The Director's & Officer's Guide to Advisory Boards

By Robert K. Mueller | Go to book overview

I doubt that management or directors can or should have to act as fiduciary to stakeholders in the real business world. Stakeholder capitalism as a rising power of ethics and accountability in corporate affairs is a seductive goal for those who are not in responsible charge of operating corporations. Moreover, it confuses legal accountability and the power of boards of directors to pursue economic goals with the power to pursue the broader public good.

The dismantling of corporations in the name of shareholder value-- junkyard capitalism--can abuse the corporate system if only short- term economic interests are recognized. Managerial capitalism can be enriched by prudent consideration of realistic and practical stakeholder interests. However, the notion that legal or regulatory mandating of managers in responsible charge of economic-driven organizations must act in the interests of all stakeholders does not make practical sense for the long term.

I believe that the answer involves a change in attitude on the part of corporate boards of directors, management, and would-be corporate strategists. Together they can effectively consider and manage almost all stakeholder issues. This requires becoming more conscious of the ethical and moral dimensions of stakeholder interests and voluntarily mapping out plans to ease any adverse impacts which a corporate action initiates. Perhaps recognition of a basic teaching of Buddhism applies--the philosophy of interdependence. If something happens, then someone else is affected. Everything is linked and must be recognized. 12

The role of the board of directors deals responsibly with the inevitable stakeholder conflicts to minimize negative impacts. R. Edward Freeman of the Colgate Darden Graduate School of Business Administration said it correctly: "Ultimately, the stakeholder issue must be resolved in the arena of distributive justice."13 The sledding is rough, but the questions cannot be avoided. Advisory boards can, indeed, offer valuable perspectives that may not emanate from within a corporation or its subsidiaries and their respective local management and directors.


NOTES
1.
Yves Doz, "Multinational Integration and Host Government Policies," in Strategic Management in Multinational Companies ( Oxford, England: Pergamon Press, 1986), pp. 35-36.
2.
Bayless Manning, "Thinking Straight About Corporate Law Reform," in Corporations at the Crossroads: Governance and Reform, ed. Deborah A. DeMott ( New York: McGraw-Hill Book Company, 1980), pp. 11, 13.
3.
James C. Baughman, Trustees, Trusteeship, and the Public Good ( Westport, Conn.: Quorum Books, 1988).

-170-

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