Sunday 26 August 2018

Conflicts of interest, alignment etc

Three sort of related thoughts that I have had recently, when thinking more about competing interests within the firm etc.

1. If there were really no tension between different interests (i.e. managers, workers, investors) then it should not matter who has control rights. For example, if we think that the "real" corporate governance problem is self-interested managers, then it should not matter if the monitoring/accountability solution is worker representation on boards and/or voting rights, or enhanced shareholder rights. 

I think actually a lot of ESG people do tacitly believe that there is a conflict of interest, even while they also remain convinced that shareholders can act as a sort of proxy for the public interest. I think this is why they get wobbly about workers on boards, but often don't clearly articulate why. But then if there IS a conflict of interest then we should really discuss why the UK corporate governance model prioritises the interests of one set of stakeholders (investors) over others.  

2. On a kind of related point, it struck me that most accounts of what is wrong with executive pay seem to have their preferred villains. If you are more to the Right (even if you don't know it), I suspect you're going to be more likely to see the problem as one of stupid public policy interventions and agency issues that can be tackling by market oversight (perhaps with a few digs at rem consultants). If you're on the Left you're more likely to see market oversight (and shareholder primacy) as flawed, and be more sympathetic to regulators and policymakers. 

Obviously I'm on the Left, and my biases shake out in the way above. But the more I've been thinking about it recently, the more surprised I am that none of us share the blame around much. I'll try writing about this in more depth in a few weeks.

3. Thinking about executive pay specifically, it struck me that while people talk about equity-based compensation for directors as achieving "alignment" with shareholders it actually really doesn't. Increasingly many mainstream corporate governance people argue for directors to have a substantial amount of their reward tied up in the company's equity, and for it to be held for a prolonged period.

But this is not what the shareholders that most directors interact with - asset managers - do themselves. We do not require portfolio managers to select one stock, put all their clients' assets into it, and hold it for 5 years. Rather asset managers diversify (arguably far too much) and they value liquidity. When there have been tentative attempts to propose or introduce "loyalty" mechanisms for shareholders, these have been opposed in principle and in practice, including by people within the ESG world.

I'm a huge skeptic about performance-related reward in any case, but this point specifically does make me wonder about shareholder primacy mission creep. Shareholders contribute little in practice to companies, yet they have control rights and expect managers of companies to take on a huge amount of firm-specific risk that they would not shoulder themselves. 

No comments: