the City is still ‘a get-rich-quick scheme for clever, ruthless, greedy people’. The banks are still too big, and still in the de facto control of the unholy alliance of top managers and short-term shareholders who alone have benefited from bank developments of the last 15 years. It’s time to ask the obvious question. Are the explosive risks and incentives generated by today’s flawed PLC model compatible with society’s long-term requirements of its banking infrastructure? The answer, at least in the US and UK, is clearly no. Shareholders, and shareholder-managers, who have shown they are unwilling or unable to exercise the necessary ‘anxious vigilance’ over a sector that has the capacity to blow up the world, have exposed for that world to see the hollowness of their pretensions to ‘ownership’. They no longer deserve the extraordinary and taken-for-granted privilege of limited liability. Goldman Sachs, and other institutions like it, should return – or be returned – to the partnership form that places the risks and rewards back where they belong.

Missing the point

There’s so much missing the point going on at the moment that it’s hard to know where to start unpicking.

Take the privatisation of large chunks of the police service uncovered last week in The Guardian. In brief, a £1.5bn contract for Surrey and West Midlands is up for grabs by the private sector, covering such upfront functions as ‘investigating crimes, detaining suspects, developing cases, responding to and investigating incidents, supporting victims and witnesses, managing high-risk individuals, patrolling neighbourhoods, managing intelligence, managing engagement with the public …’

The same paper’s John Harris teased out the troubling political aspects in a subsequent opinion piece – in particular the creation of a shadow private state that has steadily usurped vast tracts of the public sector. But that’s not the whole picture. As well as sinister and troubling, the initiative also fits Einstein’s definition, recently and understandably much quoted, of insanity: doing the same thing over and over and expecting different results.

Privatisation in this context means outsourcing to cut costs. As Sir Ian Blair, previously Met commissioner, obligingly wrote, also in The Guardian, the aim is to allow police forces to ‘modernise their budgets in the way any other institution would do, namely by reducing unit costs’. But approaching the issue through unit costs and outsourcing is as worrying as any of the political considerations. It is based, says Vanguard Consulting’s Richard Davis, on two false premises: first, that unit costs tell you anything useful about the real cost of policing; and second, that privatisation and competition saves money. On the contrary. You might just as well hand over sacks of the police budget to burglars.

To outsource services, tasks have to be simplified and standardised so that they can be carried out by cheaper, less skilled labour, often following instructions from a computer script. This may reduce unit costs (cost per phone call, arrest, court attendance, whatever). But that’s a red herring. The costs that count are end to end, from the first call-out to the disposal of the case in the courts. The act of simplifying and standardising severs the relationship between the police and the individual and turns the interaction into a commodified transaction (often literally: ‘press 1 for this, 2 for the other’). If you reduce people to a few broad categories, you can’t respond accurately to the variety of demand. There’ll be mistakes and miscategorisations as people try to fit themselves into the artificial boxes. So they’ll call again – and again – until, many interactions later, the demand is met, or frequently ‘closed’, at which point the dreary cycle starts all over again. More call centres will be built and agents hired to deal with the additional demand. In this way, more interactions leverage costs up enormously more than lower unit costs bring them down.

Privatisation via outsourcing spectacularly misses the point. What matters is not ownership but method. Not only does the private sector not have a monopoly of good method – it has a vested interest in selling the bad. And just as outsourcing/privatisation to lower costs of transactions often misses the point for firms, so it does also for the economy. Bob Bischof, chief economic adviser to German Industry UK, notes that for a number of reasons, not least the desire to retain jobs, German firms have on the whole not succumbed to the outsourcing frenzy. Instead of simplifying and standardising, German companies have learned to manage complexity – which in turn has enabled the country to maintain a highly sophisticated, integrated manufacturing sector and in consequence retain a balanced economy and avoid the damaging inequality which so disfigures the UK and US. By contrast, progressive outsourcing has left a hollowed-out UK shorn of almost any enterprise that requires complex joined-up thought: a flim-flam economy based on the City, the ‘creative’ industries, advertising and consultancy – in a word, bullshit. As Davis notes: ‘In 10 years time, what will real policemen be doing? What will there be left for them to do?’

The second heroic point-missing of the week is a report by the National Audit Office on the shared-services programme across government departments initiated by the Gershon efficiency review in 2004. The NAO findings are stark. It’s an anit-cost-saving programme. Five centres have cost £1.4bn to build and operate so far instead of £0.9bn – an overrun of more than 50 per cent. Only one centre has broken even, and planned savings of £159m have not materialised. The centres are not value for money, the NAO says – moreover, ‘the benefits of shared service centres are not clearly demonstrated’.

Well, I never. In fact, there is no evidence anywhere that shared services deliver real savings, and plenty that they don’t, and for exactly the reason outlined above: the promise of shared services is that they reduce the cost of transactions – yet any gains from lower unit costs are dwarfed by the costs of fragmenting workflows, making it more difficult for people to get the service they need, and thereby multiplying failure demand.

The coalition came to power on the promise of doing things differently. But as these examples show, in practice it’s the opposite, with much more – Universal Credit, for example – on the way. How many more trillions need to be wasted before ministers accept what the evidence and common sense is spelling out for them? There are no economies of scale in services, only economies of flow: joining the pieces up, not splitting them apart, to solve people’s problems in the minimum amount of time. Shared services, and most current variants on the outsourcing theme, don’t work not because people are doing them badly – as the NAO scolds in its recommendations – but because they’re the wrong thing to do. It’s a perfect Einstein moment, on a truly national scale.

Does management work?

It’s a good question. It certainly ‘works’ (although that might not be the right word) on the downside: look no further than the banking meltdown and its ghastly aftermath – a man- or management-made disaster which has affected not just the financial companies involved but practically every person in the developed economies. But what about the positive side – something to justify those enormous CEO and top management salaries?

Here’s what economist Chris Dillow thinks. ‘To a large extent, the value of firms is beyond the control of CEOs’, he wrote in a recent blog (on Hester’s bonus). ‘“Management“ functions rather like witchcraft. It’s a set of rituals which are wrongly supposed to have effects on the outside world. When, by happy chance, those effects materialise, the witchdoctor takes credit. And when they don’t he blames external malevolent forces – if not the debt crisis then the “challenging economic environment”, “fragile consumer confidence“ or (more feebly) “operational issues.”’

Overcynical? It rang some bells. Mickelthwait and Wooldridge’s book on management consultants was called ‘Witchdoctors’. Then I looked up a 2002 Harvard Business Review article by Rakesh Khurana, now dean of Harvard Business School, called ‘The Curse of the Superstar CEO’. Sure enough, in it he notes a belief in the powers of ‘charismatic’ (literally, in possession of gifts of the Holy Spirit) corporate leaders that borders on the ‘quasi-religious’, based on very little in the way of real evidence linking leadership to organisational performance. A CEO’s ability to affect performance is hemmed in by all sorts of internal and external constraints – laws and regulation, convention, the state of the industry and the economy, infrastructure, the organisation’s own history are just some of the things a CEO can’t easily change (no wonder Deming ascribed 90 per cent or more of performance to the system). Most academic studies, Khurana notes, suggest that 30 to 45 per cent of firm performance is attributable to industry effects and another 10 to 20 per cent to changes in the economy. Meanwhile, according to shareholder activist Nell Minow, fully 70 per cent of stock market gains are due to movements in the market as a whole rather than company performance. The best we can say, then, is that a CEO’s ability to affect the multiple and interrelated factors in corporate performance is greatly overexaggerated. In fact, what is generally called ‘success’ might be more accurately characterised as the ability to be in the right place at the right time. As a GE executive noted drily of Jack Welch: ‘Jack did a good job, but everyone seems to forget that the company had been around for 100 years before he ever took the job, and he had 70,000 other people to help him.’

The paradox is that management may matter a lot more lower down the food chain. Hardly controversially, evidence suggests that an engaged and happy workforce tends to perform better than one that is oppressed and bored. Engagement is the by-product of management that systematically gives people a good job to do and then works to make it easier for them to do it.

As such, the chief factor in engagement is your immediate boss. As Julian Birkinshaw and others write in their paper ‘Employee-centred management, ‘a high-quality manager is the single biggest factor that determines whether you, as an employee, are engaged and happy in the workplace.’ So the fact that levels of engagement are in general appalling (around 20 per cent in the US and the UK) is squarely a management failure – and a failure whose tone is set at the top, since internal climate and work design are things that the CEO can influence.

We can spread it a bit wider. As Birkinshaw goes on to note in the same pamphlet, most large organisations still use a set of management principles that evolved more than a century ago to manage the early railroads and the manufacture of the Model T Ford – bureaucratic coordination, hierarchical control, extrinsic motivation and objective-setting by alignment. These principles worked, up to a point, when efficient replication was the name of the job but are now as obsolete, in every respect, as the products of the period. This, by the way, gives the lie to the earnestly promulgated idea that management is getting more difficult: of course gets harder if you’re resolutely doing the wrong thing. Acting like this bears some resemblance to John Locke’s description of a madman: ‘reasoning correctly from erroneous principles’ – a kind of Enlightenment version of the witchdoctor thesis.

And then we come to pay – which turns out to be the subject of the cloudiest, mistiest, most magical thinking of all. If management is the ritual, pay is the tribute that companies offer up to the gods in return for their favours. But no matter how tempting the offerings companies put forward as they vie with each other for attention from on high, it is often in vain. Alas, there is no reliable evidence linking CEO pay with company performance. In fact the inequalities that always accompany very high CEO pay tend to undermine engagement and thus sap performance. Some incentives, such as ‘guaranteed bonuses’, turn out to be the opposite – anti-incentives. And however generous the sacrifice, there is no guarantee that it will avert disaster. Jeff Skilling at Enron and WorldCom’s Bernie Ebbers are just the two most obvious examples. To quote the sage of Omaha, Warren Buffett, ‘With few exceptions, when a manager with a reputation for brilliance tackles a business with a reputation for poor fundamental economics, it is the reputation of the business that remains intact.’ To return to the thesis, let Deming have the last word. ‘Reward for performance,’ he said, ‘may be the same as reward for the weather man for pleasant weather.’ I think the ayes have it.

How Apple blossomed

Whether out of awe for the achievement (which almost justifies the phrase ‘insanely great’), or the reverse, dislike for the obnoxious aspects of the personage (likewise), reviewers of Walter Isaacson’s masterful warts-and-all biography of Steve Jobs have failed to pick up on a rich vein of dark comedy that runs through it.

One strand, the three-decade-long ego joust betweenJobs and Microsoft’s Bill Gates, just asks to be made into a Tom-and-Jerry type animated story (by Pixar, naturally) in which every seven or eight years an abrupt new sideways leap by his rival leaves a baffled and apoplectic Gates trailing in Apple’s wake. Jobs ‘doesn’t know anything about engineering and 99 per cent of what he says and thinks is wrong,’ Gates yells at then Apple CEO Gil Amelio when the latter brings Jobs back into the fold by buying his start-up, NeXT, in 1997. ‘Why the hell are you buying that garbage?’ Similar incredulity and denial greets every strategic shift and product announcement: the move from IBM to Intel chips, the launch of the iMac, then the iPod and iTunes Store, which wrong-foots Microsoft yet again. Redmond carps that the iPhone is too expensive and doesn’t have a keyboard (exactly), and the iPad will be sidelined by devices with a stylus and camera. In the end, of course, Jerry outdoes Tom even for size and money. Jobs reflects: ‘The older I get, the more I see how much motivations matter. The Zune [Microsoft’s music player] was crappy because the people at Microsoft don’t love music and art the way we do… If you don’t love something, you’re not going to go the extra mile, work the extra weekend, challenge the status quo as much.’

One of the profoundest things he said, that quote channels the higher-level comedy of which the rivalry with Gates is a knockabout subset. Redmond isn’t the only thing Apple made a monkey of. In the course of its journey to most valuable firm in the world it cocked a snook at every nostrum of the conventional management playbook (one reason, of course, why its actions were so difficult for others to anticipate). From corporate governance down, Jobs made up his own rules. ‘Jobs did not cede any real power to his board’, Isaacson notes; one of the conditions of his return to Apple was replacing most of the existing directors with his own appointees. He kept them in the dark about his illness. Sometimes his disregard for the normal rules got him into trouble, as in the options backdating affair of 2006 – but even then it served to underline the fact that options are a black joke at the best of times; his sheer disregard got him off the hook. Shareholders he simply ignored.

As Isaacson shows, Jobs cared about customers, though. ‘We made the iPod for ourselves, and when you’re doing something for yourself, or your best friend or family, you don’t cheese out,’ he said. From this unsparing product focus, everything else flowed – whatever the textbook might say. Against all advice, Apple insisted on making both hardware and software, because seamless integration made for a product that was better, sexier, easier to use. Jobs wouldn’t licence the Mac OS and killed off the Mac clones, again in the face of dire warnings, for the same reason. The desire to show off the product in the best possible light led to the Apple stores. Everyone warned that it was a vanity project; in fact the Apple stores, manned by Apple freaks who are on salary, not commission, are the most profitable retail real estate per square foot on the planet. Apple is a relationship company – and retail the fourth industry, after computers, music and phones, that Apple has stood on its head.

The obsession with product even determined the company’s structure, with profound consequences. Because Jobs wanted integrated products, he ran a company that was integrated, too. Determined that techies would work with artists, production with design and marketing, he ran his teams as one company with one bottom line. Sony, on the other hand, was organised in divisions, each with their own P&L. Having all the elements, including content, under one roof, Sony was ideally placed to do the iTunes Stores – but it could never get its divisions to work together to do it. The implacable product focus was his best weapon in negotiations, too. It meant that he always knew when to fold and when to push, a talent that served him well not just in the tense arguments over the iTunes Store but also in the sale of Pixar to Disney, in effect a reverse takeover. Finally, Jobs intuitively understood that if he got the product right and established a relationship with the customer, the money would take care of itself, which it duly did – Apple’s culminating paradox is that it became the richest company in the world by caring about everything except money.

It’s hard to overstate how unlike the normal businessman Jobs was. ‘Vegetarianism and Zen Buddhism, meditation and spirituality, acid and rock – Jobs rolled together, in an amped up way, the multiple impulses that were hallmarks of the enlightenment-seeking campus subculture,’ sums up Isaacson. Whether conscious or not, not being a businessmen was one of Jobs’ greatest strengths, allowing him to entertain preposterous yet insanely profitable ideas that more sensible people would have dismissed out of hand. The trouble with Gates, Jobs once opined, was that he had never loosened up: ‘he would have been ‘a broader guy if he had dropped acid once or gone off to an ashram whn he was younger’.

I said it was a dark comedy. In only one respect did Jobs’ belief in his own rightness let him down, but it was a crucial one. A lifelong dieter, Jobs was a vegan and sometime frutarian who in his youth held the whacky (and, as co-workers testified, completely false) belief that a strict enough diet absolved him from the need to wash. More damagingly, in 2003 he dismayed his family by delaying an operation for pancreatic cancer in the hope that diets and other New Age remedies could stave off the inevitable. Alas, in the grim reaper he had picked one of a very few entities that was immune to his notorious reality distortion field. As to who gets the last laugh, it’s too early to tell. Jobs wanted his legacy to be ‘an enduring company where people were motivated to make great products’ (his thoughts on this subject are perhaps the two most moving pages in the book). He left it many advantages, including the App Store, through which Apple keeps its cherished close integration yet opens its devices up for personalisation, and its very difference. But as this brilliant, clear-eyed account makes clear, Steve Jobs will indeed be a hard act to follow.

The myth of shareholder ownership

The reason the pay debate goes nowhere is that it is predicated on the most stubborn and damaging myth in business: that shareholders own companies.

Once and for all: they don’t. According to two law professors writing in that revolutionary organ, Harvard Business Review, ‘the law provides a surprisingly clear answer: Shareholders do not own the corporation, which is an autonomous legal person.’ Directors’ fiduciary duty is to the company, not shareholders. Shareholders own shares, which give them rights to residual cash flows and to vote on resolutions and board elections at the AGM. They have no ownership of the company’s assets, which are owned by the company. They don’t even have an unqualified right to dividends–the most valuable company in the world, Apple, rich enough to buy the eurozone, has never paid a dividend in its life. Shareholders, says Charles Handy, our most eminent business philosopher, no more own companies than a punter on the 2.30 at Tadcaster owns the nag he is betting on.

This is not just a semantic difference. Although you’d never guess it from the acres of writing on the subject, high pay isn’t an aberration of the system but its predictable outcome–the logical creation of governance arrangements that assume that shareholders are the boss and it is the manager’s job to do their bidding.

Where did the myth come from? For once it is possible to pinpoint the source with some accuracy. Flashback to the end of the 1970s, when a growing feeling that shareholders were being short-changed by corporate managers who had grown fat and lazy in the long post-war boom was crystallised by Michael Jensen and William Meckling in a paper that despite its less than pulse-quickening title, ‘Theory of the Firm: Managerial Behaviour, Agency Costs and Ownership Structure’, remains the most quoted ever in the economic literature.

The authors cast managerial underperformance as a ‘principal-agent problem’. In their construct, shareholders are the firm’s ‘principals’ who hire managers to run the company on their behalf. The ‘agency problem’ arises because if they can get away with it managers will (like everyone else) put their own interests first. In other words, the incentives are misaligned. Ergo, the argument runs, the way to get managers to do their job is to realign the incentives by giving them significant amounts of stock-based compensation, turning executives into shareholders too.

There is one glaring snag in the theory. In law, directors and managers aren’t employed by shareholders at all but by the company as ‘autonomous legal person’. But that doesn’t square with the new (and wholly ideological) assertion that the company’s sole purpose is to maximise shareholder value. That can only be the case if shareholders actually own the company. To sidestep this inconvenient fact, the authors simply dismiss the company’s autonomous status as ‘legal fiction’–a ‘simple falsehood’, points out Gordon Pearson in his careful study, The Road to Cooperation, on which is based the entire edifice of governance that has stood ever since.

Ironically, Jensen and Meckling’s pro-shareholder remedies were eagerly seized on managers who correctly spotted in them a bonanza-in-the-making that would make their previous pickings look like small change. The theory expected them to be greedy; they complied in full, demanding ever greater incentives for their alignment in a perfect example of the self-fulfilling prophecy.

The full accounting for the era of ‘shareholder primacy’ has yet to be done. But we do know that, as Roger Martin has shown, shareholders have paradoxically done less well since the 1980s than in the previous 30 years when managers were supposedly feathering their own nests. A little reflection shows why. Doing exactly what the incentives told them to, a new breed of imperial CEOs used every means in their considerable power to jack up the share price (and thus their own salaries) in the short term. They bought back their own shares, did deals and financially reengineered their companies. They also cut spending on research (so innovation stalled), slashed the workforce and dumped pensions. The sufferer was the company, the true principal, looted by an unholy alliance of insider-managers, both corporate and financial, who hijacked the spoils. The effect of the Jensen/Meckling model has been the exact reverse of what was intended.

Now we can see why halting the CEO pay up escalator is impossible without disposing of the ownership myth. Present-day governance based on it is a recipe for increasing CEO pay whatever their performance. Calls to cut or even abolish bonuses are irrelevant, since boards will simply transfer the ‘incentive’ to another kind of pay. It’s the legally erroneous and counterproductive incentive to maximise returns to shareholders that’s the issue, making CEO pay rises not just, in J K Galbraith’s words, ‘a warm personal gesture from the individual to himself’ but one that is justified by the official version of how the company functions.

Once the ownership issue is resolved, everything else falls into place. When it is recognised–and the 2006 Companies Act could hardly be clearer–that directors’ duty is not to shareholders but to ‘promote the success of the company for the benefit of its members as a whole, and in so doing have regard for… the long term’, then long-neglected issues of internal fairness and morality come bursting in from the cold, bringing an icy blast of reality with them. For example, Peter Drucker told Forbes magazine back in 1997 that top pay of more than 20 times the average hourly wage could only damage company morale. Few top executives, he added, ‘can even imagine the hatred, contempt, and even fury that has been created – not primarily among blue-collar workers who never had an exalted opinion of the “bosses” – but among their middle management and professional people.’

Since then that multiple has soared to 145 times, and much more in the US. That is the reason for the ‘hatred, contempt and fury’ that has spilled into the open these last few days and so surprised RBS’s Hampton and Hester. One excellent reason for putting employee representatives on remuneration committees is to make sure they won’t forget it again.

In a recent article the FT’s Martin Wolf observed that the chief failing of that ‘brilliant social invention’, the limited liability company, was that ‘it is not effectively owned. This makes it vulnerable to looting’. Exactly. He confessed that he was unable to come up with a remedy. But the answer is staring us in the face. Ownership is a red herring. Instead of trying to make it work, all we have to do is amend the governance codes to reflect the reality incorporated in the 2006 Companies Act rather than the myth generated by a 1976 article in the Journal of Financial Economics–the company is the principal, not shareholders.

Well, do something

On Thursday Ed Milliband wrote about capitalism in the FT, and Dave and Boris gave speeches about it. FT deputy editor Philip Stephens penned a thoughtful piece on the morphing of financial crisis into a global political one as politicians flunk the challenge of thorough-going financial reform; Lex noted laconically that over the last decade Goldman Sachs, that day announcing a 58 per cent fall in earnings, had paid employees twice what it had made in net profits (doubling their amounts in the process). Meanwhile, The Guardian’s Zoe Williams wrote about supermarket profits (and therefore top pay) being indirectly subsidised by state benefits to cashiers and shelf-stackers to supplement poverty wages. Murdoch paid out hundreds of thousands of £to settle 18 phone-hacking cases. And Kodak filed for protection from bankruptcy.

Just another day in the life of post-crunch capitalism. It’s all here: the out-of-control pay, the toxic imbrication of politics and business, the overweening overconfidence and fallibility of top bosses, the headlong march of globalisation – and the infuriating inability of politicians to see to the nub of the issue.

As the FT’s Stephens notes, all ‘the talk of “responsible” capitalism, of rebalancing economies and constraining the rewards of the super-rich, falls short of anything resembling a grand plan. The ambition is to make do and mend.’ None of the parties has a clue about the symbiotic relationship between markets and organisations, which means that they have little useful to say about the public and private sectors either. Ironically, Labour has been the worst custodian the public sector ever had, imposing on it the crudest kind of private-sector performance management, while Cameron’s claim that only Conservatives – ‘those who get the free market’ – are equipped to make capitalism fairer is just risible. As in domesticating the the feral rich by appointing a previous Murdoch editor as press secretary, Dave?

From robber barons to Tea Party, capitalists have always been capitalism’s worst enemy, which has relied on contrarians, humanists, trade unions and others to soften the most abrasive edges and prevent itself from auto-destructing. They are still getting it wrong. As John Kay acutely observed in the same week, we constantly overestimate the advantages, and longevity, of large companies, and the merits of scale and centralisation generally. The big question now is whether not just the banks but any number of other global industries have become just too big either to fail or to be reined in. Having increasingly turned ‘political decisions over to the highest bidding lobby [and allowed] big money to bypass regulatory control’ (Harvard’s Jeffrey Sachs, in another telling piece in the FT last week), does the polity retain the wit or will to act on these insights, firstly to prohibit any further industry concentration and second, preferably, to start breaking existing ones up?

Attempts to deal with the other manifestations of capitalism are equally namby-pamby. Yet the outlines of a new settlement are perfectly clear. Corporate governance needs wholesale reform. As Tony Hilton pointed out in a brutally logical piece in the Evening Standard, executive pay is now so complex that no one can understand or properly compare it. So amend governance codes to make flat rates of pay – no bonuses or side deals – a norm with which companies are obliged to comply or explain why not. Of course the workforce should be represented on remuneration committees. People who work for a company have far more at stake than most shareholders, who are no more ‘owners’ of, or even investors in, firms than racecourse punters are owners of the horses they bet on. The average holding time for a US equity is 22 seconds, according to SocGen; 70 per cent of UK equities are held abroad or by short-term traders. The secondary market provides no extra capital for companies. To expect the majority of shareholders to give a toss about executive pay a) is as pointless as pushing on string, and b) there’s no justification for it anyway.

The other necessary element of governance reform is equally evident. It is stated unequivocally in Roger Martin’s important ‘Fixing the Game’, which shows how an ideological fixation on shareholder value has, paradoxically, ‘reduced shareholder value, created misplaced and ill-advised incentives, generated inauthenticity in our executives, and introduced parasitic market players. The moral authority of business diminishes with each passing year, as customers, employees, and average citizens grow increasingly appalled by the behavior of business and the seeming greed of its leaders. At the same time, the period between market meltdowns is shrinking.’

As Martin points out, giving executives stock options is tantamount to encouraging sportsmen to punt big on the result of the game they’re playing in. The incentive to use any means to get a result (in the case lever the stock price upwards) is irresistible – that’s what CEOs are supposed to do. The only way to kick the habit is to destroy the expectations market by outlawing stock options and prohibiting earning guidance to the City and Wall Street. And, by the way, ban pension funds and public investment vehicles from investing in hedge funds whose fees aren’t adjustable downwards when they fail to deliver the promised rewards (lastest calculations are that over the last decade hedge funds consumed all the returns they created).

Break up the oligopolies (making barriers to entry, and therefore eventually profits, much lower); alter corporate governance to dethrone shareholders and prevent companies being looted by managers in cahoots with short-term traders (thus benefiting shareholders in the long run); ban CEOs betting on games whose outcomes they can easily manipulate. These are the minimum actions needed to bring capitalism back under control and return it to its proper role – servant, not master.