Management. Inventing and Delivering Its Future

Management
This page intentionally left blank

The MIT Sloan School of Management: 50th Anniversary
Management
Inventing and Delivering

Its Future
Edited by
Thomas A. Kochan and
Richard L. Schmalensee
The MIT Press

Cambridge, Massachusetts
London, England
2003 Massachusetts Institute of Technology
All rights reserved. No part of this book may be reproduced in any form by any elec-
tronic or mechanical means (including photocopying, recording, or information storage
and retrieval) without permission in writing from the publisher.
This book was set in Palatino by SNP Best-set Typesetter Ltd., Hong Kong.
Printed and bound in the United States of America.
Library of Congress Cataloging-in-Publication Data
Management : inventing and delivering its future / edited by Thomas A. Kochan and
Richard L. Schmalensee.
p. com.
MIT Sloan School of Management: 50th anniversary.
Includes bibliographical references and index.
ISBN 0-262-11282-5 (hc. : alk. paper)
1. Management. 2. Organizational change. 3. Corporate governance.
4. Personnel management. 5. Human capital. 6. Technological innovations
Management. I. Kochan, Thomas A. II. Schmalensee, Richard. III. Sloan
School of Management.
HD31.M2928 2003
658dc21 2003044503
Contents
Foreword ix
Charles M. Vest
Preface xi
Alex dArbeloff
Acknowledgments xiii
1 Introduction 1
Richard L. Schmalensee and Thomas A. Kochan
2 Challenges and Responsibilities 15

2.1 Corporate Citizenship in a Global Society 17
Kofi Annan
2.2 Restoring Trust: Corporate Responsibility and the CEO 25

Carly Fiorina
3 Globalization 37
3.1 The Promise and Perils of Globalization:
The Case of Nike 39
Richard M. Locke
3.2 Case Discussion: Questions and Answers from Alumni 71
4 Human Capital and Twenty-First-Century Organizations 75

4.1 Navigating the Future: The Networked Organization
Phil Condit 77
vi Contents
4.2 Beyond McGregors Theory Y: Human Capital and

Knowledge-Based Work in the Twenty-First-Century
Organization 85
Thomas A. Kochan, Wanda Orlikowski,
and Joel Cutcher-Gershenfeld
4.3 Panel Discussion: Meg OLeary, James Goodnight,

and Peter Senge 115
5 Marketing 121
5.1 Innovation and the Constancy of Change 123
Rick Wagoner
5.2 Consumer Power and the Internet 127

David Gagnon, Susan Lee, Fernando Ramirez,
Siva Ravikumar, Jessica Santiago, and Telmo Valido,
under the direction of Professor Glen Urban
5.3 Panel Discussion: Vince Barabba, Jeff Katz,

and Melanie Kittrell 161
6 Governance 165
6.1 Corporate Governance 167
Stewart C. Myers
6.2 European Corporate Governance: A Changing

Landscape? 171
Giovanni Carriere, Andrew Cowen, Jos Antonio Marco,
Donald Monson, Federica Pievani, and Tienko Rasker
6.3 Financial Reform and Corporate Governance

in China 213
Erika Leung, Lily Liu, Lu Shen, Kevin Taback,
and Leo Wang
6.4 Panel Discussion: Rolf Breuer and Victor Fung 251

Contents vii
7 Technology 257
7.1 The Next Technological Revolution: Predicting the
Technical Future and Its Impact on Firms, Organizations,
and Ourselves 259
Ellen Brockley, Amber Cai, Rebecca Henderson,
Emanuele Picciola, and Jimmy Zhang
7.2 Panel Discussion: Robert Brown, Rodney Brooks, Rebecca

Henderson, Linda Griffith, and Susan Lindquist 287
Postscript: Moving Forward 291

Contributors 293
Index 295
Foreword
The 50th anniversary of the MIT Sloan School of Management offers

an auspicious moment to look to the past with pride and to the future
with boldness and confidence. It also is a moment to celebrate the deep
and important synergies of the Sloan School and the other elements
that comprise MIT.
The beginning of management education at MIT predates 1952,
when the Sloan School opened its doors as the School of Industrial
Management. Its roots reach much further back in time. MITs first cur-
riculum in 1865 included subjects that todays MBAs would find famil-
iareconomics and statistics, principles of industrial development,
business law, taxation, and banking.
As the industrial world developed in the early 1900s, the concept
of providing business training in the academic environment gained
popularity. So did the demand for these courses, prompting MIT
to create Course XVEngineering Administrationin 1914. For
the next three decades, the relevance and demand for programs
in management only continued to grow. And in 1952, the MIT Sloan
School was born.
The concept of the school was the idea of MIT alumnus and inno-
vator Alfred P. Sloan, Jr., Class of 1895the man credited with the
invention of the modern corporation. Mr. Sloan sought to solve the
complex problems of modern industry through the sort of rigorous
research that MIT has always been about, and his generosity made it
possible for MIT to create the new school.
For MIT, with its long history of working on practical problems
affecting society and the economy, this progression was natural.
The MIT Sloan School was shaped by bringing MITs quantitative
approach to the management of organizations, and through the strong
traditions of innovation that have been the hallmark of MIT.
x Foreword
Today, innovationboth technological and organizationalcreates

new pathways to serve society and drives the strength of businesses
and, indeed, entire economies. Contemporary industry is fast-paced,
knowledge-based, global, electronically interconnected, and often
created by entrepreneurs. It thrives on innovation. So does the Sloan
School.
MIT is blessed with an intellectual environment of remarkable cre-
ativity, generated by the synergy among world-class programs in sci-
ence, engineering, and management, together with extraordinary
programs in the arts, humanities, architecture, and the social sciences.
The Sloan School leverages these strong collaborative links across the
Institute to prepare the next generation of engineers, scientists, and
innovative, technology-savvy managers to shape the world around us.
This has created an ideal educational setting, not just for the last half
century, but for the next 50 years and beyond.
I cannot imagine MIT without its Sloan School, and I cannot imagine
the Sloan School without MIT. It is a comparative advantage, and com-
petitive advantage for all of us.
Charles M. Vest, President

Massachusetts Institute of Technology
Preface
Alan Greenspan recently gave a talk here in Boston on corporate

governance. He began by stating the undeniable fact that free market
capitalism is based on trust. I would take this a step further: Trust in
free market capitalism is based on trust in the collective integrity of the
companies that make up the market. A companys integrity depends
on trustthe trust it shows its employees, its customers, its suppliers,
its stockholders, and all the other constituencies that surround it. This
trust is not just a matter of virtue for virtues sake; it is an indispens-
able element for any business that wants to survive over the long haul.
Having run a successful electronics company for almost 40 years,
a company that became a world leader and a billion-dollar enterprise
in a very demanding business, I am often asked what it was that
made this company so successful. Competence, especially in tech-
nology, is critical. But it is not enough. A strong sense of ethics must
guide the company in all its dealings with people inside and outside
the company. Not just a strong sense, but an uncompromisingly strong
sense of ethics. Bend the rules, and you might as well break them.
You just cannot get away with being a little bit unethical, or being
unethical once in a while. As soon as youre found outand you will
be found outthat vital sense of trust is shattered forever. The current
newspaper headlines show this to be sadly true.
The importance of ethics comes through loud and clear in the
dialogue and speeches from the MIT Sloan Schools 50th Anniversary
Convocation which is the subject of this book. As chair of The MIT
Corporation, I am gratified by the attention given to the subject, first
because it is so important for business leaders to reflect on what they
must do to build trust; and second, because our schools must ask
whether they are instilling a sense of ethical behavior in the next gen-
erations of business executives and leaders.
xii Preface
We are all proud of the Sloan Schools rich heritage, but we will be
even prouder if, years from now, we can see in this anniversary cele-
bration an event that signaled a turning point in the journey to a world
of business practice and education that recognizes the role of trust as
the cornerstone of our whole economic system. Our collective respon-
sibility is to take Alan Greenspans macro-vision and apply it to every
company and every situation we touch. The ideas expressed at the con-
vocation and presented in this volume are an excellent starting point.
Alex dArbeloff
Chair, The MIT Corporation
Acknowledgments
Preparation of this volume and the splendid anniversary convoca-

tion on which it is based required support and leadership of a large
number of loyal and dedicated people and organizations. General
Motors Corporation has supported management at MIT since before
the Sloan School was founded. So it is fitting that they served as our
primary partner in hosting the 50th Anniversary Convocation. The
Boeing Company, the Sloan Foundation, Deutsche Bank, Empirix, and
Fleishman Hillard International Communications also provided valu-
able support to the event. We thank these organizations for their con-
tinued commitment to the Sloan School.
A large number of Sloan staff and faculty helped to plan and manage
the convocation. We owe special thanks to Lori Correale, Eliza Dame,
Paul Denning, Bernie Lord, and Robert St. Cyr for the countless hours
they put into making sure the event came off flawlessly. Their best
reward lies in the universal view of those who attended that it
was a landmark event. Never before had such a large gathering of
Sloan School alumni, students, faculty, and distinguished guests come
together to both renew acquaintances and to engage in a thoughtful
discussion about the current state and future directions for manage-
ment practice and education. These hard working and creative people
exemplify the important roles Sloan staff members play in the school
day in and day out. We thank them, and all the Sloan School staff, for
their ongoing dedication and professionalism.
We asked a small committee of faculty and staff to help us design
the program for a 50th anniversary event that would be both a
celebration and an intellectually engaging and challenging look
into the future. For getting this combination just right we thank
Eliza Dame, Thomas Kochan, John Little, Stewart Myers, Stephen
Sacca, and David Weber.
xiv Acknowledgments
Transforming the richness of the dialogue and the presentations into

what we hope is a readable and coherent text was a daunting challenge.
Andrea Meyer organized the materials and edited the papers and panel
discussions into the chapters that follow. Jackie Curreri kept track of
the various pieces of the book, brought them together to create a single
text, and throughout managed to keep her sanity and humor intact.
Paul Denning coordinated efforts with our colleagues at The MIT Press,
and John Covell managed the process of turning a loose manuscript
into the final product. Their individual and collective good work illus-
trates how a modern team works effectively and cooperatively across
boundaries and distances.
Finally, our thanks go to the alumni, students, faculty, and other
guests who joined us and helped shape the rich dialogue that took
place at the convocation. This book is the product of their ideas and
the articulate fashion in which they expressed them. We hope it does
justice to both the substance and the spirit of their remarks.
1 Introduction
Richard L. Schmalensee and

Thomas A. Kochan
At MIT, Alfred Sloan had a vision of a different kind of business school, one that pro-
moted a closer association between science, engineering, and industry. Sloan imagined
a school that did more than just teach best practiceshe foresaw a school that helped
define them.
Richard Wagoner, Chief Executive Officer, General Motors
In the early 1950s, the Carnegie Corporation and the Ford Foundation
commissioned reports that called on universities to build a new man-
agement profession based on rigorous academic research, particularly
in economics and behavioral science. About the same time, Alfred P.
Sloan, the architect of both the modern day General Motors and the
dominant corporate form of the twentieth century, proposed that MIT
create a School of Management that would leverage the Institutes rich
scientific and technical strengths and build on the strong tradition of
management education at MIT extending back to the previous century.
So began an experiment in inventing the modern management profes-
sion and professional education programs at MIT and in other univer-
sities in America and, later, in other parts of the world.
As the above quote from GMs current CEO Richard Wagoner sug-
gests, Alfred Sloan, the Ford Foundation, and the Carnegie Corpora-
tion would be proud of what has been accomplished. In the ensuing
years:
The tools of modern corporate finance and capital market analysis
were developed, drawn heavily on theoretical advances in economics.

The widespread use of these tools has enabled capital to flow more
efficiently to its best uses, in particular to the new entrepreneurial ven-
tures that would usher in the information age. At Sloan in the early
2 Chapter 1
1970s, Robert Merton, Fisher Black, and Myron Scholes developed the
mathematical theory of option pricing, which both reshaped financial
markets and was recognized by a Nobel Prize.
Theories and practices guiding management-employee relations
moved from methods developed largely for military organizations to
principles based on economics and behavioral science for motivating
and empowering employees, building high performance work systems
based on teamwork, and better negotiating organizational change and
resolving conflicts. In 1957, MITs Douglas McGregor introduced his
famous Theory Y and challenged managers to reexamine their assump-
tions about employees. Following in this tradition, over the next three
decades Sloan faculty would call for a transformation of labor man-
agement policy and practice, be among the first to study and propose
how to better integrate work and family life, and develop an entirely
new field for managing the process of technological innovation.
The advances in computing power led to creation of another new
field, the study of Management Information Systems. Sloan School
faculty pioneered in the development of decision support systems,
which demonstrated the power of information technology to inform
management decisions, not just to automate payroll and billing. Sloan
research demonstrated the importance of organizational factors in
determining the value of information technology, a lesson being
learned anew in the Internet age.
Management science was born out of the fields of operations research
and statistics, computer modeling became the dominant tool guiding
research and teaching in this area, and the field of operations manage-
ment (or production) was transformed. At MIT and Sloan, the field of
system dynamics was born, and generations of students were trained
to use this and other modeling tools to understand complex situations
and solve complex problems.
The list could go on. A few other management schools could cite com-
parably important breakthroughs and contributions by their faculty.
But no profession can afford to sit still, especially when the world
around it continues to change. So flash forward fifty years to the
present. Is it once again time to ask basic questions about what princi-
ples should guide the second fifty years of management practice and
education?
On the weekend of October 1012, 2002, alumni, faculty, and
students of the MIT Sloan School of Management took up these basic
Introduction 3
questions as we celebrated the Schools 50th Anniversary. Our goal was

to engage a broad range of leaders from all corners of the world in
an exploration of the present challenges, future opportunities, and
expectations facing managers, the organizations they build, and the
constituencies they should serve in the next 50 years.
This book summarizes the discussions that took place at the convo-
cation and presents the research papers, prepared by student-faculty
teams, that served to stimulate them. We present this not simply
to report on the convocation, though it was an unforgettable event,
but to begin similar discussions with others who share a commitment
to using the knowledge, tools, and experience of management schol-
ars, educators, and professionals to address the critical issues and prob-
lems we encounter in our world today and to prepare for tomorrows
management challenges. We invite you to engage in this discussion
with us by exploring the vision for the future that emerged from the
convocation.
Challenges and Opportunities
It is often said that we live in a time of crisis or of rapid change. It is

even more trite to say that we are at a critical turning point in the world
of business and that the changes to come in the future will be far greater
than anything experienced in the first 50 years of the development of
the management profession. But just now, there is a fair chance that all
these familiar statements are true.
The intensity of the challenges management faces today reflects the
confluence of several developments. The past decade witnessed a full
and powerful swing of the economic pendulum from years of steady
and strong economic growth that peaked with the rise of the dot.coms
only to be followed by the steep decline when the bubble burst. The
same swings occurred globally with the rise and fall of the Japanese,
other Asian, and Latin American economies. Though the dot.com
bubble burst spectacularly, the breathtaking pace of technological
advance has not perceptibly slowed, and businesses of all sorts strug-
gle to keep up. Throughout both the rise and decline of the global
economy, the gaps between the richest and poorest, both in the United
States and internationally, grew to what many now believe are intoler-
able and unsustainable levels. Then came September 11, 2001, and its
aftermath of international tensions, uncertainty, and war. Add to this
the crisis in corporate confidence brought on by corporate scandals in
4 Chapter 1
the United States and it is easy to see why many believe that this is a
critical moment for the business community and the management
professionand perhaps for the global economy.
There is obviously much to be concerned about today. But if the
energy and creativity expressed at the Sloan convocation and reflected
in the pages that follow are any indication, there are good reasons to
be optimistic about our ability to meet these challenges and to prepare
for the future. To do so, however, we will once again need to return to
first principles and use the power of our advancing knowledge
creatively and responsibly to improve the practice of management.
Broad Themes
What are these first principles? Three linked, overlapping themes

dominated the analysis and dialogue of the convocation. Many of the
contributions to this volume reflect more than one of these themes.
Managers must build and maintain the trust of a broad set of stakeholders
through openness, transparency, and accountability
As Alex dArbeloff makes clear in the foreword to this book, business

runs on trust. No system of laws and contracts, no system of corporate
governance can cover all contingencies or detect all wrongdoing. For
any firm to function effectively, its management must be trusted by
shareholders, customers, employees, communities, regulators, and
other stakeholders to behave in an ethical fashionto live up to the
spirit of regulations and agreements, not just the letter, to conform to
social norms, and to do all this even when it costs money and nobody
is watching. U.N. Secretary General Kofi Annans opening remarks
remind us forcefully of the breadth of business responsibilities and
stakeholder relations in our global economy. And Carly Fiorinas talk
demonstrates that building trust on the many relevant dimensions is
not just another top management task; trust depends on how manage-
ment at all levels performs all its taskson the DNA of the organiza-
tion, as she puts it. We believe these two important statements, which
we present together in chapter 2, deserve careful consideration by all
in the business community.
In most of the convocation sessions, trust emerged as an issue of
great, often over-riding, bottom-line importance. We saw, in many con-
texts, how trust depends on openness, transparency, and accountabil-
ity. The examination of the Nike case in chapter 3 illustrates the value
Introduction 5
of being trusted by customers and others not to exploit workers and

the difficulty of rebuilding that trust once it is lost. Both the importance
of trust along this dimension and the difficulty of rebuilding it have
increased markedly in recent years. And the discussion of the organi-
zation of the future in chapter 4 shows that, particularly in knowledge-
based firms, employee loyalty and creative engagement are essential.
Both these, of course, must rest on trust.
The theme of building trust beyond the organization is central to the
discussion of the changing role and power of consumers in chapter 5.
It has always been recognized that in a free market economy the needs
and preferences of consumers should drive the goods and services sup-
plied. But for the past 50 years, marketing science and practice have
led a sort of schizophrenic life. On the one hand, the tools of market-
ing have helped companies to increase profits by better understanding
and in some case better shaping consumer behavior to fit the products
and services offered. This is what Glen Urban and his students describe
as push marketing. Thanks to an important extent to the power of
the Internet, however, these same tools can now be used to empower
consumers to increase their satisfaction by shaping the products and
services offered by businesses. For this to happen, consumers need to
trust information supplied by firms and react honestly to it, and this
will require marketing practice to focus on supporting as well as influ-
encing consumers and to build longer lasting and more trusting
relationships between consumers and producers. Urban labels this
trust-based marketing, an exciting new paradigm for the next 50
years of marketing science.
Trust-based marketing is another example of the shift in manage-
ment perspective called for by conference speakers and participants. In
his speech to the convocation, GM CEO Richard Wagoner reinforced
the importance of listening to and meeting the needs expressed by cus-
tomers by recounting the story of Buck Weaver, GMs director of con-
sumer research back in the 1930s. Weaver was a voice for the customer
inside the corporation then, and he serves as a model for the shift in
marketing called for today. In recognition of the importance of this
shift, Wagoner announced that GM is creating a Buck Weaver Prize to
be awarded by MIT Sloan to individuals who advance theory and
research in marketing science over the course of their careers.
In chapter 6 we turn to the issue of corporate governance and its role
in rebuilding investors trust. Citizenship, accountability, and perfor-
mance must rest on sound and effective principles and practices of
6 Chapter 1
corporate governance. Recent corporate scandals in the United States

have both given visibility to debates over corporate governance and
opened these debates to a broader array of voices than those that dom-
inated this topic in the past decade or so. This is a healthy develop-
ment that, if taken seriously, could usher in an era of experimentation
and change in who participates in corporate governance and how orga-
nizations are held accountable to their different stakeholders.
Are there some fundamental theoretical principles that should
underlie all governance models, regardless of the specific institutional
forms they take? Is there value in institutional variation, both for the
sake of learning and experimentation, and to reflect differences in cul-
tural norms, economic conditions, and societal expectations? Chapter
6 reports our discussion and analysis of these important questions. In
his introduction to this topic, Stewart Myers outlines what he sees as
the fundamental tasks of an efficient governance system. It must
allocate capital and human resources to their optimal uses. There is
little debate about these fundamental requirements. The debate comes
in how to structure governance arrangements to meet them.
This debate is not limited to the United States. The same debates are
alive and well in Asia and Europe, fueled by their own financial crises,
the emergence of new market economies, and historical differences in
institutional development. We therefore bring an explicit international
lens to these issues. This is done in part out of a new sense of modesty
and recognition that in the past some have too aggressively promoted
the American model of corporate governance as the ideal the rest of
the world should emulate. It is clear now that, in order to improve the
American model, we must both examine that model and work to better
understand and learn from the experiences of governance models
found in Asia and Europe. The two papers prepared by Myers and his
student teams do just this. The front-line views from Europe presented
by Dr. Rolf Breuer, and from Asia presented by Dr. Victor Fung, then
show how these issues look from vantage points outside the United
States. These views give a sense of some of the relevant institutional
issues and complexities.
Managers must be prepared to deal with increasingly complex problems
involving broadening sets of stakeholders
It is much easier to talk about trust-based marketing than to solve the

complex problem of being both credible and effective. And it is much
easier to talk about improving corporate governance than to figure out
Introduction 7
exactly how to do itmuch less how to ensure by laws and regulations

that it is done. More generally, as the global economy becomes more
tightly linked, as business performance depends more on creativity and
less on easily measured effort, as new technologies present an increas-
ing flow of challenges and opportunities, and as customers and share-
holders become better informed and more demanding, the problems
faced by management involve new stakeholders and levels of com-
plexity undreamt of a few decades ago. There was no suggestion at the
convocation that any of these drivers of complexity will slow in the
foreseeable future.
U.N. Secretary General Kofi Annans opening remarks both
described an important dimension of this complexity and set the tone
for a broader vision in his call for corporations to join together in a
Global Compact to embrace nine universal principles in the areas of
human rights, labor standards, and the environment, and to enact these
principles within their spheres of influence. Hewlett Packard CEO
Carly Fiorina agreed and announced that her company is joining the
Global Compact. She went on to state even more clearly the responsi-
bilities of CEOs and other executives: Management serves at the plea-
sure and for the benefit of our shareowners, our customers, and our
employeesand not the other way around.
These are not calls for business leaders to sacrifice enduring share-
holder returns in pursuit of social objectives. Rather, they call on
business leaders to recognize that the long-term health of their organi-
zations requires them to be broadly accountable and to address issues
heretofore generally viewed as not business concerns.
The complex challenges that businesses face as they attempt to be
good corporate citizens in our global economy are brought to life in
chapter 3 through examination of a concrete case study prepared by
Richard Locke. The case asks: What, if any, labor standards should the
Nike Corporation require of its global contractors, and to whom
should the corporation be held accountable? As the comments that
follow the case illustrate, the case stirred considerable debate among
participating alumni. The answers to these questions offered by differ-
ent alumni turned on how broadly they defined the term corporate
citizenship. The minimalist answer that dominated much of public
discourse and business school teaching in recent years is that corpora-
tions should be accountable for enhancing todays shareholder value.
And, of course, managers are responsible to the individuals and insti-
tutions that put at risk the financial capital needed to build and sustain
8 Chapter 1
a firm. Yet most of the alumni who discussed this case view an exclu-
sive focus on shareholder value as leading to decisions that are both
myopic and socially unacceptable. They too want to hold corporations
to a higher standard of corporate citizenship. But, as the Nike case
makes clear, it is far from simple to translate these aspirations into effec-
tive policies.
In chapter 4, the legacy of Douglas McGregor serves as a launching
pad for a rich discussion of the features of the complex and evolving
organization of the future and its implications for management prac-
tice and education. The paper prepared with Sloan students and
alumni by Thomas Kochan, Wanda Orlikowski, and Joel Cutcher-
Gershenfeld suggests that realizing McGregors vision will require
questioning and challenging some of the very basic assumptions
regarding the role of people, work, technology, leadership, and orga-
nizational goals that dominated twentieth century organizations. The
sustainable organization of the twenty-first century, according to this
view, will be one that leverages the full potential of its human capital
to add value to the firm and returns fair value to its workforce and their
families. Because modern organizations depend so much on intangible
assetslike intellectual property, loyalty, trust, and firm-specific
knowledgetraditional financial measures may provide misleading
indicators of performance and viability.
The panel discussion that accompanies this paper reinforced the
points that Carly Fiorina made about the need for openness and trans-
parency, not just to investors but to employees as well. Panelist Meg
OLeary, a senior manager at PriceWaterhouseCoopers, noted that the
culture of openness, trust, and flexibility present in her organization
made it possible for her to work at home and to integrate her work and
family life. James Goodnight, CEO of SAS Institute, stated succinctly
the importance of the workforce in the twenty-first-century organiza-
tion and the personal responsibility of the modern CEO to gain and
maintain its trust and commitment: 95 percent of a companys assets
drive out the front gate every night; the CEO must see to it that they
return the following day.
Peter Senge, a founder and president of the Society of Organizational
Learning, reinforced a point made in the earlier discussions of globa-
lization, namely, that transparency, openness, and engagement no
longer stop at an organizations boundary. He argued that a truly sus-
tainable networked organization of the future will need to engage and
address the interests and needs of a broader set of groups and organi-
Introduction 9
zations in civil society, whether this be NGOs, unions, or governmen-

tal entities. He put it bluntly: 15 percent of the people having 85
percent of the goodies is not sustainable. Fifty years ago, only a few
would have thought of this complex issue as a concern of business.
Managers must be prepared to harness advances in science and technology

that will transform organizations and markets
Perhaps the most visible reason why managers roles have become
more complex in recent decades is that the pace of technological change
has accelerated across a broad front. Organizations that do not harness
the potential of new technologies and solve the problems they pose do
not survive long in most markets. Successful companies with able
CEOs are regularly pushed aside by technologies that were unknown
when those CEOs were in school.
The paper presented in chapter 7 by Rebecca Henderson and her
students, and the panel discussion that follows it with leading MIT
scientists and engineers, provide a glimpse of some of the powerful
new technologies that will shape the business world of the near future.
As our colleagues from the Schools of Science and Engineering pointed
out, these technologies have the potential to do enormous good as well
as harm; every innovation is both an opportunity and a challenge.
Professor Susan Linquist, for example, described work underway on
how adding vitamin A to rice production could reduce the number of
malnourished children who go blind by the time they enter school. She
also described an innovative but simple technology developed at MIT
for purifying drinking water that if made widely available to families
in developing countries would have major payoffs to world health. On
the other hand, convocation participants were amused and at the same
time appalled at the demonstration of a prototype person finder that
might join us in our homes, keep track of our whereabouts so pre-
sumably others (like our bosses?) can locate us and reach us anytime,
anywhere, and under any circumstance. And while we delighted in the
sight of a personal robot that we might have doing household chores,
preparing our meals, and helping us to monitor our children from work
or other remote locations, we were less enamored with the idea that
others might likewise tune in and observe all aspects of our family and
personal lives.
In his remarks summarized in chapter 7, MIT provost Robert
Brown notes that most of the really big scientific innovations come not
from established disciplines or departments at MIT but out of the
10 Chapter 1
laboratories and research centers that bring together scholars from two
or more disciplines. This is equally true in management organizations
and processes today. Translating scientific discoveries and technical
breakthroughs into actual products and services requires building,
leading, and coordinating multi-disciplinary and multi-functional
teams. This is the heart of the innovation process in organizations.
In remarks summarized in chapter 4, Boeings CEO Phillip Condit
captured the changes in management and organizational designs that
are needed to manage the innovation process efficiently and seam-
lessly. He, like others, sees the organization of the future as a network
more than a hierarchy. To be successful, the networked organization
needs to draw on and return fair value to its workforce, suppliers, cus-
tomers, and communities. Condits remarks provide a good introduc-
tion to the discussion of the broader range of features needed in
twenty-first-century organizations presented in chapter 4.
It is important to note that many of the organizational changes dis-
cussed in chapter 4 are driven by changes in information technology,
just as the emergence of trust-based marketing rests importantly on the
power of the Internet. Technology, particularly information technology,
has hadand will continue to haveprofound implications for how
businesses are managed, as well as changing the goods and services
they produce.
Implications for the Future of Management Education
What are the implications of this discourse for the future of manage-
ment education? What should the Sloan School do to lead the way in
realizing this vision? The key lesson we take away from the convoca-
tion is that management education should endeavor to develop prin-
cipled leaders who earn trust, who are able to address a broader set of
problems and stakeholders, and who are able to identify and exploit
opportunities to innovate, many of which will be provided by advances
in science and technology.
In practical terms, what does this imply? First, it clearly requires us
to pay more attention to the ethical dimensions of being a professional
manager, to the sort of leadership that is required to earn stakeholders
trust. Management schools cannot change their students characters by
preaching at them, but students can learn what sort of behavior is
expected of them as professionals, and they can learn to be more effec-
tive leaders and more sensitive to ethical issues. We believe that this is
Introduction 11
most effectively done in context, not in isolated lectures or courses

focused on ethics. Ethics cannot be taught to aspiring managers as
abstract philosophy. It must be grounded in the real work managers
do, the issues they encounter, and the decisions they are called upon
to make independently and in concert with other groups and institu-
tions. As we at Sloan are redesigning our curricula, we are placing great
emphasis on the effective teaching of ethical principleson develop-
ing leaders who are principled as well as effective and are able to
enhance long-run viability and performance.
Second, as managers are expected to address broader responsibilities
and deal with new, complex issues, so too must the management
schools that educate them. To ensure that we are addressing the most
important problems of the day, the management school of the future
will need to be an open forum where a diverse set of people and stake-
holders come together to learn and explore how to address these prob-
lems and meet these challenges. This means doing more than
periodically bringing business leaders to campus to share their vision
and problems with faculty and students. It means engaging leaders
from all parts of societybusiness, government, and civil society.
Since the ideas, tools, and evidence that will be used to build this
new management education system will only be as good as the
research that generates them, management research will likewise need
to broaden its focus to provide the theories and tools needed to meet
these broader expectations and to examine how well organizations are
performing on these broader dimensions. Breakthroughs such as those
listed at the beginning of this introduction came from research that was
then translated into our educational programs. Accordingly, we believe
that it is essential in this era of rapid, complex change that MIT Sloan
and other management schools continue to be research-driven. Greater
complexity in the executive suite has increased, not reduced, the need
for sound and rigorous analysis, and it has broadened the set of prob-
lems that need to be analyzed. Business schools must develop leaders
who can deploy new management methods in response to new man-
agement challenges.
Third, future managers will need an understanding of the potential
benefits, risks, and ethical challenges posed by emerging technologies,
including nanotechnologies, personal robotics, bioengineering, and
others not yet in view. Businesses must innovate, and innovation
depends increasingly on exploiting the potentials of new technologies.
Moreover, ethical and technical analysis will need to be closely coupled
12 Chapter 1
in management decision-making if we are to guide science and tech-

nology in appropriate directions.
This does not mean all managers need to have Ph.D. degrees in spe-
cific technical disciplines that underlie their products or services. While
this would not necessarily be a bad thing, it would not guarantee that
managers understand the details of technologies that emerge decades
after their graduation. Managers, whether they have technical degrees
or not, need to learn to speak the language of science and technology
and to be able to challenge and engage experts in an informed discus-
sion of the scientific data needed to make sound and prudent decisions.
In short, managers need to know how to learn about new technologies
and to think creatively about their implications and likely evolution.
In order to equip our students to lead successful innovation, we at
MIT Sloan believe it is vital that we engage our colleagues in science
and engineering even more directly and creatively in the future than
we have in the past. If Provost Brown is correct that most of the fun-
damental breakthroughs in science and engineering at MIT have come
out of its multi-disciplinary laboratories and centers, the management
school of the future must be an open and inviting setting where schol-
ars from multiple disciplines interact and bring the best of their dis-
ciplinary knowledge to bear in teams working on the most critical
problems of the day. The results of this work and these interactions
must be translated into innovative curricula that prepare management
students to drive successful innovation in new products and processes.
The era in which business schools can wall themselves off from the rest
of their universities and still be successful is very likely over!
Ultimately, realizing the vision and meeting challenges outlined here
will require transforming our traditional curricula and mode of oper-
ations. Like our sister universities, we have structured the lives of our
students and faculty around a set of independently taught, sequential
courses fitted into full or half-semester time blocks, punctuated by
times set aside for students and faculty to visit and study companies
around the world. The fixed semester, sequential-course model was
designed for faculty to teach their discipline-based knowledge in a rel-
atively pure fashion, unencumbered by the multi-faceted complexities
of many important problems.
To be sure, there is both efficiency and merit to the conceptual clarity
which this structure allows in teaching basic disciplinary principles.
Some of this knowledge will undoubtedly need to continue to be deliv-
ered in this fashion. But increasingly, we need to find ways to apply
Introduction 13
the same insight to our teaching as we do in our multi-disciplinary

research laboratories and centers. We need to link research to teaching
by engaging students in the application of knowledge from multiple
disciplines to real-world problems. This means more cross-disciplinary,
cross-functional, problem-oriented teaching. It means building more
direct links between classrooms and real organizations, their problems,
and the people involved in them. Some of this can be done remotely
by taking advantage of the wonders of modern communication tech-
nology. But much of it requires personal interaction and engagement
in order to see the problems and challenges first hand in their actual
cultural and organizational settings. Doing this will reek havoc on
traditional semester and course designs. But it will create new oppor-
tunities for better linking research, ensure more rapid testing and appli-
cation of new theoretical breakthroughs and research findings, and in
doing so will help harness the advances of science, technology, and
human capacity called for by participants in the convocation.
The two-year MBA degree program was a natural byproduct of a
model that saw education and training as a one-time ticket needed to
enter a profession. Management education in the future will need to
break out of this one-time, sequential model of education and practice
by translating the rhetoric of lifelong learning into reality. Alumni
and managers of corporate partners will need to be viewed as extended
family members who come together on a regular basis and as new
developments arise. New, shorter degree-granting programs may
emerge, and new technologies and new teaching methods are likely to
transform executive education as we know it. So stay tunedthese are
interesting times in management education, as well as in the broader
management profession.
We believe the analysis and dialogue that occurred at the Sloan Con-
vocation and is recorded on the pages to follow can serve as a starting
point for rethinking and reforming the profession of management. We
invite you to explore the ideas presented here and then add your own
voice to the debates and dialogue about the future of management that
we hope our convocation and this volume will launch.
2 Challenges and
Responsibilities
2.1 Corporate Citizenship in a
Global Society
Kofi Annan
Over the course of half a century, the Sloan School of Management

has built itself into one of the worlds academic powerhouses. I say
world, and not just country, because right from the start, Sloan
looked well beyond the confines of this campus, encouraged people
from many nations to study here, and was eager to advance the cause
of international cooperation, scholarly and otherwise.
Three decades ago, I was fortunate enough to become part of the
Sloan community. I recall in particular that Sloan exposed me to some
very interesting work in organizational culture and planned change.
That may sound like jargon to some, but I can assure you it has come
in very handy at the United Nations.
Back in 1982, when I was working with the High Commissioner
for Refugees, I invited my good friend Professor Ed Schein1 to
Geneva to help us improve our internal communications and
coordination.
We gathered for what we thought would be a straightforward, hour-
long briefing. Three hours later, we were all physically and emotion-
ally drained from what had quickly turned into a frank, soul-searching
exercise on our mission: what it means to work for the United Nations
and how different people can best work together.
Some frustrations had been bottled up for years. But once the flood-
gates were open, we found new ways forward and, truly, a new sense
of unity and purpose. The session was so successful that in 1990, when
I was head of human resources, I asked Ed to come in againthis time
with Professor Lester Thurow. About 30 senior officials from through-
out the U.N. system, and from 26 different countries, came together
and achieved a similar breakthrough.
1. Edgar H. Schein, Sloan Fellows Professor of Management Emeritus.

18 Chapter 2
I like to think we are replicating that exercise on a global level, among

peoples and nations, as we strive to build the trust, confidence, and
sense of shared responsibility needed to address the urgent issues and
threats of our times.
We are all aware that more and more challengesfrom environ-
mental degradation to drug trafficking and the spread of diseases such
as AIDShave a global dimension. Through work and travel and trips
to the store, we can see that trade and communications are stitching
the human family ever more closely together.
These phenomena have also helped to make the early twenty-first
century a very troubling time for our global village. Distrust between
cultures and religions often leads to violence and has been aggravated
by the terrorist attacks of 11 September. Concern is mounting because
of global economic uncertainty, and because the benefits of globaliza-
tion have been shared so unevenly. Confidence in markets has been
dealt a further blow with a series of corporate scandals in the United
States and the gathering feeling that markets, by themselves, cannot
respond to the real needs of society or provide the public goods that
humankind needs to survive.
In an age of interdependence, global citizenship is a crucial pillar of
progress. In a series of global meetings and conferences over the last
two years in particular, world leaders have tried to define just what
that citizenship means. They have been trying to build an inclusive,
responsive, effective international system, from which all people can
benefitand in which all feel they have a stake.
Shared responsibility was at the heart of the declaration adopted at
the Millennium Summit in September 2000. All countries came
togethernot just to express their general hopes for peace and devel-
opment in the twenty-first century, but also to give their backing to a
set of very specific, time-bound objectives which have since become
known as the Millennium Development Goals.
The goals include reducing hunger, providing access to safe drink-
ing water, and ensuring universal primary education. They will be
closely monitored and measuredhow many kids are in school, how
quickly hunger and extreme poverty are being reduced. And we will
advertise the results in a way that, we hope, will galvanize politics and
policy-making so that the goals can be met by the target date of 2015.
Governments faced a first test of their commitment to these goals last
November at the World Trade Organization meeting in Doha. There,
Challenges and Responsibilities 19
trust was the main issue on the table. Developing countries have heard
a lot of talk about free and fair trade, but seen far too little of it. They
want to know that their products will have an equal chance to compete
in the global market. That chance is currently denied them because of
tariffs on their goods, and because of subsidies given to their competi-
tors in rich countriessubsidies that also perpetuate unsustainable
practices in farming, transport, and energy use.
The new round of negotiations agreed to at Doha offers the prospect
that markets will be openedbut it is too soon to say that trust in the
trading system has been achieved or will be achieved.
The Monterrey Conference on Financing for Development last March
was also an exercise in recognizing shared responsibilities. The Con-
ference generated substantial new pledges of official development
assistance, reversing a decade-long decline, and made good progress
on issues such as debt relief, investment, and corruption. Just as impor-
tant, developed and developing countries reached a common under-
standing on their respective responsibilities in the pursuit of balanced,
equitable development.
Finally, in September 2002, at the World Summit on Sustainable
Development in Johannesburg, global citizenship took center stage. All
leaders committed themselves to a path of development and economic
growth that safeguards resources and ecosystems for succeeding
generations. Rich-country leaders in particular agreed to reduce their
nations ecological footprint on the planet.
Taken together, these summits and conferences give us a blueprint
that puts peoplenot states, and not GDP statisticsat the center of
policy-making. The over-riding challenge now is implementation. And
for that we shall need people from different sectorspublic, private,
and civil societyto forge more and better partnerships.
One of the most welcome developments at the United Nations
in recent years has been the steadily growing engagement of the
business communityboth in policy forums and in projects on the
ground.
Although the relationship is not without its difficulties, there is
growing recognition that we must move beyond the politics of con-
frontation, and that solutions to poverty, environmental degradation,
and other challenges can only be found if the private sector is involved.
More and more businesses are themselves recognizing how much they
depend on international norms and standards for the conduct of
20 Chapter 2
business on a global scale, and on the U.N.s wide-ranging work for

peace and development.
The Global Compact initiative I launched in 1999 at the World Eco-
nomic Forum in Davos was based on my belief that open markets and
human well-being can go hand in hand. Over the long run, human
well-being can be dramatically advanced by well-functioning markets.
But markets themselves can be sustained only if they ensure human
well-being.
I asked business to embrace nine universal principles in the areas of
human rights, labor standards, and the environment, and to enact
these principles within their spheres of influence. I picked these
areas because I was worried by a severe imbalance in global rule-
making: while there are extensive and enforceable rules for economic
priorities such as intellectual property rights, there are few strong
measures for equally vital concerns such as human rights and the
environment.
The compact has since become more than a call to action. Today it
involves not only business but also labor federations and nongovern-
mental organizations. It has promoted the importance of universal
values and encouraged investors to look harder at opportunities in the
least developed countries, particularly in Africa. The compact has also
created a learning foruma worldwide academic network that exam-
ines case studies, trying to determine what works and what doesnt. I
am pleased that the Sloan School plays an important role in this forum.
None of this is meant as a substitute for action by governments, or
as a regulatory framework or code of conduct. Rather, the compact is
a voluntary initiative, a platform for showing how markets can be
made to serve the needs of society as a whole.
Businesses may ask why they should go down this path, especially
if it involves taking steps that competitors might not, or steps they feel
are rightly the province of governments. Sometimes, doing what
is rightfor example, eco-efficiency or creating decent workplace
conditionsis in the immediate interest of business.
Sometimes, we must do what is right simply because not to do so
would be wrong. And sometimes, we do what is right to help usher in
a new day, of new norms and new behaviors. We do not want business
to do anything different from their normal business; we want them to
do their normal business differently.
Openness is the emerging hallmark of our time. But we need to make
it work. Otherwise, countries and peoples might retreat behind pro-
tectionism or, worst of all, reject global citizenship in favor of narrow

concepts of national interest not at all appropriate for an interdepen-
dent world.
Business is well placed not only to generate employment, invest-
ment, and growth, but also to advance global citizenship.
Sloan is well placed to teach more than accounting and finance, and
to help define the parameters of corporate citizenship. I am delighted
that its program is already evolving in this direction.
And the United Nations is well placed to promote dialogue that will
build trust, and to create the multilateral norms and frameworks
needed to fulfill our shared responsibilities.
All of usthe private sector, civil society, labor unions, NGOs,
universities, foundations, and individualsmust come together in
an alliance for progress. Together, we can and must move from value
to values, from shareholders to stakeholders, and from balance sheets
to balanced development. Together, we can and must face the dangers
ahead and bring solutions within reach.
Discussion
Q. Do you see a link between corporate responsibility and corporate

citizenship on one hand and the gulf between haves and have-nots on the
other? Do companies have a positive role to play in creating a sustainable
future?
A. I see a very important role for the corporate world. Corporations
that respond to norms of sustainability do make a difference in the
communities and societies in which they operate. Corporations and
their leaders can influence policies of governments and steer decision-
making in the right direction.
But they also make a difference in the daily lives of individuals. Cor-
porations dont have to wait for countries to pass laws to know that
they should not pollute the water that produces the fish for the village.
They do not have to wait for government to tell them to pay a decent
wage or to train their people.
Take the case of HIV-AIDS. Corporations have done some fantastic
things around the world to address this problem. Look at what
Volkswagen has done in Brazil. For years it watched its good managers
contract this disease. So the company developed a program of educa-
tion and treatment and then they saw these creative men and women
live on and pass on this knowledge on how to protect themselves to
22 Chapter 2
their families and communities. So the roles of corporations in devel-

opment and the health of society are extremely important and some
corporations are doing quite a lot.
Q. What special responsibilities do American corporations have in the global
community?
A. I am extremely happy that U.S. corporations are beginning to join
the Global Compact. We have had tremendous response from Europe,
Asia, Africa, and Latin America and recently Hewlett Packard and
Pfizer have joined, and I expect others to follow in the future.
Today, corporations have become the main motor for the creation of
wealth. They have technology, they have money, they have manage-
ment, and they have global operations. In some ways, corporations
understood faster and better than government that we live in a global
world. Corporations that operate around the world should see their
role not only as headquartered in New York or in Silicon Valley. They
should also see it as their responsibility to pass on some of the knowl-
edge, technology, and training to the people and communities where
they operate. When they fail to do this, they inadvertently become part
of the problem or the conflict.
Let me give you an example of what happened in Nigeria with Shell.
Some of the villages around Shells production sites felt they had seen
nothing of the benefits accruing to them from the exploitation of the
oil. The money was going to the central government and the profits
were going to the shareholders while the people continued to live in
squalor. Two or three months ago, women demonstrated and took over
one of the sites. Now, Shell has announced that it will put some of the
money back into the villages. Even if it is not just the responsibility of
individual companies like Shell, they should be pressuring the gov-
ernment and saying, dont you think we should be doing something
for the villages around here? and pull together and do something for
these people. These gestures go a long way. I know some companies
are doing this and I would urge others to do so.
Q. What can we at MIT, Sloan, and our alumni do in particular to advance
the Global Compact initiatives?
A. I think you are already on the right track by training your students
and discussing the Global Compact with them and with the many
companies you advise. I have had a chance to discuss this issue with
the Sloan Fellows and I am struck by how enthusiastic they are about
this. And quite a few of your professors are already working on it.
These are important ways of spreading the word.
Another thing we can do is to promote the learning forums that we
have introduced. These forums are places where companies can come
together to discuss what their responsibilities are, what their posture
should be if they find themselves in areas of conflict. What is expected
of corporations and to whom should they turn for advice and how can
they work together? All this will be extremely helpful.
2.2 Restoring Trust: Corporate
Responsibility and the
CEO
Carly Fiorina
All of us share an enormous pride as Sloan School graduates because

the Sloan School has managed to stay on the cutting edge through 50
years of enormous change in our free enterprise system while never
losing sight of the fundamental values that make that system work in
the first place, namely: trust, honesty, integrity, accountability, and
responsibility.
There are a number of things Id love to discuss with you today. Id
love to talk about the transformation we see in technology today, which
is that physical processes are becoming digital processes. Id love to tell
you how that transformation is driving a fundamental shift in the value
proposition in the technology industry, away from those companies
that can provide simple point productslike isolated servers or per-
sonal computerstoward those companies that can put information
technology ingredients together to provide end-to-end solutions. And
I would love to tell you why the new HP, which we fought so hard to
create, is uniquely positioned at the center of this industry to lead this
revolution.
But the truth is, I think all corporate leaders today have a responsi-
bility that goes beyond simply expounding on the particular trends in
their particular industries. In light of the corporate abuses we have seen
in the past year, I think all of us have a unique responsibility to help
restore faith in the American economy.
Whether weve been touched by scandal or not, I believe its incum-
bent on all corporate leaders to take ownership of this problem, and to
lead by example at our own companies. As a group, we as corporate
leaders have an opportunity to make clear, in our words as well as our
actions, what we have always known to be true: that management
serves at the pleasure and for the benefit of our shareowners, our
customers, and our employeesand not the other way around.
26 Chapter 2
Restoring that faithand rebuilding that trustis what Id like to

spend a few minutes talking about here today.
I do so knowing that to be a CEO giving a speech on corporate gov-
ernance is to immediately invite inspection. But if CEOs dont speak
out because they dont want to draw scrutiny, then corporate leaders
will lose their voices in this discussion, which will give the initiative to
people who know a lot about regulating businesses but not quite as
much about running them.
It was in October 2001 that Enron took a $1 billion write-down of
investments. Within three weeks, it would report that it had overstated
its earnings since 1997 by $586 million. Within six weeks, the
companywhich was valued at more than $60 billion just a year
beforefiled for bankruptcy.
The stunning collapse of Enron not only cast a long shadow over our
capital markets; it quickly gave way to headlines that more Enrons
were to come. And sure enough, they have comemore than ten in all
leading one newspaper this week to refer to the parade of fallen busi-
ness leaders as the corporate perp walk of the week.
Lets call this what it really is: it is greed, pure and simple. In every
company accused of abuse, the traits are all the same: abuses of power,
breach of ethics, undermining of honest accounting, deception of both
public and private watchdog groups, and sometimes, the willing
cooperation of such groups. In each case, checks and balances failed,
and people tried to get away with gains made at somebody elses
expense.
It is also true that these abuses occurred in an era when many
quarterssome media, some analysts, some management teams
seemed to forget the fundamentals. Fundamentals like: management
should manage the company not manage the share price. Between 1992
and 1999, the number of companies who beat estimates by exactly
one penny quadrupled. Nearly 1,000 companies have restated their
earnings in the last year.
Fundamentals like: management means balancing short-term
returns with long-term investment; and that a CEO must think of a
decade, not simply a quarter. Fundamentals like real profit, real cash
flow, and real balance sheets matter. Fundamentals like trust, integrity,
and responsibility matter.
There is no question who has paid the biggest price: its been average
investors, and ordinary people, who have either lost their jobs, lost
their life savings, lost their pension fundsor lost all three.
Unlike the half-century between 1930 and 1980when 5 to 15

percent of Americans invested in the marketthe explosion of defined
contribution plans in the 1990s means that today, more than 60 percent
of Americans own stock. Which means that to a degree unprecedented
in American history, corporate wrongdoing is being felt not just at the
boardroom table, but at the kitchen table as well. In the last 10 years,
average Americans bought into the idea of a market-driven society.
And now their anger is pointed in many directions. As the New York
Times recently pointed out, many issues have been blended together
in the public mind-set, from cooking the books and stealing corporate
cash to excessive pay and perks, making no distinction between
crime and common practices. Thats because, to many, there are no
distinctions.
Similarly, many investors put all companies in the same boat. The
Secretary-General of the United Nations, Kofi Annan, has said that the
most frustrating thing about Africa today is that investors dont yet dif-
ferentiate between countries in Africa. They hear about something bad
happening in Zimbabwe, and they take it as proof that they shouldnt
invest in Ugandabecause hey, Africa is Africa, they thinkso they
keep their investments away.
In this atmosphere, the same is true of corporate America. The mis-
deeds of some have cast aspersions on every corporate office in
America. After all, if a dozen companies either issued make-believe
accounts or made-up earnings numbers, why should anyone believe
that dozens of other companies arent practicing the same deceptions?
So they keep their investments awayand the Dow falls below 7,500
for the first time in five years.
According to one poll, public confidence in big business is at its
lowest point since 1981.
As is their role, into this breach, regulators and government officials
have stepped in with ideas for new regulation and legislation. As one
report put it, while the federal government has taken a hammer to con-
flicts of interest among auditors and executives, the New York Stock
Exchange has done the same thing for boards of directors. From the
integrity of certified financial audits to appropriate accounting princi-
ples and auditing standards, what used to be the legal ceiling is increas-
ingly becoming the legal floor. And if that will help restore investor
confidence, its an important step.
But if we are truly embarking on a new Age of Reformsuch as the
one America went through a century ago following a similar decline in
28 Chapter 2
public trustleadership is not going to come from the government or

other oversight organizations. True leadershipas it did 100 years
agomust come from corporate America itself.
So how do we do it? Managing a company, not a share price, means
balancing the requirements of shareowners, customers, employees, and
communities. And managing a company for the long term, not just the
short term, requires building sustainable value for shareowners and
customers and employees and communities. And these relationships
of sustainable value require real trust and real candor.
Coming as I do from a company of scientists and engineers, it prob-
ably comes as no surprise that I believe trust begins first and foremost
as a DNA question: If you dont have ethics strongly coded in your
own business, its going to be difficult to project those values in the
larger market.
After all, what is trust? Its no accident that the word trust derives
from the Scandinavian word truste, which means firm, solid, steadfast.
In a phrase, I think trust means being counted on to do the right thing
when nobody is watching. It means doing what you say you are going
to do. It means that your word is your bond.
In the end, business practices arent driven by corporate culture
they reflect corporate culture.
When I was a student here, it was called values-based management,
the famous Theory Y. It was based on the profound idea that the most
valuable resource a company has doesnt lie in its products or plants
or plans: it lies in its people. And it was driven by the equally profound
idea that if you treat people right, youll get the best they have to give.
In the real world, I think weve all learned that this has a lot more to
do with common sense than it does with any theory.
We all know: people want to do a good job. They want to be treated
with consideration and respect. They want to feel a real sense of ac-
complishment in their work, to have their ideas considered and their
achievements recognized. They want to feel like theyre part of some-
thing larger than themselvesto be a part of the larger vision, direc-
tion, and goals that a company is working toward. There is now a
mountain of evidence to support the idea that a companys objectives
can best be achieved by people who understand and support a
companys vision, and who are allowed flexibility in working toward
common goals.
The difficulty comes in communicating not just what a company is
trying to do, but how it is trying to do it. Any corporation can sit down
and write a high-minded statement of values. But we all know: It is in

living those values that is the hard part.
At HP, we understand that values need to be constantly reinforced
in an organization to be real. We know that how we do things is as
important as what we do.
Forty-five years ago, HP pioneered the idea of a corporate values
statement. Realizing that the rapid growth of HP made it impossible to
have the daily one-to-one contact with employees that the founders
had long enjoyed, in 1957, Bill Hewlett and Dave Packard convened a
group of HP employees together at the aptly named Mission Inn in
Sonoma, California, to put those values in writingso new employees
and future employees would understand not just what we did but how
we did it. Thats how the famous HP Way was born.
Whats sometimes forgotten about the HP Way is that it didnt
happen overnight. It grew out of 20 years of experience in the company
itself, and it was an attempt to capture the values of the company, not
to create them. In turn, those values were reinforced everywhere. Our
values are fundamentals, not rocket science. Trust, respect, integrity,
contribution, teamwork and collaboration, passion for customers.
Of course, one of the challenges weve had in the past year in our
merger with Compaq is how to combine two large organizations
145,000 employeesinto one team without sacrificing the values that
made us successful. So, before the merger was even announced, we
undertook a cultural due diligence study in both companies to learn
what employees valuewhat motivates them, what gives them pride
and commitment.
The study involved in-depth interviews with 127 executives and 138
focus groups involving more than 1,500 managers and employees
from both companies in 22 countries around the world. We also con-
ducted team-building meetings to examine our cultural perceptions,
share ideas, and develop common goals. In the end, we were able to
identify the key attributes of HP and Compaq, a set of values we all
aspired to.
The interesting thing is, the values that came out of that work
were the same ones that made up the original HP Way, with one
notable addition that says more about the times than anything else
speed and urgency. The point is people everywhere aspire to the same
things.
Values are reflected in how we do things. At HP, we have some-
thing called the open door practice: anyone can raise any issue with
30 Chapter 2
anyone else, anytime. We reinforce this in interesting ways. Our board

members are free to interact with any employee they chooseand
they do.
Our employees are free to contact anyoneany board member
included, and they do. I think the thing thats impressed me the
most in my three years at HP is that every communication Ive
ever received has been signed. Even during the emotion and turmoil
of the proxy contest, every communication Ive received has been
signed.
It is also true that one can never take these fundamentals of how we
do things for granted. And particularly I think in times of turmoil,
people need reinforcement on the most fundamental things. In times
of turmoil like a merger, in times of turmoil like the threat of war, in
times of turmoil like a down economy, in times of turmoil like corpo-
rate scandal, it is more important than ever to reinforce these funda-
mentals because people think if they dont hear it, it must no longer be
true.
As I and the rest of the management team travel around our new
company, we talk always, always about how we do things. That
our character as a company is as important as our capability and our
results. We have reinforced the open-door policy with all of our
employees, not just our new employees. We make it clear that it is not
simply a right, it is an obligation. It is our expectation that employees
raise their hand and raise issues about which they have concern or an
important point of view.
And because we are pulling together a new company for the first
time, we are reinforcing these open-door policies with other means. We
are using a belt and suspenders, if you will, not simply setting a tone
at the top, not simply reinforcing existing policies, but also creating
some new ones like 800 numbers, like ombudsman roles to make sure
that people understand how we do things is as important as what we
do.
I began by talking about the basic DNA of a company, the way values
are acted upon every day by employees, the way trust and integrity
are displayed every day all up and down the management chain, from
the boardroom to the shop floor, because this is where it all starts.
Without this foundation of integrity and candor, no amount of regula-
tion will fix what ails corporate America.
It is, of course, integrity and candor in the boardroom that has riveted
everyones attention and concern.
Finally, the values that govern the boardroom should be no different

than the values that govern the shop floor. Which means truly open
debate, truly open dialogue, truly open access.
Of course, asking the tough questions, and engaging in truly open
and honest debate and dialogue, is a board members job. And pro-
viding truly open access to employees, and informationinsight to the
good, the bad, and the uglyis managements job.
But what Ive found serving as chairman and CEO of HPparticu-
larly during our proxy contestis that practicing these fundamentals
is more than compliance with a boards or management teams respon-
sibilities. They make a board and a company more effective.
People have asked meHow did you keep the board together
during the proxy battle? The answer is, they kept themselves together.
They kept themselves together because they exercised the highest stan-
dards of governance. They asked the hard questionsover, and over,
and then asked them again. They debated the merits of the merger, and
all its risksand compared it to every other alternative. They routinely
met without me. They routinely talked with the management team,
with the auditors.
Open debates, open doors, and open access make all teams more
effective, and these fundamentals should be as much a part of the
boardroom as anywhere else. Of course, processes and controls and
regulations can, and should, play an important role. But it is how we
conduct ourselves in our companies and our boardrooms that will have
more lasting impact than the certification we sign.
And if the fundamental DNA of the shop floor and the boardroom
are the same, then policies and practices must be aligned and consis-
tent and equitable from top to bottom, and bottom to top.
Nowhere is this more true than pay. At HP, this has been a long-
standing practice. When employees forgo a bonus in the tough times
of the last few years, everyone forgoes one. No one is eligible for a raise
until everyone is eligible.
If open doors and open access and open dialogue are part of the
fundamental DNA of effective groups, so are the principles of equity,
consistency, and alignment. And once again, these fundamentals must
apply in the boardroom as surely as on the shop floor.
I want to close on a final point. I mentioned balancing the needs of
employees, customers, shareowners, and communities. And I believe
communities belong as equal members in the balanced equation that
management teams are responsible for.
32 Chapter 2
In this day and age, we are not just corporate citizenswe are global
citizens. With global reach must come global responsibility. We live in
a world today where there is more prosperity than ever beforebut
its also a world where two billion people are living on less than two
dollars a day; where 130 million children will never go to school; where
one in five people has never had a clean glass of water. If we learned
anything on September 11th, we learned that a global economy that is
creating prosperity for millions will not be sustainable if billions of
people feel they have no stake in it.
There has never been a time when corporations have had the reach,
the resources, the knowledge, and the expertise to make a difference
that we do today. Now, more than ever, corporate leaders have an
opportunity to redefine the role of the corporation on a world stage
to leverage our ability to improve the lives of people, communities, and
nations.
On one hand, it means being good global citizens, maintaining high
standards and setting a good example in areas like the environment,
ethics, labor, and human rights. On the other, it means being part of
the communities in which we do business.
Too often, corporations look at disparities in the developing world
and ask two fundamental questions: first, how do we use our money
to provide people with the resources they need to make a difference?
or second, how do we use our talents to make sure citizens in the devel-
oping world have the training to use the technology or equipment we
provide once theyve got it?
Thats what traditional philanthropy has been aboutbut if we have
learned anything in this new global economy, we have learned that tra-
ditional philanthropy is no longer enough. In asking those two ques-
tions, we rarely take a leap to a fundamental third question, which is:
How do we engage their talents? How do we engage local citizens in
local communities in the developing world to learn whats important
to them, and what goals they hope to achieve?
I think we in the multinational community rarely ask local citizens
what they think and what they needeither because the market share
hasnt been there, or the profit motive hasnt been there. But if we never
make the leap to that third question, corporations leave off the table
those very assetsour ability to invent locally relevant products, our
project management skills, and our ability to set goals and meet them
that make us most relevant. The truth is, financial capital alone is not
the greatest wealth multinationals can bring to the developing world
it is human capital. It is experience and knowledge, and the ability to

transmit that into capacity building. Especially at a time when the
challenges are so great, we need to apply all of our best talents to
solving those problems.
But that cant happen if multinationals remain faceless entities from
far-away places. It can only happen if corporations engage local citi-
zens in the developing world in the places where they live and work.
HP, and other companies, are working to create a new model of
involvement, one that taps more deeply into the things we do best.
Instead of simply committing resourceslike computers or printers
and wishing them well, we are committing some of our best talent to
underdeveloped communities from East Palo Alto to Kuppam, India
to South Africa; putting our people in place for up to three years and
charging them with working with local citizens to set goals and create
solutions for the challenges the community prioritizes. In the process,
were working hand in hand with local governments, NGOs, and
humanitarian organizations. This isnt about imposing solutionsits
about listening to the needs of the community and helping them
acquire the tools they need to make their own goals and dreams come
true.
Why do it? This is not an argument for compassion; its an argument
for enlightened self-interest. First, because of the security dimension
poverty anywhere undermines stability everywhere. Second, because
if we look beyond the next quarter or two, particularly for an industry
where only ten percent of the world is in a position to buy our prod-
ucts, we have to acknowledge that many of the ideas and markets of
the future will come from the developing world.
But our ability to make a difference abroad starts with integrity here
at home. The good news is that for all the trouble our economy and
our country have been through the past year, our economyand our
system of free enterpriseremains the strongest in the world.
American capitalism has shown a remarkable ability to react, recover,
adapt, evolve, and triumph over change. And lets remember:
American capitalism is not some unseen force. It is usall of us. As
Senator Joe Lieberman has said, the force thats kept America strong
for two centuries is not the hidden hand, but the credible handshake.
No one of us alone can restore faith in the market. This is a challenge
that all corporations sharewhich is why I believe its up to all of us,
as corporate leaders, to solve. To me, the important thing is to under-
stand that good corporate governance is not something that is being
34 Chapter 2
done to us. It is not something being foisted upon us. The values we are
being asked to live by today are the same values we used to build the
greatest economy on earth.
The values we are being asked to live by are the same fundamental
values we know we must act upon every day to build effective teams
and companies.
As the regulations and investigations mount, as our lawyers and
auditors focus on our compliance, lets focus on these fundamentals.
Because there simply is no substitute.
Discussion
Q. The general public doesnt see a difference between corporate fraud and
excessive executive compensation. Where do you draw the line between these
two issues?
A. I understand why the public doesnt see a distinction. If it is diffi-
cult to justify CEO compensation based on the value that they provide,
then they are taking money out of the shareholders pockets. That is
why consistency, equity, and alignment are so important. Employees
must be able to understand why they get paid what they do compared
to what the CEO gets paid. That is why at HP we have the concept of
total rewards. This includes base pay, benefits, bonuses, and long-term
equity. We have the same structure from the CEO right down to the
first-level employee. Everyone has to be able to see this and understand
it so they can draw this line for themselves.
Q. Contemporary CEOs are expected to forecast quarterly earnings without
sacrificing long-term profitability and growth. In the current environment, a
CEO who manages quarterly earnings risks the accusation of being deceptive
and one who fails to manage long-term growth is labeled incompetent. How
does the CEO set and meet targets without managing earnings?
A. There is some conflict and it is also true that Wall Street is talking
out of both sides of its mouth. It is virtually impossible in turbulent
times like these to always land a plane on a dime. So companies will
sometimes miss a target. Thats a fact. And it is also a fact that there
are temptations, there are choices that can be made every quarter to
manage the numbers and those choices simply have to be walked away
from. No amount of regulation can substitute for integrity.
Let me give you a personal example. I can remember missing the
target in the fourth quarter of 2000. The truth is, we could have made
that quarter but it was the wrong thing to do. The pressures that arose
when we missed that quarter were intense, including calls for my
resignation. But the truth is, we are responsible for managing the
company, not the media, not the analysts, not even the shareholders.
That is why it is important to remember that the CEOs job is not to
safeguard a quarter but to safeguard the company to provide sustain-
able value for decades to come, not just for quarters.
Q. How do you measure the long-term success of the company?
A. You have to measure it in a variety of ways. Just as financial indi-
cators are a lagging measure of success, there are some leading indica-
tors. One of the leading indicators we use is total customer experience.
We believe this is a leading indicator of whether customers will con-
tinue to purchase things from us in the future. And that is a predictor
of future success.
In a technology company, it also means deciding how much R&D
spending to invest in projects that will only pay off a few years down
the road. Shareholders who are interested in the underlying value
of the assets they own, not those who just are interested in the change
in the value of the currency, expect managers to do their job. Im not
talking about those shareholders only interested in the value of the
currency. Those who value the assets know that it is managements job
to balance the short and long term. When I go and talk to those share-
holders, I find that they ask as many questions about the long term as
the short term.
Q. Are analysts a positive or negative factor?
A. Some help and others do not. One of the curious things about all
the current debate is frankly a lack of accountability among the media
and financial community for failing to also take responsibility for
creating the dot.com bubble. I think it would be a good idea if some
in the financial community and in the financial media also raised their
hand and said, yes, we were also pushing the stock prices up by
saying to the people ignore the fact that there wont be any profits for
the next five years.
Q. What is your view of the division of the respective responsibilities of the
board and management?
A. I have talked about the need for boards to operate on the principle
of open access and dialogue. Some people ask, wont this lead to the
board taking over the job of management? I honestly dont think so. It
36 Chapter 2
is clearly the boards job to oversee management and to reinforce man-

agement for doing their jobs in the right way. But I also think that that
oversight responsibility is impossible unless board members have the
information needed to know what is really going on. And what is really
going on is not completely reflected in the beautiful power point slides
presented in boardrooms. What is really going on is what managers
really think, what customers really think, and what managers say when
they talk in the hall outside the board meetings and have a chance to
tell a board member how things are really going.
Q. A related question is about the composition of the board, particularly in
light of the new responsibilities and potential liabilities. Is this an issue that
affects whom you can attract?
A. I think it is an issue. While there is an upside to all the scrutiny and
controls, and there are upsides, there will be a downside if in the end
they create an overly risk-averse climate. After all, the business of busi-
ness is taking prudent risks. Board members are worried about the
amount of time, the administrative trivia, and the liability involved.
This makes it all the more essential for potential board members to ask
how the board will operate and whether they will have access to the
information they need.
3 Globalization
3.1 The Promise and Perils of
Globalization: The Case of
Nike
Richard M. Locke
How should global corporations behave in the new international world

order? What constitutes good corporate citizenship when the stake-
holders are diverse and dispersed around the globe and where no clear
or consensual rules and standards exist? These questions shape the
behavior of most multinational corporations (MNCs) today. Although
multinationals are eager to pursue the opportunities of increased global
integration, they are more and more aware of the reactions which
their strategies induceboth at home and abroad. Thus, they tread
warily, lacking clear and agreed-upon definitions of good corporate
citizenship.
Through a case study of Nike, Inc.a company that has come to
symbolize both the benefits and the risks inherent in globalization
this paper examines the various difficulties and complexities compa-
nies face as they seek to balance both company performance and good
corporate citizenship in todays global world.
This paper is divided into three parts. First, it examines current
debates over the basic conception of corporate citizenship. Second, it
analyzes the evolution of Nikes global strategies, illustrating how this
particular company has redefined its understanding of corporate citi-
zenship in the light of the challenges and opportunities it has faced.
The paper concludes by pondering the more general lessons this case
study may have for management education and business strategy in
the future.
Corporate Citizenship in a Global Economy
The issue of corporate citizenship and the role of corporations in society

have been debated for centuries. The debates move through various
waves of intensity, often provoked by revelations of corporate scandals
40 Chapter 3
and/or problems arising from various business practices (e.g., product

safety and labor relations during the Industrial Revolution, defense-
related corruption scandals in the 1970s, and accounting abuses and
the impact of globalization today). Notwithstanding this long history,
and the fact that each year dozens of articles on this topic are published
and numerous prizes for corporate social responsibility are awarded,
there exists no agreed-upon definition of corporate citizenship. In fact,
both in the literature and in the more general corporate social respon-
sibility movement, there coexist alternativesometimes even compet-
ingconceptions of what constitutes good corporate citizenship, why
it is important, and how it should be implemented.
Alternative Models of Corporate Citizenship
Although the literature on corporate citizenship (sometimes referred

to as corporate social responsibilityCSR) is extensive and contains
many subtle distinctions, it can be divided among four highly stylized
models: (1) minimalist, (2) philanthropic, (3) encompassing, and (4)
social activist conceptions of corporate citizenship. These four models
differ both in terms of the supposed beneficiaries of corporate action
(shareholders vs. broader societal stakeholders) and in the motivation
behind these actions (instrumental vs. moral/ethical). (See table 3.1.1.)
The more traditional or minimalist conception of corporate citizen-
ship was perhaps best articulated by the economist Milton Friedman.
According to Friedman, the social responsibility of business is to
increase the wealth of its shareholders (1970). In other words, the sole
responsibility of business is to those who have invested capital in the
company. By maintaining a singular focus on wealth creation, busi-
nesses will promote efficiency and achieve optimal economic perfor-
mance, which in this view is the ultimate good that a business can do
for society. Of course, corporations should not violate laws or engage
Table 3.1.1
Alternative models of corporate citizenship
Motivation
Instrumental Moral/ethical
Beneficiaries Shareholders Minimalist Philanthropic

Stakeholders Encompassing Social activist
Globalization 41
in any irregular activities that could harm the wealth of shareholders,

but any attempt to incorporate social goals into core business activities
will, according to this conception, lead to inefficiencies. Moreover,
given that most managers do not have expertise in the area of social
responsibility, engaging in these activities will simply distract them
from their primary fiduciary responsibility, which is to protect and
promote shareholder wealth.
The philanthropic model is an extension of this traditional view.
Although it, too, is concerned primarily with the optimization of effi-
ciency and shareholder wealth, it does recognize that individual man-
agers, shareholders, and sometimes even companies can, at times,
engage in various philanthropic activities. However, these activities are
seen not as important or even related to core business activities, but
rather as motivated by various moral or ethical concerns.
A more inclusive stakeholder view of the corporation underlies the
third, more encompassing model of corporate citizenship. According to
this view, management is responsible not solely to shareholders but
also to other groups (e.g., employees, consumers, creditors, suppliers,
and local communities) that may be affected by the companys prac-
tices. Therefore, managers must consider the interests of these other
groups when making decisions. Some proponents of this approach
contend that corporate responsiveness to a wide constellation of stake-
holders enhances the resiliency of the firm in the face of external threats
(Freeman 1984 in Brummer 1991). This, in turn, promotes the long-term
survival of the firm. Others argue that company engagement in broader
societal issues directly increases company profitability and hence
shareholder wealth.1 Thus, according to this third model of corporate
citizenship, corporate behavior may be directed toward a wider con-
stellation of actors, but it is nonetheless instrumental, geared toward
maximizing benefits to this broader (albeit still limited) group.
The social activist view of corporate citizenship, the fourth model,
extends the boundaries of supposed beneficiaries beyond those groups
directly affected by company decision-making and toward society at
large. According to this view, corporations should act to enhance
broader societal goals and not merely to benefit a more restricted
number of shareholders and/or stakeholders. Corporations should act
not merely out of instrumental concerns but rather out of moral or even
1. See Elizabeth Murphy, Best corporate citizens have better financial performance,
Strategic Finance, January 2002.
42 Chapter 3
ethical considerations. In fact, because corporations are usually pow-

erful and wealthy actors in society, they have a moral obligation to act
in a way that aids their less fortunate fellow citizens.
Of course, there are many other, more subtle views of corporate
citizenship. (See the references for a sampling of other views.) The
point here is not to provide a comprehensive review of the literature
on corporate citizenship but rather to highlight the existence of signi-
ficant divergent opinions about several key dimensions of this issue,
including:
1. The role of management: Should managers behave solely to enhance

shareholder wealth? Or should they act to benefit other groups (both
within and outside the firm) as well? Do managerial responsibil-
ities extend beyond what is required either by law or contractual
obligation?
2. The relation to profit: Should corporate decision-making be driven
solely by economic considerations? Or are other (social) factors equally
important? How does one measure and account for these other con-
siderations? Is there an economic benefit to being a good corporate
citizen?
3. The realm of responsibility: Are corporations responsible for only the
direct effects of their decisions and strategies or also the indirect effects?
What are the boundaries or limits of these responsibilities?
Globalization
The debates surrounding competing conceptions of corporate citizen-

ship have become more complex and heated as a result of globaliza-
tion. During the last two decades of the twentieth century, global trade
and global capital mobility increased dramatically. For example, trade
among the industrial democracies grew at almost twice the rate of total
economic output during the 1970s and 1980s.2 Whereas global trade
amounted to about one-third of total world output in the early 1970s,
it approached 45 percent in 1995. Intra-industry trade, an indication
of competition within similar product markets, far outstripped
interindustry trade, thus heightening competition among producers for
similar markets. At the same time, world trade became progressively
2. Geoffrey Garrett, Partisan Politics in the Global Economy (Cambridge University Press,
1998), p. 51.
Globalization 43
less dominated by exchanges within the OECD nations, since various

newly industrialized countries (e.g., South Korea, Singapore, Brazil,
Mexico, India, and China) increased their exports after the oil crisis of
the 1970s. A recent study by the World Bank shows that 24 developing
countries, home to about 3 billion people, increased their integration
into the world economy since 1980. Manufactures rose from less than
25 percent of developing country exports in 1980 to more than 80
percent in 1998.3 As a result, these countries achieved higher growth in
per capita incomes (on average 5 percent growth), longer life expectan-
cies, and better schooling.4
Financial integration and movement of capital across borders also
increased dramatically in these years. For example, international bank
lending grew from around $200 billion in 1973 to almost $4 trillion in
1992.5 Although the raw numbers on international capital flow are stag-
gering, some economists, including those working at the International
Monetary Fund, believe that the best indicator of capital mobility is the
existence of government restrictions on international capital move-
ments. In the early 1970s, less than 15 percent of countries had no
capital controls. By the mid-1990s, about 30 percent of countries had
removed controls on capital mobility.6 This trend continued through-
out the decade.
This increased flow of trade and capital, as well as the dramatic
improvements in information, communication, and transportation
technologies, has opened up all sorts of opportunities for MNCs to
invest in or source from lower-cost developing countries. Yet these
opportunities are not without risk. As corporations increasingly dis-
perse parts of their value chain throughout the developing world, they
encounter a number of issues that challenge their original conceptions
of corporate citizenship. How should these corporations behave when
they are operating in several different countries, each with its own
wages, regulations, customs, and standards (or lack thereof)? What
standards should they abide by and whonational governments,
international organizations like the ILO, or the corporations
3. World Bank, Globalization, Growth, and Poverty (The World Bank, 2002), p. 5.
4. However, this same study shows that not all developing countries have benefited from
increased globalization. In fact, much of the developing world trades less today than it
did 20 years ago. This explains, in part, the growing poverty and income inequality man-
ifest in much of the developing world.
5. Garrett, Partisan Politics in the Global Economy, p. 54.
6. Richard Herring and Robert Litan, Financial Regulation in the Global Economy (The
Brookings Institution, 1995), pp. 2627.
44 Chapter 3
themselvesshould set these standards? To whom are these corpora-

tions responsible? To their shareholders and direct employees? To their
vendors, suppliers, and customers? Or even to the employees of their
third-party vendors and the local communities in which those factories
are located? What are the boundaries or limits of a corporations
responsibilities? In short, globalization has exacerbated the tensions
and debates already present within the corporate social responsibility
movement.
In order to better illustrate the complexity of these issues, we now
turn to an examination of Nike, Inc.a company that has come to sym-
bolize both the promise and the perils of globalization.
The Athletic Footwear Industry
The athletic footwear industry experienced an explosive growth in the

last two decades. In 1985, consumers in the United States alone spent
$5 billion and purchased 250 million pair of shoes.7 In 2001, they spent
over $13 billion and bought over 335 million pair of shoes.8 Although
the industry is highly segmentedby different sports, models, and
pricethe branded shoe segment is dominated by a few large compa-
nies (e.g., Nike, Reebok, and Adidas). In fact, the top 10 footwear com-
panies control over 70 percent of the global athletic footwear market
(see table 3.1.2). Since displacing Adidas in the early 1980s and Reebok
in the early 1990s, Nike has become the largest and most important
athletic shoe company in the world. (See figure 3.1.1.)
The Promise of Globalization: Nike, Inc.
Founded in 1964 through an investment of $500 each by Phil Knight

and Bill Bowerman, the company (then called Blue Ribbon Sports
BLS) has evolved from being an importer and distributor of Japanese
specialty running shoes to becoming the world leader in the design,
distribution, and marketing of athletic footwear. Nike has stated: Our
business model in 1964 is essentially the same as our model today: We
grow by investing our money in design, development, marketing and
7. Miguel Korzeniewicz, Commodity Chains and Marketing Strategies: Nike and the
Global Athletic Footwear Industry, in Commodity Chains and Global Capitalism, ed. Gary
Gereffi and Miguel Korzeniewicz (Greenwood Press, 1994), p. 248.
8. National Sporting Goods Association, 2002; www.sbrnet.com
Globalization 45
Table 3.1.2
Market share
Athletic footwear
market share 1991 1992 1993 1994 1995 1996 1997 1998 1999
Nike 22.5 25.4 24.4 22.7 27.1 32.1 35.3 N/A 30.4
Reebok 18.8 20.0 18.9 18.3 17.4 14.7 14.5 N/A 11.2
Adidas 13.6 10.0 9.3 10.3 9.9 10.2 10.3 N/A 15.5
Fila 0.9 2.1 2.7 3.0 4.1 6.0 5.7 N/A 3.9
Converse 3.4 3.5 4.0 4.2 3.3 2.7 3.2 N/A 2.2
New Balance 1.8 1.8 2.1 2.2 2.5 2.9 3.1 N/A 3.8
ASICS 4.7 5.4 5.2 4.7 4.2 3.5 3.0 N/A 2.5
Puma 4.6 3.8 4.3 3.1 2.4 2.4 2.1 N/A 2.1
Keds/Prokeds 3.0 3.9 3.9 3.0 2.4 1.9 1.5 N/A 0.0
Airwalk 0.0 0.0 0.4 1.1 1.2 1.4 1.1 N/A 0.0
Top 10 73.3 75.9 75.2 72.6 74.5 77.8 79.8 0.0 71.6
Others 26.7 24.1 24.8 27.4 25.5 22.2 20.2 28.4
Totals 100.0 100.0 100.0 100.0 100.0 100.0 100.0 0.0 100.0
Sources: HBS Case #9-299-084 Nike, Inc.: Entering the Millennium, March 31, 1999,
and Footwear News, December 27, 1999
40
35
30
Nike
25 Reebok
Adidas
20
Fila
15 Converse
New Balance
10
0
1991 1992 1993 1994 1995 1996 1997
Figure 3.1.1
Global athletic footwear market sharetop 6.
46 Chapter 3
sales and then contract with other companies to manufacture our

products.9
According to company legend, Nikes business model was devel-
oped by Knight while he attended Stanford Business School in the early
1960s. Knight realized that while lower-cost, high-quality Japanese pro-
ducers were beginning to take over the U.S. consumer appliance and
electronic markets, most leading footwear companies (e.g., Adidas)
were still manufacturing their own shoes in higher-cost countries like
the United States and Germany. By outsourcing shoe production to
lower-cost Japanese producers, Knight believed that BLS could under-
sell its competitors and break into this market. As a result, BLS began
to import high-tech sports shoes from Onitsuka Tiger of Japan. As sales
increased to almost $2 million in the early 1970s, BLS parted ways with
Onitsuka and began to design and subcontract its own line of shoes.
The Nike brand was launched in 1972, and the company officially
changed its name to Nike, Inc. in 1978.
Nike first developed a strong working relationship with two
Japanese shoe manufacturers, Nippon Rubber and Nihon-Koyo. But as
costs and prices increased in Japan over the course of the 1970s (owing
to a combination of a tighter labor market, the impact of the first oil
crisis on Japans economy, and a shift in the dollar/yen exchange rate
as a result of the so-called Nixon shock),10 Nike began to search for
alternative, lower-cost producers. During these same years, Nike
opened up its own shoe factories in Maine and New Hampshire,
hoping to develop a reliable and high-quality source to supply its
growing domestic market. At the same time, the company also began
to cultivate potential suppliers in South Korea, Thailand, China, and
Taiwan. By the early 1980s, as costs continued to increase in both Japan
and the United States, and as the Korean government created a number
of incentives to develop South Koreas footwear industry,11 Nike closed
its U.S. factories and sourced almost all of its production from Asia. In
1982, 86 percent of Nikes athletic footwear came from Korea and
Taiwan.12
9. As reported on Nikes web site, nikebiz.com

10. For more on this period, see Yasusuke Murukami, The Japanese Model of Political
Economy, in The Political Economy of Japan: Volume 1, The Domestic Transformation, ed.
Kozo Yamamura and Yasukichi Yasuba (Stanford University Press, 1987).
11. These and other government incentive programs are nicely described in Alice H.
Amsden, Asias Next Giant (Oxford University Press, 1989).
12. International Sourcing in Athletic Footwear: Nike and Reebok, HBS Case #9-394-
189, pp. 25.
Globalization 47
Over time, as South Korea and Taiwan also began to develop, costs
began to rise in these sources as well. As a result, Nike began to urge
its suppliers to relocate their operations to other, lower-cost countries.
The company worked with its lead suppliers to open up manufactur-
ing plants in Indonesia, China, and Vietnam. By guaranteeing a signi-
ficant number of orders and by placing Nike employees at these new
factories to help monitor product quality and production processes,
Nike was able to help its lead vendors establish an extensive network
of footwear factories throughout Southeast Asia.13
Today, Nikes products are manufactured in more than 700 factories,
employing over 500,000 workers in 51 countries (see table 3.1.3). Nike
has only 22,658 direct employees, the vast majority of them working in
the United States.14 Over the years, Nike has broadened its product
range. Whereas in 1980, Nike sold 175 different styles of shoes,15 it
offered 772 different styles in its spring 1990 collection and almost 1,200
different styles in its spring 2000 collection.16 Nike has also moved into
other sectors (apparel and sports equipment) and expanded its sales
beyond the United States into Europe, Latin America, and Asia. (See
appendix A.) In 2001, the company made about $9.5 billion in revenues,
of which 59 percent came from footwear sales and 29 percent from
apparel.
Important differences exist among the sectors in which Nike com-
petes. Although still primarily known as a footwear company, only 6817
out of its 736 suppliers are producing shoes. Most of these suppliers
are located in Asia. (See appendix B.) In contrast, Nike apparel prod-
ucts are manufactured in 579 factories distributed throughout the
world. These differences are due both to the rules governing interna-
tional trade in the two industries and to the underlying nature of these
industries (footwear factories are usually large, capital-intensive facil-
ities, whereas garment factories are usually smaller, easy to set up, and
extremely labor-intensive operations). Whereas footwear quotas were
13. For more on the evolution of Nikes strategy, see Nike (A), HBS Case #9-385-025;
International Sourcing in Athletic Footwear: Nike and Reebok, HBS Case #9-394-189;
and J. B. Strasser and Laurie Becklund, Swoosh: The Unauthorized Story of Nike and the Men
Who Played There (Harper Business 1991).
14. Nike, Corporate Responsibility Report, FY 2001, p. 1.
15. This includes different color combinations of shoes.
16. These figures come from various Nike catalogs. We thank Jody McFarland for
helping us obtain these data.
17. Twenty of these footwear suppliers manufacture shoes for Cole Hann, a Nike sub-
sidiary. Thus, only about 50 suppliers are manufacturing Nike brand shoes.
Table 3.1.3
Regional and product distribution of suppliers
Country # of factories Apparel Equipment Footwear # workers
Albania 1 1 0 0 200
Belarus 1 1 0 0 70
Argentina 4 3 0 1 436
Australia 11 9 2 0 400
Bangladesh 4 3 1 0 14,120
Brazil 9 3 1 5 5,488
Bulgaria 4 4 0 0 881
Cambodia 2 2 0 0 2,021
Canada 21 20 1 0 2,300
Chile 1 1 0 0 100
China 74 35 22 17 175,960
Dominican Rep 5 4 1 0 3,995
Ecuador 1 1 0 0 353
Egypt 3 3 0 0 600
El Salvador 8 8 0 0 4,044
Germany 2 2 0 0 30
Greece 19 19 0 0 5,300
Guatemala 2 2 0 0 816
Holland 3 3 0 0 81
Honduras 5 5 0 0 2,438
Hungary 1 1 0 0 1,650
India 23 19 1 3 16,071
Indonesia 30 16 3 11 104,514
Israel 3 1 2 0 2,157
Italy 12 8 2 2 5,000
Japan 6 2 4 0 1,500
Korea 49 31 10 8 4,000
Laos 2 2 0 0 2,452
Lithuania 1 1 0 0 45
Macau 3 3 0 0 500
Macedonia 1 1 0 0 215
Malaysia 42 41 1 0 8,044
Micronesia 2 2 0 0 672
Mexico 41 39 0 2 12,258
Morocco 2 2 0 0 1,274
New Zealand 1 1 0 0 50
Pakistan 3 2 1 0 9,880
Peru 4 4 0 0 5,286
Phillippines 22 18 4 0 9,400
Portugal 23 23 0 0 1,872
Romania 3 3 0 0 2,900
Singapore 2 2 0 0 300
South Africa 2 2 0 0 660
Sri Lanka 16 16 0 0 10,286
Taiwan 35 24 7 4 15,600
Thailand 62 42 11 9 47,962
Turkey 16 15 1 0 7,944
UK 5 5 0 0 814
USA 131 117 14 0 13,369
Vietnam 12 7 0 5 43,414
Zimbabwe 1 0 0 1 7,000
Total 736 579 89 68 556,722
Source: Nike, Corporate Responsibility Report, FY 2001

Globalization 49
eliminated by the mid- to late 1980s (leading to a consolidation of the

industry), trade in garments is still very much shaped by the existence
of quotas (e.g., the Multi-fiber Agreement).18 In 2005, according to the
World Trade Organization (WTO) Agreement in Textile and Clothing,
quotas in garments produced in WTO member states should also end.
At present, neither Vietnam nor Cambodia are WTO members, and
thus quotas will remain in place after 2005.
These industry differences have a significant impact on the kinds of
relationships that Nike can develop with its various suppliers. For
example, in footwear, Nike has been able to develop long-term rela-
tions with several large South Korean and Taiwanese firms. With some
of these firms, Nike designers create new footwear designs and styles
for upcoming seasons and then relay them via satellite to suppliers,
who in turn develop the prototypes. Once these prototypes are
approved, these lead suppliers fax the product specifications to their
various plants throughout Southeast Asia, where production can take
place almost immediately. This level of trust and coordination facili-
tates both production and (usually) compliance activities for Nike. In
apparel, given short product cycles and volatile trends, the situation is
completely different. Nike works with numerous suppliers, most of
whom are also working for other (often competitor) companies. Given
that different apparel suppliers specialize in particular products or
market segments, shifts in consumer preferences or fashion trends
could translate into very short-term contracts with and/or limited
orders from Nike. This alters both the level of influence which Nike has
with these suppliers as well as Nikes ability to monitor regularly the
production processes and working conditions of these factories.
The Perils of Globalization: Wages, Working Conditions, and the

Rise of the Anti-Nike Movement
The same factors that permitted Nike to grow at an impressive rate

over the last several decadestaking advantage of global sourcing
opportunities to produce lower-cost products and investing these
savings into innovative designs and marketing campaignshave also
created serious problems for the company in recent years. Already
in the 1980s, Nike had been criticized for sourcing its products in
18. For a fascinating discussion of the impact of quotas on the international apparel
industry, see David Birnbaum, Birnbaums Global Guide to Winning the Great Garment War
(Hong Kong: Third Horizon Press, 2000).
50 Chapter 3
factories/countries where low wages, poor working conditions, and

human rights problems were rampant. However, over the course of the
1990s, a series of public relations nightmaresinvolving underpaid
workers in Indonesia, child labor in Cambodia and Pakistan, and poor
working conditions in China and Vietnamcombined to tarnish Nikes
image. As Phil Knight lamented in a May 1998 speech to the National
Press Club, the Nike product has become synonymous with slave
wages, forced overtime, and arbitrary abuse.19
How Nike, a company associated with both athleticism, health and
fitness, and innovative marketing and design, became the poster child
for the antiglobalization movement provides an interesting window
into the potential risks and problems which globalization creates for all
multinational corporations. In what follows, we will not provide a com-
prehensive review of the various abuses of which Nike and its suppli-
ers have been accused in recent years. Instead, we will examine three
anecdotal illustrations of the kinds of problems the company has
confronted.
Low Wages in Indonesia20
In the early 1990s, Nike products were being manufactured in six

Indonesian factories, employing more than 25,000 workers. Four of
these factories were owned by Nikes Korean suppliers. As Nikes pres-
ence in Indonesia increased, the factories supplying its products (about
6 million pairs of shoes per year) came under greater scrutiny. Reports
by a variety of NGOs and labor activists claimed that these plants were
rife with exploitation, poor working conditions, and a range of human
rights and labor abuses. Many Indonesian shoe factories did not even
pay the minimum daily wage (at the time, 2,100 rupiah/day or about
$1). They petitioned the Indonesian government for exemptions to the
legal minimum wage, claiming it would cause them hardship to
pay. According to official Indonesian government calculations, this
minimum daily wage only covered 70 percent of the basic needs of one
19. Quoted in Hitting the Wall: Nike and International Labor Practices, HBS Case
#9-700-047.
20. This section relies heavily on International Sourcing in Athletic Footwear: Nike and
Reebok, HBS Case #9-394-189, Hitting the Wall: Nike and International Labor Prac-
tices, HBS Case #9-700-047, and Nike: Whats It All About? electronic memo, Global
Exchange, 1999.
Globalization 51
individuallet alone a family. Nikes South Korean suppliers were

seen as especially stingy with wages and abusive to local workers. One
worker at Nagasakti Para Shoes, a Nike contractor, said that she and
other Indonesians were terrified of their South Korean managers:
They yell at us when we dont make the production quotas, and if we
talk back they cut our wages.21
The plight of workers in these factories became publicized through
the skillful use of media by several NGOs. Jeff Ballinger, founder of
Press for Change (but at the time employed by the Asian-American
Free Labor Association, a branch of the AFL-CIO), spent nearly four
years in Indonesia, exposing low wages and poor working conditions
in factories producing Nike goods. In 1993, CBS aired a report featur-
ing Ballinger, about workers struggles at Nikes Indonesian suppliers.
In 1994, harsh criticism of the companys practices appeared in an array
of different publications: the New Republic, Rolling Stone, the New York
Times, Foreign Affairs, and the Economist.
At first, Nike managers sought to ignore or deflect these criticisms.
They argued that the Indonesian factories were owned and operated
by independent contractors, not by Nike. Nikes vice president for Asia
at the time claimed that Nike did not know the first thing about man-
ufacturing. We are marketers and designers. The companys general
manager in Jakarta also argued, They are our subcontractors. Its not
within our scope to investigate [allegations of labor violations].22 But
by the mid-1990s, Nike instructed its Indonesian contractors to stop
applying for exemptions to the legal minimum wage. In April 1999,
after the Indonesian government raised minimum wages to 231,000
rupiah/month (then about $26), Nike announced that it would raise
wages for workers employed by its suppliers above the legal minimum
wage, to between $30 and $37.50 per month.
Child Labor in Pakistan23
The city of Sialkot, Pakistan, is home to a cluster of small- and medium-

sized firms specializing in an array of labor-intensive, export-oriented
21. International Sourcing in Athletic Footwear, p. 5.

22. International Sourcing in Athletic Footwear, p. 6.
23. This section draws heavily on Khalid Nadvi and Sajid Kazmi, Global Standards and
Local Responses, unpublished manuscript, Institute for Development Studies, Sussex,
United Kingdom, February 2001.
52 Chapter 3
goods, including hand-stitched soccer balls. About 70 percent of the

worlds high-quality soccer balls are produced in Sialkotmany of
them for leading brands like Reebok, Nike, Mitre, and Adidas. About
a dozen local firms dominate employment and production in the local
sports goods cluster. In addition, a wide range of subcontractors and
specialist input suppliers also work in the area. Home work is also
common in this region.
In June 1996, Life magazine published an article on child labor in
Pakistan that included a photo of a 12-year-old boy stitching a Nike
soccer ball. This article and its accompanying photo unleashed another
wave of criticism against Nike and a call by various consumer groups,
trade unions, and NGOs to boycott Sialkot-produced soccer balls.
According to Maria Eitel, vice president and senior advisor for cor-
porate responsibility at Nike, this represented a critical event for the
company in terms of its understanding of globalization, international
labor standards, and corporate responsibility.
According to Dusty Kidd, vice president for compliance at Nike,
Nike was already working with Saga, its supplier, to eliminate home
work and produce soccer balls in more centralized stitching centers.
But the impact of the Life magazine article was nonetheless devastat-
ing for Nikes brand image. Today, Nike sources soccer balls only from
Sagas 12 stitching centers. In response to the wave of criticism gener-
ated by this episode, the Sialkot Chamber of Commerce and Industry
signed the so-called Atlanta Agreement with the ILO, UNICEF, and
several leading sports goods associations to implement a program to
eliminate child labor from the soccer ball sector. As a result of the
Atlanta Agreement, the ILOs International Program for the Elimina-
tion of Child Labor (IPEC) arrived in Sialkot to monitor local soccer
ball producers and to provide various social protections, training, and
other income-generating activities for families whose children used to
work in stitching plants. Nike insists that any of its contractors caught
employing child workers must remove the child from the factory, con-
tinue to pay the childs wages, and pay for the childs school fees until
he/she reaches legal working age. Yet, notwithstanding the arrival of
IPEC and Nikes new child labor policies, the ILO reports that many
local employers continue to use children in their stitching centers and
that in response to increased monitoring of standards in Sialkut, some
soccer ball production has moved to other nearby but less regulated
areas of Pakistan.
Globalization 53
Health and Safety Problems in Vietnam24
In November 1997, an Ernst and Young audit of one of Nikes South

Korean subcontractors, the Tae Kwang Vina Company operating in
Vietnam, was leaked to an NGO called Transnational Resource and
Action Center (TRAC, later renamed CorpWatch). At that time, Tae
Kwang Vina employed over 9,000 workers and produced more than
400,000 pairs of Nike shoes per month. The Ernst and Young audit,
commissioned by Nike, reported serious health and safety problems at
the Tae Kwang Vina plant. Toluene concentrations were said to exceed
between 6 and 177 times acceptable standards in certain sections of the
plant. (Toluene is a chemical solvent that is known to cause central
nervous system depression, damage to the liver and kidney, and
various skin and eye irritations.) The report also claimed that chemical
releases in the plant had caused numerous cases of skin and heart
disease, and that respiratory ailments, owing to excess dust, were
rampant in other areas of the factory. According to the report, personal
protective equipment was not provided at the factory, and working
conditions and work hours at the plant were in violation of Nikes code
of conduct.
News of this report, which appeared in the New York Times and other
leading newspapers, ignited another wave of indignation over Nikes
relations with its suppliers. This incident was particularly damaging
for Nike since the report came from Ernst and Young, a leading
accounting and consulting firm that Nike had hired to audit its sup-
pliers factories. In addition, the Tae Kwang Vina factory had been one
of the factories former Ambassador to the U.N. Andrew Young had
visited previously, as part of a study tour of Nike suppliers sponsored
by the company. In his report on Nikes suppliers, Young did not
mention the serious health and safety issues at the plant.25 In short,
this episode was more than simply another example of poor work-
ing conditions at one of Nikes suppliers plants; it called into question
the companys honesty about and commitment to labor and
environmental/health standards.
24. This section draws heavily on Dara ORourke, Smoke from a Hired Gun: A Critique
of Nikes Labor and Environmental Auditing in Vietnam as performed by Ernst and
Young, CorpWatch, November 10, 1997.
25. The Young Report on Nikes suppliers has been severely criticized as limited and
biased by an array of different NGOs.
54 Chapter 3
These three events, combined with the numerous others that were
reported in the press, created a major public relations problem for Nike.
(Appendix C traces the number of negative articles about Nike that
appeared in major publications.) Increasingly, labor and environmen-
tal problems at Nikes suppliers factories were becoming a major
problem for Nike itself. These events made Nike a target for the
antiglobalization and antisweatshop movements. Several NGOs
decided to focus most of their attention on Nike and the various prob-
lems found among its suppliers. Web sites focusing solely on Nike and
its alleged abuses appeared on the world wide web and were used by
NGOs and various activist groups to share information, coordinate
protests, and further embarrass the company.26
Consumer and labor groups organized boycotts of Nike goods and
pickets at Nike shops. Under pressure from several student groups,
some universities cancelled their orders with Nike to produce colle-
giate athletic products. As a result of these various activities, the
companys hard-earned image began to tarnish.
Nikes Response: Learning to Become a Global Corporate Citizen27
At first Nike managers refused to accept any responsibility for the

various labor and environmental/health problems found at their sup-
pliers plants. Workers at these factories were not Nike employees, and
thus Nike had no responsibility towards them. By 1992, this hands-off
approach changed as Nike formulated a Code of Conduct for its sup-
pliers that required them to observe some basic labor and environ-
mental/health standards. Potential suppliers for Nike were obligated
to sign this Code of Conduct and post it in their factories. Critics have
charged that Nikes Code of Conduct is a minimal response and not
fully enforced. Posting the code in factories where most employees are
functionally illiterate and/or do not possess the power to insist on its
implementation is simply window dressing, critics claim. Nonetheless,
26. See, for example, Oxfams NikeWatch Campaign, the Clean Clothes Campaigns
Nike Case, Press for Changes nikewages.org, and the Global Exchanges Nike:
Whats It All About? All can be found on the various web sites of these organizations.
B. J. Bullert, an anti-Nike activist, has written a fascinating paper on the anti-Nike cam-
paign by various NGOs. See B. J. Bullert, Strategic Public Relations, Sweatshops and
the Making of a Global Movement, Working paper #2000-14, Shorenstein, Center on the
Press, Politics and Public Policy.
27. This section is based on interviews with several Nike managers in July 2002. See
appendix D for a list of interviewees.
Globalization 55
the evolution of this document indicates that Nike is seeking to address

several of the most serious problems found in its suppliers plants. (See
appendix E for the latest version of this code.) Since 1998, Nike has
increased the minimum age of footwear factory workers to 18 and all
other workers (in apparel, equipment) to 16. It has also insisted that all
footwear suppliers adopt U.S. Occupational Safety and Health Admin-
istration (OSHA) standards for indoor air quality. In fact, a quick
review of some of Nikes recent efforts in the area of labor and envi-
ronmental/health standards shows that the company is serious about
doing the right thing.
New Staff and Training
In response to the growing criticisms, Nike created several new depart-

ments (e.g., Labor Practices [1996], Nike Environmental Action Team
[NEAT] [1993]), which, by June 2000, were organized under its Corpo-
rate Responsibility and Compliance Department. In 2001, in an effort
to strengthen the links between production and compliance decisions,
the compliance department was moved into the apparel division.
Today, Nike has 85 people specifically dedicated to labor and environ-
mental compliance and all located in countries where Nike products
are manufactured. These employees visit suppliers footwear factories
on a daily basis. In apparel, given the much larger numbers of suppli-
ers, Nike managers conduct on-site inspections on a weekly or monthly
basis, depending upon the size of the firm. In addition to its corporate
responsibility and compliance managers, Nike has about 1,000 pro-
duction specialists working at or with its various global suppliers. All
Nike personnel responsible for either production or compliance receive
training in Nikes Code of Conduct, labor practices, cross-cultural
awareness, and in the companys Safety, Health, Attitudes of Manage-
ment, People Investment and Environment (SHAPE) program. The
company is also developing a new incentive system to evaluate and
reward its managers for improvements in labor and environmental
standards among its supplier base.
Increased Monitoring of Its Suppliers
In recent years, Nike has pushed its suppliers to obey standards

through increased monitoring and inspection efforts. For example, all
potential Nike suppliers must undergo a SHAPE inspection, conducted
56 Chapter 3
by Nikes own production staff. The SHAPE inspection is a pre-

liminary, preproduction inspection of factories to see if they meet
Nikes standards for a clean and healthy workplace, respectful labor-
management relations, fair wages and working conditions, and
minimum working age. After this initial assessment, labor practices are
more carefully audited by Nikes own labor specialists as well as by
outside consultants like PriceWaterhouseCoopers (PWC). This second
audit looks more carefully at the companys wages, use of overtime,
availability of benefits, and age of its employees. In addition to the
SHAPE and labor practices audits, all factories are evaluated by Nikes
production personnel on a range of issues such as quality, flexibility,
price, delivery, technical proficiency, managerial talent, and working
conditions. The goal of these various inspections and audits is to sift
through Nikes vendor base and retain only those who meet not only
price, quality, and delivery expectations but also labor and environ-
mental health standards.
Nike is currently developing a grading system for all of its suppli-
ers. It will use the system to determine future orders and thus create a
strong incentive among its suppliers to improve working conditions.
Nike is also exploring new incentive schemes that will reward good
corporate citizenship among both its suppliers (again through in-
creased and more value-added orders) and its own managers. Nike
managers responsible for supplier factories that show improvement
in labor practices and health and environmental standards will be
rewarded in still-to-be-defined ways. In addition to its own internal
inspections, Nike suppliers are regularly audited by external firms like
Ernst and Young, PWC, and various accredited nonprofits (e.g., Verite)
that specialize in this work.
Relations with International and Nonprofit Organizations
In addition to developing internal expertise and capacity in the area of

standards and corporate responsibility and working with its own sup-
pliers to improve their performance in these areas, Nike has been active
in founding and/or supporting an array of different international and
nonprofit organizations, all aimed at improving standards for workers
in various developing countries. For example, Nike is actively involved
in the United Nations Global Compact. As Secretary General Kofi
Annan noted in chapter 2, the Global Compact seeks to promote
corporate citizenship among multinational companies. Companies
Globalization 57
seeking to join the Global Compact adhere to a set of core standards

in human rights, labor rights, and environmental sustainability. They
engage in a variety of activities aimed at improving these standards
in the countries where the MNCs operate. Nike is also a founding
member of the Global Alliance for Workers and Communities, an
alliance of private, public, and nonprofit organizations that seeks to
improve workplace conditions and improve training opportunities for
young workers in developing countries. Other members of the Global
Alliance include The Gap, Inc., the MacArthur Foundation, and the
World Bank. Finally, Nike is active in the Fair Labor Association (FLA,
formerly the Apparel Industry Partnership). Initiated in 1996 by Pres-
ident Clinton, the FLA is an American nonprofit organization that seeks
to bring together various industry stakeholders to develop a common
set of standards and to monitor these standards around the world.
Although the FLA has experienced controversy, including the defection
of its union affiliates, it has recently begun to sponsor independent
audits of the factories supplying its members.
These various activities have begun to produce some significant
changes among Nike suppliers. For example, as a result of its various
inspections, audits, and internal research, Nike has been able to virtu-
ally eliminate the use of petroleum-based chemicals in its footwear
production. This is something even the companys critics acknowl-
edge.28 Nike has taken the initiative in organizing an industry-wide
organic cotton consortium and is making major strides in improving
working conditions among its various suppliers.29 Of course, not all of
Nikes critics are convinced. Many continue to complain about poor
wages and working conditions at Nikes suppliers in Vietnam, China,
and Indonesia. Others argue that Nikes initiatives are simply not
enough and that the company could do much more in the areas of
wages, working conditions, human rights, and local socio-economic
development. Yet the continuing controversy over Nike and its various
activities is not in any way particular to Nike. Rather, they reflect much
broader debates about the definition of corporate citizenship and the
process of globalization.
28. Interview with Dara ORourke, formerly of CorpWatch and now an assistant pro-
fessor of Planning at MIT.
29. On the Organic Cotton Initiative, see Nikes Corporate Responsibility Report, FY
2001. For an example of improved working conditions and relations with unions among
Nike suppliers, see Verites Comprehensive Factory Evaluation Report of the Kukdong Inter-
national Mexico plant in Puebla, Mexico, March 2001. This report can be found on Nikes
web site, www.nikebiz.com
58 Chapter 3
Implications for Management Education and Business Strategy
As this paper has illustrated, there is significant debate over the respon-
sibilities of corporations. Should companies behave solely to enhance
shareholder wealth, or should they act to benefit other groups (both
within and outside the firm) as well? Should corporate decision-
making be driven solely by economic considerations, or are other
(social) factors equally important? How does one measure and account
for these other considerations? Are corporations responsible only to
their own employees and shareholders, or are they also responsible for
the employees of their suppliers and subcontractors? What are the
boundaries or limits of any individual companys responsibilities?
Given that there are no universal standards and that not all companies
are promoting labor and environmental standards as rigorously as
Nike is, how does one promote greater coordination and collective
action among major producers? If some companies promote and
monitor for higher standards and others do not, does this erode the
competitive edge of the good corporate citizens? These questions
will shape the future of business in the years to come, and they need
to be integrated into the core curriculum of business schools today.
Rather than treat discussions of corporate responsibility as a side (and
often soft) issue, to be discussed in a special seminar (often not part
of the core curriculum) or as an afterthought (special session) in already
established courses, this topic needs to be moved to the fore of most
management courses and used as a lens through which other business
issues are discussed. In this way, our students, the worlds future man-
agers, will instinctively benchmark their other decisions and actions
against whatever standards for corporate citizenship they embrace.
The point is not to impose a particular view of corporate citizenship on
our students, but rather to encourage them to engage this issue and
make it part of their everyday decision-making process.
Globalization and the controversial issues it raises will also absorb
management in the foreseeable future. Should multinational com-
panies abide by so-called international labor and environmental
standards, or is this simply regulatory imperialism and de facto
protectionism in another guise? Will the imposition of these standards
on developing countries diminish their competitive advantage and
thus damage their economic development? Or will improved labor and
environmental standards lead these local producers to upgrade their
Globalization 59
production processes and up-skill their workforces and thus enhance

their long-term competitiveness? Who (which actors) should be
responsible for developing these standards? National governments,
international organizations, transnational NGOs, local trade unions
and civil society groups, or even individual corporations (through their
own Codes of Conduct)?
The standards (if any) which are implemented and the actors who
set the standards will have dramatic effects on the future trajectory
and the relative winners and losersof globalization Again, these
issues need to be integrated into our basic international management
and global strategy courses. As recent world events have dramatically
illustrated, the uneven distribution of the benefits of globalization has
provoked a major backlash against multinational corporations and the
entire process of globalization. Only by redressing this inequality can
we ensure the future success of this process and perhaps some sem-
blance of stability in the world. This is as much a managerial challenge
as anything else. Provoking our students to wrestle with these dilem-
mas and to think through possible strategic solutions to these prob-
lems will better equip them for their future careers in todays turbulent
global economy. These questionsand how they are answeredwill
shape the future of business for many years to come. Thus, it is imper-
ative that they move to the center of management education today.
Acknowledgments
This case was prepared with the active involvement and research assis-
tance of the following Sloan MBA students: Vanessa Chammah, Brian
Curtis, Elizabeth Fosnight, Archana Kalegaonkar, and Adnan Qadir. I
would also like to thank Miguel Alexander, Maria Eitel, Dusty Kidd,
Joseph Tomasselli, and Dara ORourke for their helpful comments and
assistance during this project. In addition, many of the thoughts on the
context of global citizenship were developed collectively with Profes-
sor Zairo Cheibub, of the Federal University Fluminense, Niteroi,
Brazil, in a joint paper we wrote on the topic.
Appendix A: Nike Sales and Revenue
Table 3.1.4
Sales and net income
Sales (million US$) 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
US footwear 69 144 245 399 581 666 640 567 650 510 758 1,058 1,369 1,680 1,744 1,969 1,869 2,309 2,772 3,754 3,499 3,245 3,351 3,209
US apparel 1 2 8 33 70 107 122 160 165 131 143 208 266 327 369 361 339 424 831 1,407 1,556 1,293 1,154 1,260
US athletic equipment 2 3 1
NonUS footwear 652 868 1,049 998 1,244 1,682 2,391 2,460 1,973.8 2,210 2,414.8
Non US footwear and 1 4 17 26 43 94 158 217 252 235 303 348 479
NonUS apparel
NonUS apparel 210 268 353 359 473 651 1,087 1,436 1,383.7 1,392.6 1,503.3
Other 96 121 135 157 199 223 312 534 548 602 881 886.6 1,101.5
Total revenue 71 150 270 458 694 867 920 946 1,070 877 1,204 1,710 2,235 3,004 3,406 3,931 3,788 4,762 6,470 9,187 9,553 8,777 8,995 9,489
Net income 4 10 13 26 49 57 41 10 59 36 102 167 243 287 329 365 299 400 555 796 400 451 579 590
(Million US$)
Sources: a) 197897: HBS Case #9-299-084 Nike, Inc.: Entering the Millennium, March 31, 1999; b) 19982001: Company financial information.
Globalization 61
10000
9000
8000
7000
Million US$
6000
5000
4000
3000
2000
1000
0
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
Total Revenue Net Income (Million US$)
Figure 3.1.2
Total revenuenet income, 19782001. Sources: a) 197897: HBS Case #9-299-084 Nike,
Inc.: Entering the Millennium, March 31, 1999; b) 19982001: company financial
information.
Appendix B: Regional Product Distribution of Nike Suppliers
Equipment: 89
Footwear: 68
Apparel: 579
Figure 3.1.3
Factories per product. Total = 736. Source: Nike, Corporate Responsibility Report, FY
2001.
62 Chapter 3
USA: 13,369
Americas: 37,514
Asia: 467,146
Europe, Middle East,

and Africa: 38,693
Figure 3.1.4
Number of contract workers by region (2001). Total = 556,722. Source: Nike, Corporate
Responsibility Report, FY 2001.
USA: 131
Asia: 401 Americas: 102
Europe, Middle
East, and Africa: 102
Figure 3.1.5
Factories per region. Total = 736. Source: Nike, Corporate Responsibility Report, FY 2001.
Asia: 57
Americas: 8
Europe, Middle
East, and Africa: 3
Figure 3.1.6
Footwear factories by region. Total = 68. Source: Nike, Corporate Responsibility Report,
FY 2001.
Globalization 63
USA: 117
Asia: 277
Americas: 102
Europe, Middle East, and Africa: 94
Figure 3.1.7
Apparel factories per region. Total = 579. Source: Nike, Corporate Responsibility Report,
FY 2001.
USA: 14
Americas: 3
Europe, Middle
East, and Africa: 5
Asia: 67
Figure 3.1.8
Equipment factories per region. Total = 89. Source: Nike, Corporate Responsibility
Report, FY 2001.
64 Chapter 3
Appendix C: Nike Labor Relations Media Mentions
Source: Major World Newspapers through Lexis-Nexis database
180
160 159
140
120
# of mentions
103 91
100 96
80
60 65
46
40
28
20
1 1 7
3
0
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
Figure 3.1.9
Media mentions with sweatshop. Search words: Nike and Sweatshop. Time frame:
previous ten years. Number of documents containing both words: 600.
90
80 79
70
60
# of mentions
53
50
50
40
32 32
30
20
21
12
10
1 6
3
0
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
Figure 3.1.10
Media mentions with child labor. Search words: Nike and Child Labor. Time frame:
previous ten years. Number of documents containing both words: 289.
Globalization 65
70
59
60
50
# of mentions
43
40
33
30
26
24
20
20
10
4 7 4 9
3
0
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
Figure 3.1.11
Media mentions with exploitation. Search words: Exploitation Time frame: previous
ten years. Number of documents containing both words: 232.
180
160
140
120
# of mentions
100
80
60
40
20
0
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
Sweat shop Child Labor Exploitation
Figure 3.1.12
Unfavorable media mentions. Combination of three searches. Note: Articles may be
repeated and some may contain all three search words.
Major Newspapers
U.S. newspapers must be listed in the top 50 in circulation in Editor &
Publisher Year Book. Newspapers published outside the United States
must be in English language and listed as a national newspaper in
Benns World Media Directory or one of the top 5 percent in circulation
for the country.
66 Chapter 3
Asian Wall Street Journal

Atlanta Journal and Constitution
Australian Financial Review
Baltimore Sun
Boston Globe
Boston Herald
Buffalo News
Chicago Sun-Times
Christian Science Monitor
Columbus Dispatch
Daily News (New York)
Daily Yomiuri (Tokyo)
Daily/Sunday Telegraph (London)
Denver Post
Dominion (Wellington)
Evening Post (Wellington)
Financial Times (London)
Gazeta Mercantil Online
Gazette (Montreal)
Guardian (London)
Herald (Glasgow)
Houston Chronicle
Independent and Independent on Sunday (London)
Irish Times
Jerusalem Post
Journal of Commerce
Los Angeles Times
Miami Herald
New Straits Times (Malaysia)
New York Times
Observer
Omaha World Herald
Ottawa Citizen
Globalization 67
Plain Dealer
San Diego Union-Tribune
San Francisco Chronicle
Scotsman & Scotland on Sunday
Seattle Times
South China Morning Post
Southland Times (New Zealand)
St. Louis Post-Dispatch
St. Petersburg Times
Star Tribune (Minneapolis, MN)
Straits Times (Singapore)
Tampa Tribune
Times and Sunday Times (London)
Times-Picayune
Toronto Star
Toronto Sun
USA Today
Washington Post
Appendix D
List of Nike Interviewees
1. Oscar Cardona, vice president, human resources, USA

2. Marie Eitel, vice president and senior advisor, corporate
responsibility
3. Fukumi Hawser, director of compliance
4. Jerry Hauth, director, corporate responsibility, equipment division
5. Dusty Kidd, vice president, compliance
6. Heidi McCloskey, global sustainability director, Nike Apparel
7. Mary Roney, global employee involvement manager, Global
Community Affairs
8. Josh Tomaselli, vice president, apparel sourcing
9. Patrick Werner, director, apparel compliance
10. John Wilson, director, contact manufacturing, equipment division
68 Chapter 3
Appendix E: The Nike Code of Conduct
Nike Inc. was founded on a handshake.

Implicit in that act was the determination that we would build our
business with all of our partners based on trust, teamwork, honesty
and mutual respect. We expect all of our business partners to operate
on the same principles.
At the core of the NIKE corporate ethic is the belief that we are a
company comprised of many different kinds of people, appreciating
individual diversity, and dedicated to equal opportunity for each
individual.
NIKE designs, manufactures, and markets products for sports and
fitness consumers. At every step in that process, we are driven to do
not only what is required by law, but what is expected of a leader. We
expect our business partners to do the same. NIKE partners with con-
tractors who share our commitment to best practices and continuous
improvement in:
1. Management practices that respect the rights of all employees,

including the right to free association and collective bargaining
2. Minimizing our impact on the environment
3. Providing a safe and healthy workplace
4. Promoting the health and well-being of all employees
Contractors must recognize the dignity of each employee, and the right
to a workplace free of harassment, abuse or corporal punishment. Deci-
sions on hiring, salary, benefits, advancement, termination or retire-
ment must be based solely on the employees ability to do the
job. There shall be no discrimination based on race, creed, gender,
marital or maternity status, religious or political beliefs, age or sexual
orientation.
Wherever NIKE operates around the globe we are guided by this
Code of Conduct and we bind our contractors to these principles.
Contractors must post this Code in all major workspaces, translated
into the language of the employee, and must train employees on their
rights and obligations as defined by this Code and applicable local
laws.
While these principles establish the spirit of our partnerships, we
also bind our partners to specific standards of conduct. The core
standards are set forth below.
Globalization 69
1. Forced Labor. The contractor does not use forced labor in any form
prison, indentured, bonded or otherwise.
2. Child Labor. The contractor does not employ any person below the
age of 18 to produce footwear. The contractor does not employ
any person below the age of 16 to produce apparel, accessories or
equipment. If at the time Nike production begins, the contractor
employs people of the legal working age who are at least 15, that
employment may continue, but the contractor will not hire any person
going forward who is younger than the Nike or legal age limit,
whichever is higher. To further ensure these age standards are com-
plied with, the contractor does not use any form of home work for Nike
production.
3. Compensation. The contractor provides each employee at least the
minimum wage, or the prevailing industry wage, whichever is higher;
provides each employee a clear, written accounting for every pay
period; and does not deduct from employee pay for disciplinary
infractions.
4. Benefits. The contractor provides each employee all legally man-
dated benefits.
5. Hours of Work/Overtime. The contractor complies with legally
mandated work hours; uses overtime only when each employee is
fully compensated according to local law; informs each employee
at the time of hiring if mandatory overtime is a condition of employ-
ment; and on a regularly scheduled basis provides one day off in
seven, and requires no more than 60 hours of work per week on
a regularly scheduled basis, or complies with local limits if they are
lower.
6. Environment, Safety and Health (ES&H). From suppliers to factories
to distributors and to retailers, Nike considers every member of our
supply chain as partners in our business.
As such, weve worked with our Asian partners to achieve
specific environmental, health and safety goals, beginning with a
program called MESH (Management of Environment, Safety and
Health).
7. Documentation and Inspection. The contractor maintains on file all
documentation needed to demonstrate compliance with this Code of
Conduct and required laws; agrees to make these documents available
70 Chapter 3
for Nike or its designated monitor; and agrees to submit to inspections

with or without prior notice.
Source: http://www.nike.com
References
Brummer, James J. 1991. Corporate Responsibility and Legitimacy: An Interdisciplinary

Analysis. New York: Greenwood Press.
Cheibub, Zairo, and Richard Locke. 2000. Valoures ou Intresses? Reflexoes sobre a
responsabilidade social des empresas. Unpublished ms, Federal University Fluminense,
Niteroi, Brazil.
Cone Inc. 1999. Cone/Roper Cause-Related Trends Report: Evolution of Cause Brand-
ing. Boston: Cone Inc.
Friedman, Milton. 1970. The Social Responsibility of Business is to Increase its Profits.
New York Times Magazine, September 13, pp. 3233.
Frooman, Jeff. 1997. Socially Irresponsible and Illegal Behavior and Shareholder
Wealth. Business and Society 36, no. 3: 221249.
Paine, Lynn Sharpe. 1996. Corporate Purpose and Responsibility. Boston: Harvard
Business School. Case # 9-396-201.
Waddock, Sandra, and Samuel B. Graves. 1997. The Corporate Social Performance
Financial Performance Link. Strategic Management Journal 18, no. 4: 303319.
Weiser, John, and Simon Zadek. 2000. Conversation with Disbelievers: Persuading
Companies to Address Social Challenges. Report written through grant from Ford
Foundation.
Zadek, Simon. 2001. The Civil Corporation: The New Economy of Corporate Citizenship.
London: Earthscan.
www.bsr.org
http://europa.eu.int/comm/employment_social/soc-dial/csr/csr_whatiscsr.htm
www.mori.com/polls/1999/millpoll.shtml
www.wbcsd.org
3.2 Discussion
Sloan faculty members discussed the Nike case with alumni in small
groups as they would teach it in the classroom. What follows is a sam-
pling of the responses the alumni offered to the questions posed by the
faculty.
Q. Whats the problem in this case? Or, to put it more directly, what do you
think keeps Phil Knight awake at night?
A. An alumnus started the discussion by expressing the view that
perhaps what Nike was facing was a power of the press problem.
That is, Nike had not considered the media to be as large and power-
ful a constituency as it proved to be. Taking this view further, the ques-
tion arose, was Nikes problem actually a big problem or not? As
another alumnus pointed out: We know from the data in the case that
Nike took a hit in 1998 at the peak of the criticism, but it wasnt a big
hit. Do consumers care? Is it really a problem for Nike? Data from the
case show that Nike earnings kept growing. An alumna from the
United States voiced the view that the Nike case broadens the defini-
tion of the corporation: Were talking about Nikes suppliers, and con-
sidering them as part of the corporation. Did Nike know what its
suppliers were doing? They were incompetent if they did not, and it
was bad business if they did. In either case, the question broadens the
definition of the corporation.
Q. So, if corporations are to be held accountable for meeting some basic
standards, whose standards should guide them? Those of the local country?
U.S. standards? Some global standards? Internal standards set by each
corporation?
A. This point was hotly debated. Some argued that the company
should uphold U.S. standards and pay high wages.
72 Chapter 3
To this point an alumnus who runs a company in Eastern Europe

said that his company paid twice the standard average wage of the
local standard, yet that wage was not enough to allow the employee to
travel to America. But if he tried to offer a comparable U.S. wage, his
company would go out of business.
Similarly, a Sloan alumna raised the point: Would we as consumers
pay for sneakers made at American labor wages? Others, like an exec-
utive from the software industry, argued that personal standards,
rather than global standards, may be the way to go: The question is,
are you doing something you are proud of or ashamed of? Are you
doing something you wouldnt be embarrassed about if the press was
writing about you? You cant hide behind the letter of things and say
its their country and their standard. If you have caused harm, then
you are doing wrong.
Along with several others, an alumna from India argued that for
certain things like air quality, there must be a global standard, because
air quality affects more than just the citizens of one country. She stated
this view clearly and simply: Clean air is a basic human standard.
Another alumnus working in the United States raised the issue: Is
Nike able to decide what is an international norm, what is morally
good? Its easy to say dont poison the water or make an unsafe
product, but Im not sure I want Nike to be making decisions on
human rights.
The standards of the legal minimum age for employment were no
easier to define. Some alumni raised the point that Nike should adhere
to the U.S. standard of 16 as the youngest legal age for a worker. But
an alumnus from Brazil pointed out the difficulty with this argument:
In Brazil, a 14-year-old is not the same as a 14-year-old in the United
States. In the United States, 14-year-olds have the alternative of going
to school. After school, maybe they play sports or take music lessons.
In Brazil, its better to be working a part-time job at 14 than to be on
the streets and be offered drugs. Limiting the worker age to 16 makes
sense for the United States, but not for Brazil. You have to think locally.
An alumnus from Pakistan agreed. He had interviewed boys in
Pakistan who were making soccer balls for Nike: In Pakistan, the
reality is that the 14-year-olds father may be a drug addict or dead,
and his mother may have 10 other children to raise. As a 14-year-old,
he represents the familys best earning potential. To deny the 14-year-
old the ability to earn wages to provide for the family is age discrimi-
nation, taking away jobs. Indeed, the company could be sued for age
Globalization 73
discrimination. The notion that a 14-year-old is too young to work

and that working is not in the best interests of the child must be
informed by knowledge of the local conditions and the true alterna-
tives facing 14-year-olds in developing countries. Sewing soccer balls
at 14 may be damaging to the eyes, but what if the alternative is selling
ones body?
The alumnus from Pakistan suggested that if Nike employs 14-year-
olds, it can have a policy of offering 12 hours of education at the start
of the day for the youth. This provides education for the employee
while making the employee more valuable to the company (increasing
literacy and numeracy).
An alumnus from the Philippines echoed this, adding that in the
Philippines, having a job at Nike was considered very good: Nike
pays a higher wage. It would be considered low by U.S. standards, but
in the Philippines it is good pay, and Nike helps you for education for
your kids. Even though the wage doesnt match the first-world wage,
its a job in the third world that people want to get.
An alumnus from Argentina offered the following advice to man-
agers of global companies: Most of the problems must be solved
locally by looking at the local conditions. Many things in Argentina fail
because they create corruption, so actions must be looked at from the
local situation. Companies can evolve slowly to higher standards in
each country as they evolve and grow in that country.
Q. Assuming corporations should be held accountable for not just their own
practices but also those of their suppliers and contractors, how should these
practices be monitored and controlled?
A. An alumnus from France described how his company, a distributor
of bottled water, operates in third-world countries: We realize that the
more people consume water, the more money we make. But at low
income levels, most people dont have water. So we have tried to get
water to third-world countries, installing a tap. But weve found that
we install a tap, and the next day someone steels the tap, and again
there is no water. So what we have learned over the years is to work
with local NGOsto work with well-established people, people who
are not political dreamers but work on practical issues and are dedi-
cated. We work with them as our intermediary, and this mechanism
has worked well for us.
An alumnus who runs a venture capital fund in Europe answered
this question as follows: We ask the question, does management of
74 Chapter 3
this firm have the capacity to take care of these issues or not? If not,
they simply wont get our funds.
Another participants words captured the feeling that whatever stan-

dards and monitoring mechanisms are developed, they will have to be
open to change over time: Setting standards is not just a one-time
event. Its an ongoing process, like quality, because values change, the
community changes. The theme is one of transparency and an open
process.
Professor Richard Locke summed up the case discussion: As we can
see, there are no simple answers to any of these questionswhat stan-
dards we want to hold firms accountable to depends on our concep-
tion of the economic and social responsibilities of global firms. What
specific standards should guide corporate practices is both a hard eco-
nomic question and a hard political question. Effective and trusted
monitoring will require substantial institutional innovation. Firms may
need to learn how to work with NGOs, local governments, local labor
organizations, and other groups. Regardless of how each of us answers
these questions, it is clear that defining and meeting the global respon-
sibilities of corporations are defining issues facing managers today, and
tomorrow.
4 Human Capital and
Twenty-First-Century
Organizations
4.1 Navigating the Future: The
Networked Organization
Phil Condit
Anniversaries are important milestones. They offer us a time to look

back and to look ahead, to anticipate the future, to imagine what
might be. Today, I want to talk about the future, about what might
be, as the Information Revolution takes hold and produces dramatic
changes in how we communicate, in how we make decisions, and in
how we are organized.
I believe we are in a period of unprecedented change. The Informa-
tion Revolution will produce social impact and disruptive change, just
as the Industrial Revolution did when it changed civilization from a
rural, agrarian, small economy to an urban, industrial economy. The
Information Revolution will change us into a more global, collabora-
tive, integrated economy. The impact on industry and institutions is
going to be huge because in a network-centric world, information will
flow to where it is required, and this will change decision-making,
hierarchy, and bureaucracy as we now know it.
If you look for the roots of the way we are organized, the way every
large company in the world is organized today, you will find the orga-
nizational lessons of the Greeks, Romans, and Mongols. Whether you
were Alexander the Great, who rode in the front of the battle line to
conquer a very large territory in a relatively short amount of time; or
a general like Julius Caesar, with legions of many, who added to the
Roman Empire; or Genghis Khan, who united all Mongol tribes and
organized his army by dividing them into groups of tens, hundreds,
thousands, and tens of thousands so he could expand his empire of all
people who lived in felt tentsif you were going to take thousands
and thousands of soldiers on foot, or horseback, and march across
Persia, across Europe, across China, you had to build both a commu-
nications and a logistics structure. You had to have a hierarchical struc-
ture because 20,000 or 50,000 people couldnt fit into the tent every
78 Chapter 4
morning for assignments. Even a legion of 3,000 to 6,000 was too big
for that.
But you could get your top ten people into the tent, and give direc-
tions and orders on the plan to march on a city, or to feed the troops.
Those top 10 people, in turn, could get their top ten people together to
communicate the plan and hand out orders. The pyramid provided the
logistics and communications structures. This same basic logistics and
communications structure exists today in industry and institutions.
Alfred P. Sloan, Jr., studied the military structure and applied it to his
companyGeneral Motors. Its the reason why business has divi-
sions and general managers today.
We are moving into a network-centric world, where organizational
structures will look radically different and direct communications will
allow for better decision-making. Today e-mail, a graphic-rich envi-
ronment, videoteleconferencing, and networks are part of a world that
allows us to share data and connect, to make better decisions, to
improve efficiency and effectiveness. In the future, we will get infor-
mation directly to the person who needs it to do a job, who needs it to
make decisions on the spot. We will routinely communicate messages
directly to large masses of people, without going through a hierarchi-
cal structure. We have started to do some of that at Boeing, but we are
in the very early stages of network-centric communications. I can send
an electronic broadcast message over our network and communicate
anytime, anywhere, to thousands of employees.
But this is only the beginning. I believe a networkcentric world
offers a great opportunity to radically change and improve decision-
making. It will be able to collect data, process data into information,
and structure it to allow people at all levels to make decisions quickly.
It will allow leaders to move information to people who need to have
it, who can turn it into knowledge, who use that knowledge to effi-
ciently make the best decisions.
One simple example is library research. When I was at Sloan in
197475, I used the card catalog, the Dewey Decimal system. Created
by Melvil Dewey at Amherst 130 years ago, the Dewey System has its
own brand of well-developed, structured hierarchy, which was
divided into ten main classes, which together cover the entire world
of knowledge.
My searches were often slow and tedious. Today, there are powerful
search engines and online links. Todays students have tremendous
access to almost limitless sources of material, from MIT libraries and
Human Capital and Twenty-First Century Organizations 79
non-MIT libraries, from online subject experts and huge databases,

from virtual to brick-and-mortar libraries. A student today saves
tremendous amounts of time by researching on a laptop anytime, from
anywhere in the world, from an Internet cafe and soon with Connex-
ion by Boeing on an airplane. But this is still just the first step.
Just think What will it be like in 50 years? Today part of manage-
ments responsibility is to talk to other managers, to go to meetings, to
fix mistakes, to make decisions together, to resolve misunderstandings.
Take, for example, the first-line manager. Almost everything in a first-
level managers life is driven by recent and current events. Most
manage in a chaotic environment. They juggle parts and daily sched-
ules, and make judgments on the best use of everyones time in order
to get the job done for the day. They rebalance work when the team is
short a person because someone called in sick that morning. Other
management levels have different responsibilities. They may audit the
operational plan and communicate status. They ensure that the plan is
getting done, just like the ancient empires.
In a network-centric world, that process will fundamentally change.
Status will be available automatically online. I believe we will see a
shift in roles and responsibilities as more teams work on projects
around the clock globally to use time effectively and wisely. When I
was an engineer, for example, we created drawings on Mylar that had
to be moved physically. Today, we have the ability to work digitally
and interactively so our employees can work with customers and col-
leagues across the world, with a collaborative environment systems
tool. The 78,000 people in our new Integrated Defense Systems unit
work in 33 states, with many working in a virtual environment on the
same programs.
All this is improving our efficiency and ability to compete. Not long
ago, we had an opportunity to bid for a government contract, but only
had three weeks to write a proposal. We were able to compete and win
because we could work 24 hours a day with a virtual team in the United
States and Australia. Interactive network tools allowed our people to
make it happen.
Historically, we have trained people to follow directions, to let others
make decisions. Now, when data and information can be available
to all, we must teach and encourage local decisionmaking. In the
military, we have trained people to take orders and follow directions
because situational awareness existed only at the highest levels of the
pyramid.
80 Chapter 4
Now, as the ability to process data and distribute information

spreads widely to the lowest level, we will have the ability to allow
people on the front lines to make decisions about what to do next
in the battle. Information will be the ultimate high ground. We
saw that for the first time in Afghanistan, where a soldier on horseback
used satellite communication to direct bombs from a B-52, bypassing
the standard long and often slow command and communication
structure.
The same applies to the business world. We have trained people to
follow orders, follow rules, take direction. When the data and the infor-
mation are directly available to them, what will that mean? What
happens in a network-centric world when people are able to make their
own decisions because they have the information to get the plan done,
to make decisions to fix problems, to smooth the disruption of a team
member who is out for the day?
What happens when the right information easily flows to the right
people, in the right way, and not through levels of bureaucracy? What
happens when you have fewer errors and mistakes that the complex
bureaucracy and long communications paths create? I can imagine less
structure, fewer people. I think the role of management will, and can,
be significantly changed in a network-centric world. The leaders, fewer
in number, will be coaches and teachers. They will focus on removing
barriers. The efficiencies will be huge. We will be able to build prod-
ucts faster from design to market, with enormous benefits to customers
and consumers. So what will happen when organizations and decision-
making look very different? How will we reward employees?
Today, we have a reward structure that, for the most part, is based
on how many layers are beneath you and where you are in the
pyramid. We pay people based on where they fit in that hierarchy; but
does that really make sense? If we no longer need that structure and
can get a lot of information to flow through the organization, how do
we pay the valuable peoplesometimes individuals with no direct
reports?
There will be tremendous hurdles to cross as we move toward a
network-centric world. Remember, we have thousands of years
invested in a hierarchical structure, and so this is not going to change
overnight. We might start by asking questions: How can we build an
organization that will quickly shift direction when new information,
data, or circumstances change the business environment? How do we
evaluate progress, skills, and people? What are the roles of manage-
ment? How do we provide the social structure that is part of the fabric
of everyday business?
If we have a network-centric organization where everyone has access
to information at the same time, how do roles shift when the old axiom
Knowledge is power applies to all? How do we get the right data
easily to the right people in the right way? Will there be less middle
management and more individual contributors? What does a world
look like that allows us to achieve the massing of information versus
the massing of people? Will these changes be phenomenally rapid or
happen slowly? What education and training are required when we
expect each person to act logically, with common sense, and make the
best decisions?
All of these questions reflect my belief that a network-centric world
will be about superior decision-making by those closest to the action.
What will be very difficult for many people is that they will have to
perform in a totally new and unfamiliar environment. It will not allow
participants to sit on the sidelines and complain about those who lead.
I dont have all the answers. But I do know all of this is going to take
a phenomenal amount of leadership. We must consider the implica-
tions for our industries and universities, for our government and mil-
itary, for our managers, students, and employees of a network-centric
environment. In business, we will need leaders who understand their
roles in business, how they can move the company forward, and be
willing to think about the future so their company will exist 20 or 30
years from now. My bet is that many companies arent going to survive
because they wont be able to make the huge transition.
It will take working against huge cultural and institutional biases
that have been in place for thousands of years. But it is a journey with
huge rewards, and thus one worth taking.
Discussion
Q. The future networked corporation will be smaller. How will society be

different when many fewer people can aspire to work for larger companies like
Boeing, GM, etc.?
A. I think the reality is that we will create jobs at a pretty amazing rate.
The challenge is that they will be very different jobs than those there
ten years earlier. Thats the disruptive part. Boeing will do less bending
of sheet metal and building of airplanes but do a lot of network
development and tying of systems together. We are not the builder of
82 Chapter 4
platforms but the integrator of systems. There will be lots of jobs, but
they will be ones that will change at a rate faster than in the past. When
my father went to school, he said I can do this job for the rest of my
career. That is no longer the case. Thats why continuing education
will be so critical.
We have a tuition reimbursement program, and people can go to any
school they want and take courses on anything they want. When we
put this in place, some people worried that people would take courses
on issues not related to our business. And sure some have done some
of this. One person got a degree in mortuary sciencebut this was
offset by two people who got degrees in divinity. But the point is, every-
one is learning and they are developing, and we are playing a
constructive role.
Q. What is the view of Boeing on sustainable development?
A. One of the fascinating parts of the global corporation today is the
understanding of the social responsibility that goes with it. Toffler
pointed out that corporations can move faster than government insti-
tutions. That puts a responsibility on corporations to address issues like
sustainable development. All corporate leaders I talk to think about
this. We have to look at our role and how we are doing it since that
will determine whether we will be here in twenty years.
Q. What kind of managers and leaders are required in the world you describe?
How does Boeing create these leaders? Who will be running the future cor-
porations and how?
A. We have a leadership center outside of St. Louis that has graduated
11,000 leaders. I am there about eighteen times a year. Thats where we
talk about these issues. What will it take to be a good leader, a good
coach? How do you employ those skills? Having a place and oppor-
tunity to discuss these issues is absolutely critical for leadership devel-
opment. It also serves other purposes. We are a company that comes
from McDonald Douglas, Rockwell, Hughes, Boeing, and others. This
is where we mix people together and build their common skills. The
most common e-mail I get is one that says our people are amazed at
the range of experiences we have in this company.
Q. What are the differences between being an American company operating
globally and a global company?
A. We have traditionally been an American company doing business
globally. So when we first said we want to be a global company, some
said we are already. We sell to 145 countries and have operations in 132
countries. But most have been there to support the products we have
sold. I believe we have a responsibility to have our voice heard. To do
this we must be present. We cant stand outside and yellwe have to
be in the room. The diversity of experience that is brought by people
from different countries is amazingly powerful, so we have to be on
the ground in a lot of different countries. We have about 3,000 people
on the ground in Australia. This allows us to do things we couldnt do
otherwise. We run their secure radio network. We couldnt do this as
an American company selling globally. I can sit down with the prime
minister and express my view on where technology is going because
we are there. To be a truly global company, you have to be on the
ground and have a truly global management; and your leadership must
reflect the diversity of that breadth.
4.2 Beyond McGregors
Theory Y: Human Capital
and Knowledge-Based
Work in the Twenty-First-
Century Organization
Thomas A. Kochan,
Wanda Orlikowski, and
Joel Cutcher-Gershenfeld
Nearly fifty years ago, at the Sloan Schools 5th Anniversary Convoca-
tion, Douglas McGregor launched a debate over how to manage The
Human Side of the Enterprise.1 By comparing what he called Theory
X and Theory Y perspectives, he challenged the management profes-
sion to reexamine its assumptions about the motivations employees
bring to their jobs. The question was: Could employees be trusted and
empowered to do good work, or did they have to be closely directed,
monitored, and controlled to act in the interests of the firm? While
McGregors Theory Y sparked important innovations in human
resource practices, it did not challenge fundamental assumptions
underpinning the twentieth century organizational model. If, as is
widely recognized, human capital and knowledge are the most impor-
tant sources of value for the twenty-first-century organization, then
fundamental assumptions about the relationship between work and
organizations will also need to be challenged.
The approach that dominated organizational theory, teaching, and
practice for most of the twentieth century looked at organizations
from the top down, starting with a view of the CEO as the leader
who shapes the organizations strategy, structure, culture, and per-
formance potential. The nature of work and the role of the work-
force enter the analysis much later, after considerations of technology
and organization design have been considered. However, if the key
source of value in the twenty-first-century organization is to be derived
from the workforce itself, an inversion of the dominant approach will
be needed. The new perspective will start not at the top of the organi-
zation but at the front lines, with people and the work itselfwhich
1. Presentation to the Sloan Schools 5th Anniversary on The Human Side of the Enter-
prise by Douglas McGregor and later expanded into a book: Douglas McGregor, The
Human Side of the Enterprise (New York: McGraw Hill, 1960).
86 Chapter 4
Piore and Sabel on The Second Industrial Divide (1984)

Kochan, Katz, and McKersie on The Transformation of American
Industrial Relations (1986)
Schein on Culture and Leadership (1988)
Senge on Learning Organizations and Systems Thinking (1990)
Bailyn on Integrating Work and Family (1992)
Orlikowski on Use of Technology in Organizations (1992)
Ancona, Kochan, Scully, Van Mannen, Westney on Organizational
Processes (1994)
Walton, Cutcher-Gershenfeld, and McKersie on Strategic
Negotiations (1994)
Orlikowski and Yates on Collaborative Technologies (1994)
Cutcher-Gershenfeld et al. on Knowledge-Driven Work (1998)
Osterman, Kochan, Locke, and Piore on Working in America: A
Blueprint for the New Labor Market (2001)
Carroll on Organizational Learning in the Midst of Crisis (2001)
Sterman and Repenning, on Nobody Ever Gets Credit for Fixing
Problems That Never Happened (2001)
Murman et al. on Lean Enterprise Value (2002)
Malone and Morton on Inventing Organizations of the 21st Century
(forthcoming)
Figure 4.2.1
Selected Sloan faculty research reexaming assumptions about people, work, and
organizations.
is where value is created. Such an inversion will lead to a transforma-

tion in the management and organization of work, workers, and
knowledge.
We believe accomplishing this inversion is among the most impor-
tant challenges facing organization and management theory, research,
teaching, and practice today. In fact, these challenges have been at the
forefront of the research of a number of Sloan School research groups
(see figure 4.2.1). Furthermore, several Sloan faculty recently stated
these challenges in the provocative form of a Manifesto for the 21st
Century Organization.2 And, over the past semester, we have explored
these challenges with a range of industry experts, Sloan School stu-
dents, and alumni in our course on Managing Transformations in
Work, Organizations, and Society.
2. MIT 21st Century Manifesto Working Group, Sloan School of Management, What
Do We Really Want? A Manifesto for the Organizations of the 21st Century, November
1999.
This paper has its roots in an MIT course entitled Managing

Transformations in Work Organizations, and Society, which was first
offered in the spring of 2001 and again offered in the spring of 2002. The
course, which was developed under the leadership of Tom Kochan in
partnership with Joel Cutcher-Gershenfeld, Wanda Orlikowski, and
others, focused on all of the themes covered in this paper. From the
outset, the course involved participation from Sloan and other graduate
students on campus, as well as System Design and Management (SDM)
students on rotation back in their home organizations. It also included
lifelong learning participants from partner corporations such as the U.S.
Air Force, Pratt & Whitney, Ford, Hewlett-Packard, Lucent, NASA, Otis
Elevators, Polaroid, Qualcom, Saturn, Teradyne, Visteon, and Xerox. It
involved both in-class discussion, remote video participation, and online
discussions.
In honor of Sloans 50th Anniversary, we offered Sloan alums the
opportunity to participate directly in the sessions as well as the chance
to follow the discussions and make contributions through the Internet.
Over one Hundred Sloan alums signed up at the Web site and
contributed comments or vignettes on the topics covered in the course.
Students in the class drew on their own experience and interviewed
some of the alums to generate additional vignettes on all of these topics.
They also organized all of these data into integrative final papers that
corresponded to the themes for the course. The analysis in this paper
draws on independent research conducted by all three authors as well as
the many vignettes, comments, and papers generated. Current Sloan
student experience and the experience of Sloan alums are woven
throughout the text (with the names of specific individuals and
organizations deleted for confidentiality).
Figure 4.2.2
Methods and process in developing this paper.
In this paper, we build on these efforts to first contrast the twentieth

and twenty-first century organizational models and then to examine
how organizations are attempting to move toward a human capital
and knowledge-based model of organizing (see figure 4.2.2 for our
methods and process). Finally, we explore the implications of this alter-
native organizational model for the future of management education.
Contrasting Assumptions: Twentieth and Twenty-First Century

Organizational Models
As evident in figure 4.2.3, the organizational model that dominated the

past century embodied assumptions (about people, work, technology,
88 Chapter 4
Assumptions Assumptions Assumptions that may

about: characterizing 20th characterize 21st century
century organizations organizations
People Theory X: People are a cost Theory Y: People are an

that must be monitored and asset that should be valued
controlled and developed
Work Segmented, industrially- Collaborative, knowledge-

based, and individual tasks based projects
Technology Design technology to Integrate technology with

control work and minimize social systems to enable
human error knowledge-based work
Leadership Senior managers and Distributed leadership at all

technical experts levels
Goals Unitary focus on returns to Multi-dimensional focus on

shareholders value for multiple
stakeholders
Figure 4.2.3
Contrasting assumptions in twentieth- and twenty-first century organizations.
leadership, and goals) that contrast with the model that may come to
dominate the next century.
Like McGregor, we are counterposing two alternative models, each
of which involves competing assumptions. Reality, of course, may
involve a spectrum of choices between these extremes, but it is helpful
to understand the way alternative choices will pull organizations in one
direction or the other. In the balance of this section, we will examine
the implications of each of these assumptions.
People: Labor Costs or Human Assets?
Conventional economic and organization theory views labor as a cost

to be controlled. Moreover, since labor cannot be separated from its
human motivation and free will, incentives are needed to ensure
employees will commit their full energies and skills to the goals of the
organization. Labor also brings its own interests and sources of power
to the organization. Therefore, efforts on the part of employees to use
their collective power by forming unions or other organizations to
represent their own interests need to be discouraged or defeated.
A human capital, knowledge-based perspective understands

workers as human assets who create the value of the organization. By
joining and staying in the organization, employees invest and put at
risk some of their human capital. By taking advantage of opportunities
for continued learning and development, their human capital is deep-
ened and expanded. Since employees have interests and obligations
outside of workto their professions, families, communities, and
themselvesthey cannot and do not wish to commit their full energies
to the organization. Therefore, efforts are needed to integrate work and
personal aspects of life. Employees also bring a variety of expectations
to their jobs, including an interest in having meaningful influence and
voice in matters that are important to them. At the same time, employ-
ers can reasonably expect employees and their representative organi-
zations to contribute to the continued viability and effectiveness of the
enterprise. Therefore, efforts are needed to engage employees individ-
ually and collectively in ways that simultaneously address organiza-
tional and individual interests and expectations.
Work: Industrial or Knowledge-Based Systems?
The early years of the twentieth century witnessed the gradual

movement from agrarian and craft to an industrial model of work
organization. The latter part of the century has witnessed efforts to
continue the transformation from the industrial to a knowledge-based
system of work organization. That transformation process continues
today.
The industrial model created sharp legal and status distinctions
between managers who conceived and directed how work was done
and nonmanagers who executed their tasks as directed. Productivity
was maximized by organizing tasks into well-defined jobs and func-
tions. Efficiency gains were achieved through increased specialization
and formalization of reporting relationships, promotion paths, and
compensation rules.
The transformation in work systems underway today involves
efforts to shift from industrial to knowledge-based work systems that
blur the lines between managerial and nonmanagerial work. These
systems assume that in a knowledge-based economy, high levels of
performance can only be achieved by organizing work in ways that
allow workers to use and deepen their knowledge and skills, while
working collaboratively on multiple, temporary projects to accomplish
flexible and innovative operations. As a result, there is an emphasis on
90 Chapter 4
horizontal interrelationships among diverse groups (both internal and

external), and the coordinated use of teams, cross-functional task
forces, and cross-organizational alliances and networks.
Technology: A Mechanistic or Integrative Perspective?
Technology is conventionally viewed as a physical asseta piece of

machinery or an information systemthat is initially developed and
designed by technical experts and then implemented for use by the
workforce. This view emphasizes the mechanistic dimensions of the
technology, while disregarding or attempting to eliminate the human
side. For example, a major function of technology in this view is to
reduce reliance on human inputsboth the quantity of labor and the
variance (error) that can result from human judgment, fatigue, lack of
motivation, or direct challenges or conflicts with management deci-
sions or actions. Even today, the dominant assumption in much of the
machine tool industry, for example, involves designing people out of
the processeven at the expense of flexibility and innovation.
A human capital, knowledgebased view of technology is best cap-
tured by the saying that it is workers who give wisdom to the
machines.3 Technology is understood to be simultaneously physical
and social, and its capabilities are only effective when employed in
practice by workers operating in a variety of social/organizational con-
texts. This relational view of technology recognizes that technological
outcomes are highly contingent and emergentdepending on how the
technical capabilities interact with human choices, political actions,
cultural norms, and learning opportunities over time. In this view,
benefits from technologies can only be realized when the technical
and social dimensions are integrated through the design, implementa-
tion, and ongoing adaptation of the technologies employed in an
organization.
Leadership: Exclusive Role of the CEO or a Distributed Capability?
Leadership is conventionally viewed as being vested primarily in the

role of the CEO and other top executives. The CEO is to provide vision
and broad strategic direction to the rest of the organization and in
3. Haruo Shimada and John Paul McDuffie, Industrial Relations and Humanware,
Sloan School of Management Working Paper, 1987.
doing so shape the culture and values of the enterprise. The search
process for CEOs therefore focuses on identifying individuals in top
positions in apparently successful organizations who appear to have
these personal attributes. Wall Street analysts, the business press, and
business school case studies often attribute organizational success (or
failure) to the quality of the CEOs leadership, thereby perpetuating
this image of what leadership is and where it resides in organizations.
A human capital, knowledge-based view of the enterprise envisions
leadership as a distributed capability that involves multiple people and
groups at all levels of the organization. To be sure, the CEO and other
executives are critical players in leading a process which generates a
clear and compelling shared vision for the organization. However, such
action by senior executives is not sufficient unless and until it engages
the aspirations and energies of all organizational participants. Leader-
ship is thus more than a set of individual traits or abilities; it is a set of
capabilities that extends throughout the organization and over time. In
this view, a CEO would be seen to be effective if she/he creates the con-
ditions that enable people at all levels in the organization to exercise
leadership in their everyday activities. Performance in the twenty-first-
century organization is a function of the quality of leadership capabil-
ities in action throughout the organization.
Goals: Value for Shareholders or Multiple Stakeholders?
This brings us to a fundamental question: What purpose(s) do organi-

zations serve? With the rise to prominence of the modern corporation,
the answer that dominated American organizations and management
education throughout most of the twentieth century was that business
organizations exist to maximize shareholder value. This reflects a
recognition of the role played by owners who provide and put at risk
the critical resourcesignificant pools of financial capitalneeded to
build large corporations. As a result, the governance structure and
processes are seen to be the exclusive domain of the financial owners
and their direct agents, the CEO and other top executives.
Knowledge-based organizations depend on employees to invest and
put at risk their human capital in joining and remaining with the firm.
This places human capital in an analogous position in the twenty-first-
century organization to that of financial capital in the twentieth-
century corporation. Thus, employees could claim a legitimate role in
shaping the objectives of the organization to be consistent with their
92 Chapter 4
interests and values. Other stakeholders can make similar claims. Sup-
pliers, for example, are increasingly responsible for critical aspects of
product design, inventory management, and other tasks that require
long-term partnership agreements. Communities have legitimate
claims to the social and environmental impacts generated by the prod-
ucts and processes of organizations. Governments today are more
interested in longterm, publicprivate partnerships (government as
enabler rather than enforcer). Even regulatory agencies are explor-
ing more interactive relationships with the regulated community. Thus,
processes of stakeholdernot just shareholdergovernance assume
strategic significance in the twenty-first-century organization. Viewed
one way, these many embedded stakeholder relationships represent
complex constraints on organizational flexibility and innovation.
Viewed another way, these same stakeholder relationships constitute
an extended enterprise capable of delivering value to the organization
and to these many stakeholders in unprecedented ways.4
Today, organizations are connected to these many stakeholders in
complex networks including strategic alliances, public-private part-
nerships, and other collaborative initiatives. In all cases, there are both
common interests that bring these parties together and conflicting
interests that threaten the viability of the cooperative venture. In many
cases, individual organizations may come and go, but others will take
their place in these emerging institutional arrangements. Therefore,
organizations are called upon to take a longer viewensuring todays
actions do not make it more difficult for future generations of citizens
and communities to realize their aspirations and objectives. Manage-
ment and management education needs to take a longer-term, sus-
tainability perspective and a broader, networked view of organizations.
More emphasis is needed on developing professional standards, ethics,
and norms that hold individuals and organizations accountable for
their effects on multiple stakeholders, both today and in the future.
Taking Stock of Current Organizational Practice
The above distinctions between twentieth- and twenty-first-century

organizational models are somewhat oversimplified. Few organiza-
4. Earl Murman, Tom Allen, Kirkor Bozdogan, Joel Cutcher-Gershenfeld, Hugh

McManus, Debbie Nightingale, Eric Rebentisch, Tom Shields, Fred Stahl Myles Walton,
Joyce Warmkessel, Stanley Weiss, and Sheila Widnall, Lean Enterprise Value: Insights from
MITs Lean Aerospace Initiative (New York: Palgrave/Macmillan, 2002).
tions could survive by completely ignoring some of the assumptions

underlying either model. And, as noted, many organizations have been
pursuing aspects of a human-centered, knowledge-based approach for
some time. So the reality today is that organizations have implemented
different sets of assumptions drawn from both the twentieth- and
twenty-first century organizational models depicted above. Below, we
draw on the data collected from our industry participants, students,
and alumni to take stock of current organizational practices as experi-
enced by the people in these organizations. These are the people who
will collectively shape the organizations of the twenty-first century. In
this section, we summarize their experiences and assessments of
current practice, their visions for where they want their organizations
to be in the future, and their ideas for what it will take to get there.
People: The Workforce of the Twenty-First Century
One word best captures the contemporary workforce: diversity. A

second key word applies to the workforce of tomorrow: scarcity.
Diversity and Its Implications

Tomorrows workforce, even more than todays, will depart dramati-
cally from the twentieth-century image of the average (some would say
idealized) worker as a male breadwinner or organizational man with
a wife at home attending to family and community affairs. Today,
workers are more diverse in gender, race, ethnicity, age, nationality,
and culture, just to mention the more obvious and visible features.
The households that workers come from are equally diverse, with less
than 20 percent fitting the old image. The majority have either both
spouses/partners in the paid labor force or are headed by an individ-
ual who is a working, single parent. Work and family decisions are
highly interdependent.
Leading firms are recognizing the importance of both the need to
attend to demographic diversity and work and family issues, as box
4.2.1 illustrates. Our research and the views of our students and alumni
suggest that most firms have internalized the legal and social respon-
sibilities introduced by the civil rights movement and laws enacted in
the 1960s and 1970s. For example, there is considerable training aimed
at valuing diversity. Todays workforce generally also shares these
values, especially younger workers who have grown up in more
diverse cultural and racial settings. Many of our students and alumni
94 Chapter 4
Box 4.2.1
A More Diverse Pool of Future Leaders
Over the past 20 years, the demographics of our companys professional

staff have been changed dramatically. Female engineers today represent
a large percentage of the population and a large percentage of its high
potential future leaders. These are employees we desperately want to
hold onto for the long run.
Contribution to Sloan Student/Alum Dialogue in Course on Transforming
Work, Organizations, and Society (Spring 2002)
Box 4.2.2
Learning Across Cultures
As the number of Japanese sales staff was reduced, the local staff built
good connections with Japanese OEMs and delivered the same quality
services without the assistance of Japanese expatriates. To do this,
the local sales staff needed to learn skills and know-how to build the
relationships with Japanese OEMs. . . . This change did not happen
naturally.
therefore are more frustrated than supported by this type of training.

They are ready for something more substantive.
The current challenge in managing diversity is to go beyond efforts
to change attitudes to focus on building the skills needed to facilitate
work in diverse teams and to learn from the variety of backgrounds
and knowledge people bring to their jobs. This is how the diversity in
our contemporary workforce can be used to add value to both workers
and their organizations. Box 4.2.2 provides a vivid example of this
opportunity, drawing on the efforts of Japanese managers teaching
their U.S. counterparts how to relate and sell to their Japanese
customers.
People are also highly diverse in the expectations they bring to their
work and organizations. To be sure, as survey data and labor market
behavior continue to demonstrate, good wages and benefits remain a
high priority for all workers. But these, by and large, are taken as a
givena necessary condition for individuals to consider a prospective
job offer. Beyond these essentials, as a recent survey supplied by
Table 4.2.1
What attracts employees by age
U.S. Age Age Age Age

Top attractors Overall 1829 3044 4554 55+
Competitive base pay/salary

Competitive healthcare benefits package
Opportunities for advancement 1 1 2 3
Work/life balance 2 2 1 2
Competitive retirement benefits package 3 1 1
Pay raises linked to individual performance 3 3 3 2
Learning and development opportunities 3
Source: Towers Perrin Talent Report 2001: New Realities in Todays Workforce
Key: Core rewards that rank at the top for all groups
13 Top differentiators in rank order
Towers Perrin indicated (see table 4.2.1), jobs have to be tailored to the
priorities of different groups. Young workers place highest priority on
possibilities for learning and developing their skills; midcareer and
midlife workers value the opportunity to integrate work and family
life; and older workers assign highest priority to long-term employ-
ment and income security. Most workers, young and old alike, appear
to have learned the lesson of the past decades breakdown in the
prospect of long-term jobs. Over 40 percent of those employed actively
look at alternative job opportunities on a regular basis and few see it
as their responsibility to stay with a given employer for any particular
length of time.5
Clearly, the actions of organizations in the last decade have shaped
the expectations of the current workforce. Few are ready to commit
their loyalty and put their trust in any single firm to provide lifetime
jobs and careers. This does not, however, mean that they all want to
be free agents. As these data and others show, employees still expect
firms to manage in ways that offer learning and career development
opportunities. Also, with age comes the heightened priority of and
expectation for long-term security. Fairness in employment decisions
layoffs, compensation, and promotion opportunitiesare just as much
an expectation today as in the past.
Workfamily integration serves as todays frontier workforce issue.
Of all the issues we examined, it generated the most interest among
5. Towers Perrin, Talent Report 2001: New Realities in Todays Workforce (New York: Towers
Perrin, 2002).
96 Chapter 4
our alumni, students, and industry participants. They documented a

wide range of family-friendly policies and procedures offered in
their organizations today, including flexible hours, part-time options,
assistance with domestic services, and back-up day care. They also
indicated that these policies and procedures often remained underused
and, consequently, were ineffective. This is not for lack of thought on
these matters. As one individual observed, being a married couple
with dual careers requires a constant evaluation of [our] roles as
parents and professionals.
Two factors stand out as constraints, limiting the use and effective-
ness of workfamily policies. In many professions and organizations,
the use of part-time options is still interpreted as signaling less com-
mitment to the organization and to ones professional career. This was
brought home vividly by our expert panel from the legal profession.
Beth Boland, a partner in the Boston law firm of Mintz Levin, Cohn,
Ferris, Glovsky, and Popeo, P.C., reported that although over 90 percent
of leading law firms in Boston now provide a part-time option for asso-
ciates and partners, less than 5 percent of those eligible actually take
advantage of the option. Moreover, more than one-third of lawyers
believe doing so would hurt their careers.
Similar low rates of uptake on workfamily policies are reported in
other studies and by our students and alumni in their organizations,
for comparable reasons. The importance of face time and full-time
commitment appear to still permeate the culture of many organizations
and professions, dominating the images of the ideal worker or high
potential employee in the eyes of senior executives and even peers. As
one student commented, Unfortunately, there still does occur this
notion of face time that seems to equate the number of times your
face is seen to that of a higher performer. Box 4.2.3 from another
student further elaborates on this issue and the overall gap between
policy and practice.
The second constraint lies in the need to focus on changing the work
itself, collectively among peers and supervisors. Our colleague Lotte
Bailyn6 has documented this in her work and suggests the need to
design work collaboratively around a dual agenda: achieving high per-
formance and allowing individuals to integrate their work schedules
with personal and family obligations. In the legal community, for
example, Beth Boland pointed out that the legal work itself is well
6. Lotte Bailyn, Breaking the Mold (New York: Maxwell Macmillan, 1993).
Box 4.2.3
Gap Between Policy and Practice
All of the work-life programs, however, are in reality used by only a

small proportion of employees. The reasons for this are:
1. Rarely do male employees ever use them. Female employees there-
fore dont use them because they dont want to be seen as different than
other employees.
2. With todays culture of starting work earlier than required and
working later than required, many employees are reluctant to leave the
office before their colleagues.
3. As others in the class pointed out, face time is very important. Out of
sight is out of mind.
Box 4.2.4
Reflections from the Spouse of a Medical Resident
In addition, in spite of the fact that she was putting in all this effort, the
head of the program, coming from a time when surgeons were men, with
wives at home taking care of everything, could not understand how this
lifestyle was not maintainable for her. There were no support programs
or other alternatives available. Surgeons were supposed to do their job,
not complain, and stick it out.
suited to part-time arrangements, because most lawyers divide their

time among many clients. As a result, reduced time arrangements just
mean a reduced number of clients, not a reduction of effort in support
of any one client. This sort of thinking is at the core of the approach
that Lotte Bailyn has advocated.
The difficulty and yet the potential for addressing the stresses asso-
ciated with the long hours professionals put into their work was
brought home vividly through a vignette offered in box 4.2.4 by the
spouse of a physician-resident.
The biggest uncertainty and most interesting source of debate
involves whether the next generation, the so called Gen Y cohort, will
bring and maintain different values and expectations than those of their
98 Chapter 4
parents. After all, they will have observed the breakdown in the social
contract experienced by their parents and experienced the increased
number of hours their parents have been devoting to the paid work-
force. There is some anecdotal evidence to suggest that this generation
is deeply committed to building individual skills and capabilities, but
highly distrustful of organizations and other workplace institutions.
There are even some indications of an unwillingness to work long
hours of overtime at the expense of personal and family matters. If
these are indeed defining characteristics of this cohortshaped by their
experiences growing up during the eras of rightsizing, downsizing,
reengineering, and outsourcingthen there will be significant human
capital challenges for organizations and industries in the future. These
challenges appear to be particularly acute in such fields as autos, aero-
space, and NASA, all of which are facing a demographic shock with as
many as one-third of the employees eligible to retire in the next five
years.
The Coming Labor Force Scarcity?

Predicting future labor supply/demand balances is tricky because mul-
tiple variablesincluding the rate of economic growth, productivity,
immigration, working hours, retirement trends, and global sourcing of
workall interact to affect this balance. Nevertheless, straightforward
projections by the Bureau of Labor Statistics, using moderate estimates
of these variables, suggested that by 2010, labor supply in the United
States could fall approximately five to ten million workers short of
demand.7
The challenge is clear: Workers will be a scarce resource and those
with the most knowledge and skills will be among the most scarce, as
box 4.2.5 illustrates. The organization that seeks to compete on the basis
of human capital and knowledge will need to learn how to attract and
retain these valued workers. Thus, if anything, the individual and col-
lective power of the workforce will continue to increase.
The vision for the future that emerged from our discussions and
interviews is one that addresses the frontier challengesmanaging
diversity and addressing the different expectations of the workforce
by letting the people solve these problems themselves. This is a refrain
that will echo through the visions expressed not just for this challenge,
7. Howard Fullerton, Jr., and Mitra Toossi, Employment Outlook: 20002010Labor

Force Projections to 2010: Steady Growth and Changing Composition, Monthly Labor
Review, November 2001, pp. 2138.
Box 4.2.5
Stress and Shortage for Technical Professionals
Having entered the workforce in 1949 has allowed a unique perspec-

tive. Several factors contributed to the present condition. In the late 60s
and early 70s corporations became increasingly concerned with mergers,
acquisitions, global considerations and the issues associated with high
technology. As a result, pay scales for in-demand positions such as
patent law and technology specialties increased to attract talent.
However, as salaries increased there was also an expectation of 60
70-hour work weeks. Also, as pay increased many companies could not
afford to continue adding staff, so they began loading people down to
accomplish the work. This carries through to today where people in
technical shortage categories are still expected to perform to their pay
level. Also, where supply is an issue for these positions, it is easier to get
one person than two so the one hired may end up being asked to do more
than the work of one.
but for all those discussed in this paper. Young lawyers aspire to
succeed in their profession just as much as their counterparts of an
earlier generation. But they also want to attend to their family and per-
sonal lives and to rearrange work processes and caseloads to better
meet their dual agendas. They recognize they cannot do this unless
others in their profession and in leading companies work together to
change the culture and norms of their profession. The same movement
is underway among residents in the medical profession. They are ready
to transform the way they do their work, and, in the process, gradu-
ally change the culture of their professions and organizations. Will
those in power in organizations support or frustrate these efforts? The
answer to this question will influence the way this transformation
process plays out in the years ahead.
Knowledge-Based Work
The last quarter century has witnessed the gradual diffusion of what
are called knowledge-based work systems among front-line manufac-
turing and service workers. The general consensus derived from a
broad range of studies and the experience of our industry participants
is that these produce higher levels of organizational performance and
100 Chapter 4
higher levels of learning and employee satisfaction than the industrial

models of work organization they are replacing.8 Yet, the best known
examples of knowledge-based work systems are generally in what
are termed greenfield facilities (literally, new facilities built in open,
green fields). Most organizations fall into the brownfield category
existing operations with many of the legacy twentieth-century assump-
tions firmly in place.
Implementing the new work systems in these existing operations
requires extended and continued effort. Leaders from one Pratt &
Whitney facility participated in our class and cataloged their fluctuat-
ing efforts to implement team-based work systems and sustained
labormanagement cooperation. Successes were periodically set back
by turnover of plant managers or union leaders, and by decisions to
outsource work or lay off employees, which undermined the trust
needed to build and retain employee support for these workplace
changes and innovations. This is not an isolated example. The best
estimates from our research and others are that about one-third of
U.S. establishments have implemented some features of knowledge-
based work systems in their operations.9 Very few have achieved what
might be termed a transformation. Whether these efforts will be main-
tained and whether further diffusion will occur depends on the actions
of a variety of stakeholdersmanagers, workers, labor union repre-
sentatives, Wall Street analysts, and government policy makers. The
key issue is whether these stakeholders will recognize the value that
knowledge-based work systems offer the workforce and the eco-
nomy, and choose to work together to sustain the momentum already
underway, or will short-term decisions by these groups limit or even
undermine transformation efforts?
Alongside the implementing of new work systems is another key
labor market development: the increased use of various types of con-
tract, consultant, and project work arrangements. From the demand
side of the labor market, these arrangements offer employers access to
specialized knowledge from outside sources, flexibility, reduced head-
count and associated labor cost reductions, and the opportunity to
focus on core competencies. From the supply side, these arrangements
8. Casey Ichniowski, Thomas Kochan, David Levine, Craig Olson, and George Strauss,
What Works at Work? Industrial Relations, 1996, 299333.
9. Paul Osterman, Work Organization in an Era of Restructuring: Trends in Diffusion
and Impacts on Employee Welfare, Industrial and Labor Relations Review 53 (2000):
17996.
can also offer opportunities to learn across jobs and organizational

assignments, while also providing more options for integrating work
with different stages of personal and/or family life, for example, com-
bining work with further education, child or elder care duties, or as a
bridge into retirement. The downside of these arrangements lies in the
reduction of benefits, employment security, status, influence, and more
variable earnings for contractors. The costs to the organization include
increased coordination requirements, potential safety or security risks,
and the potential loss of organizational knowledge or capabilityall
downsides that become more visible after the outsourcing decision.
Clearly, if managed well, there are potential benefits to both organi-
zations and individuals from sensible use of contracting arrangements.
Our students and alumni see both the benefits and the pitfalls of these
work arrangements playing out in their organizations (see box 4.2.6 for
one students experiences with contracting). Their hopes and aspira-
tions for the future are that they and their organizational peers will
learn to use these flexible arrangements sensibly, to draw on the knowl-
edge and skills of independent contractors/consultants or those in
transition stages of their life cycle, and to not use this option as a short-
term way to simply reduce headcount or compensation costs.
Integrating Technical and Social Dimensions of Technology
In the last quarter of the twentieth century, U.S. manufacturing indus-

tries learned about the need to understand technology as an integrated
system of technical and social dimensions. That is, they learned that
a return on their investments in hardware could only be realized if
they were linked to complementary investments in education, work
redesign, and cultural change. The U.S. auto industry learned this the
hard way, by losing market share to Japanese competitors in the
1980scompetitors who were quicker to build this socio-technical
principle into their production systems, employment practices, and
work operations.
Our research has documented that the greatest returns to both man-
ufacturing and information technologies come when the technical
dimensions of technology are appropriately integrated with the orga-
nizational and human dimensions. Two Sloan students, John Krafcik10
10. John Krafcik, Triumph of Lean Production, Sloan Management Review 30 (1988):
4152.
102 Chapter 4
Box 4.2.6
Mixed Results with Contracting
For many tasks and positions, a contracting arrangement does indeed

provide a benefit to the government. After all, there is probably little dif-
ference with regards to maintenance workers, technicians, and other
unskilled or low-skill support personnel as to whether they are govern-
ment or private-sector employees. Tasks for these employees also tend
to be better defined, and supervisory functions are limited to general per-
sonnel-related issues. My observation, however, is that when the jobs
that are contracted out become more complex, requiring higher-level
skills and increased experience, then the system breaks down and ceases
to function properly. This leads to more waste, less productivity, and
more frustration on the part of both the civil servants and the private
sector employees. I believe that this is due to several interrelated causes:
First, the structure of the contract is usually such that there is no incen-
tive for the private contractor to hire the best-qualified candidate.
Instead, the least-costly candidate that meets the minimum criteria as
specified in the job description is the person that is hired. This is because
if the contractor hired a more costly candidate, then he might exceed his
proposed budget, which would count against him when profit is calcu-
lated or when the contract is up for renewal.
Second, a weaker candidate that is available immediately is preferable
over a stronger candidate who may be available in one or two months.
The reason for this is that every month that the position goes unfilled
will usually count against the contractors performance or profit. So the
private contractor has every reason to fill every position as fast as possi-
ble. Whether the candidate is the best or not does not really matter to the
bottom line.
Third, in positions requiring more experience or skills, supervisor,
reporting, and chain-of-command-related issues become more common
and more complex.
Fourth, one of the reasons that is often used to justify the on-site con-
tractor structure is that it allows government programs to be more flex-
ible in adjusting personnel levels, since the theory is that private
contractors can lay off people more easily than the government.
However, while this is true for many low-wage, low-skill positions, my
observation is that most of these on-site contracts have significant job-
protection guarantees built-in. In one case, three-month notices are
required before a lay-off can occur. These policies, while socially laud-
able, diminish the value of the on-site contractor arrangement, making
the need for such arrangements, especially with regard to higher-skilled
jobs, questionable.
and John Paul MacDuffie,11 demonstrated that world class productiv-

ity and quality performance were achieved in auto plants that inte-
grated deployments of technology with the development of flexible,
knowledge-based work systems, deep investments in training and
development, and high levels of employee participation in problem-
solving and decision-making. Plants that adopted this integrated
approach outperformed plants that invested more in technology
without corresponding investments in human resources and work
system innovations, and plants that continued to operate with more
traditional industrial models of production and work organization.
Later, the same results were replicated not only in other manufactur-
ing industries but with information technologies as well.12
The relationship between the technical and social dimensions of tech-
nology has been further elaborated by Wanda Orlikowskis research on
the uses of information technologies in the workplace.13 Her studies
investigated the implementation of new information technologies in
U.S., European, and Japanese firms. With a few exceptions, she found
that these firms had failed to realize the benefits anticipated by their
technological investmentsnot because of some failure in strategy,
technology, or deploymentbut because these firms had failed to
manage the most critical determinant of technological effectiveness in
organizations: how people actually use the technologies to get their
work done. These findings suggest the importance of shifting man-
agement attention from one primarily focused on managing technolo-
gies as physical assets to one focused on managing the human and
organizational use of technologies. Managing the use of technology
requires recognizing the critical interdependence between technical
capabilities and the human capital (knowledge, skills, motivations) and
work systems (norms, incentives, practices) that realize the value of
11. John Paul MacDuffie and John Krafcik, Integrating Technology and Human
Resources for High-Performance Manufacturing: Evidence from the International Auto
Industry, in Transforming Organizations, ed. Thomas A. Kochan and Michael Useem
(New York: Oxford University Press, 1992), 20927; John Paul MacDuffie, Human
Resource Bundles and Manufacturing Performance: Organizational Logic and Flexible
Production Systems in the World Auto Industry, Industrial and Labor Relations Review 48
(1995): 197221.
12. Timothy F. Bresnahan, Erik Brynjolfsson, and Lorin M. Hitt, Information Technol-
ogy, Workplace Innovation, and the Demand for Skilled Labor: Firm Level Evidence, in
The New Relationship, ed. Margaret M. Blair and Thomas A. Kochan (Washington, D.C.,
The Brookings Institution, 1999), 145184.
13. Wanda J. Orlikowski, Learning from Notes: Organizational Issues in Groupware
Implementation, Information Society Journal 9 (1993): 237250.
104 Chapter 4
Box 4.2.7
The Dilemma of What Knowledge to Capture
The constant turnover of personnel in our organization has made even

assuring short-term knowledge continuity very problematic. . . . First we
tried to capture the basics, without focusing so much on the step-by-step
instructions. This proved to be unsuccessful. . . . There is an extreme
reluctance on the part of the users (scientists) to assume anything that
was not explicitly written down. . . . In response to these comments . . .
we would write down every step, providing check-points, approximate
times of completion, etc. The result was that the procedures grew from
a single 30-page manual to an over 500-page book. . . . This approach was
as unsuccessful as the first one. . . . Some people are asking for more
detail, others are asking for less. No matter what we do, someone will
be disappointed.
those technical capabilities in practice. It also recognizes that use of

technology will change over timeas requirements evolve, market
conditions change, learning occursand thus resources need to be
dedicated to enable workers to adapt and augment their technologies
and their use routines, as appropriate, over time.
These same lessons are now being learned in the area known as
knowledge management. As box 4.2.7 indicates, there are many
dilemmas associated with the narrow concept of capturing knowl-
edge. Note that this example links issues of knowledge management
with issues of labor turnover.
One of the pioneers in the area of knowledge management, Larry
Prusak from IBMs Institute for Knowledge-Based Organizations,
built on this point in his presentation to our class, as illustrated in
box 4.2.8.
Building Leadership Capabilities
Most business school cases are written and discussed from the vantage
point of the CEO or others positioned at the top of their functional areas
or departments. This sends the signal that it is the brilliance or indi-
vidual leadership of those at the top who solve critical organizational
problems and which accounts for the success or failure of organiza-
Box 4.2.8
Information Technology and Knowledge Creation
It has been argued technologys most valuable role in knowledge man-

agement is extending the reach and enhancing the speed of knowledge
transfer. Information technology is indeed very useful in capturing,
storing, and distributing structured and codified knowledge, therefore
enabling other individuals in the organization to have access to it.
However, IT plays a much more limited role in knowledge creation,
which is very much a social process involving the exchange of hard-to-
codify knowledge and personal experiences. Also, IT, by itself, cannot
create a knowledge-based environment that promotes knowledge use
and sharing. For any technology to be optimized, it must be augmented
by strategy, process, culture, and behavior that support knowledge
sharing and knowledge-based work.1
Contribution by Larry Prusak to Sloan Course on Transforming Work,
Organizations, and Society (Spring 2002)
1. Laurence Prusak and Salvatore Parise, Information Systems as a Conduit for

the Transfer of Knowledge. Paper produced by the IBM Institute for Knowledge
Management, Cambridge, MA, 2002.
tions. The leadership model implicit (and sometimes explicit) in these

cases is one of the charismatic, visionary, and powerful strategist along-
side a top-down model of innovation and change. Some have argued
that in the last decade corporate boards of directors have been seduced
by the business press (a seduction possibly reinforced by business
schools) to search for a charismatic CEO to be the leader who will
provide the new vision and direction to transform organizational
performance.14
At Sloan, we are in a process (led by Deborah Ancona) of develop-
ing an alternative view of leadership better suited to modern organi-
zational realities.15 We see leadership as a distributed capacity,
exercised individually and collectively at multiple levels of the orga-
nization. This capacity is constituted by four interdependent capabili-
ties: visioning, sensemaking, relating, and inventing. As organizations
14. Rakesh Khurana, Searching for a Corporate Savior: The Irrational Quest for Charismatic
CEOs (Princeton, N.J.: Princeton University Press, 2002).
15. Deborah G. Ancona, Thomas W. Malone, Wanda J. Orlikowski, and Peter Senge,
Distributed Leadership, Sloan School of Management Workshops, Cambridge, Mass.,
2001/2002.
106 Chapter 4
Box 4.2.9
Linking Diversity Training and Leadership Skills
Diversity training is mainly to help employees better understand other

employees who are different from them. Additional training would be
valuable if it worked more on the group process and leadership neces-
sary to translate diversity into positive organizational results.
decentralize and flatten hierarchies, engage in greater cross-functional

teamwork, and participate in multiple, dynamic, network-like interac-
tions, we believe that the capabilities of this distributed model of lead-
ership become even more relevant and effective in practice. Moreover,
as organizations form more cross-boundary strategic alliances and
become part of larger networks, leadership capabilities must be shared
across these boundaries. In this way, leadership and change are highly
interdependent processes.
While the Sloan distributed leadership model continues to stress the
importance of developing individual capabilities, it recognizes that
leadership is a collective phenomenon that requires engaging the
energies, interests, and aspirations of the many people that constitute
the organizationthose involved in doing the everyday work of the
enterprise. In this respect, distributed leadership cuts across all of the
topics covered in this paper. As box 4.2.9 illustrates, for example,
diversity training can and should bridge into broader leadership
capabilities.
Redefining Organizational Goals
One inevitable consequence of adopting a human capital, knowledge-

based organizational model is that the voices of employees will become
more influential in shaping the values, goals, and priorities of the
twenty-first-century organizations. Judging from the level of interest
exhibited by our Sloan Fellows students, high on the list of priorities
of employees today are concerns for social and environmental sustain-
ability. These leaders want to work in and lead organizations in ways
that ensure their children and future generations have the same oppor-
tunities as they do. This is the vision they express in their thesis pro-
jects and comments. Thus, sustainability may be the frontier example
of how the underlying objectives of organizations may change in

human centered organizations.16 (See box 4.2.10 for an example.)
A number of organizations have made highly visible commitments
to managing from a sustainability perspective. This movement is
farther advanced in Europe, in part because the European Community
will shortly require companies to report outcomes related to what they
view as their triple bottom line, that is, people, profits, and planet.
Shell and British Petroleum are among the leaders in emphasizing
sustainability, as documented in a thesis by two recent Sloan Fellows,
Clare Mendelsohn and Anirudha Pangarkar.17
In the United States, we examined the Ford Motor Companys highly
visible effort to refurbish its River Rouge manufacturing complex
following principles of sustainability. The result has been a bold
rethinking of the relationship between a factory, its products, and the
environment. Fords CEO William Clay Ford has been an outspoken
advocate of the River Rouge initiative and the corporation has even
added environment to its traditional set of standard metrics on
safety, quality, delivery, cost, and morale. Still, the concept of sustain-
ability has not yet become deeply embedded in the values and beliefs
of the companys managers or in the corporations manufacturing
processes and product development processes. A small staff and a
handful of strong line leaders support Fords sustainability initiatives,
but it remains to be seen if the vision will continue beyond the current
CEO. That is, is the commitment to sustainability itself sustainable?
Another area where managing multiple stakeholders is critical is that
of strategic partnerships, including labor-management partnerships,
public-private partnerships, customer-supplier partnerships, and even
strategic alliances among competitors. In class, we observed that these
strategic partnerships are characterized by constant tensionssuch as
the tension between the personal relationships between individuals in
the respective organizations and the formal roles that these individu-
als havewhich can lead them to withhold information, act unilater-
ally, and otherwise undermine the relationships they have built.
Similarly, there is a constant tension between the pressure to deliver
short-term results and the long-term process of constructing and
16. Peter Senge and Gren Carstedt, Innovating Our Way to the Next Industrial Revo-
lution, Sloan Management Review, JanuaryFebruary, 2001.
17. Clare Mendelsohn and Anirudha Pangarkar, Case Studies of How BP and Shell are
Approaching Sustainable Development. Masters Thesis, Sloan School of Management,
Cambridge, Mass., May 2002.
108 Chapter 4
Box 4.2.10
Social and Environmental Sustainability: the Athabasca Oil Sands Project
The objective of the Athabasca Oil Sands Project (a joint venture effort
led by Shell Canada) is to mine the estimated 100-yr supply of oil. While
this oil field had been discovered as early as 1956, two prior attempts to
mine the oil had failed on technical and environmental grounds. A big
concern was the large environmental footprint associated with the mine
and the 300 miles of pipeline. It was only on the third attempt, begun in
1996, that a breakthrough was reached, and oil was successfully pro-
duced. This third attempt was uniquely steered by social and environ-
mental sensitivities and community need for involvement. Shell
Canadas success came from being able to demonstrate to all the critical
stakeholders that the project could provide economic, social, and envi-
ronmental benefits. Through a participatory, collective approach
including and engaging local communities, experts, and NGOsShell
Canada was able to realize numerous advantages for the community of
Athabasca:
1,000 permanent jobs were established within the local community
with as many as 12,000 employed during the construction peak.
The community benefits from substantial tax revenues.
The project helped to build and augment the skills of the local people.
Process water was recycled, thereby reducing demand on local rivers.
A domestic supply of gas was developed, resulting in less dependency
on oil imports.
No chemicals were utilized in the oil separation process, and mine
lands will eventually be restored to a natural condition.
A groundbreaking climate change program was developed to address
international concerns and to identify ways to reduce CO2 emissions.
An independent panel of experts continues to identify other means for
carbon offsets as well as renewable energy alternatives.

sustaining a partnership. These and other tensions reveal that strategic

partnerships are fundamentally unstable organizational forms, depen-
dent on a constantly adapting agenda which continues to deliver value
to all parties.
We examined one unique labor-management partnership on this
issue: the Kaiser-Permanente health plan partnership, which involves
eight unions representing 55,000 workers in 26 bargaining units across
18 states. We heard evidence of the way that these partnership efforts
have helped to grow the business by valuing employee knowledge, as
well as by constructing path-breaking joint initiatives on work-family
matters, the reduction of medical errors, systems for conflict resolution,
and even methods of compensation. At the same time, we also learned
of the constant difficulties of incorporating innovative lessons into
ongoing organizational operations, as well as the difficulty of address-
ing key stakeholders who are not part of the partnership, whether they
are the doctors who have a separate organizational structure within
Kaiser-Permanente or the other unions and bargaining units that have
chosen not to be part of the partnership.
Beyond the issues of strategic partnerships, we also explored exam-
ples of innovation in local, state, and federal government. Here the
issues involved not only mechanisms to value employee knowledge
and capability, but also transformation around redefined outcomes,
greater collaboration, and new roles for the clients being served by
the agencies. In her thesis on social sustainability, Sloan Fellow Lynne
Dovey18 found that broader social systems change requires a new role
for governments (whether local or national): a role where they engage
in power-sharing and joint accountability with organizations and com-
munities, enable valued outcomes rather than only enforce regulations,
create incentives for collaboration with multiple stakeholders, partici-
pate in longer term, relational contracting, and practice distributed
leadership.
Implications for Management Education
As business schools rose to prominence over the twentieth century,

organization theory and education focused more and more on
18. Lynne Dovey, Achieving Better Social Outcomes in New Zealand Through Collab-
oration: Perspectives from the United States. Masters Thesis, Sloan School of Manage-
ment, Cambridge, Mass., May 2002.
110 Chapter 4
management within the individual firm. Organizational control, auton-

omy, flexibility, and managing uncertainty became key issues. Priority
was given to strategies for attracting and allocating financial capital,
managing these and other firm assets in ways that return value to
shareholders, and protecting the firm from the influence of agents,
groups, and organizations that lie outside the firms boundaries. Orga-
nizations were conceived as going concerns that survive indefinitely,
so potential future liabilities or costs were discounted and incorporated
into current decision making.
As we rethink assumptions around the nature and value of work
and organizations, key adjustments to business school curricula are
needed. Just as we inverted the analysis of work and organizations
to reflect where value is created, so too do we need to revamp teach-
ing to provide future managers and leaders with the perspectives,
knowledge, and tools that enable organizations to realize the poten-
tial value from the workforce and their knowledge. Each dimension
highlighted in this paperworkforce demographics, knowledge-
based work, integration of social and technical systems, distributed
leadership, and expanded organizational goalswill need to be
integrated in the curricula and supported with practical tools and
experiences.
We need, for example, to prepare business leaders to address high
priority, sensitive workforce issues such as diversity and fair treatment,
as well as career development and work-life integration. The manage-
ment skills and tools needed here are straightforward: engaging,
listening to, negotiating with, and facilitating different forms of
individual and collective employee voice. Whereas twentieth century
workforce management focused on command and control, in the
twenty-first century the workforce is directly engaged in the manage-
ment process. Skills in negotiations, problem-solving, conflict resolu-
tion, and coordination of horizontal, cross-boundary interactions need
to become the standard tools of the trade.
Similarly, knowing how to implement and sustain mechanisms for
knowledge creation and application is essential in the knowledge-
based organization. This requires an understanding of the needed
knowledge, skills, and abilities at every phase of what is sometimes
termed a value stream in an organization. Most efforts to manage value
streams effectively are focused on mapping the flow of products or ser-
vices from conception to ultimate customerslooking for constraints
and improvement opportunities. Our analysis would call for training
next-generation managers to be able to do a parallel mapping of knowl-

edge and capabilitieslooking for constraints and opportunities along
the dimensions of knowledge and human capital.
In the domain of technology, we would call for deeper and more
explicit attention to the interdependence of social and technical aspects
of business operations. The MBA degree grew to prominence in the
twentieth century as a specialized profession, separate from the disci-
plinary training of other university departments. This reinforced the
view that issues of training, development, teams, and even leadership
should be treated separately from efforts to design, implement, and
innovate with various types of new technology. Managing the twenty-
first-century organization will require integrating state-of-the-art
knowledge and skills that cut across traditional disciplinary bound-
aries. The implication here is clear: management schools need to be
better integrated with their physical and social science and engineer-
ing counterparts, and vice versa.
As we educate next-generation business leaders, we must better
understand and appreciate the leadership development that has
occurred over the past decade. Even if the so-called Internet bubble has
burst, what still remains is a cohort of young, talented people who have
developed valuable insights and capabilities in this concentrated e-
business crucible. Already there is anecdotal evidence to suggest that
this cohort is less interested in traditional business cases centered on
large, multidivisional corporations and more interested in learning that
incorporates what they now know, as well as the kinds of organiza-
tional settings to which they aspire. Leadership, as Robert Thomas and
Warren Bennis emphasize,19 is often best learned through experiences
of failure. The lesson here is obvious: we simply have to work with our
students to help them and us to reflect on and learn from the rich expe-
riences they bring into our classrooms.
The basic assumption of a shareholder- and customer-driven, profit-
maximizing organization is woven throughout business school educa-
tion. Much less common is attention to the multiple stakeholders
associated with any business operation and the objectives or metrics
relevant to these other stakeholderswhether they be the workforce,
communities, regulatory agencies, strategic partners, or suppliers.
Our challenge is to build on and go beyond such initiatives as the
19. Warren Bennis and Robert J. Thomas, Geeks and Geezers (Boston: Harvard Business
School Press, 2002).
112 Chapter 4
balanced scorecard,20 stakeholder value,21 reciprocal contracts, and

related mechanisms for attending to outcomes for multiple stakehold-
ers. We have found the best way to do this is by bringing representa-
tives of these different stakeholders into our classesto hear directly
about their perspectives, interests, and the value they can add to orga-
nizations and to build cases and simulations that put students in these
different stakeholder roles and hold them accountable for addressing
these multiple criteria.
Conclusion
We draw three broad conclusions about the diversity of practice in

organizations today, the process of transformation, and the leverage
associated with broader assumptions on work and organizations. First,
the differences between the two organizational models outlined at the
outset of this paper are reflected in organizational practices today,
where organizations are seen to be positioned at various points along
the continua characterizing these two organizational models. Many
organizations are currently trying to transform themselves as they rec-
ognize the importance of human capital and knowledge to their future
effectiveness.
Second, there is no guarantee that such a transformation process will
continue or succeed. It is not guided by some invisible hand or market
imperative. Indeed, we have encountered many disconnects between
rhetoric and reality. Organizational change is a highly political, con-
tested process involving individuals and groups with different, often
conflicting, interests, beliefs, and power. Therefore, whether the various
transformations currently underway will result in organizations more
suited to the demands of the twenty-first century will depend on man-
agements willingness to challenge fundamental assumptions about
organizations and the quality of the negotiated change processes they
engage in with various stakeholders.
Third, we have outlined a broader set of assumptions about work
and organizations that represent a powerful set of levers for transfor-
mation. Yet to put this larger set of assumptions on the table for dis-
cussion and change will require opening a dialogue with the various
stakeholders who share an interest in and commitment to building
20. Robert Kaplan, Strategy Focused Organizations: How Balanced Scorecard Companies
Thrive in the New Business Environment (Boston: Harvard Business School Press, 2001).
21. Murman et al., Lean Enterprise Value.
effective twenty-first-century organizations. The implication here is

simple but blunt: the future of management (and management educa-
tion) is too important to leave to managers alone! Employees from the
front lines through middle management and the executive ranks, pro-
fessional associations and unions, families and communities, partner
organizations, as well as nongovernmental organizations and govern-
ment policy makers are all part of the network of leaders who need to
be engaged and involved in shaping the organizations of the twenty-
first century.
McGregor asked us to rethink our assumptions about people. Now
our task is to examine an even broader set of assumptions around the
very nature of work and organizations. The choices we make will deter-
mine whether the rhetoric around the twenty-first-century organiza-
tions will become a reality.
Acknowledgments
Invaluable assistance in this research was provided by Natasha

Iskander, Jen Fabas, Lynn Dovey, Carolyn Corazo, and many other
participants in the Sloan seminar 15.343 on Transforming Work,
Organizations, and Society. Support for this paper was provided
through MITs Sloan School of Management and the Cambridge-MIT
Initiative (CMI).
4.3 Discussion
Meg OLeary, senior manager at PriceWaterhouseCoopers, exemplifies

the rising class of virtual knowledge workers of the future. Rather than
commute to an office, Ms. OLeary does her job from her home and has
done so since 1998. Figure 4.3.1 illustrates a typical day in her life.
The new style of work environment described by OLeary affords
both better and worse work-life balance. On the one hand, it is easy to
have lunch with the family and never miss dinner. On the other hand,
the tenuous boundary between work and home means longer hours
and a feeling of never being far from work. Being a virtual worker
means never having to face an ugly commute in snarled traffic, but it
also means never having a reason to leave the house for days on end.
OLeary also lamented her dependence on technologyone of Bostons
infamous Noreaster storms can knock out telecommunications and
disrupt her work.
Ms. OLearys work schedule also shows an important point about
globalization: working in multiple time zones forces workers to expand
their workdays to overlap with the workdays of global colleagues.
Boeing CEO Phil Condit had noted how important round-the-clock,
round-the-world knowledge work has become for his company. Boeing
uses such practices both for design work and for rapid response to
project proposals. Because of telecommunications, knowledge work
has the potential to bring people together in ways that the industrial
revolution never did. Global knowledge work practices bring people
from different countries to work directly with each other. While the
industrial revolution brought the people from the country into the
cities, the information revolution will bring the people of all countries
together.
Working in globally distributed teams makes face time difficult even
for workers who dont telecommute. Nonetheless, telecommuting
116 Chapter 4
5:006:00 Arise and prepare for global teleconference call

6:009:00 Participate in global teleconference call
9:0011:00 Read, listen, and respond to e-mail and voice-mail
11:0012:00 Write proposal with team from NC, CAN, and DC
12:0012:30 Have lunch with daughter
12:302:00 Test conference software with vendor and clients
2:003:30 Join all-hands call re: IPO/merger and forecast
3:305:00 Debrief with colleague and prep for late-night
5:008:00 Spend time with family
8:0010:00 Call with Hong Kong and wrap-up days business
Figure 4.3.1 A Day in the Life of Meg OLeary
brings additional challenges to workers. Being a high-performer

doesnt require you to see and be seen, OLeary said, but it is isolat-
ing. She recalled a time where she realized that she had not left the
home for an entire week as she moved from downstairs family time
to upstairs work time throughout the days.
The autonomy and nature of telecommuting work also demands
constant learning, but there is little programmed professional devel-
opment time. Youre doing it on your own, Ms. OLeary said.
Finally, working in virtual teams brings great opportunities to
demonstrate leadership by stepping forward and managing projects,
but there is little opportunity to interact with role models or see them
in action.
When asked what a company can do to enable work that promotes
a work-life balance, OLeary said that the key is for the company to
create a culture that supports the balance. It has to be the culture, not
just paying lip service to the concept, Ms. OLeary said. There cant
be a huge discrepancy between practice and philosophy. At PWC,
working from home is not seen as a career-limiting move. Its not seen
as not being committed to the organization. That is what has kept me
with PWC.
Ms. OLeary offered two additional suggestions to companies. First,
companies should provide opportunities for growth and development,
to keep employees engaged. Second, companies should focus on out-
comes, not process. I do project work and complete my projects. The
company doesnt need to know when the work gets done, just that it
gets done and that clients are happy. This approach requires to trust
employers that employees will complete their work and exceed expec-
tations on client service.
Thus, the employer-employee relationship is very different at PWC,
going beyond McGregors Theory Y. The company is based more on
trust than on command-and-control. Workers are judged on their
ability to fulfill the commitments that they make to each other. Col-
leagues and the company measure people by the quality of their results
rather than the quantity of their hours on the clock. Complex,
unscripted project workin contrast to routinized piecework
requires a flexible work environment.
SAS Institute, the worlds largest privately held software company,
exemplifies a corporate culture based on trust and flexibility. The
example of SAS illustrates how a $1.2 billion company can do well
financially by doing right for its 9,000 employees. SAS CEO Dr. James
Goodnight noted that when 95 percent of a companys assets drive
out the front gate every night, the CEO must see to it that they return
the following day. A trust-based environment, onsite healthcare,
recreation facilities, and good equitable pay structures help get people
to return.
For these efforts, SAS is ranked third on Fortune magazines Best
Places to Work in America rankings. With 3 percent employee
turnovercompared to the 20 percent figure common to the software
industrySAS saves an estimated $75 million per year by not having
to acquire replacement workers. We would rather pay our employees
than pay headhunters, Goodnight said. Such practices mean that new
employees want to join SAS. The company enjoys first pick among the
very best workers, getting some 200 applicants for each job posting.
Finally, he stressed that strong employee loyalty drives higher cus-
tomer loyalty. Workers that stay with the company form lasting rela-
tionships with the companys customers; retaining employees helps
retain customers.
The low turnover ratio at SAS prompted an audience member to ask
whether low turnover impeded innovation, thereby creating an inbred
corporate culture. Goodnight answered that SAS uses internal mobil-
ity to create a strong flow of ideas, rather than using a revolving door
of entering and departing employees. Workers at SAS work on a project
basis, and they can move freely about the company. Unlike a traditional
hierarchical manufacturing company, SAS lets workers move in and
out of linear career development paths. Moreover, the company is still
growinggetting fresh new workers as it expands. With its commit-
118 Chapter 4
ment to the long-term, SAS is even hiring during the economic down-
turn in the software and technology sector. The company is foregoing
short-term profits to hire very skilled workers who were laid off in the
crash of the technology sector.
Dr. Peter Senge suggested that people should question their
assumptions about corporate and government practice and about the
developed worlds entire way of life. Assumptions are embedded in
the language that we use. Under McGregors transition from Theory X
to Theory Y, people shifted from being a labor cost to being a cor-
porate asset. Yet, Senge questioned even the language of calling
people assets or resources. He noted that the definition of a
resource is something standing ready, waiting to be used. Kofi Annan
spoke of the need to move from talking about balance sheets (with their
lists of categorized assets) to a more people-focused perspective. In
moving beyond McGregors Theory Y, leaders need new ways of think-
ing about the unique relationship and mutual responsibilities between
employers and employees. This new model would move away from
the assumption that employees are assets that can be bought, depreci-
ated, and disposed.
Dr. Senge also suggested that, because of sustainability, the entire
industrial revolution is a giant bubble, not unlike the dot-com bubble.
We dont see it yet because the industrial revolutions bubble has not
yet popped. People do not see the bubble-like nature of current prac-
tice because of the most insidious feature of bubblesthey look so
good to those inside them, until they pop. Those inside see nothing
but growth and good times. Those outside see how the bubble has
overstepped rational bounds and is bound to pop. Just as the dot-com
bubble was not sustainable, the rapacious resource consumption pat-
terns of the industrial revolution are not sustainable. Senge noted that
the average American needs, literally, a ton of resources per week to
support their lifestyle. Few believe that everyone in the world can rea-
sonably attain the resource consumption patterns of the developed
world. Thus, he echoed Kofi Annans concern about those outside the
affluent circle (or bubble) of the major industrial nations15 percent
of the people having 95 percent of the goodies is not sustainable.
All three panelists commented on the need for education reforms,
especially at the lower educational levels. For Jim Goodnight, the issue
was that the old model of education presumed that the student was
destined for the manufacturing world. He noted that it is clear that the
U.S. will, and must, leave behind its manufacturing past and embrace
the world of knowledge work. Rote learning of preconceived answers

will not work in the coming age. Toward this, both Meg OLeary and
Peter Senge noted the need for teaching thinking skills to twenty-first
century global citizens. As the nature of OLearys telecommuting
workstyle shows, managers and employees alike need a better under-
standing of work-life balance and how to work in cross-functional,
cross-cultural teams.
In summarizing the panel, Dr. Joel Cutcher-Gershenfeld noted the
classic dilemma of change: how do new practices prove themselves to
the adherents of old practices while breaking the molds of those prac-
tices? Peter Senge noted that the transition beyond McGregor is but 5
percent complete and quoted Dee Hock (founder of Visa International)
in foreseeing an era of massive institutional failure, filled with crisis
and retrenchment. Fortunately, the engine of new venture creation pro-
vides a mechanism for transitioning to new practices (in the private
sector, at least).
Dr. Cutcher-Gershenfeld also commented on the gap between poli-
cies and practices: many companies and civic leaders espouse enlight-
ened viewpoints but fail to follow them with action. Unfortunately, the
drive for short-term results outweighs the goal of long-term sustain-
ability. Yet companies can bridge the gap between short-term results
and long-term ethics. In her presentation, Hewlett Packard CEO Carly
Fiorina argued that even without compassion, companies can see that
it is in their long-term best interests to create a sustainable long-term
future. Currently, only 10 percent of the world can afford HPs prod-
ucts. Thus, working toward a long-term better future for everyone pre-
sents tremendous opportunities for growth for all companies.
5 Marketing
5.1 Innovation and the
Constancy of Change
Rick Wagoner
I want to talk about change, innovation, and the long-standing rela-

tionship between General Motors and the Sloan School of Manage-
ment. The relationship between the Sloan School and GM is based on
a rich history and solid results. GM and Sloan share a common her-
itage of cutting-edge research, real-time business applications, and
bottom-line contributions in business and education.
Today, GM and the Sloan School remain, in many ways, reflections
of the man who largely defined both institutionsAlfred P. Sloan.
At GM, Alfred Sloan set out to build a different kind of auto
companyone that embraced his belief in, as he put it, a car for every
purse and purposeone that rejected the prevailing notion, in 1918,
that customers could buy a car in any color they wanted, so long as it
was black.
At MIT, Alfred Sloan had a vision of a different kind of business
school, one that promoted a closer association between science,
engineering, and industry. Sloan imagined a school that did more
than just teach best practiceshe foresaw a school that helped define
them.
And I think we can all agree that its no stretch to say that Sloan
achieved more than even he thought possible, at both institutions.
Under Sloans direction, GM went on to become the worlds most suc-
cessful automaker. And under Sloans influence, the Sloan School went
on to change the paradigm of management education forever.
And yet, successful as GM and Sloan have been over the years, were
both in the process of reinventing ourselves today. Frankly, we have
little alternative. As Sloan, himself, said, There is no resting place for
an enterprise in a competitive economy . . . no company ever stops
changing. And thats as true today as it was in 1918, as true for MIT
as it is for GM.
124 Chapter 5
So, how do we deal with the constant changes that we find ourselves
confronting every day? Let me offer a little story.
Last year, the city of Detroit marked its 300th anniversary, and one
of the things the city did to celebrate was open a time capsule that
had been sealed in 1900. In the time capsule were some 55 letters
from prominent business and community leaders at that time, and its
interesting to note that not one of those letters represented the auto
business.
In 1900, the auto companies were, in many ways, the dot.coms of
their day. In fact, for most people in 1900, cars were little more than an
expensive novelty. As Sloan put it, many bright automotive ideas
ended with a horse and a towline.
Consider the case of Billy Durant, founder of GM, whose single best
decision may have been to bring Alfred Sloan into the company. From
1914 to 1920, when GM was just one of a number of speculative auto
companies, investment capital poured into the auto industry. During
that period, GM stock soared more than 5,500 percent.
In the early 1920s, however, the overcrowded automobile industry
failed to deliver on expectations, and auto stocks plunged. In six
months, GM lost two-thirds of its market value. In a panic, Durant
began to borrow huge amounts of money and buy back shares, in a
futile attempt to prop up the companys stock price.
To make a long story shortafter a wild ride, GM eventually recov-
ered. The upshot is that as uncertain and challenging as the auto indus-
try is today, in some ways, its really not so different from our industry
of 100 years ago. History shows usand the dot.com debacle is just
the latest examplethat one of the few constants in our world is
change, and unless you keep up with it, youll be history yourself.
At GM, we think the answer to keeping up with this changeor
better, staying ahead of itlies in innovation. GM built its reputation,
and its position at the top of the global auto industry, primarily because
of its commitment to innovationproduct innovation and business
innovation.
In fact, you could argue that Alfred Sloans greatest contribution to
society was his invention of modern business management. Under
his leadership, GM was a pioneer in market research, retail and dealer
franchising, cost accounting, the annual model change, vertical inte-
gration, and much more.
But, Sloans GM built a great track record of product innovation, as
wellfrom the self starter and electric headlights, to safety glass and
Marketing 125
the fully automatic transmissiontechnologies we dont even think

about today, but which revolutionized the auto industry 50, 60, 70 years
ago.
At GM, were very proud of our innovation historybut, of course,
we cant operate in the past. As Thomas Jefferson put it, The past is a
good place to visit, but I wouldnt want to live there.
My point is simply thisits innovation that got GM where it is
today, and it is continued innovation that will enable us to succeed in
the years to come.
Of course, I should point out that not all of GMs past innovations
have come out exactly the way we intended. From the ill-fated copper-
cooled engine of the 1920s to the Corvair of the 1960s, from the Rotary
Engine of the 1970s to our assembly-line robots that painted themselves
in the 1980sweve had a few miscues.
But thats part of the innovation process. We dont stop every time
we swing and misswe regroup, learn from our mistakes, and try
again. In fact, my favorite quote from Sloans famous tome, My Years
with General Motors, is this: Each new generation must meet changes
in the automotive market, in the general administration of the enter-
prise, and in the involvement of the corporation in a changing world.
. . . The work of creating goes on. And it does go on. In fact, weve
been doing a lot of creating at GM, latelyworking hard to really
turn our company around and get it back on the road to vibrancy and
growth. And while we continue to face plenty of challenges, were also
making some good progressin our quality, our cost competitiveness,
our financial results, and most important, in our new products. This is
the kind of innovation that Alfred Sloan would have expected of GM
just as he would have expected the kind of progress and innovation
that you are driving these days at MIT and the Sloan School.
Long before the days of GM and MIT, the Greek philosopher
Heraclitus pointed out that Change alone is unchanging. As he put
it, You cant step twice into the same river. Of course, his words still
ring true today, but that river he talks aboutit seems to flow faster
all the time.
The rate of change in todays world is extraordinary. At GM we work
hard to keep ahead of it. And we want to recognize the organizations
that work equally hard to help us remain ahead of it.
The Sloan School of Management is a great example of just such an
organization; and at GM, we want to recognize the role it plays in
preparing business executives who understand and value the need for
126 Chapter 5
innovation. I am therefore pleased to announce a gift from GM to the

Sloan School of Management, to be used for the creation of a new
award to honor excellence in marketing science theory.
The award will be called the Buck Weaver Award, in honor of
Henry Buck Weaver, the first director of Consumer Research at GM
and, we believe, the first in the auto industryin the 1930s.
Weaver pioneered many market research methods that we take for
granted today. He had customers designing their own cars, helped link
GM styles with designs outside the auto industry, andtruly radical
helped GM build cars with the features that customers said they actu-
ally wanted.
Buck Weaver was way ahead of his timehe was delivering the
future in the 1930s, just as the Sloan School does today. The Buck
Weaver award will be presented by MIT to an individual who has made
significant contributions to marketing science theory and relevance
over the course of his or her career. MIT will present the first award
next spring.
At GM, were proud to play a part in ensuring that the Sloan School
continues to build on its extraordinary reputation for innovation and
the recognition of innovation excellence.
5.2 Consumer Power and the
Internet
David Gagnon, Susan Lee,

Fernando Ramirez,
Siva Ravikumar,
Jessica Santiago,
and Telmo Valido, under
the direction of Professor
Glen Urban
Although the Internet has not revolutionized the way consumers shop,
it has brought more subtle yet equally important management impli-
cations. Among these implications is the marketing influence which
consumers and suppliers have as a result of the Internet.
On the consumer side, customers have greater bargaining power
through increased access to timely and accurate information about
their product of interest. On the supply side, marketing automation
technology allows targeted promotion and differential pricing. The two
forces are generally opposing. Marketing automation supports push
marketing and price discrimination, while customer power prevents
manufacturers from practicing push marketing.
This paper explores three industries in depthtravel, new automo-
biles, and health care. For each industry, we examined the pre- and post-
Internet industry structures, looked for changes in customer power,
and analyzed the strategic responses by firms. From this, we infer
which strategies companies should use to balance the forces between
increased customer power and increased automation. On the one
extreme is pure trust, or advocacy marketing, which entails full, honest
information exchange with customers who are regarded as a commun-
ity. On the other extreme is pure push marketing, which aims to isolate
customers and extract the maximum surplus from each customer.
To understand the historical context of the shift in consumer power
and its implications for the science of marketing, we look to Douglas
McGregor and his impact on the science of management. As noted in
chapter 4, in 1957 McGregor posed a new view of what motivates
employees. The traditional view, Theory X, held that employees dislike
work, avoid responsibility, and prefer to be told what to do. In contrast,
McGregor proposed Theory Y, that employees are creative, willing to
128 Chapter 5
exercise self-direction and accept responsibility. Theory Y provided a

new view of employees as empowered employees, and it led to
innovations such as participatory management. Similarly, Theory Y
can be applied to marketing. Theory Y marketing provides a view
of empowered customers and leads to trust-based marketing. Under
trust-based marketing, consumers are seen as imaginative and capable
of making decisions. Rather than using one-sided advertisements to
push products, companies following trust-based marketing principles
provide unbiased information to consumers that helps the consumers
make their own decisions.
One element in which all industries seem to be most equally affected
by the Internet is in the expansion of the market structure to accommo-
date new entrants with a prominent online presence. The automotive
industry, for example, has seen a massive proliferation of third-party
infomediaries and buying services. These companies place themselves
between the consumer and the dealer, providing a wealth of resources
for the consumer to access, and often generating sales leads that can
then be sold to dealerships. In the travel industry, online travel agencies
have emerged to enable the consumer to conduct his or her own
research and book travel arrangements. This growth has come largely at
the expense of independent travel agents, who now find a customer
base that is willing to perform the services traditionally managed by
the travel agent. The healthcare industry has given rise to online
health super sites that aim to provide consumers with access to health
information previously accessible only to physicians. While the access
to prescription medication is still in the control of licensed physicians,
the process to determine which drug is most appropriate for a patient
can be influenced by an educated patient. This new consumer power
has an indirect effect in the pharmaceutical sales process.
Our research indicates that customer power in this Internet era is
largely dictated by three factors: more options, more information, and
simpler transactions.
More Options: Does the Internet create new purchase and distribution
channels, or is it merely a resource for additional information? Indus-
tries that have accommodated the Internet as another option to pur-
chase the product typically provide consumers with a greater degree
of power.
More Information: How quickly and easily can consumers obtain timely
and valuable information regarding the price, availability, and specifi-
Marketing 129
cations of available products? The value of this information is enhanced

when the consumer has online tools to make direct comparisons
between the relevant choices.
Simpler Transactions: Simpler transactions translate into greater con-
sumer power. The Internet empowers customers by facilitating trans-
actions that are easier to evaluate and/or more convenient to execute.
Conversely, complicated transactions like those that involve negotiat-
ing a final price, customizing an order, or bundling associated prod-
ucts/services tend to mitigate a consumers power by raising the level
of complexity in favor of the retailer.
While we have tried to separate these categories into unique entities,

significant overlap often exists, and the three components are highly
interdependent. The effect of any one of these components on the total
consumer power is a function of the other two components, which
becomes obvious in our industry analysis.
The nature of consumer usage varies widely across the three indus-
tries we studied in depth. In the automotive industry, the Internet is
primarily still a research tool. Over 60 percent of new vehicle shoppers
access vehicle information on the Internet before making a purchase,
but only about 6 percent employ online purchasing services. In the
travel industry, the Internet is a purchase tool that reduces the need for
travel agents. Over 35 percent of leisure travelers use the Internet for
research and 13 percent of all travel bookings are purchased online. The
healthcare industry is more difficult to measure along these dimen-
sions, but over 50 percent of the total active online adult population in
the United States are e-health consumers, meaning that there are
approximately 46 million Americans who actively use the Internet to
research personal health issues.
Our breakdown of the factors indicating which strategy (push mar-
keting, full trust or partial trust) is most likely to be successful is sum-
marized below in the weights-and-balance scale analogy.
At one extreme is the pure push business model, which involves
virtually no trust. In a push-based business model, a company tries to
manipulate customers into buying products and services. The goal is
to get as many sales as possible, especially sales of high-margin items.
Alluring, flashy ads create hype that drives salesadvertising and
marketing emphasize form over substance. Fulfillment and after-sale
support are minimal and very cost-oriented. Under the push business
model, the goal is to get the next sale, rather than the sale after that.
130 Chapter 5
In the middle is a business model based on partial trust. The

companys sales strategy is one that honestly tries to match customers
to the products offered by that company. Such a company offers exten-
sive and honest information about its own products, although it will
not necessarily provide any useful comparisons to competing products.
A partially trust-based company has a value-based pricing strategy so
that customers know that they are getting what they pay for. Because
trust is one element of such a business model, companies in this middle
category will have adequate fulfillment and support services that
deliver the promised value to the customer (e.g., good quality prod-
ucts, adequate returns processes, and service guarantees). A partially
trust-based company worries about customer retention, but may try to
retain customers whose needs are no longer met by that company.
A fully trust-based business model seeks to create customers who
trust the company to act on their behalf at all times. Sales, marketing,
fulfillment, and support all work together to under-promise and over-
deliver. In seeking to unconditionally serve and satisfy customers, a
fully trust-based business will actually occasionally act against its own
short-term interests (e.g., recommending a competitors product or
covering the cost of some extreme level of service). Because a trust-
based company tries to build customers for life, these companies strive
to create reputations for impeccable honesty. Although a fully trust-
based business can lose customers (whose needs or circumstances
change), the quality of the experience means that even ex-customers
become delegates of that companys marketing department.
The most significant implication of this model is that the full trust
strategy requires a more desirable market presence. This strategy is
most successful for companies with the best products and an educated
consumer base. These factors also tend to be more stable in the long
run, which is another advantage of being on this side of the scale. An
educated consumer is able to better validate any corporate claims of
product performance, and thus one would expect this customer to be
more receptive to the notion of an advocacy relationship with the
supplier.
Push marketing, however, is successful in that companies are able to
respond to information-enabling technology (such as the Internet)
more quickly than consumers can. Therefore, companies can use mar-
keting automation tools to capitalize on consumers that are not yet fully
informed about the product/service features. These customers, in the
Marketing 131
absence of specific information, are more likely to emphasize how

much of a deal they believe they are being offered. Since the seller often
easily manipulates these perceptions of value, push marketing has the
potential to be most effective in the short-term aftermath of new
technology introduction. Eventually, consumers will gain access to the
information they need to make better judgments, and the sellers mar-
keting automation efforts will be offset by consumer knowledge.
Table 5.2.1 summarizes the impact that the Internet has had on the
travel, automotive, and healthcare industries, as well as how those
industries have reacted to the changes that the Internet has catalyzed.
Air Travel Industry
Industry Structure
Five years ago, 7580 percent of all travel was booked through agen-
cies. Today, billions of dollars of travel are booked online, which has
changed the structure of the industry enormously. The Internet has
created a vast repository of information as well as extensive marketing
and service opportunities. This has led to the birth of large companies
like Orbitz.com, which are now considered by airlines to belong to the
same category as American Express.
Jeff Katz, CEO of Orbitz.com, believes that travel is one of the few
industries that has truly succeeded in taking advantage of the Inter-
nets resources, and in this particular case, the Internet has increased
consumers power by 100 percent.
NFO Plog Researchs The 2001 American Traveler Survey documents
the tremendous effect the Internet has had on the trip planning and
booking practices of the overall population of travelers between 1999
and 2001. According to the survey, fewer leisure travelers now use
travel agents when planning their vacations: 28 percent, down from 33
percent two years ago. During the same period, usage of the Internet
has grown by half. Today, 36 percent of leisure travelers use the Inter-
net to gather travel information, up from 24 percent in 1999. Among
heavy leisure air travelers (those taking three or more trips a year), 63
percent report using the Internet for research.
Among online air travelersdefined as air travelers who have an e-
mail addressthe switch is even more dramatic. Ninety-three percent
of the online leisure travelers use the Internet as an information source,
Table 5.2.1
132
Industry Summary Table
Change in industry structure

Industry Evidence of customer usage and leadership Evidence of consumer power Corporate response
Travel >35% of leisure travelers use Consumers can research and Airlines discontinued Travel agents are trying to
the Net for research. Over purchase their travel commissions to agents. reposition themselves as
50% of all airline tickets without an agent, Over 2,000 brick and mortar personalized service
are sold via the Internet. diminishing the role of travel agents have gone providers.
travel agents. out of business.
Auto >60% of new car buyers use Prominent emergence of Online purchase transactions Dealers purchase customer
the Net for research; 6% third-party information using an Internet buying leads generated by Internet
use Internet buying and selling services. Dealer service save an average of buying services. Many
services. network still intact. $450 per vehicle over the dealers offer sophisticated
traditional buying processes Internet buying tools
a savings of about 1.2% directly.
Health Care >50% of adults online Comprehensive research Customers select HMOs, Pharmaceutical
conduct research via the sites on the Net empower research illnesses online, manufacturers market
Internet. consumers to research ask doctors for specific directly to consumers,
their health needs. products. encouraging them to ask
their physicians about
specific products.
Chapter 5
Marketing 133
up from 57 percent just two years ago. The portion of online business
air travelers who consult travel agents has dropped 17 percent since
1999, when 59 percent relied on agents as an information source.
Perhaps the more important question is how the Internet has
changed travelers booking practices. According to the survey, agents
continue to see an erosion of market share. Currently, 23 percent of
business travelers surveyed typically book through agents, down from
33 percent a year ago. One in ten business travelers now typically book
through the Internet, up from 7 percent a year ago. On the other hand,
12 percent of leisure travelers say they typically purchase travel online,
up from 9 percent a year ago. The percentage of leisure travelers
booking their vacation through an agent dropped from 22 percent a
year ago to 18 percent.
Although 87 percent of travel is still booked through traditional
travel agents and direct-to-supplier venues, the Internet has enabled
a new way of travel planning and has increased the leverage that
consumers hold over the traditional travel industry players. As a result,
over 2,000 independent travel agents have gone out of business in the
past few years.
Evidence of Power
With the Internet, customers have more leverage when making

decisions about their travel plans. Figure 5.2.1 shows ways in
which the Internet has strengthened consumer power in the travel
sector.
Before the Internet, small businesses had to rely on travel agents for
their business travel needs, paying a combination of management and
transaction fees. If they spent less than $10 million a year on travel,
suppliers would not offer them discounted fares. Furthermore, small-
sized businesses typically did not have dedicated travel managers
to keep track of travel expenses. With the advent of B2B online
travel agents that target small and midsize companiessuch as
GetThere.com, Yatra.net, Deltas MYOBTravel.com, and Continentals
RewardOne programthese smaller businesses can now have more
control than ever over one of their biggest expenses. The B2B online
agencies not only provide standard travel management tools, such as
customer profiles and real-time tracking reports, but they also aggre-
gate purchasing power of multiple customers to negotiate deals with
suppliers. As competition heats up in this historically underserved B2B
134 Chapter 5
More Options: Forces affecting power

Online travel sites
More information More options
Online airline sites
B2B online travel agents
Traditional brick and mortar travel agencies MA
N R
IO
KE
More Information:
T
MA
TS
Online price quotes
INFOR
TRUCTURE
Online aggregation of flight details for
multiple airlines CUSTOMER
POWER
Free online reviews of airlines, hotels,
and other travel amenities
Simpler Transactions:
TR
One-stop shopping for flight, hotel, rental A N S A C TI O N
car
24-hour convenience for planning/booking
Instant reservation confirmation Simpler transactions
Figure 5.2.1
Forces affecting power in the travel industry.
travel market, suppliers are providing additional incentives for these

small businesses to book directly through them. For example, MYOB-
Travel customers receive a discount on the first, fifth, and 10th book-
ings through the site, representing 10 percent, 20 percent, and 30
percent off the published fares, respectively.
For most consumers, a key attraction of the Internet is the ability to
save money by bargain shopping. Having price quotes available online
allows consumers to price-shop when it comes to travel planning.
Travel sites let consumers go beyond the price quotes from a travel
agent and instead explore thousands of possible flights almost
instantly. Whats more, the cost of obtaining information is virtually
zero for consumers with Internet access. Finally, the abundance of
online information provides consumers with reviews on airlines,
hotels, and other travel amenities that they may not have had access to
in the past. Tourist information sites provide consumers with destina-
tion information on restaurants, sightseeing tours, and tickets to local
events.
With the presence of online travel sites, consumers now have the
ability to plan their travel any time, day or night. More travel sites are
offering one-stop shopping. Through a few clicks, a consumer can do
everything from purchasing airline tickets to shopping for concert
tickets to renting a car.
Marketing 135
Strategic Response by Industry
In response to emerging customer power, some industry players in the

travel industry have decided to further empower consumers with a
straightforward business model to build trust and loyalty; others have
chosen to use the Internet as a tool to target different market segments.
Traditional agents are going back to basics.
Southwest Airlines Internet strategy is apparent throughout its
websitedirect and simple. No matter what the route is, the website
offers nine standard fares (e.g., Refundable, Child, Senior Citizen,
Roundtrip Fare MonFri 6 AM6:59 PM, Discount, etc.). Southwest also
lets customers cancel reservations online or apply funds from a previ-
ously unused trip to a new purchase. According to Nielsen//NetRat-
ings and Harris Interactive, Southwest Airlines is the top-ranked online
travel site for customer satisfaction. The rankings for customer satis-
faction include factors such as site ease-of-use, information availabil-
ity, flight options, pricing, duration of shopping experience, and
customer service.
While Southwest is determined to stay independent in their distrib-
ution, other airlines have adopted the strategy to push products to con-
sumers via multiple channels.
According to Delta Airlines CEO Leo Mullin, the Internet has
enabled his company to generate incremental revenue by providing
different value propositions to different segments of travelers.
Delta.com designed for very loyal business travelers from larger
corporations
Orbitz.com, financed by American Airlines, Continental Airlines,
Delta Airlines, Northwest Airlines, and United Airlines, targets the
general leisure segment
Priceline.com lures the price-conscious travelers
Site59.com attracts those looking for last-minute deals
MYOBtravel.com helps small companies take complete control of
their business travel
By partnering with these other discount websites, Delta can better

manage distressed inventory by selling off unsold seats. Furthermore,
with the consumer data harvested through these sites, Delta migrates
selected price-conscious travelers to become loyal customers by offer-
ing targeted promotions.
136 Chapter 5
In the past, travel agencies were responsible for booking 85 percent

or more of the airline tickets purchased, but in the last five years, air-
lines have drastically cut the commissions they pay to travel agencies.
Delta and American Airlines, for example, eliminated travel agent com-
missions this year. The lack of commissions from airlines has unfortu-
nately forced travel agencies to charge fees for their services.
Despite this negative impact on travel agencies, agencies can offer
the advantage of speedoften agents can find in minutes fares that
take consumers hours to locate. In addition, the Internet is a valuable
tool for travel agents themselves. Agents can access resort, cruise, and
tour websites, which provide information that agents can then tailor
and pass on to their clients.
Since its debut in March 1996, Travelocity has gone from being the
33,000th largest U.S. travel agency to the sixth largest in terms of gross
travel bookings. Travelocitys business model is to provide travelers
with choices and control at the best price, but not necessarily the lowest
price. We provide our customers savings in terms of time, as well as
money, by offering great choices, deals, 24/7 customer service and con-
venience, such as FareWatch emails, says Mike Stacey, director of
loyalty at Travelocity.
As the leading online travel agency, Travelocity is much more
than a website that sells plane tickets. In the wake of airlines zero-
commission policy, Travelocity is diversifying its revenue mix to rely
less on transactional air-ticket sales and more on high-margin products
like cruises and vacation packages. Although airline tickets remain the
biggest segment of Travelocitys business, much of Travelocitys
growth has come from other travel needs. According to Stacey, the web-
site experienced a 1,000 percent growth in cruises between February
2001 and February 2002. Having realized that consumers look for
more personal interactions when it comes to purchasing complex pro-
ducts like cruise packages, Travelocity recently added call centers in
Pennsylvania and Virginia that focus strictly on cruise and vacation
sales. Shoppers can now call Travelocitys trained agents seven days a
week for information or even to book via the phone. We are not defin-
ing ourselves as an online travel site, but more as a travel agent, says
Stacey.
To further reduce reliance on air commission, Travelocity recently
agreed to buy Site59.com Inc., a last-minute travel company, for $43
million. Site59.com, named for the 59th minute in an hour, sells
Marketing 137
Commissions
for Travel Agents
Airline Options
Limited
Information
Loyalty Programs
Push Trust
Marketing Marketing
Figure 5.2.2
Balance between push and trust marketing before the Internet.
bundled vacation packages through partnerships with hotels, rental-

car companies, and airlines. Acquiring Site59 will enable Travelocity to
expand its high-margin merchant business, in which it buys hotel
rooms and airline seats on consignment at a discount, and then sells
them for profit.
As is evidenced by the diagram in figure 5.2.2, prior to the Internet,
the travel industry was dominated by push marketing. The airlines
held most of the power and were able to manipulate consumers
through the use of loyalty programs, limited information, and by
paying travel agents commissions to act as distributors. Although there
were multiple airlines, price comparison information between airlines
was not easy because it required phoning numerous airlines.
After the Internet (figure 5.2.3), we see that loyalty programs are still
an aspect of push marketing, and some websites and travel agencies
still choose to highlight certain airlines instead of being unbiased. The
bulk of the weight, however, has now shifted to trust marketing. With
the Internet, consumers have the luxury of more options, more infor-
mation, and simpler transactions. In addition, because many airlines
have stopped paying commissions to agents, agents can be unbiased
when locating low fares for their customers. All of these changes have
resulted in the development of an industry in which consumers hold
a significant amount of leverage.
Global Power and Responses
Whereas the United States has led the way in moving travel booking
onto the Internet, an increasing number of non-U.S. industry players
have entered the market as consumer advocates.
138 Chapter 5
No More Travel
Sites/Agents Highlight Agent Commissions
Certain Airlines
Ease of Transactions
Loyalty Programs
Information Availability
More Options
Push Trust
Marketing Marketing
Figure 5.2.3
Balance between push and trust marketing after the Internet.
Europe
According to Jupiter mmxi, the European online travel market gen-
erated euro 4.3 billion in 2001. Unlike in the United States, where
major online agencies outrank most airline websites in terms of sales,
budget supplier websites dominate the online travel market in Europe.
However, the same trust-based online strategy seems to be working in
both markets.
Since its launch in 2000, ryanair.com has quickly become the largest
travel website in Europe. Ninety-one percent of seat sales are sold via
the Ryan Air website, while the rest is booked through call centers. The
formula for success seems to be its special homepage promotions and
its guaranteed lowest Internet fares. Ryanair.com guarantees all Inter-
net users that the air fares purchased at www.ryanair.com are the
lowest available on the Internet.
To stay in the Internet game, nine European airlines launched a web-
based travel agency in December 2001. The website, Opodo, targets
leisure customers who surf websites looking for bargain fares. Besides
airline websites, travel aggregation sites such as Expedia, Travelocity,
lastminute.com, and ebookers.com are among the top travel sites in
Europe.
Asia
For the most part, Asian consumers use the Internet to gather infor-
mation, rather than to make purchases. Unlike the United States, where
most airlines are fairly homogeneous and most travel is done within
the country, travel in Asia is usually outside the country of origin,
entailing visa and passport issues that require an agents personal
service. Many are betting, however, that simpler online transactions
Marketing 139
and price comparisons will encourage more Asians to buy more travel
over the Internet. U.S. companies, such as Priceline, are forming joint
ventures with Asian conglomerates in order to offer travel in Asia. Also,
similar to the U.S.-based Orbitz, Japan Airlines, All Nippon Airways
Co., Japan Air System Co., and major U.S. and Asian airlines have
launched a Japanese one-stop online travel Web site called Tabini. Sim-
ilarly, 11 Asian airlines have established agreements to launch Zuji.com
for the Asia-Pacific market.
Forecast for Industry
Travel agencies, both big and small, are here to stay. Online and offline
boundaries will disappear. Empowered customers will push airlines to
simplify their pricing structures.
Delta, American, and Continental airlines have eliminated commis-
sions for most travel agencies in 2002. Following the lead of the airline
industry, Hertz Corp. announced elimination of commissions to travel
agents handling negotiated corporate and government accounts in the
United States and Canada. We believe that travel aggregators will con-
tinue to play the important role of consumer advocate, via the Internet
or other future technology platforms. Nonetheless, not all agencies will
survive. The small online-only agencies will likely face major consoli-
dation. Large agencies will survive because of their negotiation power.
For example, travel agencies like Travelocity and Expedia have sealed
marketing partnerships with most major airlines to replace the eli-
minated transactional commission fees. Furthermore, major online
players are becoming wholesalersbuying discounted seats and
rooms from airlines and hotels, and making money by marking up and
bundling extras such as theatre tickets or dinner reservations. Cur-
rently, only one-quarter to one-third of Expedias revenue comes from
airline commissions, and Priceline does not rely on commissions at all.
Large corporate travel agencies redesigned their businesses to rely on
customers to pay transaction fees, rather than relying on commissions
from suppliers. According to American Expresss 2001 Annual Report,
70 percent of AmExs travel revenues came from customer fees and
only 30 percent came from suppliers.
We predict that small, independent agencies will form a super
agency to negotiate for incentive commissions. The survivors will be
niche and specialized agencies that work closely with popular vaca-
tion destinations, such as the Caribbean and Jamaica. These agencies
140 Chapter 5
provide value to consumers by offering trusted expert advice (perhaps

certified by the destination tourism authority) that is richer than the
static information posted on travel websites. To better serve travelers
needs, they will form alliances with local entertainment and tour
providers to create customized vacation packages. They will likely
charge both suppliers and customers fees to cover the higher expenses.
The boundary between click and brick will disappear as com-
panies serve different customer segments. Travelocity customers can
place orders online or call trained agents by phone for advice. Price-
line is considering adding call centers and retail kiosks to its Asian
operations to overcome potential online skepticism from Asian con-
sumers. Likewise, bricks travel industry veteran Thomas Cook
added e-commerce capability to its website and became the fourth most
visited travel site in the U.K.
As our data has shown, the Internet has become a critical channel to
sell travel products, but it will not be the only channel. We predict that
the distinction between online and traditional travel agents will dis-
appear, and companies will use multiple channels to meet consumers
needs in whatever manner is most appropriate.
The Internet empowered travelers by providing them with easier
transactions, more information, and more options. Because of the
intense competition for travel dollars, consumers can now choose from
a variety of ways to buy travel: through a traditional agent, through an
aggregator site, or by booking directly with the supplier. As we men-
tioned, instead of fighting this rising consumer power, travel industry
players are embracing it by offering simplified fare structures (South-
west), low-price guarantees (Ryanair), easy and unbiased price com-
parisons (Orbitz) and convenient transactions (Travelocity). Is this a
paradigm shift or simply an aberration? We believe it is a paradigm
shift, because companies with a trust-based approach will be the only
ones that empowered consumers accept.
The Automotive Industry
Industry Structure
The Internet is having a tremendous impact on consumer behavior in

the U.S. automotive industry, which measured 17.4 million vehicles
sold in 2001.1 Although Internet sales account for only about one out
1. Automotive News, January 7, 2002.

Marketing 141
Table 5.2.2
Increases in Internet use in vehicle purchase process
1998 1999 2000 2001
Percentage of customers who use the Internet for 25% 40% 54% 62%
research purposes in the new-vehicle shopping
process
Percentage of new vehicles that are sold through 1.1% 2.7% 4.7% 6.0%
an Internet channel
Source: JD Power and Associates. An online buyer is defined as a new-vehicle buyer

who purchases their vehicle from the same dealer to whom they are referred by an online
buying service.
of every twenty new vehicle purchases, more than 60 percent of all new
vehicle buyers research their vehicle online before purchase.2 Those
who use the Internet visit 6.8 websites on average and focus on two
types of websitesoriginal equipment manufacturer (OEM) sites and
the third-party independent sites. Seventy-eight percent say they visit
at least one OEM site. Table 5.2.2 shows the increase in Internet use in
the vehicle purchase process.
The majority of Internet shoppers first visit a third-party site to
compare vehicle specifications, narrow their consideration set to a few
models, and then review detailed information for each model at the
manufacturers site. Next, the consumer returns to a third-party site
and/or an Internet Buying Service (IBS) to perform detailed compar-
isons of pricing and financing. At this point, it appears that a majority
choose to purchase offline, although inadequate responses from dealers
to online inquiries may contribute to this decision. Interviews with
dealers confirmed that they perceive Internet consumers to be more
informed about features and pricing than non-Internet shoppers. These
customers usually have more realistic views of fair pricing, which
shortens the time spent selling a vehicle and negotiating a price. One
dealer reported that it was not uncommon for a customer to bargain
with a computer printout of a competitors price or some assessment
of fair market value.
For those who attempt to buy through an Internet buying service,
the Internet has a mixed impact on consumer power. On the one hand,
only 12 percent of new-vehicle leads sent to dealers through an online
buying service actually result in a sale. Most leads are either not
adequately served or are not serious leads.3 A customer submits
2. JD Power and Associates 2001 New Autoshopper.com Study.

3. JD Power and Associates 2001 Dealer Satisfaction with Online Buying Services Study.
142 Chapter 5
information detailing their vehicle of interest along with other basic

personal information (i.e., zip code and contact information). The IBS
uses this information to group leads by profile and then distribute them
to the dealers awarded exclusive territories or, in some cases, to sell to
the dealer who bids highest for that category of lead. In the latter case,
rather than being based only on inventory and geography, the inquiry
goes to the dealer with the highest interest and presumably greatest
capability in servicing that customer profile. This matching process can
benefit both the dealer and the customer, because it potentially intro-
duces a greater efficiency to the shopping process for all parties. The
dealership saves money on marketing and customer acquisition costs
compared to the traditional recruiting process, and the customer saves
time in the shopping stages while also having the convenience of begin-
ning the shopping process from home.
The current industry structure is mostly an extension of the pre-
Internet structure. The primary difference is that information and
resource players, who were once a minor influence, have developed
into a major influence in the industry. This is due to the emergence of
the Internet as a high-quality source of information for consumers, to
which some OEMs and dealers are scrambling to respond.
The first movers into the Internet space were third-party information
providers and vehicle purchasing referral services, although the distinc-
tion between these two entities has been blurred over the past several
years through alliances, acquisitions, and joint marketing agreements.
Although some of the most popular sites are Internet extensions of
brick-and-mortar companies like Kbb.com of Kellys Blue Book or
edmunds.com of Edmunds, many of the popular third-party informa-
tion sites provide services only on the Internet, such as Carpoint.com,
AOL Auto, and AutoVantage.com. These companies strive mainly to
provide information and impartial recommendations.
Another type of entrant is the Internet Buying Service (IBS), such
as Autobytel.com, CarsDirect.com, and AutoNations etailNetwork.
These firms forge marketing relationships with dealers and serve as
intermediaries to help consumers reach purchase agreements with
dealers in exchange for a commission. The generation and sale of cus-
tomer leads via the Internet has rapidly developed into a complex, mul-
tilevel distribution system. There are agents who sometimes serve
as wholesale middlemen aggregating this demand information and
selling it to dealerships. The high customer acquisition costs that
dealers incur through the traditional marketing process (generally on
Marketing 143
the order of several hundred dollars per customer) allow great poten-
tial for improvement through Internet lead generation. The consumer
also benefits, because many of these services offer a combination of no-
haggle pricing and convenience.
Another segment of third-party information providers is aggregators
such as Automotive Information Center (AIC), which is part of
Autobytel Inc., and Autofusion. These companies are more shielded
from the publics attention, and their main role is to aggregate vehicle
detail content and sell access to other website providers.
Not to be left out of the Internet action, manufacturers and dealerships
have made varied levels of effort in their online presence. Most manufac-
turers have introduced websites that are aimed at providing and collect-
ing information, much like an interactive brochure. FordDirect.com and
GM BuyPower connect consumers to their dealer networks with access
to inventory, vehicle configuration tools, and current incentives.
Dealer websites vary widely, from being basic online advertisements
to having many advanced capabilities such as a virtual showroom,
updated inventory status, and online vehicle service scheduling. Incon-
sistent response by dealers to sales inquiry e-mails from customers
demonstrates this variation among dealer websites. One study found
that only 42 percent of such inquiries received responses, and less than
half of the responses received included all the information requested.4
In contrast, two dealers we interviewed who are focused on develop-
ing online sales have succeeded in attaining significantly larger market
share through online sales.
Evidence of Power
Customer power seems to derive from three sources: more purchase

options, more valuable and timely information, and the degree of trans-
action simplicity. That is, car buyers can search among a greater
number of dealers, are better informed, and can simplify the negotia-
tion process with no-haggle and online fixed pricing (figure 5.2.4).
Customers can now choose between the traditional buying process
and the online process, or some hybrid of the two. In addition, the
Internet enables customers to cross-shop among dealers over a larger
geographic area and increase the set of competing dealers. Although a
relatively low percentage of consumers actually commit to making a
4. JD Power and Associates 2001 Dealer E-Mail Responsiveness Study.

144 Chapter 5
More Options:
Traditional Dealers
Online Dealers
Internet Buying Services
More Information:
Free Access to Specification and Pricing Information
Online Buying Guides
Interactive Comparison Tools
Simpler Transactions:
Online Dealer and IBS Quote Requests
Online Fixed-price Quotes
Figure 5.2.4
Forces affecting power in the auto industry.
vehicle purchase online, the IBS and Manufacturer Referral Sites (MRS)
have nevertheless increased customers geographic access to dealers.
Recent evidence shows that buyers who use the Internet for price
quotes typically drive 10 miles farther to purchase a vehicle than those
who do not.5
The Internet has provided broader and lower-cost access to high
levels of information, and usage statistics show that greater numbers
of customers are accessing this information. In particular, studies
cited that access to detailed information on dealer invoice pricing,
online buying guides, extensive comparison tools, and dealer invento-
ries is improving the convenience and quality of information for a
great number of consumers. The consensus among the dealers we
interviewed is that customers are more informed about what they
want, what they are willing to pay, and what their purchasing options
are.
The obvious manner in which the Internet has helped simplify the
purchase process for customers is the no-haggle, fixed-price offerings
by the IBS. Once a customer selects a vehicle, these online services
provide a convenient means to complete most of the transaction by
computer. Less apparent is the effect of the increased access to data.
Many websites provide tools to help manage all the datafrom basic
vehicle comparison tools to sophisticated interactive decision advisors.
Anecdotally, the evidence points toward a shorter purchase process at
the dealership for customers who have researched online. That is,
dealers report that the transaction process was shorter with well-
5. L. Jackson, Web Influence on Automotive Retailing, HoustonChronicle.com, 2001.

Marketing 145
informed customers because they tend to have more knowledge about

vehicle specifications and a better understanding of fair pricing.
These changes in the purchase process lead one to expect that if cus-
tomers have access to more information, lower search costs, and easier
access to a larger number of dealers, they are experiencing increased
bargaining power in the form lower prices. Indeed, one study com-
paring prices paid by online purchasers to offline purchasers found that
IBS customers are in fact realizing lower purchase prices.
Strategic Response of Participants
Vehicle manufacturers have taken advantage of the Internet effect to

cultivate a better relationship with consumers. The Internet has proven
to be a powerful point of contact that enables two-way communication
with the consumer. One recent initiative, which aims to expand the role
of the manufacturer, is Auto Choice Advisor, created by General Motors
(GM). This website service provides impartial recommendations from
a database of over 300 vehicles, most of which are non-GM products.
The consumer enters a variety of preferences for major attributes, and
the website applies an algorithm to rank order the best vehicles
based on the individual preferences. GM hopes this tool will provide
meaningful insight into which vehicle attributes customers value most.
The success of this website depends largely on how much trust the
consumer is willing to place in GM as a source of advice, which GM
is attempting to bolster by partnering with trusted sources such as
JD Power and AIC.
Manufacturers are also experimenting with Internet sites that
support dealer sales operations and connect consumers with local deal-
erships. However, simultaneous efforts by manufacturers to acquire an
ownership stake in some dealership operations has overlapped with
these Internet efforts and created confusion and skepticism within the
dealer community. Both Ford and General Motors have experienced
resistance from their dealer networks in their attempts to strengthen
the Internet link from consumer to dealer via the manufacturer website.
Some dealers see this as part of a larger strategy by the manufacturers
to assume control in the selling process, a power that dealers will not
voluntarily surrender.
Once heavily threatened by the potential of the Internet as an alter-
nate purchase channel, the dealer network has responded with its own
Internet tools. The response, however, has been slow owing to the
146 Chapter 5
federal franchise laws that require all new vehicle sales be made
through an authorized dealership, thus reducing the perceived threat
from the Internet entrants who cannot sell directly to consumers.
The Internet has presented dealers with an opportunity to redefine
their relationship with the consumer. The task is not easy, though,
because the industry suffers from a long history of strong distrust
between consumers and dealership sales representatives. The most
progressive dealers have responded by establishing a customized sales
process to cater to Internet-savvy consumers. Since many consumers
now walk into a dealership with full knowledge of invoice pricing and
vehicle availability, there is higher potential for a trust-based sales
process, with more emphasis on matching a customer with their
desired vehicle, and less effort on trying to manipulate the customers
opinion.
In terms of the push versus trust scale, dealers find they have ele-
ments on all three areas of the scale. The fact that there are a substantial
number of buyers that focus exclusively on the bottom-line price means
that dealers should not abandon the push process with these customers,
as there is little chance to make a sale with a full-trust, upfront price dis-
closure sales approach. Early recognition by sales representatives of
which buyers are in this deal-prone segment is important in being able
to effectively employ the push strategy without alienating the rest of the
customer base that might be more receptive to a trust strategy.
As more customers rely on the Internet for research in the shopping
process, the scale clearly tips toward the trust side. The customer
armed with Internet information is able to quickly verify dealer claims
about invoice pricing, options content, and even regional availability.
Thus, the Internet presents a breakthrough opportunity for dealers to
change the mindset of many customers in how they perceive the trust-
worthiness of the dealership. As the role of the Internet continues to
expand in the automotive sales industry, the effectiveness of trust-
based strategies is expected to increase. Although dealers are caught in
the middle between push and trust today, the industry appears to be
steadily progressing towards the full-trust model in the long term.
Internet companies, which positioned themselves between consumer
and dealer, are beginning to find themselves squeezed from all direc-
tions. The Internet space is crowded. Advertising revenue models have
proved unsustainable, so many of these online companies are forced to
find alternate sources of revenue. This struggle has prompted the
beginning of Super Sites, which aim to provide full-service capabil-
Marketing 147
ity from one source. These services range from information, ratings,
recommendations, buying services, financing referrals, and even insur-
ance referrals. The best evidence of this trend is seen in Autobytel
Inc., which in 2001 acquired a host of smaller companies such as
Autoweb.com, Carsmart.com, Autosite.com, and AIC.
Third-party information providers find they have an advantage over
dealers and manufacturers in that consumers trust these independent
sites the most, as confirmed in many surveys. However, there is no
evidence that consumers are willing to pay for information, especially
since they are accustomed to accessing it for free. In order to stay in
business, many of these companies rely on sales-lead generation and
sale to dealerships. In this regard, these companies face an enormous
challenge. They must maintain consumer trust when providing accu-
rate information, convenience, or efficiency in the shopping process. At
the same time, they must generate high-quality leads that can be sold
to dealerships in order to secure a source of revenue.
Therefore, the Internet companies must expand their services to con-
tinue luring customers without compromising the perception of trust.
For example, Edmunds.com provides consumers with a TMV (True
Market Value) for any major make and model, new or used vehicle.
Since most consumers view Edmunds as an unbiased and trustworthy
source of information, it is no surprise that Edmundss website com-
monly ranks as one of the most useful sites in consumer surveys. A
strong brand name, impartial position, and leading-edge features are
critical to staying in the Internet domain as a third-party service pro-
vider. Ultimately, there are only a small number of companies with
these resources, and so the wave of proliferation in websites that
occurred in the 1990s is expected to quickly reverse through a period
of consolidation, alliances, and failure.
The unflattering stereotype of the pushy car salesman is one that is
familiar to anyone who has purchased a vehicle from a dealership.
Unfortunately for consumers, it exists for good reason. Before the
Internet, dealer sales representatives could be pushy because it paid to
do so. Consumers generally had little knowledge of invoice pricing and
were unfamiliar with what inventory they could expect the dealer to
have. Furthermore, finding out what inventory other dealers had
typically meant visiting those dealershipsan inconvenient, time-
consuming process. Consumers found themselves relying on the
dealership for almost all of the vehicle information, a scenario that
rewarded pushy sales tactics (figures 5.2.56).
148 Chapter 5
Reliance on
Local Dealers
After-sales Service
Limited Price
Information
Few Third-Party
Consumer Advocates
Push Trust
Marketing Marketing
Figure 5.2.5
Internet Buying
Non-Internet Users ServicesFixed Price
Often Uninformed
Vehicle Inventories
Trade-in Vehicles Are Online
Are Easy Targets Invoice Pricing Is
Easily Available
Push Trust
Marketing Marketing
Figure 5.2.6
With the Internet, consumers have as much information as they

want, including pricing and even dealer inventory. As a result, edu-
cated consumers can walk into a dealership and tell the sales repre-
sentative exactly what vehicle they want, how much they are willing
to pay for it, and where they will go for the next best alternative in the
event that negotiations at the first dealership fail. The major factor that
keeps the scales from tipping further in the direction of trust-based
marketing is that there are still about 40 percent of consumers that do
not conduct research on the Internet, and so the dealerships that
are quick to identify these consumers are still able to rely on push
marketing.
Outside of the United States, the impact of the Internet on automotive

shopping has been most prominent in Europe, a market largely similar
Marketing 149
to the United States. European markets have also seen the emergence
of rapidly growing automotive websites that provide research tools for
pricing, specifications, options, and availability.6 This market is experi-
encing a lag of about one year compared to the United States in terms
of percentage of new car shoppers that use the Internet in their search
process. This effect is due primarily to the overall lag of Internet adop-
tion in Europe compared to the United States.
One major impact of the Internet in the European market has been
on unofficial imports across national borders. Owing in large part to
highly variable tax structures in different countries, the prices of auto-
mobiles can vary by 30 to 50 percent from one country to another.
Britain, the most expensive new-car market in Europe,7 has seen a surge
in vehicles that are imported into the country by individuals purchas-
ing in lower-cost countries such as the Netherlands. More than 5
percent of new car registrations in Britain are now from unofficial
import purchases. Figures for Germany, Austria, and France are also
on the rise.
The Internet is a major enabler to this import process, giving broad
access to pricing and availability in other countries. In fact, importing
intermediaries, which operate primarily through a website, are pro-
viding shoppers with nearly all the vehicle information as well as
transaction logistic details needed to make a purchase. In contrast,
dealers in low-price countries are taking a cautious approach to selling
cars for export. They have avoided overt promotions of this business,
citing contractual arrangements with the manufacturers. However, by
law, any EU citizen can freely purchase a car in any EU country.
Empowered by pricing and logistical information, British customers
are finding it easier to import cars and can even schedule a Car
Cruise journey for the round-trip journey to select their vehicle.8
Forecast for the Industry
Manufacturers have opportunity and ample resources to build power-

ful, sophisticated Web sites with convenient tools to enhance the
shopping and ownership experience. Manufacturers also have the
6. Clare Saliba, European Auto Sites Enjoy Traffic Surge, E-Commerce Times, April 25,
2001.
7. Marjorie Miller, Los Angeles Times, July 23, 1999.
8. Brandon Mitchener, Tax Arbitrage: For a Good Deal on a British Car, Youll Need a
Boat, Wall Street Journal, July 19, 1999.
150 Chapter 5
advantage of strong brand names which consumers are more will-

ing to associate with trust and honesty in information. We expect that
the presence and appeal of manufacturer websites will grow steadily
in the coming years.
Dealers are currently still on the opposite end of the trust scale, but
they benefit from the tremendous potential which the Internet provides
in building trust-based sales strategies. Although the learning process
has been slow, dealers are beginning to better understand how to
segment the customers who will respond favorably to trust-based mar-
keting. While the dealer network as a whole has a long way to go in
this regard, the startling success of a few savvy dealers who aggres-
sively use the Internet to reach a wider customer base is an indication
of the future. That is, those dealers who have used the Internet to lower
costs, like customer acquisition expenses, are able to enhance market
share and increase profits even when selling at lower prices. The trans-
parency of successful Internet tactics encourages imitation, and so it is
just a matter of time before best practices are common throughout the
dealer network.
The outlook for third-party Internet companies and buying services
looks difficult assuming that manufacturers and dealers move toward
trust-based marketing. Although the Internet information providers
are currently rated as the most useful and most trusted sources for the
research process, generating revenue while maintaining this image pre-
sents a challenge. Charging consumers who are accustomed to free
information looks less than promising, and relying on advertising too
much could threaten the image of impartiality. The most promising
source of revenue for these Internet companies is the sale of customer
leads that they can generate through buying services. However, as
manufacturers enhance their dealer referral online tools, and dealers
expand their ability to generate their own leads, the strategic advan-
tage of third-party sites dwindles rapidly.
The extent to which one considers the Internet to be a paradigm shift
in the automotive industry depends on ones initial vision of the Inter-
net. For those that saw the Internet as a new way to purchase cars that
would obsolete the existing dealer network in favor of virtual dealers,
the Internet has been an aberration. Consumers have shown a prefer-
ence for kicking the tires prior to making a purchase, and dealer fran-
chising laws protecting the traditional process for completing a sales
transaction have been upheld.
Marketing 151
From the standpoint of reaching customers in the research process,

the Internet has indeed created a paradigm shift. The business of mar-
keting to consumers in the automotive industry is undergoing a radical
shift in reaction to the increase in consumer power. The ability of cus-
tomers to aggregate information, compare brands, and shop across
dealers of the same brand is increasing in scale and scope. Because
early evidence indicates that dealers who respond with trust-based
marketing are showing success, we believe that they will be positioned
best for taking advantage of the Internet to develop customer relation-
ships (table 5.2.3).
The Healthcare Industry
Industry Structure
Pharmaceutical companies face new challenges to their business model

with the emergence of Internet infomediaries. Todays business model
is not a one-dimensional supply chain, but a supply web with new
links in the traditional chain. Internet infomediaries are these new
links. Internet infomediaries are Web sites that allow buyers to bypass
traditional sales and distribution links. They provide a more direct
conduit between pharma companies and patients. This emerging link
in the supply chain puts patients in touch with pharma companies in
an easier, faster, and cheaper fashion.
Infomediaries such as online pharmacies are more efficient because
patients dont have to drive to a drugstore and wait in line to fill pre-
scriptions. The online option is often cheaper because it eliminates
several layers of overhead. In addition, infomediaries provide not only
products but also information on drugs, doctors, hospitals, counseling,
and other servicesone stop shopping at its best. Infomediaries are
empowering patients to become better informed and more active in
managing their own health.
The number of American e-health consumers (i.e., all Internet users
that access health information) in the first quarter of 2001 was 45.8
million, 52 percent of the total active online adult population. Internet
and e-health users are forecasted to reach 81.6 million in 2006. The
growth of e-health and the momentum provided by the empowered
healthcare consumer is strong, with a positive outlook for continued
growth.
152 Chapter 5
Table 5.2.3
Internet auto industry players
New car buying

Name of Web site New car information process
Information aggregators
Kelly Blue Book car reviews, car and provides a choice of
(KBB.com) option pricing, buying clickthrough to IBS,
advice, interactive MRS, local dealer if
decision guide available
Cars.com car reviews, car and provides a choice of
option pricing, buying local dealers for
advice requesting price quote
Internet buying services (IBS)
AutoVantage.com/ car reviews, car and Provides quote
AutoNation option pricing, buying request form for
advice AutoNation
etailNetwork
Carpoint.com car reviews, car and forwards quote
option pricing, buying request to network
advice, interactive dealer
decision guide
CarsDirect.com car reviews, car and provides fixed online
option pricing, buying quotes
advice
Manufacturer referral sites (MRS)
Ford.com/ car and option pricing, provides access to
FordDirect.com interactive decision dealer inventories and
guide forwards quote
requests to dealers
GMBuyPower.com third-party comparison provides access to
reviews, car and option dealer inventories and
pricing forwards quote
requests to dealers
Dealer sites
DriversSeat.com car reviews, car and provides choice of
(NADA) option pricing, links to local dealers to
manufacturers request price quote,
some access to
inventory
Autonation.com car reviews, car and access to inventory
option pricing and quote request
(JD Power 2001 New Autoshopper Study, 1/02)

Marketing 153
Historically, pharmaceutical companies have operated in a patent-

protected vertical integrated market, where they dominated the whole
supply chain from early stage development to manufacturing, mar-
keting, and distribution. Their goal was to educate doctors on the ben-
efits of their drugs and create high incentives for them to prescribe the
drugs.
The pressure of Healthcare Management Organizations (HMOs),
however, coupled with the development of generics, the increasing
demystification of the doctor role, and the increasing flow of informa-
tion, has made pharma companies shift their focus to the patient.
Regulatory changes now permit pharmaceutical companies to adver-
tise directly to consumers, which can create brand awareness and build
trust and loyalty. While the upstream value chain remains unaltered,
the underlying assumptions of marketing and distribution have
changed significantly. Nowadays, patients are much better informed
about their diseases, and they ask their doctor about what medicine
they want to take. Medical doctors find that patients now come to the
clinic better prepared and able to discuss the issues related to their
illness. They ask pertinent questions and they look for second
opinions.9
The Internet accelerates consumer power because it provides an
easy-to-find space for information to flow rapidly and allows new
infomediary business models. Websites like WebMD, Yahoo!Health,
and AOL Health play the customer advocacy role in the industry to
attract new visitors to their networks.
Evidence of Power
Although it is clear that the power of the health consumer is increas-

ing, the potential to change is far from being met. Analysis was per-
formed on three dimensions: more information, more options, and
simpler transactions (figure 5.2.7).
About 52 percent of the adult American population has already used
the Internet to search health information.10 A lot of information is avail-
able: from drug manufacturer corporate websites, product-specific
websites, disease management programs, online pharmacies and
9. Interview with Dr. Arnold Epsteinsame point of view was provided by Melanie
Kittrell and Melissa Moncavage.
10. The Coming Battle for the Hearts and Minds of the Cyberchondriacs, Harris
Interactive, February 19, 2001.
154 Chapter 5
More Options:
More Treatment Options (different drugs, different options)
Increased Rivalry of Generics
Tiered Co-pays Offered by Insurers
More Information:
Increase in Direct-to-Consumer Marketing
Emergence of Online Information
FDA Regulations Require More Disclosure
Figure 5.2.7
Forces affecting power in the healthcare industry.
PBMs, managed care organizations, federal and state agencies, mass

media, and generic portals. Consumers see the Internet as a way to seek
information about health for themselves or others and to get a second
or third opinion in an anonymous way. According to a Cyber Dialogue
Inc. Survey in 2001, two-thirds of adults view the Internet as a poten-
tial solution to reduce medical errors.
However, the information is still difficult to find, hard to trust, and
hard to use. Irrelevance of information and concerns about trust and
privacy are the main problems with health websites today.
Information about drugs is not easy to quantify and, therefore, drugs
are difficult to compare. Regulations allow drugs to be compared,11 as
long as companies provide adequate evidence of the claims made. But,
this evidence can be very costly,12 because it often has to be built on
drug-to-drug clinical trials. Drug-to-placebo data could not support
drug-to-drug comparisons. None of the above-cited players has a tool
that compares therapies for a disease or drugs within the same category.
The process of purchasing a drug remains complex because of the
number of players involved. Consumers must have prescriptions from
their doctors, and HMOs have a say in which medications are reim-
bursable at which levels.
Nonetheless, these relations might change as more information
becomes available and health expenses increase on household budgets.
Patients with chronic diseases, like asthma, tend to both know every-
thing about their disease and be more concerned (or otherwise be
pressured by HMOs or health insurers) about the cost of therapy. They
11. Interview with Melissa Moncavage, FDA.

12. Interview with Ernst Berndt, MIT Sloan.
Marketing 155
are therefore more involved in the transaction. Consumers who are

subject to chronic diseases, or have relatives who are, show a higher
tendency to purchase products online (33 percent) compared to those
consumers who have no history of chronic illness themselves or in their
families (27 percent). This effect may be caused by a higher price elas-
ticity of demand and higher predictability of the needs from the chronic
patients. The use of lifestyle drugs (like diet-related therapies) or the
presence of children also increases the tendency to purchase online.
Strategic Response by Industry
Big pharmaceutical companies seem to be trying different approaches

to reach the online consumer, running tests on several Internet busi-
ness models. The different responses made by pharmaceutical compa-
nies can be categorized into four groups:
Drug manufacturing companies have built large corporate websites.
As well as in other industries, some of these websites broadcast cor-
porate information for investors, industry experts, or job seekers.
However, for some of these companies, the corporate website is inte-
grated with e-strategy and works as a marketing tool. These websites
offer a variety of services like medical publications, software, etc. For
example, Merck offers an interactive version of its well-known Merck
Manual at its corporate website.13
One of the most common Internet approaches is to build product
websites for branded drugs. Mercks Vioxx.com and Pfizers Viagra.com
are good examples of proprietary sites that build brand loyalty with
consumers. These websites help companies build and support com-
munities around a product or therapy, providing useful technical
information both for consumers and healthcare professionals and,
sometimes, lifestyle counseling. Product websites are aimed at con-
sumers and at healthcare professionals. The success of these websites is
not easy to measure. Little is known about how many visits to Vioxx.com
can actually be transformed into a visit to the doctor about arthritis.14
Another successful model is the disease education website. Drug
manufacturers provide information about diseases on websites,
without mentioning their specific therapy or product. The goal of these
13. Merck website http://www.merck.com

14. Interview with Melanie Kittrell, Merck.
156 Chapter 5
Push marketing was a characteristic of the industry.
Low Education of
Before
the Consumer
High Importance
Regulation for Consumer
Difficulty of Sharing and Introduction of

Comparing Information Generics
Untrusted Third-Party HMOs and MCOs

Advocacy
Push Marketing Trust Marketing
Figure 5.2.8
websites is to educate the consumer and increase the number of visits

to the doctor about a certain disease. Drug manufacturers expect con-
versations between doctors and patients about the disease to increase
and to be more efficient. Doctors sometimes find that consumers know
too much, but they like the fact that information can be easily
updated.15 Mercks thinhair.com or GSKs iBreathe.com are examples
of this type of site.
Merck is also providing health services to healthcare professionals
through merckmanual.com and merckmedicus.comand to patients,
through mercksource.com.
The options of trust versus push marketing differ in their approach
to the customer. Product websites, for instance, seem to be oriented
toward one-time transactions and focus on giving information about
the product and educating the consumer on the need to visit the
doctor and have a smarter conversation about the disease. Com-
munity websites and medical information websites look forward to a
longer relationship and try to build trust with the consumer (figures
5.2.89).
Pharmaceutical companies have moved to building their brands
within the consumers, creating awareness of their products and knowl-
edge about the diseases. This is recognition of the increasing power of
the consumers.
15. Interview with Dr. Arnold Epstein, Harvard Medical School.

Marketing 157
Corporate response not clear in health industry
After
Easier to Share
Information
Higher Education of
Regulation the Consumer
High Importance for
Untrusted Third-Party Consumer
Advocacy
Introduction of Generics
HMOs and MCOs
Push Marketing Trust Marketing
Figure 5.2.9
As Amazon.com allowed books to be sold globallyand thereby par-

tially put an end to local monopoliesthe same is happening with
drugs. Before the Internet, some Americans would travel to Canada to
fill their prescriptions in order to save money. Now, with the Internet,
the process is even easier and other companies around the world might
enter this global business. This poses high threats to some countries
debilitated national healthcare systems and raises ethical issues about
monopolistic pricing policies, participation of the government, length
and extent of patent protection, and level of competition allowed in
these markets.
Another interesting shift towards globalization is the possibility that
patients have better access to a second opinion from a doctor and may
search for the world expert in the matter.
Forecast for Industry
Regulations play a major role in the healthcare industry. On the one

hand, politicians feel the pressure of increasing costs of health care,
especially those related to prescription drugs, and they might be com-
pelled to foster competition among different companies. Similarly,
HMOs and MCOs are working to have generic drugs on the market as
158 Chapter 5
soon as patent protection periods end. On the other hand, politicians

still have to protect pharmaceutical companies to the extent that they
are the source of innovation in the drug development area.
So far, it is not clear which player will be a customer advocate and
gain the trust of consumers. The doctors were the source of trust in the
past, but the pressure of both pharmaceutical companies on one side
and HMOs on the other has recently created some mistrust. It should
be noted that in the early days, HMOs presented themselves as the
future customer advocates and ended up focusing too much on costs
and less on benefits for consumers.
Insurers could be customer advocates for healthcare services.
Insurers have incentives to take a long-term view and establish a rela-
tionship rather than a mere transaction, which could make them move
toward trust. However, insurers will end up paying for variable health-
care costs against the fixed fees paid previously, which will make them
hard to trust.
Pharmacies have high interaction with customers and have an incen-
tive to focus more on the relationship than on the transaction. In a busi-
ness model that takes a fee out of each product sold, pharmacies have
to trade off possibly higher revenues today with higher trust and pos-
sibly more loyal customers tomorrow.
The Internet is not, as many once believed, a mere diversion for small
groups of doctors who are technophiles. Rather, the Internet is widely
used by doctors to increase their knowledge. Also, large pharmaceuti-
cal companies have realized the importance of the Internet in convey-
ing the right message about a disease and the drugs to cure such
diseases. This vehicle is also a key way to reach the doctors who reg-
ularly see a large number of patients. Pharmaceutical companies and
MCOs have spent billions of dollars to reach these targets through
offline channels.
From this study, we feel strongly that healthcare industries as a
whole are slowly moving toward trust-based strategies through the
Internet as a medium. The industrywhich has been very closed in its
approach over the centuries, highly regulated, and closely monitored
by governmentswill not quickly break away from the traditional
push-based way of doing things. Pharmaceutical companies protect
their revenues through whatever legal channels are possible. They have
slowly begun to realize the importance of gaining consumers confi-
dence, respect, and loyalty not just for their brand products, but also
for their company as a whole. Thus, we have seen increased spending
Marketing 159
by these players in direct-to-consumer marketing online. This spend-

ing is still far less than the traditional channels, but we see a slow shift
that is critical on a long-term basis. We also see a strong trust-based
approach in the online sites for health advocacy groups. Some of the
sites are sponsored by large pharmaceuticals, which suggests that on
one hand they are pushing their drugs to the consumer and on the
other hand they understand the importance of trust creation among the
consumer group. Also, we see a strong effort being made by the inter-
mediaries to create neutral sites to help doctors and consumers in
making the right choice of drugs.
Although we cannot say the behavior is a paradigm shift at this
stage, we predict that in the next five years a strong shift is going to be
evident. It may not match the timeframe of other industries like
travel or automotive, but it will eventually catch up as more and
more healthcare players see their ROI increasing through use of the
Internet.
Conclusion
Our research has found evidence across industries of growing con-

sumer power. The Internet makes it easy for customers to learn about
products and services, to compare offerings between companies, and
to read third-party evaluations of product/service performance. The
Internet also provides a new channel for buying products and services,
which gives customers more options in buying a given product or
service. Finally, the Internet makes transactions simpler, removing the
need for haggling or automating them via online auctions.
Companies across industries are responding to the changes brought
by the Internet. Leading companies are creating comprehensive web-
sites that not only provide depth of information and enable transac-
tions, but that seek to build ongoing relationships with customers.
Although push-based marketing strategies still work in situations
where customers are relatively uninformed, were seeing a shift toward
trust-based marketing. The premise of trust-based marketing is an
honest sharing of information with the customerbeing an advocate
of the customer. In some cases, being an advocate of the customer
means recommending a competitor product, as we saw in the case of
GMs Auto Choice Advisor, which recommends either GM cars or
competitor cars based on the each customers specific needs. Although
such marketing strategies seem counterintuitive at first, trust-based
160 Chapter 5
businesses can extract themselves from margin-killing price competi-

tion by proving to customers that they deliver true value. Trust-ori-
ented businesses have high customer retention and more stable
revenue streams. Ultimately, we predict that trust-based businesses
will have higher sales volumes and lower marketing costs than push-
based businesses.
Our research, and the evidence presented here, suggests two major
implications for management education. First, we suggest making trust
the focus of basic marketing courses. Second, we recommend that
advanced marketing courses provide a deeper view into the trust-
based strategies associated with marketing, including trust-based
product development, trust-based selling, trust-based pricing, and
trust-based advertising and promotion. Each aspect of marketing has
a trust-based component, and an emphasis on trust changes the tradi-
tional approach to each of these marketing activities.
Acknowledgments
We want to express our appreciation to the managers at the following

organizations that were instrumental in our understanding of industry
dynamics. Their insightful comments proved helpful during our
research process. We would like to thank AMR Corporation; Autoby-
tel, Inc.; AutoNation, Inc.; Aventis Pharmaceuticals Inc.; CVS Corpora-
tion; Federal Drug Administration; Ford Motor Company; General
Motors Corporation; Harvard Medical School; Herb Chambers
Companies; JD Power & Associates, Inc.; Lee Travel; Massachusetts
Office of Travel and Tourism; Merck & Co., Inc.; Millennium Phar-
maceuticals Inc.; Orbitz; Pfizer, Inc.; Travelocity.com L.P.; and Yatra
Corporation.
5.3 Discussion
The marketing panel began with each panelist sharing his or her view
of consumer power and how their company is responding to this
power.
For example, GM is embarking on trust-based marketing with its
new Auto Choice Advisor. Mr. Vince Barabba, General Manager, Cor-
porate Strategy and Knowledge Development at General Motors,
explained how the Auto Choice Advisor (ACA) works. The ACA is an
online trust-based advisor. It is designed for people who are shopping
for a new car but who are not sure which makes and models might suit
their needs. At the ACA website, potential car buyers answer a few
questions, such as how they plan to use the car, what features they
want, and how much they are willing to spend. Based on their answers,
GM shows them which five car models match their needs best (out of
150 makes and models available from all manufacturers). What is
unusual is that GM cars do not show up on the recommended list
unless they meet the consumers criteria.
For GM to offer such an unbiased recommendation service (using
impartial data from JD Powers) is surprising to many companies.
Isnt GM possibly sending potential customers to the competition?
But offering unbiased information is the heart of trust-based market-
ing. In addition, by providing trustworthy information, GM hopes to
establish a dialogue with customers. Personal communication with
customers is an important part of trust, Mr. Barabba said. The ACA
establishes a dialogue with customers, a dialogue that complements the
market research data which GM gathers.
For example, in the dialogue with consumers, GM learns consumers
true preferences. If GM does not already have cars that meet those
preferences, then GM learns about that gap immediately with ACA.
Finding out early gives GM the ability to respond to that need. It also
162 Chapter 5
gives GM the opportunity to modify an existing vehicle in a way that

meets those emerging requirements. As soon as the car is available, GM
can make its presence known on the ACA. Thus, consumers find out
about the new product very quickly.
For Mr. Jeff Katz, CEO of Orbitz, providing unbiased, trustworthy
information is imperative. Orbitz is a completely Web-based business
and was formed by five competing airline companies (United Airlines,
American Airlines, Delta, Continental, and Northwest). Katz shared
evidence of the growing power of consumers. He explained that the
average travel shopper visits 34 websites before making a travel pur-
chase. The amount of travel purchased on the Web in 2005 is projected
to be $50 billion, with the industry reaching $25 billion in 2002.
Orbitz, in business since 2000, sold $3 billion in travel and has 1
million customers each month. If you can offer unbiased information
in the delivery of the product, and offer customer care while the con-
sumer consumes the product, you will have a trusting relationship,
Katz said. Orbitz offers a customer care program that includes highway
information and air systems alerts to customers, warning them of any
potential delays or developments that will affect their travel (such as
air traffic controller strikes in other countries.) The importance of the
customer care dimension is increasing. Orbitz offers not only low fares,
but adds a dimension of service that eases some of the hassles of travel.
That service differentiates Orbitz from the competition.
Dr. Melanie Kittrell, executive director of eBusiness Strategies and
Solutions at Merck & Company, Inc., provided further evidence that
demonstrated the growing power of consumers. Some 70100 million
people in America are going online to find health information, she said.
People search for information about treatment options, and that infor-
mation impacts their decision-making. The appetite for healthcare
information is compelling pharmaceutical companies to move online
and provide a rich source of information about their products. Many
pharmaceutical company sites started as brochureware, but now they
are much more interactive. Consumers now get a more personalized
experience and receive information that they can use with their
doctors.
Merck has created websites targeted to consumers, and it has also
created websites for physicians, such as Merck Medicus. The goal is to
provide evidence-based information in an advertising-free environ-
ment, which builds trust and credibility. As Merck provides this infor-
mation, it must also be vigilant because pharmaceutical companies
Marketing 163
operate in a very regulated environment. Providing robust information

but respecting the regulations is especially important.
Finally, Merck is moving away from a product-centric approach
toward a more customer-centric approach. That is, instead of using the
web to inform customers about each of Mercks products, Merck is cre-
ating sites that support interaction and dialogue. In this customer-
centric view, the goal is to match customers with products, moving
away from brochureware toward enriched medical information sites
that help people make decisions. Kittrell showed a slide illustrating the
move from brochureware to customization to personalization and
finally toward the highest level, which is characterized by high trust
and high value.
Questions posed by the audience provided a lively discussion among
the panelists:
Is trust-based marketing a paradigm shift or an aberration?

Mr. Barabba saw trust as always having been important. Mass adver-
tising created the separation between producer and consumer, but tech-
nology is restoring that connection and bringing producers and
consumers closer together again. Dr. Kittrell agreed that trust was a
paradigm shift that was here to stay, because of the volume of infor-
mation that is available to consumers now. The Web makes the infor-
mation available, and it brings a transparency about the various
treatment options that individuals have. Companies cant create mis-
trust and survive long. The Web is providing a new opportunity to
develop more trust in doctors. We went through a period of mistrust
of doctors. Now patients look up information on the Web and discover
that the information is exactly what the doctor told them. So they feel
confident that they have explored all the treatment options.
How can firms that have a reputation for being push-marketers move to trust-
based marketing?
Mr. Barabba shared that his company made the move to trust-based
marketing because the old way of working wasnt working. It took
soul-searching on the part of management to make sure we had the
right products, and then how to let consumers know we had the prod-
ucts that they wanted. Mass communication is not effective because all
the car makers are saying the same thing. So you need to find new ways
to communicate with customers. We looked at the new trust-based
advisor technology and took advantage of it. With the ACA, we act as
an intermediary. As an intermediary, you dont promote one car over
164 Chapter 5
anotherintermediaries have to be unbiased in order to be trustwor-

thy, Mr. Barabba said.
Orbitz also takes a no-bias approach, and that nonbias is written into
the bylaws of the organization. Any change from push marketing (or
torment marketing) to trust marketing has to start on the inside, Mr.
Katz said. You cant be a schmuck and be trustworthy. Trust has to
start on the inside, and the organization has to believe in it.
Dr. Kittrell agreed, Trust has to flow through the whole chain. In the
pharmaceutical industry, customers cant order medicine themselves.
They have to talk with their doctors, take their doctors advice, and feel
confident in that, as well as the opinions of the pharmacist, payors, and
providers. The way to move from push to trust is to look less at indi-
vidual products and services. Instead, companies need to take a more
customer-centric approach. The goal is to get information tools to the
consumer so that the consumer can make a good healthcare decision
not just about the features of a single product, but about their whole
needs and how various products fit those needs.
Does using a trust-based strategy mean that your company will have
lower margins?
Mr. Barabba said, No. If you really believe that you will make the right
product for the customer and put resources into it, then a trust-based
strategy will actually improve your chances of getting higher margins.
At GM, we have the phrase, a gotta-have product. That means
knowing that the cars meet customer needs. ACA is a tool that can do
a better job of matching customer needs to products and identifying
those requirements. Perhaps you thought you had what the customer
wanted, and then find out that you did not. The ACA technology is a
tool that tells you they want something else, and you can respond
quickly to that, having a competitive advantage in that faster
response.
Dr. Kittrell agreed. Customer decision-making wont impact
margins as much as help match the right products to the right cus-
tomers. It will identify when products are right for customers.
Customers may in fact choose a companys products more often if they
have the tools available to help them decide when they need those
products.
6 Governance
6.1 Corporate Governance
Stewart C. Myers
Im proud to represent finance at the Sloan Schools 50th anniversary

celebration and in this volume. Finance is a much more important
and sophisticated field than it was 50 years ago. Im proud because
many of the most far-reaching changes in finance during that half-
century can be traced back to Sloan faculty and graduates. If you
studied finance at Sloan, you had a head start on most of the rest of the
world.
This paper1 focuses on corporate finance, specifically governance
and financial management in Europe and China. The hot word today
is governance, of course, and I know what youre thinking: Why talk
about governance in Europe and China, given the mess we seem to face
at home?
Two answers to that question. First, we have exceptionally bright and
hard-working M.B.A. students at Sloan, but they couldnt tackle the
whole world at once. The most notorious examples of unsound finance
and governance in the United States had not come to light when the
students projects started up a year ago. Second, when something
seems broken at home, it doesnt hurt to seek advice from thoughtful
senior executives from other countries. It helps to see ourselves as
others see us.
So we invited two distinguished international business leaders, Dr.
Rolf Breuer and Dr. Victor Fung, to comment on governance and finan-
cial management in the United States and their own countries.
I will introduce this topic with a few extra words on governance and
finance in the United States and then note three general lessons to keep
in mind in reading the material that follows.
1. These remarks by Stewart C. Myers were presented at Sloans 50th Anniversary

Convocation. They have been edited to provide cross-references to other parts of this
book.
168 Chapter 6
Why are we now so concerned about the recent state of American

corporate finance and governance? The concerns can be traced to
revelations of two general types. Either type of revelation would be a
disappointment. Taken together, they are much worse.
The first is waste. Hundreds of billions of dollars were lost, especially
in the telecom and dot-com meltdowns. Im not just referring to falling
stock pricesof course investors lost when the bubble burst. That was
especially painful where retirement savings were at risk. But the $60
billion of market value that disappeared when Enron fell wasnt really
lost. It wasnt there in the first place.
For the economy overall, the more important loss is the hundreds of
billions of dollars of capital invested in real assets, both tangible and
intangible, that are now nearly worthless. The loss also includes the
human capital that could have been productive elsewhere, and is now
looking for new employment.
The second revelation has to do with ethics. We have seen so many
examples of egregious behavior by CEOs, CFOs, accountants, security
analysts, investment bankers, and others. Weve seen examples of dirty
tricks, concealment, manipulation, lying, and top management com-
pensation that amounts to looting.
Although there is no shortage of bad guys, please note that the stock
market bubble created the space for the bad guys to operate. Investors
must share the blame. They were driven by infectious greed to exploit
the irrational exuberance of investors. (Double apologies to Alan
Greenspan.)
The bad guys do serve a useful role, however, because they per-
sonalize the specific problems that need action now. The bad guys
behavior exemplifies what needs to be fixed. Thanks to them, we will
get more transparent accounting, more independent and diligent
boards of directors, more credible security analysts. Well get more
effective diversification of pension investments, and top management
compensation schemes that are fairer and better aligned with stock-
holders interests. We may even get expensing of stock-option grants,
which should have been a no-brainer all along.
Well achieve these things partly through tighter laws and regula-
tions, but largely because investors will demand them. The present
value of a reputation for competence and fair dealing has just scored a
very healthy capital gain.
Tighter laws and regulations, designed to prevent the bad guys
or gals from doing it next time, are important now for investor
Governance 169
confidence. So far these legal and regulatory changesfor example, the

Sarbanes-Oxley bill and the New York Stock Exchanges new rules
are on balance positive. (I would say that about 50 percent of the spe-
cific changes are positive, 30 to 40 percent nearly harmless, and only a
small minority dangerous.)
But its about time to take a longer view, lest the dangerous changes
multiply. We dont need new laws and regulations that penalize risk
taking or impede the free movement of capital. Forgive me for stating
the obvious, but the first task of the financial sector is to move capital
to all the companies that can invest at superior risk-adjusted returns.
Some of that capital flows from fresh saving, some flows out of
mature companies that exhaust their positive-NPV investments. (At
least it should flow out of those companies. A financial system that
restricts outflows of capital to investorsfor example, by prohibiting
share repurchases or blocking takeovers in declining industriesis just
plain wasteful.)
How does this relate to governance? Again, I state the obvious.
Capital flows only if it is protected. It flows through public equity
markets only if public investors are protected.
The size of the stock market, relative to GNP, say, is a good rough
measure of how effective investor protection is. The United States and
other Anglo-Saxon countries score high on this market capitalization-
to-GNP ratio, compared to most other developed economies. That may
reassure American investors. I admit, however, that a positive years
return from the stock market would be even more reassuring.
You see my first general lesson: the main goal of improving corpo-
rate governance is not to catch or deter the bad guys, satisfying as that
may be. It is to protect investors so that capital can flow in or out of
the right companies at the right times.
I hasten to add that complete protection of investors is neither
feasible nor desirable. It is not feasible because outside investors cannot
know what employees and managers are doing or why they are doing
it. One can write a law, regulation, or contract that specifies what a
manager cant do, but no team of lawyers can write down what the
manager should do. It is not just a problem of divining an uncertain
future. We do not know what the future could be, much less what it
will be.
Managers must be given discretion to act. Having discretion, they
will consider their self-interest as well as investors interests. The most
that investors can do is to monitor and control through intermediaries,
170 Chapter 6
such as a board of directors. They can check that managers and

investors incentives are reasonably congruent, and hope that laws,
regulations, and the threat of takeover will keep management on the
right track, more or less.
Complete protection for investors is not desirable, even if it were fea-
sible. It would require too much of a power-shift to investors. I like
to think of a public corporation as a kind of partnership between its
insidersits employees and managersand the outside investors who
finance the firm. A corporation requires coinvestment of human capital
and financial capital. If you give the financial capital too much power,
the human capital never shows up.
The second general lesson is this: An optimal system of corporate
governance would ensure that human and financial capital are de-
ployed with maximum joint efficiency.
The third general lesson is again obvious when you think of it. There
is no single optimal system of corporate governance. Governance has
to adapt to the nature of the business and to the legal and institutional
environment. For example, the financing and governance arrange-
ments that have evolved in U.S. private equity markets would not work
in public markets, nor would the public markets rules work for private
equity.
Since we see different governance systems operating inside the
United States, it should be no surprise to find that financing and
governance have evolved differently elsewhere. When the student
teams started their projects a year ago, there was no presumption that
Anglo-Saxon finance should be exported to Europe or China. The only
presumption was that corporate finance in Europe and China will
change. The challenge was to understand how and why. The student
reports and the comments of Drs. Breuer and Fung show how these
governance systems are likely to change, and identify the most impor-
tant issues of financial management in Europe, China, and the United
States.
6.2 European Corporate
Governance: A Changing
Landscape?
Giovanni Carriere,
Andrew Cowen,
Jos Antonio Marco,
Donald Monson,
Federica Pievani, and
Tienko Rasker
This paper focuses on the evolving landscape of European corporate
governance. Effective governance supports the stability and efficiency
of the corporate sector. Countries with clear, accurate, formal, and
widely accepted business practices are more successful in attracting
global capital flows and creating economic prosperity. Companies with
greater transparency have better access to capital, and thereby obtain
a competitive advantage.
There is an ongoing debate on governance in the major industrial-
ized countries. This paper describes where the countries of continental
Europe stand in this debate and identifies possible future develop-
ments. We do not judge any particular countrys governance practices,
nor do we advocate changes. We review recent developments, high-
lighting key issues for the future.
First, we look at the sources and flows of capital that fund compa-
nies. We examine three areas: stock markets, debt financing, and venture
capital. We begin with a look at the London stock market, which is more
liquid and provides better access to capital than its continental com-
petitors. This does not mean, however, that Anglo-Saxon governance
practices willor shouldprevail on the continent. Next, we look at
debt financing, which plays a crucial role in capital allocation in
Europe. European banks often lend on the basis of long-standing
relationships and government influence. Banking reform measures are
under discussion, but progress on banking reform may be slow. Finally,
we examine venture capital. European entrepreneurs face a shortage of
seed funding. Relatively few high net-worth individuals in Europe
invest in start-ups, preferring safer investments. This is an important
issue for Europe, since innovation and growth are often fueled by
start-up companies.
172 Chapter 6
Second, we look at corporate governance from the perspective of

control, examining the role of boards, corporate takeovers, and institutional
investors. European boards of directors are becoming more influential.
The current power of the CEO over nominations and the influence
of cross-shareholdings among companies may change. The failure
of the European Commissions European Takeover Directive and
the prevalence of defenses against hostile takeovers mean that the
market for corporate control is not well developed in Europe. Finally,
pension reform is increasing the importance of institutional investors
in Europe. The professional managers of new funded pension plans
will strengthen the role of institutional investors in corporate
governance.
Stock Markets
The London Stock Exchange and the London-Continent Connection
The European corporate and investment community considers the

U.K.not the U.S.as their model for capital markets. The U.S. and
the U.K. markets are similar in many respects, including accounting,
exchange reporting requirements, corporate structure, and laws sur-
rounding events such as takeover. The U.K.s membership in the EU,
however, and its proximity to the rest of Europe move the U.K. closer
to the continent and apart from the U.S., particularly with regard to
laws, taxation, the recent move to deregulated/privatized national
industries, and dual stock listings.
Although the U.K. is under common law and the continental law
is based on Code, the regulations affecting securities create a similar
environment. For example, violations of insider trading are subject to
criminalnot civilstandards in the U.K. and in continental Europe.
Therefore, prosecuting violators of insider trading laws is just as
difficult in the U.K. as it is in continental Europe. Unlike in the U.S.,
corporate officers in the U.K. and Europe face little or no risk of
monetary loss for breach of fiduciary duty.
Tax laws in the U.K. and in continental Europe are also similar,
particularly regarding corporate compensation and capital gains. For
example, in the U.K., taxes equal to 17 percent of the value of a stock
option have to be paid upon issuance. While options havent caught
on as much on the continent, similar tax policies exist surrounding
them.
Governance 173
Enforcement of governance laws is another shared trait between the

U.K. and the continent. In the United States, although exchanges
enforce certain requirements, the Securities and Exchange Commission
(SEC) is the main watchdog of companies and their officers. In the
U.K. and the continent, the exchanges themselves are the main
watchdogs.1
The Big Bang
Lack of liquidity and access to capital is what historically attracted

European companies to dually list their shares domestically and in
London. The U.K. had started a privatization move in the 1980s that
had enormous implications for capital markets. When the largest
companies in a country or region are not publicly traded, the affected
capital markets lack liquidity. With reduced liquidity comes less invest-
ment and fewer investors, making it more difficult for other companies
to access the capital markets. This situation characterized continental
markets. In contrast, access to capital markets is a hallmark of the
Anglo-Saxon (i.e., U.K. and U.S.) business model.
A 1986 law called the Big Bang opened up the London exchanges.
The Bang had a massive effect. First, ownership of member firms by
foreign companies became permissible. American and continental
European investment banks established a beachhead. This develop-
ment, along with more liberal commission schedules, increased the
competition for brokerage business and caused a surge in trading
volume.
The increased volume, along with the establishment of the Stock
Exchange Automated Quotations (SEAQ) system, enhanced Londons
capital-drawing powers beyond what anyone anticipated. For
example, over 60 percent of all Swedish stocks were traded in London
at one point.
London has continued to draw trading volume. Daily trading grew
to $24 billion by 2001.2 Just over $3.3 billion were traded daily at the
Deutsche Brse, the next largest continental exchange.
1. This situation might change in the U.K., however, with the establishment of the
Financial Services Agency (FSA) in September 2001. The FSA is the result of the combina-
tion of all of the governmental agencies with securities industry oversight. It is still too
early to gauge the FSAs effectiveness, but increased governmental vigilance in enforc-
ing securities laws may result.
2. London Stock Exchange Historical Statistics.
174 Chapter 6
London is also the worlds largest center of equity assets under man-
agement. As of 2000, almost $2.5 trillion was managed from London.
New York was second with just under $2.4 trillion. Paris ranked as the
largest European center with less than $500 billion.3
These developments were catalysts for the change of European
corporate governance. First, companies who list their shares in
London must comply with the U.K. reporting and accounting stan-
dards, regardless of the requirements in their home countries. This
means quarterly reporting of operating income, balance sheets, and
statements of cash flow. Second, dual-listed companies can expect to
be plied for data and pushed in new ways by the English and Ameri-
can investment community. Many management teams got their first
taste of Anglo-Saxon investment community requirements when they
listed in London.
Addressing these requirements was the price of admission for access
to the U.S. and U.K. capital pools, access which European companies
looking to grow quickly wanted. Continental Europe was almost
devoid of large equity pools until very recently. Governments on the
continent controlled most of the largest companies and thus the largest
pension funds. These pension funds usually invested a minority of
their assets in equities. In Italy, for example, the pension laws almost
entirely precluded pension investment in equities.
The London Stock Exchange still leads in overall trading, with over
$4.5 trillion of annual volume compared to the Deutsche Brses $2.1
trillion.4 In order to retain volume and compete against larger
exchanges, the smaller and regional exchanges have either consoli-
dated or gone public to raise their profile. For example, Paris, Belgium,
and Amsterdam merged to form Euronext in the spring of 2000.
Euronext had $1 trillion of annual volume in 2001.5
Introduction of the Euro Brings Convergence
The euros introduction has had major implications for reporting and
capital markets. Total European securitization has surged from just
under 40 billion euros in 1996 to almost 154 billion euros in 2001.
Although the U.K. has historically accounted for the bulk of these
issues, the market for new asset-backed and mortgage-backed
3. Thomson Financial, International Target Cities, Report 2000.

4. The Battle of the Bourses, Economist, May 3, 2001.
5. Ibid.
Governance 175
securities is growing robustly in several countries on the continent.6

Naturally, a larger marketplace around a unified currency attracts
capital. Companies have found it much more efficient to issue debt via
these larger capital markets than from banks. Companies using the
capital markets need to have better public disclosure of operating
results and capitalization than companies using bank debt.
Accounting Standards
The European Union has issued a directive for the implementation of

International Accounting Standards (IAS) by 2005 by companies in all
member countries.
One reason why the IAS was favored over something closer to the
U.K. Generally Accepted Accounting Principles (GAAP) is the lack of
prescriptive requirements. Both U.K. and U.S. GAAP call for specific
treatment of specific issues. IAS allows more flexibility in reporting
methods. Investors need to guard against being forced into a false sense
of security by companies that claim strict adherence to IAS.
A nonshareholder-friendly version of IAS emerges from tax policy.
Most continental European countries do not allow companies to keep
two sets of accounting booksone for the government tax authorities
and one for the markets. Therefore, in situations where CEOs feel more
pressure to pay the least in taxes rather than book the most earnings,
the shareholders could lose out.7
Summary
Recent developments on the continent suggest an apparent embracing

of the Anglo-Saxon model of corporate disclosure and structure of
capital markets. However, although there have been many changes
specifically in terms of reporting standards, capital mobility, and the
role of outside shareholdersthere are still many differences.
For example, the majority of continental countries have a history of
universal banks, acting as holders of equity and providers of debt.
Many of the largest banksincluding Deutschebank, Societ General,
BNP Paribashave purchased U.S. and U.K. investment banks, and
they appear to be evolving into more pure investment banks. But
6. ESF Securitisation Report (Spring 2002), pp. 13.

7. Peter Joos, professor of finance and accounting, MIT Sloan School of Management.
176 Chapter 6
considerable equity ownership of borrowers by continental lenders

continues. Given the structure of boards, the state of capital markets,
the structure of tax laws, and the training of management, the conti-
nental country systems may be the most effective for those countries.
Each country also retains its own standards in almost every facet of
capital markets, accounting, and disclosure. Differences can exist even
within the newly consolidated exchanges. Euronext came out of a
merger between the Paris, Brussels, and Amsterdam stock exchanges.
However, French companies listed on Euronext have far weaker report-
ing standards than their Dutch counterparts. French companies do not
have to report quarterly or even semi-annually. In another example,
retroactive adjustments to earnings announcements are forbidden in
London and Holland, but they are permissible in Germany (even
though Germany is leading the move to IAS on the continent).8
The relationship between London and the continent has a long and
complicated history. All indications are that this relationship will con-
tinue to evolve with the nature of financial and operational disclosure
and the structure of capital markets in both places. While it is impos-
sible to predict exactly what will happen, all signs point to an increased
alignment of systems both within continental Europe and between the
U.S., the U.K., and the continent.
The Neuer Markt
Less than ten years ago, access to capital markets in Europe was
restricted to well-established companies with real assets and reliable
cash flows. The advent of new markets, formed in the image of
NASDAQ across Europe, shifted the balance of power and fueled the
technology boom of the late 1990s. In Germany, over 300 companies
went public on the Neuer Markt between 1997 and 2000, compared to
a mere 49 public offerings in the previous three years. The STET devel-
oped a platform for young, innovative companies to reach the public
market, and many investors quickly realized extraordinary returns on
the Neuer Markt during the Internet era.
The new market renaissance that started with AIM in London
(1995) and Nouveau Marche (1996) in Paris quickly spread across
Europe to include, by the end of 1999, the Nuovo Mercato in Milan,
Nuevo Mercado in Madrid, SWX New Market in Zurich, NMAX in
8. Communication from Damien Horth, European airline analyst, ABN-Amro, London.

Governance 177
Amsterdam, EURO.NM in Brussels, and pan-European EASDAQ. The

Neuer Markt, with its pure growth and technology focus, transparent
standards, wide analyst coverage, and ability to attract private
investors, became the premier European growth market in terms of
market capitalization, with about half of the total capitalization of all
of Europes new markets.
The Neuer Markt experienced phenomenal growth in the late
1990s as the technology sector blossomed and a cadre of venture-
capital-backed start-ups gained access to the capital markets. High-
profile successes like MobilCom and EM.TV triggered widespread
enthusiasm for equity investments in Germany. Private and institu-
tional investors scrambled to accumulate shares of new public offer-
ings. The Neuer Markts early adoption of market regulations in
adherence to international standards, coupled with corporate gover-
nance guidelines, made it an attractive platform for high-potential
companies and international capital.
When the Internet bubble burst, the Neuer Markt suffered a severe
market correction and lost 90 percent of its value. Without the cover
of inflated returns, high-profile cases of insider trading, regulatory
violations, and management negligence contributed to widespread
erosion of investor confidence in Neuer Markt companies. Capital
markets depend on corporate governance and market regulation
to ensure efficiency and liquidity. Neuer Markt companies had to
obey regulations in accordance with private law; but with no strong
central regulatory body similar to SEC, the Deutsche Brse (a
private institution) was left to create, monitor, and enforce market
regulations.
One of the forefathers of German venture capitalists, Rolf Dienst
of Wellington Partners admitted that lax enforcement of securities
regulations contributed to the collapse of investor confidence. Insider
trading and lock-up violations tarnished Neuer Markt IPOs. The
six-month lock-up regulation, which restricts existing shareholders
from selling their equity within six months of the public offering, was
frequently broken. Intertainment, Buecher.de, and EM.TV are examples
of companies whose founders faced charges for selling large blocks of
personal shares, often with insider information, before lock-up periods
expired.
The problem of the insider trading and lock-up violations stems
from Germanys reliance on a private institution, the Deutsche
Brse, to establish and enforce Neuer Markt regulation. In contrast,
178 Chapter 6
NASDAQ establishes listing requirements and market regulations

subject to SEC laws and minimum requirements. In Germany,
Neuer Markt companies adhere to regulations in accordance with
private law.
Ultimately, the Brse announced plans to close the Neuer Markt, but
as a European capital market innovation, the Neuer Markt provides
some useful lessons.
Regulatory Alignment: The Need for Regulatory Body Consolidation
The NASDAQ has developed into the paragon for growth markets, and
its regulatory oversight body, the SEC, deserves much of the credit.
The SEC, a U.S. federal agency, serves NASDAQ at all levelsrule
formation, monitoring, and enforcement. Thus, the SEC ensures the
transparency and credibility of the exchange. One investment banker
we interviewed contended that, given the Neuer Markts youth in com-
parison with NASDAQ, it regularly explores new territory not wholly
contained in its guidelines. Such was the case with early violations of
insider trading and loopholes in lock-up period trading. The multiple
institution involvement makes Germanys regulatory regime com-
paratively less responsive and often unprepared to handle emergent
violations and ensure market efficiency.
The legal and regulatory framework of the Neuer Markt, like other
European growth markets, was subject to a complex market surveil-
lance regime that spanned private and public institutions. In contrast
to the regulatory sovereignty of the SEC in the United States, the
involvement of multiple institutions in rule formation, monitoring, and
enforcement hindered the development of the Neuer Markt as a wholly
transparent marketplace for international capital.
Germany has a three-tier supervisory system for monitoring German
securities markets. The first layer for regulation is the Deutsche Brse
AG, a private organization, which manages the Frankfurt Stock
Exchange (FWB). The Deutsche Brse oversaw regulatory adherence
on the Neuer Markt, where it set listing requirements, monitored
trading regulation compliance, and imposed fines for rule violations.
Much of the regulation was established in accordance with private law,
legally equivalent to a private contract between a listed company and
the Deutsche Brse.
The second layer of supervision came at a state level from public
quasi-regulatory bodies, including the FWB, which monitored the
Governance 179
various Deutsche Brse market segments, and from the stock trading
authority of the Economics Ministry of the state of Hessen, which
assumed further responsibility for legal and market supervision.
The third layer, the Federal Supervisory Office for Securities (BAWe),9
conducted overall surveillance of the German markets with a specific
focus on public information disclosure and insider trading violations.
Because the Neuer Markt regulation was largely a matter of private
law, the role of the BAWe in the case of the Neuer Markt remained
opaque.
Market transparency and liquidity are two crucial criteria that
determine the success of a stock exchange. The Neuer Markt had
ostensibly taken great measures to ensure transparency with stringent
regulatory guidelines (RWNM)10 created in accordance with private
law that are augmented with exchange laws and orders (BrsG and
BrsO)11 established by the FWB as well as securities law (WpHG)12 set
at a federal level.
Market Enforcement: Cracking Down on Securities Violations
A structural disconnect between monitoring and enforcement of secu-

rities laws in Germany had contributed to insider trading, sloppy
reporting, and management negligence, which in poor market condi-
tions exacerbated the Neuer Markt downturn. Until recently, disclosure
of insiders holdings (directors dealings) had not been required.
Without one clearly defined body for securities law enforcement,
insider trading grew from a couple of isolated cases to an epidemic in
late 2000 and 2001.
Once considered a management perk in Germany, insider trading
has dealt a severe blow to the perceived transparency of the Neuer
Markt in the eyes of international investors. Case in point: EM.TV, an
Internet start-up that went public in 1997 on the Neuer Markt, triggered
concerns when they lowered 2000 earnings from $250 million to $24
million. EM.TV went on to lose more than 98 percent of its value. State
market regulators accused founders Thomas and Florian Haffa of
falsifying midyear reports in 2000. Further investigation into Thomas
Haffa revealed that he sold $18 million worth of shares within six
9. Bundesaufsichtsamt fr den Wertpapierhandel (BAWe).

10. Regelwerke Neuer Markt (RWNM).
11. Brsengestz and Brsenordnung (BrsG and BrsO).
12. Wertpapierhandelsgestz (WpHG).
180 Chapter 6
months of EM.TVs November 1999 capital increase, which appears to

violate the Deutsche Brse lock-up guidelines. Haffa claimed he
received clearance for the transaction from investment bankers and
violated no criminal law. Prosecution of such cases in Germany is
difficult because it is deemed a matter of private law and not a
criminal offence.
The Deutsche Brse can threaten to delist violators and even levy
penalties up to 100,000 euros, but ultimately the enforcement
must carry criminal charges and as such must involve the Federal
Supervisory Office for Securities (BAWe). The BAWe is an understaffed,
weak federal office. To act on specific cases, the BAWe needs the
cooperation of local authorities to seize documents and conduct an
investigation. The result is that many violations fall through bureau-
cratic cracks and managers go unpunished. In fact, no one has ever
gone to jail for insider trading in Germany.
Likewise, crime and punishment were not sufficiently aligned to
deter reporting inconsistencies in companies. Until recently, the fine for
publishing quarterly data late was 25,000 euros, a small sum for a
company wanting to delay bad news on the market.
On May 1, 2002, the German parliament passed a law integrating
three federal supervisory bodiessecurities (Bundesaufsichtsamt fr
Weltpapier, BAWe), credit (Bundesaufsichtsmter fr das Kreditwesen,
BAKred), and insurance (Bundesamt fr das Versicherungswesen,
BAV)under one federal financial services supervisory body, the
Bundesanstalt fr Finanzdienstleistungsaufsicht (BAFin). The final step
was to empower BAFin as a powerful government watchdog, which
sends insider traders to jail and demands corporate governance guide-
line adherence.
On September 27, 2002, the German stock market council voted to
restructure the German stock market, which will result in the abolition
of the Neuer Markt by the end of 2003 at the latest.
Debt Financing
In Europe, where professional investors have long tended to avoid

equity as an asset class, debt plays a crucial role in the capital alloca-
tion system. Bank managers offering credit to their customers channel
scarce capital toward the best investment opportunities. Managers of
bond portfolios make decisions guiding Europes capital to where
it can work the hardest. A number of recent incidents have raised
Governance 181
serious doubts as to whether European financial institutions have the

capabilities, and the desire, to perform these functions effectively.
Europe has too many banks, and banks sometimes issue debt on the
basis of standing relationships and under government influenceoften
at the wrong interest rates to the wrong companies. A spectacular
recent example of poor judgment was the failure of the Kirch Gruppe
in Bavaria. German banks lent the company billions of euros to make
dubious investments in a variety of media ventures, including Formula
1 motor racing. The company declared bankruptcy. Financial experts
finally had publicly doubted Kirchs creditworthiness, and there were
serious accusations of meddling in some of the banks decisions by the
prime minister of Bavaria, Edmund Stoiber. German banking regula-
tors have subjected the transactions to review. A comparable lack of
judgment can be perceived among investors in the fledgling high-yield
bond markets in Europe, which are showing large negative returns.
Experts comment that too many European debt investors lack due-
diligence skills.
The Reform of Banking Regulations: Basel 2
Traumatic events, such as the near-collapse of Long-Term Capital Man-

agement in September 1998, highlighted the need for reexamination of
current frameworks for risk management within the financial system.
The international Basel Committee on Banking Supervision launched
a review of banks risk management and capital reserve requirements.
It has published a detailed proposal for setting banking capital require-
ments, known as Basel 2. Basel 2 will revolutionize the way capital
requirements are set, adjusting them to the banks own measures of the
risks they run. The new rules were intended to come into effect every-
where in the EU in 2004 and to replace Basel 1, which has been in place
since 1988. Progress on finalizing the proposals has been slow. At this
time, commentators predict that the proposals will not come into effect
before 2006.
The intention of Basel 2 has been to stimulate banks to put in place
more sophisticated schemes for risk assessment by offering a reward
in the form of reduced capital requirements. However, the rules must
not give advanced banks too great a competitive advantage over less
sophisticated, perhaps smaller, competitors, or else they will be
perceived as unfair. Getting the balance right has been a serious chal-
lenge and has delayed the finalization of proposals.
182 Chapter 6
Apart from the emphasis on improved internal risk management by

banks, another novel aspect of the Basel 2 proposal is the intended use
of market disciplinerather than regulatory supervisionas a means
of enforcing good practice. As the Basel committee writes, The new
framework aims to bolster market discipline through enhanced disclo-
sure by banks. Effective disclosure is essential to ensure that market
participants can better understand banks risk profiles and the ade-
quacy of their capital positions.13
Basel 2s focus on promoting good risk management through lower
capital requirements and enhanced disclosure is designed to improve
the economic rationality of banks. So far, it seems to have been
reasonably successful. The Economist comments: There is no doubt
that the Basel 2 exercise has heightened awareness of risk among banks.
It has prompted them to overhaul their credit-scoring methods and to
tighten up their operations.14
The Banks
Current lending practices in Europe have raised eyebrows. Risk is

underpriced, comments a London fund manager. In a smaller
German bank, a manager could get fired if he loses business from a
company like DaimlerChrysler, even if the rate he has to offer is unat-
tractive. In some countries, relationships between the banks and their
clients have become so close that, rather than providing critical super-
vision, the financial institution starts to go native. In Germany, long-
term bank lending to large corporations is a crucial part of the funding
system. Banks gradually grow together with their corporate clients.
The proposed Basel 2 arrangements give incentives to promote short-
term rather than long-term lending. It is not surprising that Germany
has lobbied for the removal of these incentives.
Political pressure to help certain companies, for example when
job losses threaten, is another major source of bad credit decisions.
This behavior is not financially irrational: a bank with strong backing
from its government need not worry as much about possible losses
because the government can bail it out. A common example of banks
enjoying government backing, and acting accordingly, are the publicly
owned German Landesbanken, which are backed by explicit state
13. Secretariat of the Basel Committee on Banking Supervision, The New Basel Capital
Accord: an Explanatory Note, Bank for International Settlements, 2001.
14. The Good Tailors of Basel, Economist, February 21, 2002.
Governance 183
guarantees. Several of these banks were involved in the Kirch Gruppe

debacle. The Bayerische Landesbank50 percent owned by the
Bavarian state governmentinjected more than 1 billion euros into
Kirch in 2001. This funding decision was probably made by the bank,
even if it was good politics for the Bavarian prime minister. The general
perception is that the bank was routinely used to provide capital to
companies favored by the government as part of Bavarian economic
policy.
In 1999, competing European banks launched a formal complaint
about the unfair advantage the German regional banks have in raising
cheap funds. A deal has now been struck between the European
Commission and the German government. The deal will lead to a
dismantling of the guarantee system starting in 2005. Of course, the
dismantling of state-backed banks also has disadvantages. A very
large share of small-company lending in Germany comes from public-
sector savings banks. It is feared that tighter credit controls will
inevitably lead to decreased access to credit and higher interest rates
for some. There may well be a significant number of bankruptcies
and a wave of restructuring. This is the pain caused by the financial
discipline being forced through the system. Regarding Basel 2, German
chancellor Gerhard Schroeder said that only an accord that is
friendly to small companies (the Mittelstand) will win Germanys
approval. Very tight Basel 2 rules on lending to small and medium-
sized companies have already been relaxed through a variety of
adjustments.
The Markets
The attempt to introduce greater market discipline on banks through

better risk disclosure may lead to a more efficient economy in the long
run. Whether the European markets are currently sophisticated enough
to impose that discipline, however, is not known. For instance, in recent
years the junk bond market in Europe has seen significant increases in
liquidity. But early experiences suggest that investors have not done a
very good job of valuing these securities. Average investor returns in
some classes of high-yield debt have been negative in the double digits.
A trader comments: Of course everyone was suffering from irrational
exuberance the last few years, but it is certainly fair to say that some
European investors in high-yield securities have lacked the necessary
due-diligence skills. Another trader mentioned: Within half an hour
184 Chapter 6
of putting an issue, we get calls from buyers, without even looking at

the prospectus. They just go by the credit rating and are not able to do
any due diligence themselves.
It is ironic that European investors are ill-equipped to handle
high-yield debt. Some believe that here lies the solution for some of the
German Mittelstand. As one trader put it, Corporate Europe is not yet
issuing junk, even though this is the source of capital for middle
America. Family businesses can use junk to raise capital without losing
control. The negative returns on high-yield debt have scared many of
the investors who were pioneering this market, and it will take time
before they return.
Conclusion
In Europe, regulators wishing to reform the financial system are fight-

ing a tradition of government interventionism and relationship-based
banking. It is perhaps reasonable to expect reform in Europe to take
substantially more time than it did in the United States following the
savings and loan crisis.
Venture Capital
An important aspect to corporate finance is early-stage venture

funding. Although the amounts of capital transacted are relatively
small, the economic importance of funding start-ups is enormous.
These new enterprises keep the economy young and create jobs. Over
the last decades, the importance of early-stage financing has become
widely accepted and the European business communityoften with
government supporthas taken active steps toward creating a venture
capital industry which can provide funding to small private compa-
nies, filling the so-called equity gap. There is now a sense in most
European countries that the availability of venture capital funding is
adequate. This has highlighted two other weaknesses of European
venture funding.
The Shortage of Seed Funding in Europe
It is often said that the hardest round of funding to get for a new
company is the very first seed capital injection, which allows the busi-
ness to grow from an idea into a proper business proposal. Would-be
Governance 185
entrepreneurs, who are excited about setting up a new business, need

to convince a family member, a friend, or a colleague to give them a
small amount of money so they can quit their job, plan the new busi-
ness, and assemble a founding team. A recent study by the Global
Entrepreneurship Monitor (GEM)15 consortiuma large international
consortium of academics collecting data on entrepreneurial activity in
different countries for comparisonsuggests that this kind of informal
investment is a major engine of the economy. In the 29 countries
included in the survey, informal investment made up as much as 1.1
percent of total GDP. This kind of informal funding normally exceeds
funding from professional venture capitalists by a large margin.
Professional venture capitalists in Europe are selective investors.
They will only invest in a business which has outstanding growth
potential. Although they are willing to endure substantial risk, they
will usually not consider a venture until its products are fully devel-
oped and the first customers have been won. The funding provided by
informal investors in the very early stages of a companys development
is therefore a key first step in the process of business creation.
It seems as if European entrepreneurs should have no trouble find-
ing an informal angel investor to back their plans. A recent study
published by Merrill Lynch and Cap Gemini Ernst & Young16 says that
in 2000 there were 2.3 million high net worth individuals (HNWI) in
Europe. Together, they held assets of $7.2 trillion, no less than 27
percent of all wealth held by HNWIs worldwide. This puts Europe only
slightly behind the United States. Although one would think that a
large chunk of this private capital is invested in would-be entrepre-
neurs, this does not appear to be the case. The European HNWI prefers
conservative investments. Aggressive investment strategies such as
private equity, venture capital, and hedge fund investments are left to
the Americans, who invest roughly six times as much in these types of
assets. The GEM report concluded that there is no mature business-
angel culture in Germany. Across Europe, the pattern seems to be the
same: the GEM study indicates that in most European countries, infor-
mal investors are far fewer in number than in the countries of the new
world, namely New Zealand, Canada, the United States, and Australia.
According to the GEM study, it was New Zealand that had the most
15. P. Reynolds, S. Camp, W. Bygrave, E. Autio, and M. Hay (2001), Global Entre-
peneurship Monitor2001 Executive Report, available at www.gemconsortium.org
16. Merrill Lynch/Cap Gemini Ernst & Young (2001), World Wealth Report 2001,
www.cgey.com, www.ml.com
186 Chapter 6
angel investors in 2000, just over 6 percent of all adults, whereas the
highest European country came in at less than 4 percent.
Recognizing the problem, European governments have sought to
intervene through creative funding schemes. The U.K. government, for
instance, created the University Challenge Fund, which allowed uni-
versities to compete for money to set up university seed funds. The ini-
tiative proved popular with the universities, and there are now dozens
of university seed funds. However, the funds are rather small. In total,
about 60 million was made available in the first round, with minor
top-ups in later rounds. Total informal investment in the U.K. comes
to many billions of pounds. Furthermore, the university funds can only
invest up to 250,000 per deal, a very small amount for someone
wanting to set up a laboratory. Therefore the initiative, though useful,
can scarcely be considered a full solution to the problem.
Another very interesting attempt was made in the Netherlands. The
Netherlands government created a government-backed incubator,
Twinning, which aims to make funds available to entrepreneurs in the
information and communications technology sector. Twinning not only
offers seed funding, but it also makes available office facilities, provides
counseling, and even participates in the first round of venture capital
investment, though not as the lead investor. As part of its service,
Twinning maintains intimate relationships with local venture
capitalists, and Twinning also maintains a presence in Silicon Valley to
allow their ventures to make the leap to the U.S. market. There has
been serious concern that the Twinning is going the same way as the
plethora of commercial incubators that rose with the Internet bubble
and have now mostly disappeared. Recently, Twinning had to close one
of its offices because they were simply unable to generate enough
quality deals. Attempts by the Dutch government to privatize the unit
have not been successful. In the current market, the model does not
appear to be sustainable without continued government support.
Perhaps a more promising way in which governments are trying
to stimulate seed investment is through tax relief. In the U.K., the
Enterprise Investment Scheme gives HNWIs an attractive package of
tax breaks if they invest directly in unquoted companies. Notably,
the scheme gives the investor an exemption from the capital gains tax.
However, the scheme can only be used for small investments, up to
150,000. Furthermore, the company has to trade in the U.K. This
makes it difficult to use the scheme to finance technology companies,
which want to trade internationally.
Governance 187
One weakness with all these attempts is that, arguably, government

schemes are no substitute for a healthy angel investment climate. The
best angel investor is an experienced entrepreneur who knows how to
put together a solid business, with the right foundations for later
growth. Tax breaks may make the affluent more interested in investing
in start-ups, but it will not make them more skillful at guiding a start-
up through the early stages. As one veteran Bavarian angel investor
remarked, There have always been angel investors in Germany, but
they invest in a person, not a business. Though lately things have
become more professional.
It is rare for a business to get venture capital funding. According to
GEM, fewer than 20,000 businesses received venture capital world-
wide in 2000, while more than 150 million persons were involved in
start-ups or new ventures. If the corporate structure put in place in a
company in the seed stage is not sound, the company will struggle to
attract venture capital later. Venture-capital-backed companies are
a mayor source of wealth creation in the United States. A study
by Wharton Econometric Forecasting Associates, supported by the
National Venture Capital Association, concluded that in the United
States, venture-capital-backed companies accounted for 3.3 percent of
all jobs and 7.4 percent of GDP in 2000.
The Difficulties with Going Public in Europe
Suppose the hopeful European entrepreneur manages to secure seed

capital, and suppose that he also manages to attract venture capital. He
will now want to grow his business quickly. In Europe, that means that
relatively soon he will have to start operating internationally. As the
business grows, he will usually require ever-increasing amounts of
capital, especially if he is to expand internationally aggressively, as he
must. Where should this capital come from?
In the first instance, the company will go back to its original venture
capital investors, who will provide additional capital and try to put the
firm in touch with other venture capitalists who can join the backing
syndicate. European venture capitalists quickly run out of steam,
however. Few European venture capital houses can invest more than
1020 million euros in any one company. In the United States, it is not
unusual for a venture to attract funding of well over 100 million euros.
To raise that much, European venture capitalists would have to invest
in large syndicates, but complications increase rapidly with the
188 Chapter 6
numbers of different parties involved. There are few venture capital

houses in Europe that can supply that much money out of their own
pocket, and often these are large private equity funds that do start-ups
on the side. A recent study by KPMG17 highlighted the fact that
European Private Equity houses do relatively poorly when it comes to
managerial support of their portfolio companies. Although many funds
are addressing this need by hiring more staff with industry experience,
they often lack the skills internally to react quickly to operational crises.
What else can a start-up needing a significant amount of growth
capital do? One solution is to go public earlier. Recent years have seen
the creation of a number of stock markets, including the Neuer Markt,
NASDAQ Europe, and others, which will allow very new business to
list their stock and gain access to the capital markets. However, a
stock market listing constitutes a significant overhead for a company.
The CFO of Morfosys, Germanys largest biotech start-up, told us:
The rules for [a public company] in Germany are a straightjacket.
Regulations include the requirement to offer first refusal to current
shareholders for major share offerings, which makes the process of
raising capital that much more complicated. The rules also ban offer-
ing shares at a major discount to the market price, as is typically
required for a PIPE, a process for selling publicly traded shares through
private placement. One of the most frustrating rules is the requirement
to hold a general shareholders meeting for almost every major deci-
sion. Last year, we had to send 80,000 invitations to shareholders for
the shareholder meeting. It cost us about DM 0.5 million. We hosted
700 guests. The rules disallowed us activities in the capital markets for
months at the time of the meeting.
The raft of clumsy rules and regulations form a real problem: The
rules put you at a disadvantage with respect to your competitors. The
CFO of Morfosys commented, If I had to incorporate again, I would
incorporate in the Netherlands. However, rules in the Netherlands are
far from ideal. One Dutch venture capitalist told us that, although the
law in the Netherlands is better than in most European countries, and
many are deciding to incorporate there, the Dutch authorities are slow.
It takes months to create a Dutch corporation, especially if one of the
founders is not Dutch. . . . In Delaware the process is much faster. The
European venture, as it grows, will have to deal with more of these
17. KPMG, Manchester Business School (2002), Insight into Portfolio Management
Private Equity Research Programme, www.kpmg.co.uk
Governance 189
kinds of complications earlier in its growth than its U.S. competitors.

Will it be able to work with these regulations and beat more nimble
U.S. competitors? Maybe, maybe not. In contrast to the problems with
seed funding, these problems are not yet the topic of much public
debate. Politicians give them little attention.
Conclusions
The financial infrastructure in Europe for supporting early-stage ven-

tures is far from ideal. Start-ups face serious challenges when setting
up and gaining seed funding. They face serious challenges again in the
later stages, when they need large amounts of capital. Governments
have tried to help the situation, but there have been few successes. It
is hard to see what can be done about a perceived lack of skilled angel
investors. A gradual cultural change may be required. Regarding
the troubles European ventures have in the later stages, regulators
should cut red-tape and streamline processes that are obstructive.
Unfortunately, these issues are not widely debated, and there is little
momentum behind the movement for change.
Boards of Directors
Within the different countries of Europe, companies boards have

special rules and structures which are hard for foreign investors to
understand. A common perception is that directors are not always
selected on the basis of how much value they can add to the company.
Often, directors of listed European companies are not independent.
Individuals sitting on the board of large corporations routinely find
themselves at the center of complicated webs of personal relationships
and pressure groups that end up conditioning their behavior.
Shareholder interests, especially minority shareholder interests, are not
necessarily the first priority when making decisions.
Companies should have knowledgeable, well-informed, powerful
boards because good boards create value for the company, the share-
holders, the workers and, ultimately, for countries.
As is the case in all areas of the world, Europe does not lack exam-
ples of bad corporate governance. For example, a recent Economist
article on French business18 reported: French bosses are particularly
18. Economist, March 21, 2002.

190 Chapter 6
cozy with each other. . . . There is the tendency for top managers to sit
on each others boards. Mr. Messier [CEO Vivendi] sits on Mr. Arnaults
[chairman LVMH], and Mr. Arnault sits on Mr. Messiers. The Vivendi
boss sits on Alcatels board, while Mr. Tchuruk [CEO Alcatel] is a
director of Vivendi and three other big firms. Given these cross-
relationships, there are strong possibilities that personal relationships
could win out over the best interests of shareholders.
Germany provides another example. Each company has two boards:
supervisory and management. An important quota of the seats
(between 33 and 50 percent) on the supervisory board is reserved for
workers.19 The supervisory board can appoint and fire the members of
the management board. There is no formal need to have a CEO: the
chairman of the management board can be a strong leader. Often,
however, the chairman is a mere spokesman. Value creation is, in the
words of the chairman of a German company we interviewed in
January 2002, an academic goal in such a complex environment.
Shareholders who want to protect their interests cannot rely on
independent board members to focus on value creation. Instead, they
have to hold significant stakes. The phenomenon of block sharehold-
ing is much more common in Germany than in the Anglo-American
economies.20
More cases can be found in Italy and Spain. In Spain, recent research
revealed that 50 percent of all listed banks of Ibex-30 do not comply
with some or all of the provisions of the code of Good Corporate
Governance (Codigo Olivencia) relating to boards compensation.
Banks do not frequently disclose the compensation of their directors,
and they often fail to highlight the link between pay and perfor-
mance. In the first months of 2002, a group of directors of BBVA (Spains
second largest bank) were found guilty of holding secret personal
accounts in tax havens. The accounts were used to embezzle company
funds.
Why Are Boards Relevant to Corporate Governance?
Boards are critical when a company seeks access to capital markets.

Boards guarantee the protection of minority shareholders by supervis-
19. In companies with more than 500 employees. This practice is called
codetermination.
20. Gary Gorton and Frank Schmid, Universal Banking and the Performance of German
Firms, Journal of Financial Economics, 2000, 86114.
Governance 191
ing management and ensuring they do not fall into the temptations
generated by the principal-agent problem.
There are many studies that prove that boards matter to public share-
holders.21 At an academic level, it has been proven that investors are
willing to pay a premium to own shares of companies run according
to sound corporate governance principles. Having a good board is one
of these sound governance principles. Furthermore, common sense
tells us that the small investor giving his money to the managers of a
corporation will sleep better at night if the managers have supervisors
who make sure the money is put to good use. For this reason, it is
worthwhile to worry about the effectiveness of the boards in Europe
and their potential for improvement.
In our research, we performed a review of the economic literature to
identify principles of practical relevance to identify what constitutes a
good board. Boards have been the object of extensive analysis in both
the economic literature and the managerial literature. Although many
questions remain unresolved, the studies point to some generally
accepted principles with which boards should comply:
Smaller boards will be more effective and create more value than
boards with a large number of board members.
Boards must be independent and members should be adequately
compensated to create value.
Practices of electing directors from lists prepared by the management
have to be restrained.
Boards have to include younger, active people, with time to spend in
understanding the companies and their industries. Effective boards
must be truly independent.
The results of our research show that true independence goes beyond
what is usually required in most European governance codes.
Are European Boards Changing?
Despite some problems with continental European boards, one cannot

say that the German two-tier system has proven ineffective or that the
United Kingdom model has prevailed. No research has given obvious
results on the greater effectiveness of either system. What is obvious,
21. Edward E. Lawler III, David Finegold, George Benson, and Jay Conger, Adding
Value in the Boardroom, MIT Sloan Management Review, Winter 2001, 1523.
192 Chapter 6
however, is that investors have started to put a great deal of emphasis

on scrutinizing the corporate governance practices of companies
and on the composition of the groups of people that represent their
interests.
As a result, in the last two years, every European country seems to
have issued some sort of Corporate Governance Code. In addition, in
the last few months, the pace of change has accelerated. Deutsche Bank
is undergoing one of the most important transformations of its history,
shrinking the management board and creating an executive group.
BBVA has reduced the size of its board from 32 to 21 members, elimi-
nating people with little experience in banking. A number of academic
research institutions with a focus on corporate governance have been
founded or revived in the last year. And Deminor Rating, a Belgian con-
sultancy, created a website where investors can join a drive against the
management and boards of European companies supposedly violating
good corporate governance principles.
Stepping back from the daily flurry of news and opinions, we can
see the big picture: the nature of boards in Europe is changing. In our
research, we have found that changes across different countries and
industries exhibit at least three patterns:
1. European CEOs are acquiring more power in their boards. There seems
to be a shift to a more American style and status. Individuals are
making an international name for themselves by rejecting the stuffiness
of old-style business, prioritizing value creation, and speaking openly
about it in and outside board meetings. CEOs like Jean Marie Messier,
Francois Pinault (CEO Pinault Printemps-Redoute), Josef Ackerman
(CEO Deutsche bank), and many more are reshaping the landscape of
European boards and European capitalism in general.
2. Boards are becoming more independent. Among the most notable exam-
ples: In Germany, the private sector adopted two codes on Corporate
Governance in 2001. One of the codes, adopted by a panel led by a
former influential managing director of DSW (the asset management
unit of Deutsche Bank), recommends that each board have a sufficient
number of independent directors on the supervisory boards22 and that
boards have at least six board committees. In France, the National
Assembly and the Senate are rumored to be close to approving a bill
that would separate the solitary post of prsident directeur gnral
22. In Germany, retired members of the management boards usually move up to the
supervisory board.
Governance 193
(equivalent to the chairman and CEO position) into two posts, unless
shareholders explicitly vote for a different solution. In the U.K. in
March 2000, the Department of Trade and Industry issued a Report on
Company Law Reform with many recommendations aimed at strength-
ening the independence of the board and the chairman. In Italy, a new
segment of the stock market, called Star, was created. Companies that
want to be listed in Star must comply with a set of guidelines, most of
which relate to matters of board independence.
3. Boards are becoming more accountable. The rise of an equity culture
across continental Europe has led to an increase in shareholder
activism. Shareholders, both individuals and institutions, are becom-
ing able to bypass boards and voice their own interest. Board members
are being called on more often to give reasons why they approved
transactions that negatively affect minority shareholders. In 2001,
minority shareholders: blocked the takeover of Legrand by Schneider
Electric because it did not respect some preference rights attached to
their shares; sued Deutsche Telekom because it wrote off some assets,
implying that some of its acquisitions had been grossly overpaid; and
blocked the board and management of Telecom Italia from converting
all saving shares into ordinary shares at an unfair price.
Institutional owners cannot sell their shares without depressing
market prices; and they prefer to increase their returns by fighting with
management and replacing board members with their representatives.
Financiers like the Swiss Martin Ebner and the American Wyser-Pratte
spend their time looking for underpriced companies, buying minority
stakes, vying for board seats, and fighting current board members and
management. Board members can no longer sleep through presenta-
tions and cash their attendance check at the end. They are being called
on for involvement.
Summary: Three Issues to Address
First, in our research and interviews, we found that CEOs in Europe

are still the ones who choose the candidates to directorships that are
presented to shareholders.
Second, CEOs and chairmen are the same person in most European
corporations in many countries. If we add this feature and the fact
that star European CEOs have become more vocal, we get situations
close to one-man corporations, which are often detrimental to
shareholders.
194 Chapter 6
Third, the main problem seems to be that European boards belong

to a restricted elite, defined by personal relationships and a web of
cross-shareholdings among the major companies. Most students of
European corporations would find it easy to identify who the most
influential people are. The cadre of names from which to choose
appears small. Also, changes in legislation can help eliminate the most
obvious conflicts of interest As long as public European corporations
are run by a lucky minority, the debate on independence will be largely
moot. Instead, the debate should be about how new firms in Europe
are created and how true meritocracy can be introduced across the
business world.
Corporate Takeovers
There is increasing pressure on European managers to maximize share-

holder value. This comes from three major sources.23
1. Intense pressure from international capital markets to generate sustainable,
above-average returns. Growth and globalization have increased the
demand and supply of equity worldwide. The shift to a savings culture
based on equity, the change in demographics, and the increase in the
volume managed by institutional investors (especially pension funds)
have significantly increased the potential supply of funds to capital
markets. On the demand side, an increase in the number of public
companies (around 30 percent during the last decade) means more
opportunities for investment. Furthermore, the intense pressure for
high returns has increased trading volume (a 130 percent increase
during the last decade). This higher trading volume, whether caused
by an increase in the number of public stocks or by a decrease in the
length of time of stock holding, shows that companies are more
exposed to investor scrutiny. Private companies that went public are
now compared against the stock market performance of their com-
petitors. Investors looking for returns can get in and out of stocks easily.
2. Activism and professionalism of shareholders; institutional investor
ownership. During the last decade, institutional investor ownership
has increased significantly in Europe. Institutional investors focus
on maximizing value because, unlike banks, they do not have conflict-
ing incentives. While pension funds focus on generating future cash
23. M. Salter, A Note on Governance and Corporate Control, Harvard Business School
Working Paper no. 01-090, 2001.
Governance 195
flows to pay pensions, banks also consider the credit business they
maintain with companies. CEOs consider institutional investors to be
the most important investor class because institutional investors can
significantly influence the market value of the firm.
3. The winner-takes-all economy. Hyper-mobile pools of capital search for
firms with best practice in governance rules and super-normal returns.
Todays winner-takes-all capital market signals a new era. Across
sectors, a few players are creating most of the new shareholder value.
A McKinsey study24 highlights that 5 to 10 per cent of companies in a
given industry create all of the shareholder value in that industry.
Given these facts, investors are trading in and out of firms in continu-
ous search of super-normal returns. In fact, McKinsey and Institutional
Investor research25 show that institutional investors would be willing
to pay an 18 percent premium for the shares of a well-governed
company26 in the United States or the United Kingdom and a 20 percent
and 22 percent premium for the shares of well-governed companies in
Germany and Italy, respectively.
These three sources of pressure on corporate executives suggest

that CEOs should give top priority to the design and monitoring of cor-
porate governance systems, especially those related to defensive mea-
sures, because they have a direct and visible impact on shareholder
value.
A Change in the European Way of Business: Telecom Italias

Takeover
One of the takeovers that greatly influenced the market for corporate
control in Europe is the Telecom Italia (TI) takeover. Olivetti, with
revenues one-seventh of TIs $30 billion and a market capitalization
one-quarter of its target, created a turning point in the European way
of business.
Legal reform in Italy made this takeover possible. The Draghi law,
first proposed by and named after the former general director of the
24. D. Campbell and R. Hulme, The Winner Takes All Economy, McKinsey Quarterly,
November 2001.
25. P. Combes and M. Watson, Three Surveys on Corporate Governance, McKinsey
Quarterly, November 2001.
26. A well-governed company was defined as one that has a majority of outside direc-
tors with no management ties on its board, undertakes formal evaluation of directors,
and is responsive to requests from investors for information on governance issues.
196 Chapter 6
Italian treasury, introduced two major changes that facilitated an active

market for corporate control. First, it suppressed the rights of the Italian
government to veto any acquisition of more than 3 percent of ordinary,
voting shares if a formal offer was made for 100 percent of those shares.
Second, once the formal offer was submitted to the Italian market
regulator (Consob), no change in the capital structure of the target and
no issue of new debt could be made without the approval of 30 percent
of the capital. These two actions significantly limited the number of
defensive actions that the target could take. Managers of undervalued
or poorly performing companies were no longer secure in their jobs.
Their companies could be bought from under their control.
The fight was very intense. Many international investment banks
and the powerful Italian investment bank, Mediobanca, backed
Olivetti. The takeover took the shape of an LBO in which Olivetti
planned to use the cash flow of the target to pay the debt. A syndicated
loan of 22.5 billion euros was arranged from 20 banks in three weeks,
showing the corporate finance capabilities that had been developed in
Europe. The number of banks, speed, and amount of the loan showed
that European financial markets and bankers were prepared to facili-
tate an active European market for changes in corporate control.
Telecom Italia hired many investment banks as defense advisors, who
presented many strategic, financial, and legal defenses, including a
white knight takeover and a pacman defense. However, Franco
Bernabe, CEO of Telecom Italia at the time, fought without considering
the influence and power of capital markets: I am not going to do
anything I would not have considered in the normal course of business.
I want to make a distinction between this highly leveraged, speculative
bid, and a solid commercial strategy. Our defense will be our industrial
plan. The CEO of Olivetti at the time, Roberto Colaninno, presented the
acquisition as an opportunity to cut costs, create cell-phone alliances,
invest in new services, and improve the domestic network.
The takeover resulted in a new paradigm for the European market
of corporate control. Governance provisions protecting interests other
than those of shareholders were fewer; now, the focus of the law was
on preserving shareholder interests.
The Telecom Italia deal spurred similar transactions on the continent.
In 1999, Vodafone completed the largest hostile takeover ever when
it bought Mannesmann. One U.K. analyst qualified the logic of the
deal as impeccable, and . . . the value to be gained by both sets of
shareholders of bringing these assets together is enormous.
Governance 197
For all of the progress from an investor perspective, there are still
some barriers to mergers and to enhancing the majority of sharehold-
ers interests. One high-profile case was the failed merger between the
Spanish telecom operator, Telefonica, and the Dutch telecom operator,
KPN. The discussions were not strictly focused on the shareholder
value creation but on the degree of liberalization of the economy
of both countries. On the one hand, Telefonica had already been
privatized and the only right that the government had on it was a
golden-share option. KPN was not privatized and its privatization
process, according to the Spanish Finance Minister, was not starting
immediately and did not have concrete milestones. Telefonicas
boarddirectly influenced by the Spanish governmentopposed the
deal because Telefonica would have a state-owned partner, the Dutch
government, while the Spanish government was actively liberalizing
its economy.
Status of the European Market for Corporate Control
Presence of Takeover Defenses

A Corporate Governance Survey (2001) by Deminor, a consulting firm
on corporate governance, analyzes the corporate governance behavior
of companies included in the Euro STOXX 50. One area of analysis
focuses on the presence and strength of takeover defenses. The results
show that even the most internationalized companies maintain a sig-
nificant number of takeover defenses. What are the major structural
and capital defense mechanisms used by European companies in a
hostile takeover?
1. Capital structure: because the voting power of the majority share-

holder is very high (20 percent) compared to the second and third ones
(6 percent and 3 percent, respectively), the majority shareholder can
influence the balance of power in the shareholder base, thus being a
significant takeover defense. Fourteen percent of the companies in this
index have a majority shareholder.
2. Board insulation: in 42 percent of the companies that the report
analyzes, shareholders have difficulties in removing board members.
This takeover defense goes against some of the basic shareholder rights
and breaks the most elemental principles of the agency theory: share-
holders (principals) have the right to name and dismiss board
members, including top management (agents) who run a business.
198 Chapter 6
3. Voting right distortions: 60 percent of the companies have at least one

voting right distortion. Voting right ceilings that cannot be waived
represent an important takeover defense. For instance, Nokia and
BBVA do not have this provision while TotalFina-Elf and KPN do have
right distortions. The basic principle of one common share, one vote
must be respected to ensure that shareholder interests are preserved.
4. Authorized capital: 35 percent of boards can authorize equity issues,
waiving the preemptive rights during a takeover.
5. Repurchases of own shares: 65 percent of the Euro STOXX 50
companies can repurchase their shares during a hostile takeover.
6. Targeted stock placement: Other conversion instruments such as con-
vertible bonds or warrants can be used for a capital increase during a
takeover. About 14 percent of the studied firms are allowed to do so.
7. Other takeover defenses: 33 percent of firms can use golden shares and
golden parachutes to avoid a takeover.
Recent Failure of the European Takeover Directive

On July 4, 2001, after 12 years of negotiations, the European Parliament
rejected the proposed European Takeover Directive (the directive).
Klaus-Heiner Lehne, a German member of the delegation who opposed
the directive, felt that it would leave companies unprotected and open
to hostile bids from, for example, U.S. companies.
The rejected directive aimed to preserve the following general
principles (article 3):
Equal treatment: all shareholders of an offeree company of the same
class must receive equal treatment. This principle tries to preserve

minority shareholders rights.
Sufficient time and information: shareholders need to know the views
of the board and have time to make an informed decision.
Preservation of the interest of all shareholders: shareholders of the offeree
should be able to decide based on the merits of the bid. This principle
tries to avoid defense provisions adopted by the board or by some
shareholders.
No creation of false markets: share price of the offeree should not be
distorted for the purpose of the takeover.
Credibility of the takeover: the offeror should ensure a minimum of
guarantees required to execute the takeover (e.g., cash availability).
Governance 199
Investors had hoped that the directive would harmonize the rules on
the conduct of takeovers across Europe. However,
The directive aimed at setting the minimum standards and did not
attempt to harmonize European takeover law except in limited areas.
Each state had the legal power to implement this directive within a
chosen timeframe.
Very little detail was given in the directive. For instance, no
principles were defined for determining the equitable price that must
be paid if there is a mandatory bid.
Although it did not impose strict rules, the directive was not approved.
The main opposition was to its defense provisions, the so-called frus-
trating actions provision in article 9. The directive, as a minimum
requirement, required that after the announcement of the bid and until
the bid has been made public, the board of the offeree should not take
any action which may result in the frustration of the offer. The offeree
could take some defensive actions if the shareholders in a general
meeting authorized them.
Those who rejected the directive probably thought that undervalued
companies in their country would receive hostile takeover bids by
foreign companies. However, the directive left room for some flexibil-
ity on defensive actions. For instance, the board of the offeree company
could increase its share capital during the period of the acceptance of
the bid if prior authorization had been received at a general meeting
of shareholders no earlier than 18 months before the beginning of the
period of acceptance.
Finance practitioners reacted to the opposition of Germany to the
new European directive and the new German takeover law. The new
German law will probably not promote a focus on shareholder value.
As a partner of the German law firm CMS Hasche Sigle put it, The
management board and the supervisory board of a company together
can take whatever frustrating action they want as long as it falls under
the normal running of the company. Furthermore, penalties from
international capital markets to German companies owing to their poor
governance would increase. One German investment banker said,
capital markets will punish Germany and we will learn the lesson.
Germany will find it difficult to attract institutional investors.
The process and time that it took to reach a political agreement,
more than 12 years, highlights the cultural obstacles that lie in the way
200 Chapter 6
of EU harmonization of legal issues, especially when national interests

are at stake. A harmonized European market for corporate control
will take longer than expected. Nonetheless, a new proposed directive
is under revision now, and a number of factors continue to influence
the market for corporate control in Europe: the increase in capital
needs and the internationalization of the shareholder base are some of
them.
Conclusion
Corporate governance systems in firms are more important than ever

to facilitate shareholder value creation. In fact, defensive measures
against changes in the control of a company are not well perceived by
shareholders. Punishments to highly protected firms against changes
in control have increased enormously during the last years. Further-
more, institutional investors are more professional and active than ever,
and the volume of hyper-mobile pools of investors in search of above-
average returns all over the world is increasing.
The Corporate Governance Survey (2001) shows that there is still
a significant presence of defensive measures in firms within the
European Union. Moreover, the European Commissions efforts to
develop a common takeover law in Europe have not been fruitful. After
12 years of work on the European takeover directive, the directive was
not approved because of opposition to the so-called frustrating
actions provision.
Europe should meet two major future challenges. First, in the
regulatory arena, financial regulators should develop takeover rules,
at a European level, with high minimum standards. A homogeneous
takeover law throughout Europe will help to develop a common share-
holder focus such as that of the United States. If only a few countries
adopt a takeover law favorable to shareholders, there will probably be
significant differences in shareholder value creation among nations. In
a winner-takes-all economy, with mobile pools of capital, nations that
favor shareholder corporate governance systems will attract more
capital, as the U.K. does compared to continental Europe. Second,
in the corporate arena, top management and shareholders should
work together to find an optimum in the separation of ownership and
control through increased institutional shareholdersless concentra-
tionand through an adequate equity-based compensation for top
management.
Governance 201
Institutional Investors
Institutional investors (in particular life insurance companies, mutual

funds and pension funds) own an increasing amount of equity. More
and more firms are entering capital markets. As a result, a greater
fraction of the economic base of a company is coming under the
purview of institutional investors.
The volume of total financial assets relative to GDP (an indicator of
the financial market dimension) has grown over the last 20 years, with
a parallel increase in the proportion of assets held by institutional
investors.27 The high level of institutional assets as a proportion of
the total financial assets has accompanied a decline in deposits held in
household portfolios, a lower level of corporate loans, and a higher
level of corporate equity. These trends are observed in all G-7 coun-
tries, with institutional investors growing in relative importance.
The emergence of large shareholders able to channel the investments
of a large number of individual investors could offer a possible solu-
tion to the principal-agent problem in equity finance. Through the strat-
egy of diversification, institutional investors would seek an optimal
size of shareholding that justifies the costs of exerting their rights and
of monitoring managers, without overriding the interest of minority
shareholders.28 The growing dominance of equity holdings by institu-
tional investors, both in the Anglo-Saxon countries and in continental
Europe, would lead to a new corporate governance model (the direct
control via equity or shareholder value model). This new model would
break down the traditional separation of the Anglo-Saxon paradigm,
in which the threat of hostile takeovers acts as a market disciplinary
device against incompetent or fraudulent managers, from the
Continental paradigm in which credit institutions are both the more
important shareholders and the main providers of debt.
The Rise of Institutional Investors in Europe: The Role of Pension

Reform
Institutional investors are likely to become even more influential in

continental Europe, and the reason is developments in retirement
financing.
27. E. Philip Davis, Institutional Investors and Corporate Governance (West London: Brunel
University), 1995.
28. Ibid.
202 Chapter 6
Demographic Trends and Public Pension Spending

Demographics will impact Europes pension system and might
cause corresponding changes in capital markets and corporate
governance. Continental Europe, in particular France, Germany,
and Italy, has the largest pure pay-as-you-go pension system in the
industrialized world. Under these systems, payments to pensioners
are funded by taxes on the working populations. These systems work
at high, but sustainable, tax rates when the Old-Age Dependency
(OAD) ratio (the ratio of people 65 and older versus those aged 20
to 64) is low enough to ensure a fully funded program. According to
the ECOFIN Group, however, the German OAD ratio will increase
from 26 percent in 2000 to 54.7 percent in 2040. The Italian OAD ratio
will similarly increase from 28.8 percent to 63.9 percent.29 As the
population ages, the pay-as-you-go system (under which payments to
pensioners are funded by taxes on the working populations incomes)
automatically creates imbalance. The International Monetary Fund
estimates that public pension spending in the countries listed above
will increase to over 20 percent of GDP between 1995 and 2030. If this
estimate is true, French, German, and Italian workers will pay, respec-
tively, 38 percent, 41 percent, and 62 percent of their wages to the
pension systems.30
Although the pay-as-you-go system also depends on the develop-
ment in labor productivity, the high proportion of government spend-
ing on pensions relative to GDP suggests that the state pay-as-you-go
models are already overstrained and have become a drag on economic
growth. Indeed, in all the countries mentioned above, there have
been pension reform proposals and reforms in recent years. These
changes have not slowed system membership, however, nor have they
stabilized contribution requirements. Academic research, particularly
Boersch-Supan and Winters advancement of Gruber, Wise, and
Schnabels studies on the negative incentive effects of public pension
systems on labor supply,31 suggests that workers who have grown up
in a generous pay-as-you-go system tend to prefer early retirement or
to take jobs that avoid social security taxation.
29. Axel Boersch-Supan and Joachim Winter, Population Aging, Savings Behavior and
Capital Markets, Working Paper 8561 (October 2001).
30. Chand and Jaeger, IMF Occasional Papers 147, Aging Populations and Public
Pension Schemes.
31. Boersch-Supan and Winter, Population Aging.
Governance 203
Structural Reforms of the Public Pension System

Many studies have been conducted on the structural remedies to the
instability of the pay-as-you-go system. A common thread is the neces-
sity of a funded component to augment the existing public system, in
particular by encouraging occupational pension schemes that have the
advantages to achieve a well-balanced risk mix, cost efficiency, and
wide reach. Currently, the occupational pension component is under-
developed in many European countries. In Germany, 82 percent of
retirement income is paid from state resources, while occupational
schemes account for 5 percent and personal provision 15 percent.
Within Europe, only the Netherlands and Switzerland have a more
balanced three-pillar pension system. Switzerland has 42 percent, 32
percent, and 26 percent of retirement income generated, respectively,
by state contributions, occupational schemes, and personal savings.
The European market per pension funds (meaning all pension
products excluding life insurance, financed outside the sponsoring
firm) was worth about US$2,750 billion in 1999, with the U.K. alone
accounting for 50 percent. In contrast, Germany, the most powerful and
most populous economy in Europe, accounts for just 5 percent of the
European market.32
Germany has recently taken action to stabilize its pension system.
According to a new law, the Altersvermgensgesetz (AvmG), all employ-
ees now have a legal right to ask for employee-financed occupational
pension plans. Moreover, the new law introduces a new German-style
pension fund (Pensionsfonds) as a new occupational scheme. These
pension funds invest the assets outside the sponsoring firm, are
financed by both employer and employees, and can offer either
defined-benefits schemes or defined-contribution schemes with guar-
anteed minimum benefits. Italy now allows new pension plans only as
externally funded, defined-contribution schemes. The contributions
made by employersand, in some cases, by the employeesare chan-
neled into a legally independent pension fund organization, which
calls on an investment fund to manage or invest them. Spain has taken
a similar step. Since 1995, only external funding has been permitted as
an occupational scheme. Companies must decide by mid-October 2002
whether to write back their book reserves and pay them out in cash or
convert them into certified pension funds.
32. Deutsche Bank Research, Special Study: Europe on the Road to Pension Funds? June
15, 2001.
204 Chapter 6
Essentially, we are witnessing the development of the private

pension system in Europe. According to Deloitte Research and
Goldman Sachs,35 the impending shift from public to private retirement
provision will create a private retirement market worth 4 trillion euros
($3.6 trillion) by 2010, rising to 11 trillion euros by 2030. Overall, the
study estimates the market for long-term savings in Europe to be worth
around 26 trillion euros by the end of 2010, up significantly from
around 12 trillion euros in 1999.
The Forms and Effectiveness of Institutional Activism in Anglo-

Saxon Countries
The empirical evidence from the Anglo-Saxon countries that institu-

tional investors can improve the performance of the targeted firms can
be useful to understanding the economic effects of an increase of the
European private pension market.
Evidence from the United States

In the United States, institutional investors own 50 percent of the top
fifty companies, and the top twenty pension funds own 8 percent of
the stocks of the ten largest companies.
When U.S. institutional investors are dissatisfied with firm perfor-
mance, they can choose to:
1. Follow the Wall Street Rule (vote with their feet) by selling
shares.
2. Take an active role in the corporate decision-making process through
shareholder proposals and proxy fights.
3. Negotiate directly with management and, when a compromise cant
be reached, sell shares with a public explanation of the reasons
underlying the selling decision.
According to recent work by Parrino, Sias, and Starks (2000), voting

with their feet by U.S. institutional investors significantly affects board
decisions, and can force CEO turnovers, often replacing the CEO with
an outsider.
The second alternative is often mentioned in the academic research
as the only form of institutional activism. The definition is too narrow
because it applies to just a small set of U.S. public pension funds, led
33. Retail Banker International, January 15, 2002, p. 12.

Governance 205
by CalPERS. The U.S. Department of Labors 1989 Proxy Project

Report requires pension fund managers (but not mutual fund
managers) to regard proxy voting as part of their fiduciary
responsibility.
Moreover, how effective this form of activism is in improving the
financial performance of the portfolio companies is ambiguous. Wahal34
analyzes activism by nine public pension funds over the period
19871993 and concludes that there is no significant evidence of
increase in the long-term stock performance of targeted firms. On the
other hand, Smith (1996, p. 251)35 analyzes activism (proxy fights)
sponsored by CalPERS from 1987 to 1993 and concludes that there is
a significant positive stock price reaction for successful targeting events
and a significant negative reaction for unsuccessful events. Overall, the
evidence indicates that shareholder activism is largely successful in
changing governance structure and, when successful, results in a
statistically significant increase in the shareholder wealth (251).
The third way of activism is more vocal than the mere sell-off of
shareholdings, and it is precisely what has been observed in recent
years within the wide community of private funds. For example, the
stock price of GEs dropped almost by half between October 2000 and
May 2002 because of the strong sell-off by institutional investors. This
sell-off raised valid concerns over disclosure and over GEs ability to
pump out future profits.36 GEs CEO, Jeffrey Immelt, was forced to take
visible initiatives to regain investors trust. The work of Wahal (1996)
confirms that efforts by institutions to promote organizational change
via negotiation with management are associated with abnormally high
stock returns.
Institutional Activism in Europe
The Leading Role of Domestic Institutional Investors

The developments in the European pension market will gradually lead
to an increase in the demand for equity by domestic (European) insti-
tutional investors, who will be acting as the depositors of occupational
pension schemes. In this changing environment, domestic institutional
34. S. Wahal, Pension Fund Activism and Firm Performance, Journal of Financial and
Quantitative Analysis 31, no. 1 (1996) 123.
35. M. Smith, Shareholder Activism by Institutional Investors: Evidence from
CalPERS, Journal of Finance 51, no. 1 (1996): 227252.
36. Diane Brady, The Education of Jeff Immelt, BusinessWeek, April 29, 2002.
206 Chapter 6
investors could play a leading role in pushing companies toward better

corporate governance standards. In turn, a greater transparency in
providing information and the direct threat to poorly performing
management would attract new foreign capital.
Together with the crisis of the public model of social security, the
reform of stock market exchanges and the advent of a single currency
have led domestic institutional investors to change how they approach
corporate governance issues. European investors are increasingly
looking outside their national borders for higher returns, making
comparisons on a pan-European basis. Until now, their performance
was largely measured against that of other managers in the same
country. Now that institutional investors have to compete internation-
ally for investment capital, they are far more eager to make the most
out of their assets. They put pressure on the managements of their port-
folio companies to increase the shareholder value orientation.
Forms of Institutional Activism

1. Collaborative investigations and public focus lists. In a dramatic shift
from the past, European fund managers have started to publicly voice
doubts about bad corporate practices. They are joining forces to push
change. For example, in March 1998, 15 Dutch pension funds with $42
billion worth of holdings in Dutch companies teamed up to investigate
the corporate-governance practices of all the companies on the
Amsterdam market index. At the top of their hit list was Royal Philips
Electronics. Fund managers at the companys annual meeting openly
protested a juicy options scheme (then worth $175 million) that Philips
had put in place without fully disclosing its details to investors.
2. Exerting voting rights. Sometimes the decisions made by institutional
investors at shareholders meetings have led to formal investigations.
For example, the Oslo Stock Exchange and the Norwegian securities
started investigating insider trading in the stock of Kvaerner, an
Anglo-Norwegian engineering and shipbuilding company, after the
Norwegian investment company Odin Forvaltning asked for and got
the resignation of Kvaerners CEO, who had been responsible for the
highly leveraged acquisition of Trafalgar House, a British conglomerate
several times the size of the company.37
3. New investment styles. Besides public criticism and active participa-
tion in shareholders meetings, European fund managers have started
37. Bosses under Fire, BusinessWeek, November 30, 1998.

Governance 207
to approach corporate governance issues under a different perspective

as well. For example, Frances ABF Euro VA invests in European stocks
and benchmarks itself against the FT Europe Index, but it favors
holdings in companies that it expects will take actions to enhance
shareholder value through good corporate governance practices. The
strategy has turned out to be a winning strategy. The fund out-
performed the market by 7.4 percent against a tracking error of 1.7
percent since its inception in 1998. This form of institutional activism
disciplines management through markets, by timed buying and selling
of target firms and by exerting voting rights when there are under-
valued assets.
The Italian Case: Strengths and Weaknesses of the Investment

Management Industry
The Italian system of institutional investing provides a representative

example of the role of institutional investors in a continental corporate
governance system. Analyzing the Italian case reveals positive signals
as well as some limits of the current role of institutional investors. The
case can be easily extended to other continental cases.
In the Italian financial system, the most common type of institutional
investor is the investment fund (fondo comune di investimento), where
the funds are invested in different financial activities and managed by
a company (societ di gestione del risparmio). In Italy, about 90 percent
of money managers are affiliated with banking or insurance groups.
Different oversight authorities regulate money managers according
to the specific kind of client whose assets are under management
(individuals, high-net-worth individuals, pension funds, or insurance
companies).
With shareholdings amounting to about 35 percent of the Italian
stock market capitalization, the Italian money managers system is
ranked third after the United States and France. At the beginning of
1990 it ranked twelfth. The percentage of assets invested in corporate
equities has moved from 12 percent in 1990 to 38 percent in 2001.38
According to some financial authorities,39 Italian money managers
have started to show a more active form of shareholding than foreign
38. Mr. Fabio Galli, secretary-general of Assogestioni.

39. Ms. Maria Pierdicchi, head of Nuovo Mercato and Mr. Fabio Galli, secretary-general
of Assogestioni.
208 Chapter 6
investors, who are more inclined to vote by feet in the Italian

companies where they invest. The increasing awareness of corporate
governance by Italian money managers is confirmed by the important
role that they played in issuing the Draghi law (Testo Unico della
Finanza, 1998). In particular, they directly proposed the rule under
which the board of directors cannot do anything to prevent takeovers
unless two-thirds of the General Assembly approves the defense action.
Assogestioni, the trade group for the Italian asset management indus-
try, has recently started to take public actions against badly managed
firms, thereby making it increasingly expensive (in terms of reputation
costs) for firms to resist market forces. For example, in July 2001,
through a formal communication to CONSOB, Assogestioni opposed
SAIs acquisition of the insurance company Fondiaria because of the
lack of information about the action and the inconsistency of the acqui-
sition with respect to the expected development strategy of SAI.40
Despite these favorable signals, the evidence about the activism of
Italian institutional investors is still sporadic. A study of Italian mutual
funds by Bianchi and Enriques (2001) is useful for understanding the
problems that might prevent the expected pension reform system
from being an effective driver for corporate governance. Bianchi and
Enriquess empirical analysis shows that Italian money managers
could potentially play a more significant role in the corporate gover-
nance of Italian listed companies. Other factors limit the activism.
Examining the number of shareholdings larger than 1 percent, among
221 holdings, about 60 percent is concentrated in the hands of five
Italian fund managers, with an average of 25 relevant holdings each.
However, ownership concentration in the targeted firms, dependence
on banking groups, and competitive disadvantage with respect to occu-
pational schemes are the main factors that tend to reduce the incentives
for activism.
Conclusions and Open Issues
In Europe, the importance and number of institutional investors is ex-

pected to rise in the near future due to ongoing pension system reform.
The development of the funded component of the pension system will
lead to an increase in the demand for equity by domestic institutional
investors, acting as professional money managers of the pension plans.
40. Assogestioni, Corporate Governance Committee. Acquisition of Fondiaria by SAI,

Report published at http://www.assogestioni.it/novita/novita.asp
Governance 209
The discussion of the role of institutional investors as effective agents

for change in Europe should address two issues:
1. What is the optimal internal structure that new European pension funds
should adopt? The extent to which a plan is of defined-benefit or defined-
contribution may affect the pension funds investment horizon, thereby
affecting the fund managers interest in active corporate governance.
Most of the U.K. pension funds are run according to defined-benefit
plans, where individuals dont bear the investment risk. In Germany,
even under the new law, full defined-contribution schemes are not
permitted, and pension funds are obligated to be members of the
insolvency insurance association.
Quantitative investment restrictions could have a direct impact on
the extent to which pension funds can play a role in corporate gover-
nance. In Italy, the holding of shares of closed-end funds is limited to
25 percent of the closed-end funds assets. In Germany, pension funds
cannot invest more than 35 percent of their assets in equities. Even
under the new law, the government is authorized to issue detailed
quantitative investment rules on pension funds. The European Com-
mission has calculated that funds placing emphasis on quality man-
agement generated higher returns from the mid-1980s to the mid-1990s
than those operating under quantitative rules.41
2. What is the relationship between fiduciary responsibility and institutional
responsibility? Should European institutional investors have a duty to
exercise their voting rights diligently as part of their fiduciary respon-
sibility? Or should institutional shareholders exert greatest influence
through the market? In each of the two cases, what should the gov-
ernments role be in promoting institutional activism? After starting to
exert their voting rights at shareholders meetings and making some
public actions, will European institutional investors start to gain a
powerful bargaining power in negotiating directly with a companys
management?
The U.K. government has decided to adopt the first alternative to

increase the activism of occupational pension schemes, despite the
ambiguous empirical evidence from the U.S., where public pension
funds have the statutory duty to use shareholder powers to intervene
in investee companies.
41. Communication by the Commission, Towards a single market for supplementary

pensions, 1999, Annex, as quoted by Deutsche Bank Research, Pension Funds for Europe.
See www.deam-europe.com/pension_reforms
210 Chapter 6
Even without imposing the exercise of shareholder rights, European

governments would have much room to maneuver:
By introducing adequate regulations of conflicts of interest or several
restrictive measures (e.g., limits to participation in managing compa-
nies) to reduce the influence of banking groups on money managers.
By equalizing the treatment of all different occupational schemes
(Italy).
By simplifying the way of voting at annual meetings (Italy, Spain).
By reforming the system of cumulative voting in order to ensure that
the director designated with the vote of the institutional shareholders
cannot be removed by the decision of the majority (Spain).
Although institutional activism has made significant progress in

Europe, it seems that domestic investment funds still lack the power
exercised by U.S. money managers, who vote noisily with their feet
by directing harsh comments to managers, either privately or via the
press.
Acknowledgments
We thank Professor Stewart C. Myers for his support of our research

and for his coordination work. Special thanks also go to his assistant,
Gretchen Slemmons, a behind the scenes leader.
This work would not be the same without the opinions and sugges-
tions of all the inspiring people whom we have interviewed over
the past year. Our sincere acknowledgments go to: Karl-Hermann
Baumann, Siemens; Lori Belcastro, The Carlyle Group; Ilja Bobbert,
Prime Technology Ventures; Professor Richard Brealey, London Busi-
ness School; Albrecht Crux, Roland Berger; Rolf Dienst, Wellington
Partners; Peter Englander, APAX Partners; Massimo Ferrari, Romagest
(BancaRoma Group); Professor Julian Franks, London Business School;
Arno Fuchs, Viscardi; Fabio Galli, Assogestioni; Anne Glover, Amadeus
Capital; Professor Dietmar Harhoff, Odeon; Damien Horth, ABN
Amro; Professor Simon Johnson, MIT Sloan School of Management;
Professor Peter Joos, MIT Sloan School of Management; Dave Lemus,
Morphosys; Professor Donald Lessard, MIT Sloan School of Manage-
ment; Professor Richard Locke, MIT Sloan School of Management; Dirk
Lupberger, Polytechnos Venture Partners; Marc Malan, Zouk Ventures;
Professor Gordon Murray, London Business School; Sven-Christer
Governance 211
Nilsson, Startup Factory; Julia Otto, Cinven Ltd.; Andrew Phillips,

Intermediate Capital Managers; Maria Pierdicchi and her team, Borsa
Italiana Spa; Professor Malcolm Salter, Harvard Business School; Rene
Savelsberg, Philips International; Raffaele Savi, Romagest (BancaRoma
Group); Dario Scannapieco, Italian Treasury Ministry; Professor David
Scharfstein, MIT Sloan School of Management; Professor Antoinette
Schoar, MIT Sloan School of Management; Professor Lester Thurow,
MIT Sloan School of Management; Roberto Ulissi, Italian Treasury
Ministry; Professor Jiang Wang, MIT Sloan School of Management.
6.3 Financial Reform and
Corporate Governance
in China
Erika Leung, Lily Liu,

Lu Shen, Kevin Taback, and
Leo Wang
With the potential to develop into an economic superpower, China has

undertaken the enormous task of developing market-based institu-
tions. Confidence among market players is central to the market
economy. Corporate governance provides an important framework to
support this confidence. In fact, Chinas most prominent regulator in
the drive to create efficient markets, the China Securities Regulatory
Commission (CSRC), has declared 2002 the year of good corporate
governance.
Corporate governance is a broad subject, intertwined with many
areas of financial reform. The western concept of corporate governance
has been codified by the OECD. The concept centers on the following
principles: transparency, accountability, and fairness. The main mech-
anisms to look for include an independent board of directors, treatment
of minority shareholders, and coordination of the interests of capital
owners and business managers.
In its development of corporate governance, China will try to avoid
financial crises and plundering of state assets. Retaining capital, fos-
tering domestic investments, and raising badly needed cash to fund
social obligations are recurring policy themes.
As China develops its markets and institutions, it enjoys the learn-
ing advantage of a late mover. It can take best practices from other
economies and avoid major pitfalls. Chinas challenge is to develop its
rules and institutions in a very compressed timeframe and create
lasting markets.
Financial market development and reform in China started as a by-
product of the state-owned enterprise (SOE) reform. However, as
Chinas economy takes off, the role of the financial market becomes
much more important to the growth of the economy. Some call corpo-
rate governance the last pillar to be moved in Chinas economy.
214 Chapter 6
Financial market development and better corporate governance have

become entwined.
This paper addresses some important issues in corporate governance
and financial market reform in China. The first two sections provide an
overview of Chinas securities market and discuss a range of problems
arising from the securities market development. The significant hurdles
China must overcome include:
the legacy of a quota-based, politically driven listing process
the role of the CSRC (Chinas SEC)
the development of a liquid market with institutional investors
the ability of companies to bypass domestic markets by seeking
financing abroad
The third section examines issues arising from listing SOEs on Chinas
stock exchanges and diluting state ownership. The questions we
address here are: Does listing of SOEs really improve corporate
governance? Are initial public offerings of SOEs sufficient, or should
the state significantly dilute its ownership in SOEs to improve corpo-
rate governance? Finally, does better financial performance follow from
listing?
In the last section, we examine the connection between nonper-
forming loans (NPLs), banking sector reform, and corporate gover-
nance. Specifically, how successfully will Chinese banks deal with
NPLs? How fast can the Chinese government further deregulate the
banking industry?
Chinas Financial Sector: Development Overview
A well-developed financial market is one of the crucial elements of

corporate governance reform. In this section, we provide an overview
of the current Chinese financial market by focusing on the securities
and banking sectors.
Rationale for Forming the Securities Market
The securities market can be viewed as a first step toward creating

domestic capital markets. The securities market can also be a tool
through which the government can shift some of its SOE responsibili-
Governance 215
ties to economic forces. In 1990 and 1991, the government set up the
Shenzhen and Shanghai securities exchanges, respectively, as an exper-
iment in installing a capital market apparatus in China.
The securities market has enjoyed much growth over the past ten
years. Since 1995, equity market capitalization has risen to RMB5 tril-
lion, or 400 percent (CSRC, 2000). Over 1,000 companies have listed
between the two stock exchanges, with coverage expanding from a
mainly local base to an extended national base.
While the exchanges enjoyed relatively high levels of autonomy in
the first few years of operation, the combination of the extended
coverage and the Asian financial crisis led the central government
to tighten its control. The China Securities Regulatory Commission
(CSRC) was created and became a governing body that answered only
to the State Council. Regulatory enforcement thus became more
centralized and local governments played a much less active role in
formulating regulations and policy about the further development of
the capital market.
Makeup of the Ownership Structure
The initial listings of public companies were politically driven. Some

SOEs were performing poorly, and the securities market became an
easy venue for companies to generate funding from the public and
create some independence from political influence. A system of quotas
was established by the central regulators and administered in the
provinces. Each province was given a number of SOEs that could be
listed, and it was up to local leadership to determine which firms it
would list. Certain performance requirements had to be met, but the
process was full of political pitfalls, with little resemblance to market
forces.
In theory, consideration of SOEs for listing should be in the order of
their financial health, that is, the best SOEs get listed first. However,
the reality was that provincial governments used scarce quotas for
companies who needed money the most. Because the listing law spec-
ified that a company had to show three years of continued profits to
qualify for listinga law that was borrowed from Hong Kong
provincial governments often bundled companies that had profits with
poorly managed companies that needed money. As a result, companies
with no apparent synergies were bundled together. In some cases, the
managements of companies that got bundled together did not know
216 Chapter 6
Box 6.3.1
Example of Bundling
Changhong Enterprise in Sichuan province, a television producer who

had little access to large-scale state financing, managed to be successful
in leveraging foreign technology and optimizing human resources within
the enterprise. Further, it developed the market by establishing a com-
prehensive distribution network and a complete after-sales service. In
1998, Changhongs annual turnover of $2 billion was impressive and
supported the localitys tax revenues.
Although an example of successful SOE strategy, Changhong is also
an example of a contemporary whose success brought it responsibilities
as part of a centrally planned economy. Changhong was asked to take
over other less profitableor at times simply unprofitableSOEs.
Even before the listing, Changhong was approached by the regulatory
authorities to assume responsibilities for several SOEs in Nantong and
Changchun. Although there is some vertical integration benefit inherent
in the acquisition, the primary rationale was to balance the books so that
the integrated SOE would appear to be more profitable than it actually
was.
each other until just before going public (Neoh, 2002). An example of
bundling companies is given in box 6.3.1.
The ownership structure of listed companies is distinctively Chinese.
Shares of the listed companies are classified into three categories: state
shares, legal-person shares, and tradable shares.1
State shares are held by central and local governments or by state-
designated institutions (including SOEs). These shares cannot be pub-
licly traded without the explicit approval of the state. While the exact
definition is not clear, the state includes the local financial bureaus,
state asset management companies, or investment companies. Some-
times the parent of the listed company, itself an SOE, can be counted
as state. Usually, the state comprises the controlling shareholders in
publicly traded companies.
Legal-person shares are held by domestic institutions, including indus-
trial enterprises, securities companies, real estate development compa-
nies, foundations, research institutes, and any other economic entities
with legal-person status. A legal person is defined as a nonindivid-
ual legal entity or institution, but in effect they are just a nominal dis-
1. The following discussion of share types draws on Lin (2000).

Governance 217
tinction from state entities. The only distinguishing difference for legal
persons may be the hierarchical differentiation between central and
local governments. Most important, the legal-person shares are not
publicly tradable, and they are subject to the same restrictions as state
shares. Last, the legal-person shares are categorized by their ownership
structure into SOEs, SONPO (State-Owned Non-Profit Organizations),
collective enterprises, private companies, joint-stock companies, and
foreign-funded companies.
Tradable shares are offered toand are freely tradable inthe securi-
ties market. These shares are mainly held by individuals, and they
provide the real liquidity in the securities market (where state shares
represent 37 percent, legal-person shares 28 percent, and tradable
shares 35 percent). The individual shares are also known as A-shares,
held solely by Chinese citizens in domestic currency. There are also B-
shares, which are domestically listed, foreign-held shares available only
to foreigners. While the government tried to maintain a strict partition
between the two markets,2 recent trends suggest that there will be
further integration of the different classes of shares in the Chinese
market.
Chinas Entry into the WTO
While many believed that Chinas entry into the World Trade Organi-
zation (WTO) signified the end of its reform agenda, it has, on the con-
trary, just begun. Laura Cha, vice chairman of the CSRC, comments:
For all levels of the Chinese government, the work has just begun,
and in fact, entry to the WTO has galvanized reform efforts.
Under the current agreement, foreign securities firms can establish
joint ventureswith foreign ownership less than one-thirdto engage
in underwriting A-shares, and in underwriting and trading B- and H-
shares,3 as well as government and corporate debt without a Chinese
intermediary within three years of accession to the WTO. Furthermore,
foreign insurance companies will also be allowed to operate in China,
creating the foundation for institutional investors.
Commercial banking reform will also be accelerated under WTO.
Currently, foreign banks lack the distribution network of domestic
2. This is mostly due to the fear that the state could possibly lose control over foreign
exchange.
3. H-shares are shares of Chinese enterprises that are listed on the Hong Kong Stock
Exchange.
218 Chapter 6
banks, and domestic banks lack sophisticated products and operational

systems. Enabling further domestic and foreign competition, and offer-
ing more products to domestic customers, will pose great opportuni-
ties and threats for the domestic banking industry.
Banking Industry Overview
Because bank loans are still the most dominant source of financing for
domestic companies, the banking industry plays a key role in shaping
economic development in China. With the various deregulations in the
banking industry, more shareholding and private banks have entered
into the picture, offering more products and services. After the found-
ing of the Peoples Republic of China in 1949, three commercial banks
merged into the central bank, which dominated all of Chinas banking
services. Driven by the need to reform the SOEs, the banking sector
started undergoing reforms in 1978. The most important reorganiza-
tions have been to separate policy banks and commercial banks from
the central bank. By 1999, there were four state commercial banks, five
national commercial banks, 12 regional commercial banks, and two
housing savings banks. In addition, there were 274 foreign bank rep-
resentative offices, 163 foreign bank branches, six foreign banks, and
seven joint-venture banks, engaging mainly in trade-related finance
and non-RMB business. Figure 6.3.1 depicts the current players
in Mainland Chinas banking industry and outlines its historical
development.
Inefficiencies in the state-run banking system led to the creation of a
significant nonperforming loan (NPL) problem for the country. The size
of the NPL problem is in the range of half a trillion RMB (US$518
billion), or more than 40 percent of total loans outstandingalmost half
of Chinas GDP. To deal with the NPL problem, China established Asset
Management Companies (AMCs) in an effort to deal with selling assets
of debtor companies, recovering amounts owed, or writing off un-
collectible debts.
Emerging Problems in Developing Mainland Chinas Securities

Market
The development of the securities market in China has not been

smooth. While the establishment and the continual metamorphosis of
the securities market have caused some academics to applaud, we
Governance 219
Peoples Bank of China

(PBOC)
Policy Banks Commercial Banks

1. China Development Bank State-owned
2. Agricultural Development Bank National
3. China Import-Export Bank Regional
City
Foreign Banks
Joint Venture Banks
State-Owned National Banks Regional Banks City Banks Foreign Banks Joint Ventures
1. Industrial and 1. Bank of 1. Guangdong 1. Bank of 1. Intl Bank 1. Xiamen
Commercial Communications Development Shanghai of Ningbo Intl Bank
Bank 2. CITIC Industrial Bank 2. TM Intl Bank 2. Intl Bank of
2. Agricultural Bank 2. ShenZhen 3. Nantong Paris and
Bank of China 3. China Everbright Development Bank Ltd Shanghai
3. Bank of China Bank Bank 4. Xiamen 3. Chinese
4. Construction 4. Hua Xia Bank 3. China Merchant Commercial Mercantile
Bank of China 5. China Minsheng Bank Bank Bank
Bank 4. Fujian 5. Concord Bank 4. Fujian Asia
Development 6. Rabo Bank Bank Ltd
Bank China Ltd 5. Zhenan
5. Yantai House Commercial
Savings Bank Bank
6. Bangbu House 6. China Intl
Savings Bank Capital Corp
7. Qingdao Intl
Bank
Timeline and history of banking reforms:

By 1984: The Agricultural Bank (ABC), the Construction Bank of China (CCB, the Bank
of China (BOC) and the Industrial and Commercial Bank of China (ICBC) were
separated from the central bank. Each bank dominated one sector of the
economy: the peasants, the industrial enterprises, and the trade- or
foreign-investment companies.
1984: As part of Monetary Reform, the four specialized banks (ABC, CCB, BOC and
ICBC) became commercial banks aimed at profit making.
1986: The Bank of Communications was reestablished.
1992: Separation of commercial banking and investment banking.
1994: Three new policy banks were to be established: China Development Bank, Import
and Export Bank of China, and Agricultural Development Bank.
1995: Release of Commercial Bank Law and Central Law Bank. The four state-owned
banks began to function as commercial banks, subject to new rules and
regulations holding them responsible for their profits and losses. The Peoples
Bank of China status as a central bank was also legally confirmed.
Post 1995: Development of share-ownership commercial banks, in which various levels
of government, Chinese institutions, and (in rare cases) individuals, hold shares.
1998: Lending quotas abolished.
1999: State Council approved the establishment of the four bank Asset Management
Companies, which each acquired significant assets from one of the four
state-owned commercial banks (Orient AMC to BOC, Great Wall AMC to ABC,
Huarong AMC to ICBC, and Xinda AMC to CCB).
Figure 6.3.1
Banking structure in China.
220 Chapter 6
believe that the inherent problems that are identified in the securities
market reflect more systemic deficiencies within the Chinese financial
infrastructure. In this section, we will delve into some of the more
pertinent problems that we feel are key to a successful financial market
transition.
Listing Process
As suggested in the previous section, the selection process for listing

companies has historically been highly political. The Chinese stock
market gained a reputation as a place to get free money for enterprises.
The central government gave priorities to certain SOEs, and while
minimum standards provided for the screening process, the actual pro-
cedure of getting listed fell to the level of favoritism, misinformation,
and bribery.
First, the quota system and provincial recommendation format
encouraged bribery on the local government level. The listings were
based on recommendations from the local government, and since local
officials were the gatekeepers to the stock market, they became obvious
targets for corruption. Once the officials were successfully lured into a
deal, the overwhelming incentive was to make the company in
question as attractive as possible. As a result, rampant corruption, false
documentation, and convoluted selection processes led to the overall
disappointing performance of the listed companies.
Second, the state regulated the types of share issues and their liq-
uidity. The state owns nearly two-thirds of the shares issued. These
shares consist of two types, state-owned shares and legal-person
shares. Both are nonliquid and not publicly tradable. As a result, state
ownership significantly reduces the liquidity and financial disciplinary
role of the stock market. Only shares belonging to individual investors
are freely tradable, leaving two-thirds of the equity market illiquid and
not exposed to financial discipline.
Recently, the CSRC initiated significant changes in the listing selec-
tion process. The changes reduced the role which local government
plays, but the effectiveness of the new procedures still remains to be
seen. Box 6.3.2 provides typical examples of corruption in the listing
and investing process.
Governance 221
Box 6.3.2
Examples of Corruption
Listing-Related Corruption
Since a public listing is a limited commodity and the listing itself implied
free money from individual investors, enterprises go through all venues
to try to guarantee their positioning for the next listing. The types of cor-
ruption extend from falsification of company financial information to the
blind support of high government officials on all levelsfrom munici-
palities to city, provincial, and state levels. A typical example of this
nature is the case of Kangsai Group, formerly known as the Huangshi
Garment Factory in Hubei province, where the extent of the bribery
system proved to be staggering.
From 1993 to 1996, prior to the companys listing, Kangsais manage-
ment offered discounted internal shares to more than 100 officials who
were deemed useful during the listing process. The shares were offered
to the officials at RMB1.00 per share, about one-sixth of the pre-listing
value. When the group gained listing rights, the value went as high as
RMB30.00 per share, a comparable return to the Internet start-ups during
1998. Among those who accepted these bribes were the vice minister of
SETC (State Economics and Trade Commission) and the minister of MTI
(Ministry of Textile). These two ministers are instrumental in making the
listing of Kangsai a success, but it is also a sobering demonstration of the
lack of integrity that is exemplary of an incomplete capital market.
Investing-Related Corruption
In 1992, the Shenzhen stock exchange experienced the first public protest
of unequal opportunity given to individual investors. Since the stock
exchange was still a new experiment, investors who were interested in
getting in on the IPO investment had to first acquire an IPO application
form, of which 10% would be awarded the right to subscribe. Following
the announcement of the news, more than one million people waited in
line to get their opportunity. Unfortunately, the distribution of the appli-
cation was over before it hardly began, leaving the investors behind with
the realization that these applications have already been allocated to the
friends and family who got in through the back door.
222 Chapter 6
Limited Role of the Governing BodyChina Securities Regulatory

Commission (CSRC)
In 1997, with the Asian financial crisis as the backdrop, CSRC was
appointed as the sole overseer of the two exchanges in Shanghai and
Shenzhen. This was a drastic departure from previous practices,
because the local and municipal governments were in effect removed
from the decision-making path. Further, with the passage of the Secu-
rities Law, the CSRC seemed to possess the dual power of overseeing
and managing the securities market and of standardizing existing laws
and regulations within a unified legal framework. In terms of the listing
process, the CSRC reformed numerous aspects of the system. For
example, the administrative approval system was revamped to abolish
the right of local government to recommend stock listings. Instead, a
set of listing criteria was set up and a central committee was created to
review and evaluate the legitimacy of the potential listing companies.
As compared to the CSRCs record of rejections under the local rec-
ommendation scheme, the record following the passage of the Securi-
ties Law was much more impressive40 percent of applications have
been rejected. Furthermore, the CSRC is currently promoting the use
of internationally accredited law and accounting firms for the due-
diligence process for potential listing firms. This, coupled with the
demands of the WTO entry, seems to be promising for the establish-
ment of a credible monitoring and enforcement system in the securi-
ties market.
In delivering new regulations, the CSRC has made an effort to
improve compliance by reducing the discretion that companies have in
interpreting laws. Templates have been provided for dealing with
profit warnings, connected party transactions, ownership changes, and
other important events. The Shanghai Stock Exchange now requires
that companies issue warnings by January 30 if their profits will drop
by more than 50 percent from the previous year or if they will report
losses in the year.
According to statistics, the CSRC unveiled 51 laws and regulations
from early 2001, when Laura Cha (the vice chair of the CSRC) first took
office, to the end of the year. So far, the CSRC has established a basic
framework of regulatory rules. During that period of time, more than
80 listed companies and 10 brokerages were publicly criticized, penal-
ized according to administrative rules, and even put under judicial
investigation (Hu et al., 2002). The CSRC has also delisted three com-
Governance 223
panies and revoked the securities licenses of five local accounting firms
that had been involved in the improper preparation of listed-company
financial reports.
However, academics are at times skeptical of the long-term effec-
tiveness of the CSRC. In terms of enforcement, new cases of delisting
and other crackdowns seem to have subsided. While the establishment
of a coherent regulatory framework and the continued disincentiviza-
tion of corruption in the listing process is commendable, the real power
that the CSRC holdsin enforcing the regulations and acting as a
governing body independent of the central governmentis in serious
question.
Independent Directors
Although listed companies do have independent directors, these direc-

tors often do not fully understand their responsibilities. In the United
States and other developed countries, directors are brought in when
they have extensive knowledge of the industry, of financial markets, or
of the legal systemall of which are relevant to the listed company.
These directors are either active advisors or they act as independent
checks and balances for the overall health of the company.
Box 6.3.3
There are strict stipulations internationally on the qualifications of inde-

pendent directors. Some emphasize accounting experience and some
emphasize knowledge in law. But whatever aspect is emphasized, there
is one common point: that is, the independent directors should have a
certain professional background. For example, the U.S. National Associ-
ation of Securities Dealers requires that an independent director should
be able to understand the companys financial statement and the issuer
should make sure that the auditing committee has at least one member
with the professional background of financial accounting, who should
be well versed in corporate accounting and disclosure of financial
information.
(Hu et al., 2002)
Although the recent Enron case proves that even in the United States
directors do not always fulfill their duties, China is still far behind in
the basic understanding of the role that independent directors play.
224 Chapter 6
China is also behind on the manpower required for the future needs of
the listed companies. In August 2001, the CSRC issued detailed guide-
lines regarding independent directors, mandating that companies have
three independent board members by 2003 and including strict board
meeting attendance requirements. A sample of all 314 directors listed
at 204 listed companies showed that nearly half were university acad-
emics (The Chinese Entrepreneurs Magazine; Zhang, 2002b). With 1,000
listed companies, this means there will be a need for at least 3,000 inde-
pendent board members next year. The short supply of qualified direc-
tors will continue to be a challenge for companies needing to meet the
CSRCs requirements.
Liquidity in the Marketplace
The tradability of stocks is one of the frequently discussed areas of the

Chinese securities market. As mentioned in the previous section, trad-
able shares only account for about one-third of all shares, and the
inferred liquidity of the Chinese capital market is only about 40 percent
of the total market capitalization. Although the turnover ratio is 550
percent for tradable shares (Neoh, 2002), the highly volatile market
suggests that the high turnover ratio is a product of the speculative
nature of the market, rather than of a well-developed liquid market.
Moreover, because of the lack of depth in the market, the stock market
is also prone to manipulations.
Sophistication of Investors
Chinese investors are for the most part unsophisticated. They operate
on a hearsay basis and are usually in the market for short-term
gains. In China, large-cap stocks account for a very small fraction of
total market turnover (Neoh, 2002). In more developed and less
speculative markets, large-cap stocks usually account for a larger
percentage of turnover, and investors maintain a longer investment
horizon.
Retail Investors
Retail investors, individually, have no means or intention to exercise

any influence over the companies in which they hold shares (Zhang,
2002b). Historically, having strong returns in the market makes people
Governance 225
Table 6.3.1
Successfully removing the ST stigma and staying listed
Code Original name New name How they succeeded
0004.SZ ST Shenzhen Anda Beida High-tech Debt restructuring,

selling assets
0038.SZ ST Shenzhen Dalong Shenzen Dalong As above
0502.SZ ST Qiong Energy Qiong Energy As above
0550.SZ ST Jiangling Jianling Motors As above
0555.SZ ST Qian Kaidi Taiguang Telecom As above
600137.SS ST Packaging Chang River Packaging As above
600696.SS ST Haoshen Fujian Haoshen As above
Source: UBS Warburg, China Securities News
less interested in fundamentals and governance than in speculative

stock returns. This is not surprising, since many of the investors that
have the time to gamble in the stock market are retirees.
Another example of investors lack of concern for company funda-
mentals and corporate governance is the case of ST-labeled companies.
When listed companies have accounting losses for three years in a row,
exchange regulations require ST to be placed in front of the company
name. Zhang (2002b) points out that retail investors flock to ST shares
despite their poor financial results, because investors know that a form
of bailout will be in the works. Parent companies have been skilled at
creating success stories through financial engineering and restructur-
ing to prevent further losses. Of the seven examples listed in table 6.3.1,
all were renamed and reengineered through debt restructuring and
selling assets. The mechanism Zhang cites is that parent companies and
local governments will buy assets at artificially high prices to generate
profits for the listed companies.
Institutional Investors
Data compiled at the end of 2000 show that the capitalization of the
U.S. stock market stood at U.S.$17.2 trillion, of which individual
investors accounted for $6.6 trillion, or 38 percent, and institutional
investors $10.6 trillion, or 62 percent. Clearly, institutional investors
(including mutual funds, pension funds, and insurance companies)
dominate the U.S. stock market and are critical for a well-functioning
market. But things are different in China.
226 Chapter 6
By the end of 2001, proprietary trading and investment in the funds

by securities companies accounted for less than 10 percent of the cap-
italization of the negotiable shares in Chinas stock market, indicating
that institutional investors are still a weak group in China.
The presence of institutional investors has a stabilizing effect on
the securities market because institutional investors make long-term
investments in specific stocks, with less portfolio turnover. Moreover,
institutional investors with a large stake in a particular company could
exercise powerful influence over corporate governance in those com-
panies. Although there is evidence that institutional investors in emerg-
ing markets tend to adopt a shorter-term investment perspective,4 a
stronger presence of institutional investors will benefit the Chinese
securities market (Zhang, 2002b).
Raising Capital OverseasThe Hong Kong Securities Market
Beyond the mainland domestic market, Chinese enterprises can raise

capital through the Hong Kong securities market. As of May 2001,
among the 55 mainland enterprises that had sought overseas listings,
54 of them listed in Hong Kong, raising an accumulated capital of
HK$124 billion (US$16 billion).5 Kwong Ki-Chi, chief executive of Hong
Kong Exchange and Clearing Limited, has stated that with Chinas
entry into the World Trade Organization, many mainland enterprises
will need to raise funds to strengthen themselves in preparation for
competition with foreign firms, thus increasing the demand for
mainland companies to raise funds in the SAR (Hong Kong) market.
With a very active market and the strong presence of institutional
investors, the Hong Kong securities market provides an attractive
avenue for Chinese companies to raise capital beyond the domestic
market.6 However, listing in Hong Kong is subject to strict listing and
4. According to a report produced by Credit Lyonnais, the average length of time money
is invested by international players like Merrill Lynch and Smith Barney in emerging
markets is only one-sixteenth of the time spent investing in developed markets.
5. Tdcstrade.com, Hong Kong Trade and Development Council, 2001.
6. Hong Kong was most active in Asia in 2000 and fourth most active in the world in
terms of new capital raised. A recent Stock Exchange survey indicated that trading by
overseas investors, mostly institutions from the U.S and the U.K, accounted for about
one-third of the total turnover in 1999. Moreover, the implementation of the Mandatory
Provident Fund (MPF) scheme in December 2000 also provides the Hong Kong securi-
ties market with a large-scale domestic institutional investor. It is estimated that the MPF
scheme will inject an extra HK$3040 billion a year of retirement funds for the next 30
to 40 years until the system matures.
Governance 227
disclosure rules, and only a handful of Chinese companies could real-

istically list on the Hong Kong Stock Exchange (HKSE). The recent
failure of the Bank of Chinas attempt to list its Hong Kong branch on
the Hong Kong and New York Stock Exchanges is a case in point.
Nonetheless, the hope of gaining access to international capital and
deeper pockets could accelerate the current reform efforts.
Will Shanghai Take Over Hong Kong as Chinas Financial Center?
With China rapidly developing its securities market and tightening its
regulations, many people feel that it is inevitable that the domestic
marketespecially Shanghai, with its close proximity to Beijingwill
one day take over Hong Kong as Chinas premier financial market.
According to a recent (2002) report in the Economist, if Shanghai con-
tinues to grow at the rate of the past decade, its GDP will match Hong
Kongs in 15 years. In addition, Shanghai enjoys a range of advan-
tages over Hong Kong, including close political ties to Beijing, access
to relatively cheap and well-educated mainland labor, and substantial
government spending on infrastructure. However, as the article also
points out, Shanghais close ties to Beijing are also its main dis-
advantage. Entangled with mainland Chinas murky political system,
Shanghais property market and financial system are ill-regulated and
chaotic, and its legal system is arbitrary. Shanghais skyline might
rival that of any financial center in the world. But to become an inter-
national financial center, China has to build confidence and credibility,
not more skyscrapers.
Box 6.3.4
HKSE chief executive Kwong Ki-chi said he was not unduly concerned
by the possibility of mainland companies listing on the domestic markets
in Shanghai or Shenzhen instead of Hong Kong: For the companies
which want to raise funds in Hong Kong dollars or for those which want
to have a wider access to international investors, Hong Kong will be their
first choice, he said.
(Lowtax.net 2002)
228 Chapter 6
The Issues to Watch
Chinas ability to overcome its legacy of listed companies (companies

brought to market through a political process) will be critical to the
proper development of its markets. The CSRC will continue to play a
pivotal role in developing market mechanisms, and its power will be
sufficiently tested by all those affected. Without strong demand for
liquidity and stability, efforts to reform securities markets will have
little support. And finally, should Chinas market developments stall
further, the best domestic companies will have alternative sources of
financing.
SOE Listing and State Share Sales
Reforming Chinas state-owned enterprise (SOE) sector is at the core

of Chinas economic reform. Since the reform started in the late 1970s,
significant progress has been made in such areas as accounting stan-
dards, reporting, and reorganizations. Indeed, the need to reform the
SOEs has been the most important driver of reform in the financial
market. After twenty years, it is recognized that SOE reform has fallen
short of the standards set by efficiently operating businesses in devel-
oped economies. The core of the problem lies in the difficult tasks of
reforming the SOE ownership structure and improving corporate gov-
ernance. In this section, we focus on the corporatization of SOEs and
their subsequent listingtwo major steps in ownership reform. Figure
6.3.2 illustrates the relationship between corporatization, listing, and
privatization of SOEs.
Corporatization of SOEs to Clarify Property Rights and Improve

Performance
Corporatization (gongsihua) of SOEs started in 1992 as a way of clari-

fying property rights of SOEs and improving their performance. After
serious attempts to improve SOE performance through increased
autonomy failed, it was recognized that the crux of poor SOE perfor-
mance was the ambiguity of property rights inherent in state owner-
ship. Ownership by the whole people is almost equivalent to free
goods, since nobody owns it (Nakagane, 2000). The corporatization
program sought to solve the problem by converting SOEs into Western-
style corporate entities with more clearly defined ownership structures,
Governance 229
Full state ownership and control

State-Owned Centrally-planned production quotas
Politically-appointed management
Soft budget constraints
Limited liability, defined legal structure

Corporatization Multiple shareholding; majority control by the state
Separation of management from politics (in theory)
Independent financing opportunities
Public shareholders, state can retain majority

Listing Disclosure requirements
Public financing
Additional management incentives (stock options)
Board of directors (with independent directors)
Majority control of shares in

Privatization
private hands
Figure 6.3.2
Corporatization and privatization in China.
such as joint stock companies (JSCs) and limited liability companies

(LLCs).
There were political as well as economic considerations behind the
corporatization program. Politically, corporatization was a way to
reduce state intervention and improve corporate governance of SOEs
without full privatization. By reallocating formal control rights from a
single controlling entity to a small number of state institutions
and SOEs, the state hoped the resulting multiplicity of shareholding
would sever the link between an SOE and its controlling authority.
The company would be subject to the checks and balances of a
small number of owners. Thus, it would, we hope, become immune
to excessive political interventions and only operate on economic
objectives.
Economically, corporatization was to increase SOEs access to funds
beyond traditional bank loans and state subsidies, such as the vast
amount of household savings. It was also to separate state ownership
from the management of SOEs, and to hold company directors respon-
sible for the assets of the company and prevent further asset theft.
230 Chapter 6
Listing of SOEs to Mitigate the Agency Problem and Increase

Transparency
Concurrently with the corporatization process, SOEs were given

increased autonomy in management and operations. Corporatization
separated the management of SOEs (agent) from its ultimate control
(principal), creating an agency problem. In this context, increasing
management autonomy without aligning incentives exacerbated the
agency problem. Company management often acted in its own inter-
ests, stripping off company assets for personal gains. As a result, cor-
porate performance further deteriorated, necessitating other remedies.
This motivated the listing of SOEs on domestic stock exchanges, with
sale of shares to private investors. It was hoped that the increased
transparency and incorporation of private ownership interests through
listing would provide the checks and balances on management to
improve performance.
The questions we want to address here are: Does listing of SOEs
really improve corporate governance? Is initial public offering of SOEs
sufficient, or should the state significantly dilute its ownership in
SOEs to improve corporate governance? Finally, does better financial
performance follow from listing?
In principle, the listing of SOEs should ultimately create better
management incentives with more objective performance feedback
structures in the form of stock performance. Introducing apolitical
shareholders with board representation that seeks to maximize firm
values should improve monitoring and should mitigate informational
asymmetries. It also imposes a more standardized set of disclosures
that increase transparency. Furthermore, raising equity capital helps
reduce debt loads and frees resources for investment. Finally, empow-
ering employees through ownership also helps align interests with
management and shareholders.
In practice, the story is a mixed one. As noted earlier, corporatiza-
tion was a way of avoiding full privatization. With listing, an attempt
is made to provide independence and structure to the corporatized
SOE, but ultimate control (through ownership) is not fully transferred
from the state. Only a small share of the equity in an SOE is listed in
an IPO and sold to private investors. In fact, the state retains two-thirds
ownership (through state and legal-person shares) in most listed com-
panies, ensuring no substantive change in the nature of ownership and
control by the state. The presence of outside shareholders and addi-
Governance 231
tional public disclosure requirements due to listing do, however, ensure

more transparency and arguably better governance.
Nevertheless, it is important to note that transparency is only as good
as the credibility of management, board members, and auditors.
Investors will have a hard time acting on information just because it is
disclosedit has to be believable and predictable. Furthermore, liq-
uidity and efficient markets are critical for such disclosure to have any
value. Chinas market has not developed sufficientlyand regulatory
compliance is not complete enoughto provide a clear link between
performance, stock prices, and oversight of listed companies.
Effects of ListingDiscouraging Empirical Evidence
Empirical evidence on the effects of listing SOEs is discouraging. Wang,

Xu, and Zhu have performed a compelling statistical analysis of listed
SOEs from 1990 to 2000 (Wang, Xu, and Zhu, 2001). They found that
the financial performance of SOEs deteriorated after listing. Measured
in terms of return on sales and return on assets, post-IPO performance
of listed SOEs trends worse than results in the periods leading up
to IPO. Table 6.3.2 shows the average return on assets (ROA) drops
steadily, from 19.6 percent in the year immediately prior to IPO to 2.7
percent in the sixth year after IPO. The average return on sales (ROS)
also decreases, from 16.6 percent one year before listing to 0.2 percent
in the sixth year after listing. In addition, capital expenditures as a
percent of total assets declined rapidly after listing. However, Wang et
al. did find that performance is positively correlated with a more bal-
anced ownership structure among top shareholders, suggesting that
less concentration of power in a single shareholders hands leads to
better performance. In the sample studied, all the firms were listed
under the quota system that has since been phased out.
Table 6.3.2
Selected mean performance statistics of listed SOEs
Year 0
Year -1 (IPO) Year 1 Year 2 Year 6
ROA 19.6% 15.4% 9.7% 7.4% 2.7%

ROS 16.6 16.2 13.7 7.8 0.2
Capex/Assets 74.3 57.7 43.1 28.2 3.8
Annual sales growth 28.7 47.8 22.2 10.5 16.5
Source: Wang, Xu, and Zhu (2001), World Bank

232 Chapter 6
Zhang also notes that post-IPO performance of many firms is dis-

turbing. Of the 90 companies that went public in 1999, only 25 met
forecasts disclosed in their prospectuses. Of the 25 that met forecasts,
11 did it through financial engineering (asset sales and restructuring).
The most egregious examples include Changjiu missing its forecast by
75 percent, Hualin Tyre being 66 percent short, and China Agricultural
Resources issuing profit warnings within six months of its IPO (Zhang,
2002b).
Wang et al. present traditional explanations of this evidence that
center on window dressing or inflating pre-IPO performance to
ensure successful IPOs. In addition, they argue that lack of ownership
by management and dispersion of shareholders do not create the
necessary incentives for performance (Wang, Xu and Zhu, 2001).
Zhang suggests additional sources for poor performance stemming
from a lack of corporate governance. These problems are in the area of
connected-party transactions and loans from listed companies to their
state-owned parents. The relationships between listed subsidiaries and
parent companies are fraught with governance problems and pose a
major hurdle to better performance. Zhang cites the case of Luoyang
Chundu going bankrupt because its parent owed it RMB330 million
since Luoyang Chundus IPO in 1998, which was 80 percent of its IPO
proceeds (China Securities News; Zhang, 2002b).
The CSRC issued a set of guidelines in June 2000 called Announce-
ments Regarding Listed Companies Loan Guarantees for Others,
which prohibits related-party loans and loan guarantees. Yet a year
later, New Fortune reported 159 new loans disclosed in 2001, which
amounted to RMB 23.1 billion. (See table 6.3.3).
Even when loans do get repaid, a study from Southwest Securities
shows that more than three-fourths of parent debts are settled in-kind,
with the equipment and property given being of subjective value. Only
17 percent of the debts in this study were settled with cash (Zhang,
2002b).
In addition, ongoing transactions between parents and listed SOEs
are a significant problem. New Fortune reported in December 2000 that
93.2 percent of A-Share companies have disclosed ongoing significant
connected-party transactions with their parents (Zhang, 2002b).
Owing to these relationships and corporate structures, Zhang argues
that many listed companies could never become fully independent of
their parents. He cites examples of Kelon, which went public without
any of the three brands of their refrigerators and air-conditioners. The
Governance 233
Table 6.3.3
Examples of Chinese companies making guarantees
Guaranteed
Company amount (Rmb m) Guaranteed amounts/Equity
Founder Technology (600601.SS) 465 82%

Lujiazhui (600663.SS) 1,962 46%
Xinye Property (600603.SS) 878 231%
China High Tech (600730.SS) 494 150%
China West Medicine (600842.SS) 593 270%
China Kejian (0035.SZ) 820 also received counter
guarantees
China Tech Venture (0058.SS) 415 249%
Shanghai Ninth Department Store 567 84%
Hero Corp (600844.SS) 472 82%
Shenzen Petrochem (0013.SZ) 1,673 307%
Tongji Tech (600846.SS) 2,240 67%
Source: New Fortune, December 2001, UBS Warburg
brands, Kelon, Rongsheng, and Huabao, are controlled by the unlisted

parent. In the case of Yanzhou Coal, the mines went public without
railway links to the public railway system.
Why Listing Did Not Significantly Improve Corporate Governance
While the Wang data set is robust given the firms that have listed to
date, it is not necessarily a good representation of the average SOE that
will be listed in the future. Historically, the Chinese quota system for
determining listed SOEs was politically driven and administered geo-
graphically. First, the quota system for listing SOEs did not prevent
poorly performing SOEs from being listed. Indeed, local governments
often bundled poorly performing SOEs with better-performing SOEs
before taking them to the market in the practice of packaging dis-
cussed earlier.
Second, abuse of listed firms is probably commonplace. If each
province only receives one opportunity to access the public markets
through a listed firm, the umbrella of political influence becomes even
more imposing. Use of funds is not going toward productive invest-
ments in the listed firm but instead serves as payback to the commu-
nity. Contrary to the goals of improving independence and corporate
governance, listed SOEs that come through a political quota system can
234 Chapter 6
be strapped with obligations to the community, actually becoming less

independent and less financially viable.
At a more fundamental level, SOE listing did not significantly
improve corporate governance because the state did notand still
does notwant to give up its control of SOEs and embrace full pri-
vatization. As discussed earlier, the state merely views listing as a
pragmatic way for cash-strapped SOEs to raise funds without full
privatization. As long as the state maintains substantial ownership
interest in SOEs, it will keep bailing these firms out of financial crises
one way or the other (soft budget constraint la Kornai). As a result,
the disciplinary role of the financial market will be severely under-
mined, and SOEs will not really be penalized for poor corporate
governance.
Finally, in a thin capital market with few investment opportunities,
vast amounts of household savings seeking investment opportunities
madeand still makeit easy for any listed firm to raise equity even
without sound corporate governance (Lin, 2000).
Looking ahead, more opportunities to raise the quality of listed firms
will be available as the marketnot politiciansdetermines which
firms most deserve to be listed. In addition, the CSRC has implemented
an innovative way to improve quality by putting more screening
responsibility on investment banks through its own form of quotas. In
our interviews, we learned that each investment bank is only permit-
ted to have five filings under review by the CSRC at any given time.
This provides a strong incentive that only the best companies, with the
best chance of clearing approvals, will be submitted after more exten-
sive due diligence.
The CSRC has cracked down on poor performers and has been trying
to remove the implicit government guarantee of solvency through
delisting. Laura Cha says a primary intent of this crackdown is aimed
at reforming packaged companies. The first purpose is to avoid pack-
aging-oriented reorganization. Pocketing money through reorganiza-
tion is intolerable, and we will watch more closely the reorganization
of listed companies. Second, if over 70 percent of the reorganized
company is new business, it should be regarded as a new company that
will go through procedures as a newly listed company and receive the
examination of the Public Offering and Listing Review Committee
under the CSRC. Only when it lives up to the conditions of a listed
company can it continue to maintain the status of a listed company
after the reorganization (Hu et al., 2002).
Governance 235
Wangs empirical evidence should serve as a wake-up call for

investors and listing SOEs, but it is not an outright indictment against
listing SOEs as a means to improve corporate governance. Studies of
privatization in other emerging markets generally agree about the
productivity and performance benefits of reduced state ownership.
Additional studies of listing and corporatization as a step toward
privatization in other former socialist economies may provide further
support for a more optimistic view.
Next Step after Listing: Dilution of State Ownership
In addition to reducing state ownership of SOEs, listing of SOEs is also

a way of monetizing firm values to support pension and social safety-
net obligations. However, initial equity offerings only amount to a
small fraction of state ownership, and the state continues to control
most listed SOEs. The next big challenge is how to sell additional shares
and dilute the state to a minority shareholder to improve governance.
The value of private ownership and independence of former SOEs is
well documented in separate privatization studies by Megginson,
Frydman, and Pohl (Nakagane, 2000). However, the mechanism in
China is different from other successful privatization efforts.
In 1997, in President Jiang Zemings speech at the National Peoples
Congress, he announced a policy called releasing the small and
retaining the large enterprises (zhuada fangxiao). This marked the start
of a process of significantly diluting state ownership in small- and
medium-sized SOEs, especially through listing. As a matter of policy,
the state will continue to retain controlling ownership of the very large
SOEs out of strategic considerations, even if these companies are taken
public.
According to Elaine Wu, an analyst with China Southern Securities,
the state-share sell-down is the most sensitive topic in the markets.
Whenever there is some news on it, investors immediately become
nervous and sell stocks (China Online, 2002).
The key conflict in state-share sales is between market prices for
existing minority shareholders and for the beneficiaries of stock sales,
namely social security funds. Without sufficient liquidity in the market,
or investor appetite for the quantity of shares available for sale, stock
prices would collapse with state shares flooding the market. Clear
market reaction has been seen on this issue. In June of 2001, the
announcement by the CSRC that the state would sell shares equal to
236 Chapter 6
10 percent of public offerings was met with a 30 percent decline in the

Shanghai index, which lost RMB600 billion (US$72.5 billion) in value
over four months. The state social security fund was an investor in
Sinopec and lost RMB160 million (US$19.3 million) in value over
the same period. In early 2002, when confirmed rumors emerged that
the CSRC would shelve any plans for the sale of shares, the market
responded with a 10 percent rise.
As discussed in the previous section, China needs greater stability
among its investors to absorb the quantity of shares that need to be
sold by the state. With a market presently made up of many gambling
retirees, it is not surprising that the market reacted so strongly to the
issue of state share sales. Obviously, lack of liquidity and the specula-
tive nature of Chinas market are other important issues at work, but
the sale of state shares is an extremely sensitive topic.
There is also a lack of coordination among interested government
parties on whether and how to continue to sell state shares. After
halting the June 2001 plan in October, Zhu Ronji was already
urging the CSRC to develop new measures to continue state share
sales by December. At a conference in Beijing, Zhu said that China
would not discontinue the sell-off of state shares because it is needed
as a source of cash for the social-security fund (China Online,
2001).
It seems that everyone involved in the market has an opinion about
how state shares should be sold off. In 2001, the CSRC solicited opin-
ions on its website and received 4,137 suggestions (Hu et al., 2002).
Recent comments from the CSRC on the subject outlined the CSRCs
commitment to the following principles: state-share sales should create
a favorable situation for all parties involved; they should be conducive
to the long-term development and stability of the stock markets; they
should realize full tradability of the stocks of newly listed companies;
and the interests of all parties should be protected and investors losses
should be reasonably measured and compensated (China Online,
2002).
It is clear that any solution will take a modest approach, and most
agree that the timeframe for execution will span one to three years.
Some alternatives being considered include allowing investors to bid
for state shares through open, competitive tenders, beginning with
SOEs that were listed earliest. Compensating investors for losses
caused by the flood of shares on the market might include the issuance
of bonus shares or stock options. Lockup periods to prevent flipping
Governance 237
were also suggested, as was the ability for companies to buy back their
shares if their stock prices become too low (China Online, 2002).
In agreement with statements from Zhu Ronji, Anthony Neoh7 thinks
the central governments primary motivation for selling state shares is
to raise cash to fund social obligations and government budgets. In that
case, creating confidence and stability in the stock market is a driving
force in the decision of exactly how to dispose of state shares and dilute
ownership in SOEs. Failed experiments began in 1999, with the attempt
to sell a portion of state-owned shares in 10 firms of various sizes and
industries. The original plan was complicated and tentative, providing
an unclear timeline and unclear quantities and trading restrictions for
institutional investors.8
Neoh believes that a proposal to create a closed-end mutual fund of
state shares in SOEs will deliver a number of benefits for investors and
for the state. Creating a diversified index allows the state to monetize
a large amount of shares in a wide variety of firms. Investors have the
opportunity to limit their risk by investing in the broader market
instead of investing in individual firms.
Other proposals include allocating shares directly to the social secu-
rity fund, which then has the ability to sell shares as cash is needed
to fund obligations. Chen Zhiwu, professor of finance at the Yale
University School of Management, proposed this solution (China
Online, 2001).
The Most Viable Proposals for State-Share Sales
The problem of selling state shares cannot be considered without con-

sidering the missing link: sufficient demand. Institutional investors,
especially those with foreign money or western investment philoso-
phies, are key to generating a stable market environment for state
shares. Assuming this issue will be solved through the WTO and
7. Anthony Neoh is former Chairman of Hong Kongs Securities and Futures

Commission, and special advisor to the CSRC.
8. The firms slated for share sales were Tangshan Jidong Cement Co., Ltd., the Yunnan
Huayi Investment Co., Ltd., the Guizhou Tyre Co., Ltd., the Chongqing Taiji Industrial
Co., Ltd., the China Jialing Industrial Co., Ltd., Huitian Heating, Fulong Heating, Tianjin
Port, Chengdu Peoples Department Store, and Shanghai Lijiazui. Some of the terms were
reported to be: existing shareholders were given first priority, institutional investors
would be barred from trading over two years, and pricing of shares was to be between
net asset value and 10 times earnings (China Online, 1999).
238 Chapter 6
continued regulatory reforms, two of the proposals mentioned above

seem to balance the needs of the state and the needs of investors.
First, the index fund plan sounds very credible and has the added
benefit of offering a viable investment vehicle for institutional investors
with low entry costs. It is not clear that this proposal will go far to
improve governance, however. The problem of small shareholders
having little influence and representation with management would
persist in a closed-end fund arrangement. Significant shareholders in
the fund may not be very significant holders at the enterprise level and
thus have little power over management. The other question is about
the long-term fate of the fund and the individual SOE shares. How long
will shares be locked up in the fund, and will the fund eventually be
dissolved with distributions to shareholders? Finally, will the closed-
end fund be the best way to maximize value for state shareholders if
net asset values of the fund are based on illiquid share prices of SOEs
traded outside the fund?
Second, distribution of shares to social security funds is also a
promising approach. After SOE shares are monetized, the funds should
be permitted to reinvest in the broader market. The benefit is that cash
reserved for long-term obligations can be plowed back into high-
quality corporate bonds and certain equities to provide a significant
institutional presence in the market. Implementation will be key with
this proposal. If one or several funds are established and are given flex-
ibility about when to sell shares, the approach may be no better than
the CSRCs initial attempts at state-share sales.
Implementation Limits: Connection to Bank Reform
The institutional support structure required for strong governance and

independence of SOEs cannot be ignored. Strong, independent institu-
tions support the development of market mechanisms, and they impact
managers ability to finance and run a publicly listed SOE. If financial
institutions continue to be controlled by the state, the layer of political
influence is not far removed from a listed SOE. Foreign sources of
financing without political baggage are only available to a small
number of high-profile SOEs. Weiying Zhang recommends that both
financial and nonfinancial state enterprises be privatized concurrently
(Nakagane, 2000).
Since the equity market is so interconnected with the overall capital
market, this discussion of SOE listing would not be complete without
Governance 239
addressing reform in the debt and banking sectors. As competition for

capital increases with SOE listings, so should competition increase in
banking. The capital markets should serve as a source of oversight and
incentives for SOEs to operate more competitively. In the next section,
we will address banking reform and its connection to corporate
governance.
Banking Reform and Corporate Governance
Much of the reform in the banking industry in China since 1978 has
been driven by the need to recapitalize the SOEs. Past lending prac-
tices that were entirely based on political considerations, coupled with
poor performance of the SOEs, have left Chinese banks with a large
amount of bad loans. Against the backdrop of Chinas entry into the
WTO and further penetration of the foreign banks, the state-owned
banks and private banks are all struggling for independence and
profitability.
In recent years, China has seen some dramatic growth in the real
sector, and private enterprises contributed 30 percent of total GDP in
1999. However, only 1 percent of private enterprises financing comes
from bank lending and only 1 percent of listed companies on Shanghai
and Shenzhen exchanges are private enterprises (Langlois, 2001).
Furthermore, given the disciplinary effect of banks profitability and
good corporate governance in the companies to which they lend, the
banks should be a contributor to Chinas economic growth and not
become an impediment to the growth.
It is therefore important to look at both drivers of the banking indus-
try going forward: the legacy problems of the nonperforming loans
(NPLs) and the future reforms of banking. Two key questions are:
1. How successfully will the Chinese banks deal with NPLs? NPLs
have been the result of poor corporate governance both in the SOE
debtors and within the banks themselves. The following discussion
analyzes the recent efforts by the government to reduce NPLs.
2. How fast can the Chinese government further deregulate the
banking industry? It is clear that further reform measures will be
needed to ensure: a) healthy development of the private banking
sector; b) true competition among the big four state-owned com-
mercial banks and c) efficient allocation of capital in the economy. (See
box 6.3.5.)
240 Chapter 6
Box 6.3.5
Significant regulatory reform steps taken to reduce NPLs include:

Abolition of the mandatory loan quota system. (As a result, state banks
could lend according to commercial considerations.)

Reclassifying bank loans into five categories in line with international
practice (pass, special mention, substandard, doubtful and loss) in late

1998 to improve loan quality
Establishment of four asset management companies (AMCs) in early
1999 to absorb the four state commercial banks NPLs with AMC bonds
swapped at full value
Disclosing loan-defaulting companies in the interbank computer
network and banning new lending to them

Setting up a national credit bureau for banks reference when ex-
tending loans. By FY99, the database already covered over 1 million

borrowers in 301 cities
How Successful Will the Efforts to Reduce NPLs Be?
Since 1995, many of the banking reform measures have focused on

solving the NPL issue. Several steps that have been taken are described
in the sidebar above. However, at the end of 2000, even after transfer-
ring RMB 1.3 trillion of NPLs, the remaining NPLs still remained at 29
percent of total loans.9 By any international standard, all of the Big Four
banks are bankrupt. (See table 6.3.4.) Some have argued that as bad as
the NPLs are, they are not an issue as long as the growth of new NPLs
is curbed and the economy can slowly absorb the existing portfolio of
bad loans. Others have argued that if the reforms are not successful,
nonperforming loans will continue to grow and, ultimately, be the
downfall of the Chinese economy.
Corporate governance is at the heart of solving the NPL issue. The
four asset management companies (AMCs) set up to help reduce the
NPLs will likely not solve the problem, because the corporate gover-
nance of the AMCs is not properly structured. The AMCs are in fact set
up as another type of state-owned enterprise under the regulatory
oversight of the Peoples Bank of China with input from the Ministry
of Finance. Currently, their major activity is debt-equity swaps (i.e.,
AMCs acquire NPLs from the banks and then convert those assets at
9. RMB1.3 trillion of loans were transferred from the banks balance sheet to the Asset
Management Companies (UBS Warburg, 2001).
Governance 241
Table 6.3.4
Estimated size of NPLs, 2000
Outstanding
NPLs
transfer to Remaining NPLs as
RMB (billions) loans AMS NPLs % of total
Industrial and Commercial Bank $2,414 $410 $796 42.7%

of China
Agricultural Bank of China 1,484 346 490 45.7%
Bank of China 1,378 296 394 41.2%
China Construction Bank 1,386 280 394 40.4%
Total $6,662 $1,332 $2,074 45.5%
Source: UBS Warburg estimates

Note: For ICBC, ABC, and CCB, remaining NPLs assumed to be 33% of outstanding
loans in 2000
par into direct equity holdings in the defaulting borrower, namely large
SOEs). However, the SOEs chosen for this swap are selected by the
State Economic and Trade Commission (SETC) and not the AMCs
themselves. The AMCs also have no power to change the management
of the banks or to perform any kind of restructuring of the banks. They
also do not take any control of the board. Without power as share-
holders and without political independence, the hope for successful
loan recovery lies in the specific methods AMCs will apply. However,
evidence shows that after the debt-equity conversion of the assets are
transferred to AMCs, the governance structure of the banks remains
unchanged, and thus the physical restructuring of the enterprises
remains unchanged. After almost two years in operation, AMCs had
only disposed RMB $90 billion in assets (7 percent of total transferred
assets), and the recovery rates for the disposed portion did not even
exceed 10 percent.
On the other hand, according to UBS Warburg, the growth of new
NPLs in the last two years appears to be very low. The banks said that
new NPLs should be below 5 percent of total loans, or even as low as
13 percent. According to the report, the improvement is mainly due
to tightened credit risk control procedures. For example, the Bank of
China has established credit evaluation committees within the bank to
approve individual credit applications. If the banks can continue to
slow the growth of new bad loans, then the existing NPL problem can
be isolated and slowly absorbed by the banks. UBS Warburg suggested
242 Chapter 6
that for the past two years, however, the new low NPL figure is mainly
due to more personal-mortgage lending and long-term infrastructure
projects lending. According to Chinas accounting standard, these loans
will not be considered nonperforming until maturity. Many experts
also suspect that there is still a lot of policy lending masked by the com-
mercial banks, which understates the ratio of NPLs to total loans.
Because relationship-based lending continues to dominate, and com-
mercial banks are taking on infrastructure lending, the NPL issue is not
likely to be relieved soon. Therefore, it still remains to be seen whether
the banks have really become more efficient at capital lending. (See box
6.3.6.)
Box 6.3.6
Chinas big four banks need at least 10 years to deal with their problem
loans and the cost of the necessary write-offs could equal US$518
billion, according to S&P. Consequently, they are unlikely to meet the
target set by the central bankto cut their nonperforming loans to 15%
of total loans within 5 years, said S&P director of financial services Terry
Chan at a press briefing in Hong Kong on May 9, 2002. S&Ps assessment
of Chinas banks comes a day after economists at the Asian Development
Banks annual meeting in Shanghai called for urgent action on the bad
loans problem.
Chinese central banker Dai Xianglong said that the NPLs of the Big
Four could stand at 30 percent of their total loans, revising earlier, lower
estimates. But S&P said on May 9, 2002, that the real figure is likely to
be even higher.
The write-offs required are almost half of Chinas estimated gross
domestic product of RMB1.1 trillion last year, or US$518 billion, said S&P.
The rate of NPL reduction desired by the authorities will almost cer-
tainly need some form of government intervention, possibly through
injections of fresh capital and through further transfers of NPLs to asset
management companies owned by the Ministry of Finance, S&P said.
Fresh equity could also take the form of a public listing of the banks,
and S&P says it is more likely that the Big Four will tap the domestic
market. Thirty percent NPLs is too high a risk for the appetites of inter-
national investors. Technically, these banks are insolvent, said Mr. Chan.
The banks will have to balance the write-offs and provisioning against
scaring potential investors off, so the rate of write-offs will be slow, said
Mr. Chan. But he said that compared with Japan, China has bitten the
bullet and is taking steps to reform the banking sector. They need to do
more, but at least they have acknowledged they have a problem.
The Business Times, May 10, 2002
Governance 243
Continued corporate governance reform is also the key to curbing

future NPLs because it will directly influence banks risk management,
asset allocation (loan portfolios), and strategy. Since 1998, most of the
banks are holding branch managers responsible for poor performance
and rising bad debts.
While government control gives rise to corporate governance prob-
lems across all corporations, it tends to be worse for banks. Banks are
particularly opaque, and it is very difficult for outsiders to monitor and
evaluate bank managers (Caprio and Levine, 2002). The tacit protec-
tion by the government further exacerbates the agency problem at the
banks. Under the current Chinese banking system, in which the banks
are still not allowed to compete effectively because the interest rates
are not liberalized, the monopolistic nature further contributes to the
opaqueness of the banks.
What is good corporate governance of the banks? Minsheng Bank
has been publicized as a prime example of good corporate governance
in China. Corporate governance, according to the OECD notion, is a
set of relationships between the management and the board of direc-
tors, shareholders, and other interested parties. Separation of the
functions with clearly defined accountability, responsibilities, and
checks-and-balances among them is usually considered good corporate
governance. Specifically for a bank, however, corporate governance
will directly influence the banks risk management, asset allocation
(loan portfolios), and strategy.
Without the history of poor lending practices and unburdened by as
many NPLs, the shareholding banks and the private banks are much
more nimble and have been leaders in corporate governance. At the
October 2001 Asia Pacific Summit held in Vancouver, Mr. Liu Ming
Kang, chairman and president of Bank of China, specifically pointed to
the following five aspects of corporate governance:
Formulating development strategy
Improving the decision-making process and internal control
Adopting prudent accounting norms and increasing transparency
Establishing a rigorous responsibility and accountability system
Strengthening human resources management and building a dis-
tinctive corporate culture
For example, at the Bank of China, Liu has set up checks and balances
so that no official, himself included, can make policy loans. Due
244 Chapter 6
diligence and risk management committees in the head office and

branches now assess all loans. Liu has no seat on those committees. If
the committee says no, I could not say yes, says Liu. Conversely, if the
committee approves a loan, he can veto it. At the same time, Liu is
trying to ensure that each loan application gets approved or rejected
within 10 working days, compared with the several months it some-
times took before Liu took over in 2000 (Mellor, 2002).
However, even given the amount of publicity on banks corporate
governance reforms, many experts believe that both central and local
governments still have strong influences on lending practices at
various bank branches. Although lending quotas have been abolished,
new lending practices based on relationships with the SOEs are essen-
tially the old practices under a different name. The government has
also, at times, returned to old habits. For example, as economic growth
slowed in 199899, the central government asked the commercial banks
to contribute by taking up infrastructure loans to boost GDP (HSBC,
2001). An issue to watch, therefore, is whether the healthy banks in
the industry have become independent enough to resist this kind of
pressure in the future.
Chinas entry into the WTO will allow Chinese banks to seek foreign
capitalthrough joint ventures, for exampleand also penetration of
foreign banks into the Chinese market. Will these changes drive the
banking industry to greater health? Corporate governance and opera-
tional reforms can only function well when there is a foundation from
which the firms can compete effectively. After much reform, the current
Chinese banking industry still remains a heavily regulated market with
the Big Four banks controlling approximately 70 percent of the total
assets. Therefore, this naturally leads to the next key question: How
fast can the government further deregulate? We will lay out some of
the objectives for the government for the next few years.
How Fast Can the Chinese Government Further Deregulate?
A well-run financial market allows financial intermediaries to effi-

ciently allocate capital across the economy. Under the existing struc-
ture, however, both the Big Four banks and the shareholding banks
access the same resources, compete for the same clients with the same
set of products, and essentially have the same shareholder. What
further reforms are needed to bring true competition? There are five
major areas in which the government should further deregulate:
Governance 245
1. Regulatory rigidity: Currently, the establishment of all financial ser-

vices firms has to be preapproved by the central government. Firms
with primary private sponsors are either not approved or approved
with crippling business restrictions. Therefore, competition is only
among the banks that are still government owned and controlled. Two
other examples include: a) the requirement for banks to receive
approvals for every line of business, and b) slow deregulations in
allowing new sources of capital.
2. Unliberalized interest rates: The interest rates on loans and deposits
offered by financial institutions are set centrally by the Peoples Bank
of China (PBOC). Financial institutions have some leeway in setting
lending rates: they can vary the centrally governed rates by 10 percent
for lending to large institutions, and up to 30 percent for small- and
medium-sized enterprises (SMEs). If banks are not allowed to price
lending rates themselves, they will not be able to compete on the basis
of interest rates. The three-year liberalization timetable announced by
the PBOC governor in 2000 has basically been dropped. The reason
given is that after the recent liberalization of foreign currency interest
rates, there was a sharp jump in foreign-exchange deposit rates but
little change in the foreign-exchange lending rate. This has resulted in
a reduced interest spread. Currently, a high RMB interest spread is a
major factor in domestic banks maintaining their financial strength.
Therefore, the PBOC is worried that the push on interest rate liberal-
ization will cause the interest spread of the RMB business to fall as well.
3. Denial of market allocation of capital: To date, the corporate bond
market has been suppressed because the law requires that all corpo-
rate bonds be sold as public instruments and because the state imposes
minimum requirements to issue: minimum net assets, maximum
debt/assets ratio (40 percent), and one-year debt service capability. The
result is that almost 100 percent of corporate risk in China is on bank
balance sheets and is mispriced (Langlois, 2002).
4. Excessive taxation: Even though the banks make no money on
lending, they still pay heavy taxes: 78 percent business tax, 33 percent
income tax with extreme restrictions on provisions for nonperforming
loans (<1 percent of loans) and restrictions on expenses (compensation)
(Langlois, 2002). In 2001, however, the PBOC did announce a policy to
cut banks business tax from 8 percent of total operating income (after
deducting interest income from financial institutions and government
bonds) to 5 percent by 2003. In order to make the Chinese banks truly
246 Chapter 6
competitive, we believe the business tax must eventually be scrapped.

The corresponding tax loss to the government, estimated at around 2
percent of government revenue, should be bearable given the rising tax
contribution from other sectors (HSBC, 2001).
5. Continuing to open China to foreign banks: Only in February 2002 did
the government grant new licenses to provide foreign currency services
in China for local customers. However, according to PBOC, as of the
end of June 2001, foreign banks in mainland China had total assets of
$41 billion, representing only 2 percent of total assets. Although foreign
banks will have very limited distribution networks, their services are
more competitive than Chinese banks. The rules published in Febru-
ary 2002 were considered by some to be a milestone in Chinas meeting
the concessions necessary for entry into the WTO. Nonetheless, some
foreign banks still felt that the rules fell short of the expectations
because of the stringent capital requirements for foreign banks plan-
ning to enter China (Peoples Daily, 2002).
In the meantime, however, the banks are trying to become more com-
petitive by becoming corporatizedmore shareholding banks as well
as the Bank of China are trying to get a public listing on Chinas stock
exchange.10 It is believed that going public can help support the capital
expansion needed by the banks. Mergers, reorganizations, and busi-
ness combinations will also improve banks economies of scale, thereby
increasing banks capabilities for resisting risk and enhancing their
competitiveness as a whole. However, will corporatization work?
Listing banks is a step in the right direction, but without the necessary
foundation (discussed above) and given the still underdeveloped
securities market, the impact of listing on banks profitability is still
unclear.
Conclusion
We attempted to address some of the most important issues in corpo-

rate governance and financial market reform in China. The significant
hurdles that China must overcome encompass four areas: the legacy of
a quota-based listing process; the role of the CSRC (Chinas SEC); the
development of a liquid market with institutional investors; and the
10. China currently has four listed banks: Minsheng Bank, Pudong Development Bank,
Shenzhen Development Bank, and China Merchants Bank.
Governance 247
opportunity to bypass the domestic market and finance companies

abroad.
Corporate governance in state-owned enterprises has the potential
to be addressed through the process of listing SOEs and diluting state
ownership. The results that remain to be seen are whether:
listing of SOEs really improves corporate governance
the initial public offering of SOEs is sufficient, or if the state should
quickly dilute its ownership in order for better governance to take root
better financial performance will eventually follow from listing.
We also examined the connection between nonperforming loans,

banking sector reform, and corporate governance. Two factors are crit-
ical to success here: how successfully the Chinese banks deal with non-
performing loans, and how fast the Chinese government will further
deregulate the banking industry.
To compete effectively on a global scale and successfully transition
to a market economy, China must have well-functioning securities
markets and banks to establish the foundation for strong corporate
governance.
Methods and Acknowledgments
The student research team would like to thank Professor Stewart Myers
for his guidance and contributions to this work as our project advisor.
Our research was conducted through a combination of primary and
secondary research, including interviews on location in Hong Kong,
Shanghai, and Beijing in early 2002. We would like to thank each of the
following people for their contributions to our understanding of the
background and challenges of financial reform and corporate gover-
nance in China: Laurence Franklin and T. J. Wong, Hong Kong
University of Science and Technology; Leslie Young, Chinese Univer-
sity, Hong Kong; Earl Yen, Ascend Ventures, Hong Kong; Marjorie
Yang, Esquel Group, Hong Kong; Laura Cha and Anthony Neoh,
CSRC, Beijing; Lawrence Li, Hong Kong Securities and Futures Com-
mission; Jaime Allen, Asian Corporate Governance Association, Hong
Kong; Victor Fung, Chang Ka Mun, and Chin Wai Man, Li & Fung,
Hong Kong; Joe Zhang, UBS Warburg, Hong Kong; Dr. Yuan Cheng
and Zili Shao, Linklaters, Hong Kong; Fang Xinghai, Shanghai Stock
Exchange; Lu Wei, Fudan University, Shanghai; Yibing Wu, McKinsey
248 Chapter 6
& Co., Beijing; Wang Yi, China Development Bank, Beijing; Jin Shuping
and Wei Shenghong, Minsheng Bank, Beijing; Chen Taotao, Tsinghua
University, Beijing; Colin Xu, World Bank, Washington, D.C.; Stoyan
Tenev, Shidan Derakhshani, Jun Zhang, and Mike Lubrano, Interna-
tional Finance Corporation, Washington DC; Mengfei Wu, CNOOC,
Hong Kong; Edward Steinfeld, MIT, Cambridge; Dean Alan White,
MIT Sloan, Cambridge. Of course, many comments were made in con-
fidence, so we are unable to attribute every statement from these
sources. Special thanks are extended to Laurence Franklin, Marjorie
Yang, and Laura Cha, whose insights and referrals to other sources of
information in Hong Kong and Beijing were most appreciated. Dean
Allen White of MIT Sloan was also extremely helpful in establishing
contacts for our team in China.
References
Caijing Magazine, January 23 through China Online.
Caprio, Gerard, Jr., and Ross Levine. 2002. Corporate Governance of Banks: Concepts
and International Observations, April 25, 2002.
China Online. 1999. Ten Chinese Firms Chosen to Sell Government Equity. November
30.
China Online. 2001. Zhu Rongji says sell-off of state shares must resume. December
19.
China Online. 2002. Worries over state-share sales trigger stock slump. January 28.
Cull, Robert, and Lixin Colin Xu. 2000. Bureaucrats, State Banks and the Efficiency
of Credit Allocation: The Experience of Chinese State-Owned Enterprises. Journal of
Comparative Economics 28: 131.
HSBC Securities (Asia) Limited, Banks / Financial Research. 2002. Form Command to
Demand in Financial ServicesEntering the China Century, February 2001.
Hu Shuli, Wei Fuhua, and Niu Wenxin. 2002. An interview with Laura Cha, CSRC vice
chair.
Langlois, John D., Jr. 2001. Chinas Financial System and the Private Sector, presenta-
tion at American Enterprisse Institute, May 3, 2001.
Lardy, Nicholas. 1998. Chinas Unfinished Economic Revolution (Brookings).
Lin, Cyril. 2000. Public Vices in Public Places: Challenges in Corporate Governance
Development in China. OECD Development Centre. Draft.
Mellor, Williams. 2002. Cleaning Up Bank of China. Bloomberg Markets, April.
Nakagane, Katsuji. 2000. SOE Reform and Privatization in China: A Note on Several
Theoretical and Empirical Issues. University of Tokyo.
Governance 249
Neoh, Anthony. 2000. Chinas domestic capital markets in the new millennium,
Chinaonline.com
Neoh, Anthony. 2002. Corporate Governance in China. Talk at China Harvard Review
conference, April 13.
Peoples Daily. 2002. Detailed Bank Rules on Foreign Banks Take Effect, February 2,
2002.
Shleifer, Andre, and Robert W. Vishny. 1997. A Survey of Corporate Governance,

Journal of Finance 52, no. 2: 737783.
Wang, Xiaozu, Lixin Colin Xu, and Tian Zhu. 2001. Is Public Listing a Way Out for
State-Owned Enterprises? The Case of China.
Zhang, Chunlin, and Stoyan Tenev. 2002a. Corporate Governance and Enterprise Reform
in China: Building the Institutions of Modern Markets. The World Bank. April.
Zhang, Joe. 2002b. Chinas Corporate Governance: A steep learning curve. UBS Warburg,
January 17.
The Economist. 2002. Special Report Hong Kong and Shanghai: Rivals More Than Ever.
March 30.
Lowtax.net. 2002. Hong Kong Securities Market,

http://www.lowtax.net/lowtax/html/ hongkong/jhksec.html
Tdcstrade.com. 2001 Profile of Hong Kong Major Service Industries: Securities. Hong
Kong Trade Development Council, June 12.
http://www.tdctrade.com/main/si/ spsect.htm
6.4 Governance Panel
Discussion
Professor Stewart Myers, Dr. Rolf Breuer, and Dr. Victor Fung all com-
mented on the factors driving greater interest in corporate governance.
Aside from the obvious issue of U.S. corporate scandals, changes
in Asia and Europe are highlighting the importance of corporate
governance.
In particular, the rising use of equity financing and outside share-
holders in both Europe and China bring up the issues of greater trans-
parency and shareholder rights.
Dr. Rolf Breuer, chairman of Deutsche Bank, described the European
view of corporate governance. In describing the current situation, he
noted the troublesome issue of unifying the 35 different corporate
codes of conduct and regulatory frameworks in the European Union.
This is a microcosm of the larger global problem of unified standards
and the thorny issue of balancing global needs against local needs.
Breuer warned that the European Union should avoid choosing the
lowest common denominator when creating a common framework. It
is important to use the commonality among the 35 frameworks but also
to keep local laws where they serve local purposes.
Looking at the world stage, Breuer lamented the lack of convergence
between U.S. international accounting standards bodies. For example,
when Deutsche Bank listed on the NYSE, the bank was forced to switch
to U.S. GAAP. The switch caused much consternation and confusion
among the banks European and world shareholders. And, although
Breuer had no qualms about signing the U.S.-mandated CEO and CFO
certifications, some heads of dual-listed European companies have
objected to this recently mandated practice because they see it as a sov-
ereignty issue: whether American watchdogs should oversee European
companies or vice versa. To improve communication with sharehold-
ers and provide greater transparency, Breuer recommended using
252 Chapter 6
scenarios when presenting issues to shareholders, analysts, and stake-

holders. Too many corporate decisions are obfuscated by complex
legalistic documents. Complex legal documents adhere to the letter of
the law regarding reporting proposed actions to shareholders, but they
create a lack of transparency that brings a host of ill-considered prac-
tices such as excessive executive compensation or Enrons infamous
special-purpose entities. Instead, CEOs could explain proposed actions
using a set of scenarios (worst-case outcomes, expected outcomes, and
best-case outcomes). Such scenarios would help shareholders and
stakeholders gain a clearer understanding of the real impacts of pro-
posed management decisions.
Dr. Breuer also commented on the U.S. practice of allowing the CEO
(head of management) to be chairman of the board (head of oversight).
In contrast, the dual-board system is common in Europe. In the dual-
board system, the heads of the two boards are purposefully distinct
the executive board is in charge of running the business, and the
supervisory board performs a strategic oversight role and hires/fires
those executives.
When asked about the recent closure of Germanys Neuer Markt,
Breuer noted that this answer to Americas NASDAQ failed because it
tried to copy the public-listing practices that were appropriate for
larger, more established companies. As Professor Myers had noted, dif-
ferent types of organizations require different types of governance and
regulatory frameworks. Aside from cultural and regional differences,
differences in the age, size, and history of a company affect how it
should be run.
Dr. Victor Fung, chairman of Li & Fung, focused on the Asian view
of corporate governance. The biggest story in Asia is the ongoing evo-
lution of China from a communist-led command-and-control economy
to one that tries to meld the energy of free markets with the values of
socialism. The state-run enterprises have already shrunk from being
100 percent of the economy to being a mere 30 percent of the current
economy.
During his introduction, Professor Myers noted the crucial goal of
frictionless flow and efficient allocation of capital. In turn, Dr. Fung
described the obstacles to this process in China. The obstacles are
twofold: human resource issues at banks and the lack of sophistication
of investors. Like many Asian countries, China enjoys a phenomenally
high savings rate (some 4050 percent). Most of this money flows into
low-yield bank savings accounts. In the past, banks played more of a
Governance 253
simple cashiering role, because the state made all the lending and
investment decisions. In theory, the banks now have the responsibility
for local lending decisions. Unfortunately, the banks have neither the
personnel nor the expertise necessary to recycle all the capital socked
away in savings accounts. Until the banks learn to lendor consumers
learn to invest in equitiesChina will suffer from inefficient allocation
of capital.
Regarding his own company, Dr. Fung noted its efforts to promote
ethical practices among Li & Fungs global network of trading part-
ners. Although not mandated by any government edict, Li & Fung
created a Compliance Officer position in the company. Li & Fung
knows that its own reputation as a trading company is a function of
the reputations of all the companies with which it does business. The
Compliance Officer ensures that trading partners live up to high stan-
dards. Dr. Fung noted that although his company created this position
simply because they believed in it, the practice has created a barrier to
entry for Li & Fung competitors. Li & Fung can form tighter relation-
ships with the better suppliers, leaving less ethical alternatives to its
competitors.
Commenting on the Bank of China, Dr. Fung described how going
public brings greater discipline to a company. Many believe that pri-
vately held companies have an advantage in being able to make better
strategic decisions than do their publicly traded counterparts. Yet going
public in Hong Kong forced the Bank of China to create better gover-
nance and reporting structures for the Hong Kong side of the bank. The
bank learned much from the process and intends to transfer that learn-
ing back to the mainland and then take the remainder of the bank
public.
Another issue being debated in Asia is whether companies should
move to quarterly reporting. (Currently, companies report semi-
annually.) Dr. Fung pointed out that the practice of quarterly reporting
can actually reduce transparency. This view is in contrast to the argu-
ment that the longer reporting cycles of companies in places like
Europe and Hong Kong mean a lack of transparencythat investors
lack timely updates on affairs of the company. First, he pointed out that
shorter reporting cycles tend to amplify the normal noise of business,
having fewer months over which to average the ebb and flow of
revenue and cost events. Thus, companies on shorter reporting cycles
have more incentive to manage earnings, shifting costs and revenues
using accounting sleight-of-hand to reach the magical 1 cent over
254 Chapter 6
expected earnings target. Second, shorter reporting cycles can actu-

ally delay the reporting of material events. If a material event occurs
two months into a six-month reporting cycle, the company is likely to
report it immediately. In contrast, a company on a three-month cycle
might delay the news for one month to coincide with the next routine
quarterly announcement.
The speakers also referred to the role of crises in bringing about cor-
porate governance reforms. Dr. Fung said that the state of corporate
governance in Asia was not good before the financial crisis of 1997. The
crisis raised awareness, however, and Asian countries have made much
progress since them. Singapore and Hong Kong are the farthest along.
The United States, currently in the midst of crisis, is trying to create
reasonable reforms to prevent any future repeat of the recent corporate
scandals and to restore confidence in U.S. financial markets. Dr. Breuer
said that the events in the United States were eye-opening for Europe.
Europe is currently working hard to avoid being the next financial
crisis.
The speakers also discussed one of the differences between Ameri-
can stock exchanges and those in Asia and Europe, namely the size of
companies listed on the exchanges. For example, more than 50 percent
of the market cap of the Hong Kong Stock Exchange is made up of com-
panies that are family-controlled, Dr. Fung said. Dr. Breuer, likewise,
commented on the large and vibrant role of small and midsize com-
panies in Europe. This difference in corporate size requires a corre-
sponding difference in corporate governance. Although some have
argued that family ownership is a poor form of governance, Fung dis-
agreed with this view. Family ownership creates extremely strong
incentives and alignment that other professionally managed com-
panies must try to create using cruder mechanisms such as salary,
bonuses, and stock-options. Although family ownership can be abused,
Hong Kong regulations focus on those potential abuses (e.g., self
dealing and connected transactions). The point is that no single form
of governance is superior to all others. Each form of governance has
advantages and each needs regulations that address the potential
weaknesses or abuses inherent in that form of governance.
Finally, the speakers discussed the topic of strong independent
boards of directors and the challenges to creating these boards. Most
pressing is the shortage of qualified candidates. In China, the newness
of private enterprise implies a shortage of experienced business exec-
utives for boards, Dr. Fung said. In a country in which no one can claim
Governance 255
decades of for-profit management experience, finding board members

is difficult. Fung also noted the low pay scales for board members and
a tendency for the same people to appear on multiple boards.
Likewise, in the United States, the drumbeat for accountability will
likely frighten potential board members. Increasing the responsibilities
and liabilities of board members will shrink the pool of applicants. In
her presentation, HP CEO Carly Fiorina cautioned that overregulation
could make boards and management too risk-averse, which would
threaten the innovation and experimentation that form the basis for
value creation.
Even the definition of independent varies across countries. Dr.
Breuer noted that U.S. regulators see European boards as lacking inde-
pendence owing to the presence of employee representatives. At the
same time, European regulators see U.S. boards as lacking indepen-
dence owing to prevalence of stock ownership by members of U.S.
boards. At issue is the role of the board in representing various con-
stituencies during the boards oversight of management. European
boards have more alignment with employees; U.S. boards have greater
alignment with shareholders. Board members can represent con-
stituencies such as shareholders, employees, debt-holders (banks), the
local community, governments (i.e., golden shares), and even the
general public.
Aligning the board with any of these constituencies can make the
board indirectly dependent on the company and management. With
the fates of so many all connected in different ways to the fate of the
company, no one is truly unbiased and independent. This is the prime
driver for the need for ethics. In an interconnected world in which
everyone is dependent on everyone else, ethics may be the only prac-
tical substitute for the ideal of independence.
7 Technology
7.1 The Next Technological
Revolution: Predicting the
Technical Future and Its
Impact on Firms,
Organizations, and
Ourselves
Ellen Brockley, Amber Cai,

Rebecca Henderson,
Emanuele Picciola,
and Jimmy Zhang
Technology changes the world. Steam power, the railroad, electricity,

the automobilethese technologies have changed how we work and
how we live in irreversible ways. Within the last ten years, advances
in telecommunications and computing have revolutionized communi-
cations, provided virtually unlimited data, and opened up new possi-
bilities for products and services in nearly every industry.
In this brief essay, we draw on current MIT research to look forward:
to explore how technology is likely to develop in the next twenty years
and to begin to speculate on how these developments will change the
commercial world. We sketch out the three areas in which we are likely
to see the most progressin information technology and communica-
tions, in the life sciences, and in the science of the small, or nano-
technology. Since each of these areas is far too large and far too
complex to explore in any detail, we focus in depth on advances in
medical technology, pervasive computing, and water cleansing tech-
nologies for developing nations in an attempt to give the reader a sense
of the dramatic potential of current research. We also highlight devel-
opments in microelectro-mechanical devices to illustrate the ways in
which current developments may interact with each other to create
products and capabilities in ways that are almost impossible to foresee.
Our goal is to give the reader a sense of the vibrancy, enormous poten-
tial, and sheer enthusiasm generated from the MIT research in these
exciting fields. We hope to inform you, to pique your curiosity, and to
provoke your thinking about the future.
We also hope to highlight some of the challenges that continuing
advances in science and technology are likely to create for managers.
260 Chapter 7
There is the immediate challenge of recognizing which of these

advances is likely to be important for a particular firm, and of inte-
grating them into complex organizations that are already under stress.
More fundamentally, however, our results suggest that it will be
increasingly impossible to manage technology or science as a thing
apart from the complex human, social, and financial systems that make
up a firm: that decisions about technology will have to be deeply inte-
grated into the heart of the firm. This implies that the manager of the
future will need to be much more technologically sophisticated than
her predecessor: that technology will no longer be something that can
be safely left to the technologists.
Our results also raise broader questions about issues of social justice
and about the goals to which we harness technology. We describe
below a number of developments that have great potential to improve
the quality of life in the developing worldand a few that have the
potential to improve the quality of life for the majority of the worlds
people who live in the so called developing world. We suspect that
one of the great questions of the next ten years may be how we harness
the imagination, drive, and creativity of the worlds scientists to benefit
all the worlds population, rather than only a fraction.
General Trends
We are on the verge of the third industrial revolutionthe convergence

of Information Technology, Life Sciences, and Nanotechnology. Infor-
mation Technology delivered the last technical revolutionthe Internet.
The volume and creativity of current research guarantee that the pace
of innovation in networks, telecommunications, and computing will
not slow. In fact, the rate of progress is probably accelerating. Advances
in chemistry and biology in recent years have propelled Life Sciences to
the forefront of scientific attention. New discoveries and improved
understanding of cellular processes have spawned entirely new and
exciting scientific fields such as proteomics, pharmacogenomics, and
genotyping. Each contributes to the real possibility of dramatically
improving our health and extending the human life span. Nanotech-
nology, the study of matter at the atomic scale, promises to revolution-
ize our view of materials and offers unprecedented options for new
machines and intermediate products. As the newest of the three, nano-
technology has achieved the fastest start from a funding perspective
and is poised to surpass biotechnology and semiconductors in both
scale and scope.
Technology 261
e Life
S c ienc Scie
on nces
for mati
In
Nanotechnology
Figure 7.1.1
Information Technology
Look how far weve come! In the last 15 years, information technology
and computer science have brought us into the Information Age with
pocket telephones, e-mail, automobiles that talk to us, laptopsa
panoply of technical innovations that we take for granted but which
were unheard of 10 years ago. New developments promise to continue
at an aggressive pace. We can look forward to persistent computing
and ubiquitous networks that sense conditions in our environment,
control variable factors, analyze huge stores of information, and even
predict the future. In a later section we focus on the impact of perva-
sive computing, but we offer highlights of a few compelling technolo-
gies here.
Network Grids
Computer network technology has evolved from loosely connecting

communication paths among computers (i.e., sharing data via the
Internet), to extremely tight coupling of multiple computers that
create virtual super computers capable of sharing computational
resources as well as data. These integrated systems will perform as a
single machine, combining processing capacity and performance
capable of solving some of the big scientific questions such as protein
folding.
262 Chapter 7
Neural Networks
Neural networks are software designed to mimic human brain activity

and learning models. Neural networks are currently applied to a wide
range of predictive computing applications, from sales forecasts based
on historical data to mapping developments in cognitive science and
neural biology. Professor Amar Gupta of the MIT Sloan School uses
neural networks in manufacturing operations analysis to minimize
inventory requirements and optimize operational efficiency. Other
applications include financial market forecasts, medical diagnostics
(especially for tumor growth potential), and product market projections.
Quantum Computing
Although real applications are probably 20 years away, quantum com-

puting is pushing the frontier of computational possibility. Scientists
are beginning to harness the power of quantum mechanics to control
and interpret atomic spin cycles that may solve currently unsolvable
problems such as the prime factoring of large numbers used in encryp-
tion. Professor Isaac Chuang, MIT Media Lab, has created a quantum
computer and is leading multiple research projects to build powerful
quantum computing architectures that aim to improve processing
capacity, efficiency, and speed of classical computing.
Life Sciences
We are in the midst of one of the most remarkable revolutions in the history
of mankind. The revolution was sparked by scientific curiosity about life,
but its consequences will be so far-reaching as to touch every aspect of
society. It is an information revolution, unlocking databases of human
heredity and evolutionary history. It is a medical revolution, holding the
prospect that our childrens children will never die of cancer. And it is an
intellectual revolution that may reshapefor better or for worseour
notions of human potential.
I refer, of course, to the revolution in Genetics and Genomics.
Dr. Eric S. Lander
Director of the Whitehead Center of Genome Research
Professor of Biology at MIT
Millennium Evening at the White House, October 12, 1999
Technology 263
Dr. Landers prophetic comments heralded the dawn of a new age of

possibility. With the completion of the human genome map, we sud-
denly face the prospect of understandingand possibly controlling
the mechanisms of life itself. Scientists, governments, and investors
have responded with unprecedented fervor, launching a range of
research designed to capitalize on these discoveries and propel our
knowledge even further. Below are four examples of current life sci-
ences research taking place at MIT.
The Whitehead Institute, a nonprofit, independent research labora-
tory affiliated with MIT, was one of the leading contributors to the
recent mapping of the human genome. Current work includes projects
exploring molecular genetics, cancer genetics, neurobiology, infectious
diseases, X-ray crystallography, biomedical engineering, and cell and
developmental biology.
DNA microarray techniques now test hundreds of thousands of com-
pounds against a target field in a matter of weeks instead of the many
months it used take to analyze only a few hundred. More and better
information is now available in a fraction of the time, raising hopes for
the discovery of many new drugs.
Will we someday be able to determine the genomic sequence of an
individual while they wait in a doctors office? Paul Matsudaira, pro-
fessor of biology and bioengineering and a member of the Whitehead
Institute for Biomedical Research, is creating hand-held bioanalytic
devices designed to identify human disease genes. Other forms include
disposable, plastic lab-on-a chip platforms that can analyze a tiny
amount of body fluid (e.g., blood or saliva) for biomarkers to deter-
mine the health of an individual or the status of a disease process.
Many promising drug therapies fail clinical trials owing to high
toxicity in a small number of patients. Because we can evaluate the

genetic make-up of individuals, and therefore isolate risky candidates,
many of these discarded compounds could be revived, poten-
tially saving the lives of people who are genetically receptive to the
treatments.
The Science of the Small
Much of the most interesting work at MIT today focuses on the science
of the smallon machines, materials, and processes constructed at
very small scales. Broadly, this work can be divided into two: into
264 Chapter 7
micromachinesstructures that are tiny but still visible; and into

nanotechnologytechnology at the molecular level.
Micromachines
Microelectro-mechanical systems (MEMS) are tiny machines, often

only a cubic centimeter in size, designed to interpret information about
our physical world at a microscopic level and execute multiple tasks
as sensors, computers, communications devices, and actuators. This is
the concept behind development at the MIT Microsystems Technology
Laboratories (MTL): Highly sensitive electronic sensors interpret phys-
ical stimuli such as light, sound, etc., and produce electronic signal
input to the device. After analog processing, signals are translated to
digital signals and then reconverted to analog. At various stages, they
initiate appropriate communications protocols to external optical or
electronic devices, to on-board microchips, or to internal actuator
mechanisms that compel a physical response such as mechanically
moving or controlling something, displaying information, or generat-
ing electric power.
Over the last 15 years, the MEMS industry has grown to annually
generate revenues of USD 4 billion with projections that it will
approach USD 10 billion by 2005 (source: Electronic Business, III-Vs,
Electronic Buyer News, Solid State Technology). Advances in fabrica-
tion technology such as Professor Emanuel Sachss three-dimensional
printing have helped to generate a number of exciting developments.
In addition to highly specialized equipment such as aeronautical com-
ponents and medical diagnostics, MEMS devices are included in
increasingly common consumer goods such as accelerometers that
trigger automobile airbags, microfluidic inkjet printer heads, optical
projection displays, and radio frequency devices in cell phone filters.
Many of the new developments in MEMS technology will be focused
on biology, optics, and power generation:
Health monitorImplanted microchip devices could relay the status
of blood composition, hormone levels, and various pressuresbasi-

cally ubiquitous sensing that cannot be accomplished any other way.
Information could be used to identify precursor conditions for disease
or even provide early warning of a heart attack.
Power GenerationResearchers are focusing on energy generation
and efficiency with a goal to design a miniature power source that can
Technology 265
produce at least 10 watts of power for a few hours. This alternative to

batteries, which are not good at small scale, could remove a key obsta-
cle keeping electric cars from the mass consumer market: the large size
and very heavy weight of enough conventional batteries to power a car
for an acceptable distance.
Fuel CellsThe U.S. Army is investing in research to develop a small
fuel cell, literally a micro engine with a generator. They envision a day
when a piezoelectric transducer is stored in the heel of a soldiers boot,
which is connected (wired) to the rest of the uniform. Each step gen-
erates a charge, providing power to communication equipment and
other devices carried by the soldier.
Persistent SensingMEMS sensors could also be used for civil engi-
neering projects (e.g., bridges, buildings, and roads) to identify small
changes in structural integrity, providing an early warning system to
maintenance engineers.
Nanotechnology
Nanotechnology is the study of matter at the nanometer scaleone bil-

lionth of a meterthe size of a single water molecule. Researchers have
drawn from all scientific disciplines, including biology, chemistry,
physics, and engineering, to develop techniques that isolate molecular
components for study under unusual and complex conditions. Scien-
tists are now capable of creating new materials with advantageous
features not found in natural compounds and have discovered new
properties and behaviors of existing matter when addressed at the
molecular level. With the aid of new scanning probe microscopes, they
can even isolate individual atoms, picking them up and rearranging
them at will.
Theorists paint astonishing pictures of the possibilities of this new
technology that is poised to change the world by creating a U.S.$1
trillion annual market within ten years. Some of the claims are almost
certainly simple hype; some are very real. Scientific development and
market creativity will define the winners over the next five to ten years.
Here are a few possibilities:
Passive applicationsmaterials that accomplish a task by virtue of
their presenceare first to market and are available today in the form
of impenetrable coatings for machine parts, protective clothing, and
even the inside lining of tennis balls.
266 Chapter 7
Nanoelectronic circuits built from carbon nanotubes may some day

break through the theoretical limits of silicon and allow production of
a microprocessor with up to 5 billion transistors.
Nanowire arrays built from nanoparticle crystallization may poten-
tially store trillions of bytes of data per square inch of storage medium.
Fabricated nanomaterials that exceed the strength of steel at a frac-
tion of the weight and cost may revolutionize many consumer goods
and manufacturing processes.
Nanoparticles called quantum dots reflect different waves of light
depending on their size. They are used as biological markers and
potentially as food coloring.
Non-invasive diagnostics may be able to detect a tumor only a few
cells in size when marked with nanoscale contrast agents.
Interactions across the Three Fields
Despite their differences, we believe that it is likely to be in the areas

of overlap between technologies in all of these three areasin IT, in the
Life Sciences, and in the Science of the Smallthat the most dramatic
advances are likely to take place. This is for two reasons. First, all three
fields face very similar challenges, and solutions that benefit one are
likely to benefit the others.
Development of Toolsprogress in every field is dependent on the
availability of interpretive tools that will measure, control, and diag-
nose the results of research. Appropriate tools are likely to be valuable
across areas.
Fabricationsuccessful implementation of many of these technolo-
gies requires new processes and factories to manufacture high volumes
of precise machines at low cost. Again, progress in one area is likely to
benefit the others.
Multipurpose Usethe viability of a technology will be determined
by the variability and versatility of the applications it influences. Com-

mercial success of a single development may depend on whether it can
be integrated into multiple technologies or products.
Scaleas technologies become more sophisticated, products often
become increasingly smaller. Understanding the behavior of molecular
particles and developing design techniques to harness them will be
essential enablers of new technology.
Technology 267
Second, the most compelling and most important developments may

well occur in the areas of overlap across the technologies. Below are
just a few examples.
Almost every facet of biotechnology generates massive amounts of
data. A new field called bioinformatics, which crosses into the infor-
mation technology realm, has evolved to address the particular require-
ments of storing and processing information generated from genome
mapping, drug discovery, and patient diagnostics.
If we are to leverage the information provided by genotyping, we
must understand the effect of gene expression at the cellular level.
Kim Hamad-Schifferli, a postdoctoral associate in the MIT Media Lab,
combined her knowledge of nanotechnology and biology to develop
nanoscale biomolecular tools that dehybridize DNA and ultimately
regulate intracellular activity. This revolutionary invention allows
researchers to turn off a particular genewithout impacting the
entire systemto observe the impact on the cellular pathways.
In the quest to achieve further miniaturization and increased capac-
ity, semiconductor researchers have cultivated the realm of nanoelec-
tronics and nanophotonics. Electrical engineers and computer scientists
have come to rely not only on a new understanding of quantum physics
for their work, but also to leverage the lessons biologists have learned
from observing the pathways of various biomolecular devices.
Biological computingthe pursuit of nanoscale circuits and wires
built from biomolecules for computational purposeslives right in the
sweet spot. The burgeoning field of silicon biology draws from every
hard science to develop biomolecular machines, field-effect biosensors,
wireless biosensors, protein biochips, and nanoelectronic devices.
Diving Deeper
With this broad brush overview of our technological future in mind,

in this section we now focus in on a few particularly promising research
programs. We have two goals. The first is to begin to put some flesh on
the bones of our very general description. The second is to give the
reader a sense of the uncertainty inherent in forecasting technological
progress today with any precision. These technologies are fascinating,
but they are also extremely complex. Trying to understand what may
happen opens one up to the problem of the fractal: the more one under-
stands, the more complex the phenomenon becomes.
268 Chapter 7
We focus on four groups of technologies: on pervasive computing,

on advances in medicine, and on two technologies designed for the
developing worldwater purification and instant eyeglasses. While
the latter two are much less high tech than the first, we include them
deliberately since it seems to us one of the most important unresolved
uncertainties of the next twenty years is that of the degree to which
technological progress will benefit the poor and the disadvantaged.
Pervasive Computing
In 2015, the developed world will contain billions of micromachines

capable of sensing, manipulating, and communicating information
about the environment, people, and objects. Buildings, homes, and
vehicles will become central computing platforms through embedded
devices that interpret and modify conditions such as temperature,
light, and sound, based on the predefined preferences of the individ-
ual using them. Convenient and powerful handheld devices will iden-
tify you and your preferences to the physical environment, provide the
information you want, and allow you to communicate with your
friends and colleagues. Wireless communications will facilitate all of
these activities by connecting requests and creating sophisticated ad
hoc networks as devices are moved throughout the network grid.
MITs Project Oxygen is dedicated to realizing this idea through
the development of integrated systems that are as available, accessible,
and useful to us as the air we breathe. Organized within the MIT
Laboratory for Computer Science, Project Oxygen brings together
world-renowned expertise in software, networks, hardware, knowl-
edge management, artificial intelligence, and security to create a new
paradigm that weaves computing and communications into every
aspect of our lives. The research focuses on four key technologies:
on environmental devices, or E21s; on handheld devices, or
H21s; on networks, or N21s; and on work in knowledge and
semantics.
Devices
The Oxygen researchers envision environmental devices called E21s

will be embedded within the physical structures of intelligent spaces.
They will serve as the nerve center, directing communications requests,
completing computational tasks, and managing network connectivity.
Technology 269
E21s will interpret presence and activity in open spaces and facilitate
seamless communication among people and the central network
through microphones, cameras, and computational interfaces. Human
communication with E21s will be as simple as a voice command or a
waving arm gesture.
Mobile handheld devices called H21s will provide the personal
link for users to communicate with the E21 platform. They will also
provide functions like telephone service, Internet access, streaming
video, and voice recognition. The network and communication path-
ways used by the H21s will be dynamic and self-changing, because the
devices will determine their function and choose the device or network
interfaces that are most appropriate to meet the needs of a particular
user in a particular time or place. For example, your verbal request to
see budget spreadsheets you created last week would prompt your H21
to connect to the company intranet, conduct a search for the appropri-
ate files, and display them in a logical order.
Networks
Communication among these devices will be controlled by networks

called N21s that will configure themselves based on the changing
requirements of the E21s, H21s, and people in the room. In addition to
managing network traffic and authentication, N21s will create and
control ad hoc networks called collaborative regions, comprised of a
group of devices gathered for a particular purpose or timeframe. N21s
will enforce security and access policies, and they will support multi-
ple communications protocols that will adapt as applications and
device standards evolve.
Knowledge and Semantics
E21s, H21s, and N21s will not reach their full potential without the
move from an information source that requires human interpretation
to one that embeds meaning within the data itself, so that machines can
navigate and solve problems independently. The evolution of our
current World Wide Web to this kind of Semantic Web is the vision
of its inventor, Tim Berners-Lee, and represents a critical component of
Oxygen.
The Semantic Web will provide a structural framework that will
define data and guide automated processing by identifying the data
270 Chapter 7
type, defining potential uses, proposing logic, and imposing rules

related to the information. Specifically, the Semantic Web will use RDF
language that documents the relationships between objects. Objects
have meaning, and the relationships between the objects (semantic
links) have meaning as well. By documenting the meaning of data and
the links between data, applications can merge or interconnect dis-
parate data from other applications. In this environment, software
agents will be able to understand relationships between objects and
perform work on our behalf.
The Future of Pervasive Computing
If these technologies are successfully developed they will have dra-

matic implications. The following business conference scenario devel-
oped by the Project Oxygen team provides one possible example:
Hlne calls Ralph in New York from their companys home office in Paris.
Ralphs E21, connected to his phone, recognizes Hlnes telephone number; it
answers in her native French, reports that Ralph is away on vacation, and asks
if her call is urgent. The E21s multilingual speech and automation systems,
which Ralph has scripted to handle urgent calls from people such as Hlne,
recognize the word dcisif in Hlnes reply and transfer the call to Ralphs
H21 in his hotel. When Ralph speaks with Hlne, he decides to bring George,
now at home in London, into the conversation.
All three decide to meet next week in Paris. Conversing with their E21s, they
ask their automated calendars to compare their schedules and check the avail-
ability of flights from New York and London to Paris. Next Tuesday at 11am
looks good. All three say OK, and their automation systems make the nec-
essary reservations.
Ralph and George arrive at Paris headquarters. At the front desk, they pick
up H21s, which recognize their faces and connect to their E21s in New York
and London. Ralph asks his H21 where they can find Hlne. It tells them shes
across the street, and it provides an indoor/outdoor navigation system to guide
them to her. George asks his H21 for last weeks technical drawings, which
he forgot to bring. The H21 finds and fetches the drawings just as they meet
Hlne.
Advances in Medicine
The right medicine for the right patient at the right dose at the right
time. Current research in genetics and in materials technology has the
potential to dramatically improve the range and effectiveness of exist-
Technology 271
ing biomedical treatments. Here we touch briefly on three exciting

developments: on the use of single nucleotide polymorphisms, or
SNPs, to find new drugs; on new techniques for controlled drug dis-
covery; and on recent advances in tissue engineering.
Personalized Medicine: Using Individual Phenotypes to Find New

Drugs
The Human Genome Project produced a consensus DNA sequence

map of the human genome that describes 99.9 percent of the genetic
composition of individuals. The remaining 0.1 percentone in every
1,000 lettersdescribes the characteristics that make an individual
genetically unique and also determines predisposition to or protection
from disease. These variations are called single nucleotide polymor-
phisms (SNP).
On the clinical side, information from SNPs can be used to map a
patients genetic makeup, sometimes referred to as genotyping.
Knowing a patients genotype will allow doctors to better diagnose dis-
eases and prescribe medicines accordingly. On the drug development
side, pharmaceutical companies can take advantage of SNP informa-
tion to develop drugs that act with more potency and fewer side effects
on patients with specific genetic profiles.
Many researchers see SNPs as the genomic keys that will open the
doors to personalized medicine. SNPs may help explain why individ-
uals respond differently to the same drug. As we learn more about the
influence that human genetic composition has on the disease process,
we will understand more about the metabolism of medicine. Once
these pathways are further understood, targeted gene expression and
protein synthesis may be controlled to achieve optimal individual reac-
tion to a drug.
Herceptin, produced by Genentech, is a successful example of this
type of personalized therapy. Herceptin (Trastuzumab) is the first tar-
geted, humanized monoclonal antibody for treatment of women with
HER2 (human epidermal growth factor receptor 2) positive metastatic
breast cancer. Herceptin is designed to target and block the function of
HER2 and is only effective on the subset (about 20 percent) of breast
cancer patients who have a genetic profile of HER2 overexpression. A
genetic test to determine whether the patient over-expresses HER2 is
needed before Herceptin is prescribed.
272 Chapter 7
Controlled Drug Delivery

To date, most malignant brain cancers were largely untreatable owing
to two complications. First, although the brain tumor is localized, the
vast majority of chemotherapy drug therapies are delivered systemi-
cally, and significant doses of chemotherapy must be frequently admin-
istered. This exposes the entire body to the action of the drug and
results in potentially significant side effects and substantial patient dis-
comfort. Second, the blood-brain barrier prevents a variety of blood-
born chemicals from penetrating the brain and reaching brain cancer
cells.
Dr. Robert S. Langer, Kenneth J. Germenshausen Professor of Chem-
ical and Biological Engineering at MIT, has changed the way brain
cancer is treated. His approach offers new hope to patients with this
severe, life-threatening disease. Langer designed a biodegradable
polymer that releases medicine at a controlled rate. About the size of
a dime, the surface-degrading wafer is impregnated with cancer
chemotherapeutic drugs. The wafers are implanted during the tumor
removal surgery. The chemicals are released locally, directly to the
tumor site, in high concentrations over a period of two to three weeks.
Consequently, the drug is contained within the brain where it is needed
and therefore does not cause the systemic toxicity typical of anticancer
drugs that often result in liver, kidney, or spleen damage. In clinical
trials, the wafer has been shown to significantly prolong patient sur-
vival while improving the quality of life. Approved in 1996 by FDA,
the wafers became the first new treatment for brain cancer in 25 years.
This is the first polymer-based treatment to deliver chemotherapy
directly to a tumor site, and there is hope that this kind of approach
may prove useful in the treatment of a variety of other conditions.
Langer has also pioneered research in remote-control systems for
drug delivery. The rate at which the drug is released can be controlled
using ultrasound, electric pulses, or external magnetic fields. Even-
tually, the drug release can be controlled and activated on demand
by a biosensor to create a smart delivery system. An implantable phar-
macy-on-a-chip was recently prototyped in the Langer Lab. (See
figure 7.1.2.) The microchip is made of silicon and contains multiple
(up to 1,000) drug reservoirs. Scientists in the Langer Lab hope that
someday doctors will be able to monitor a patients vital statistics and
blood chemistry as well as administer appropriate medicine remotely.
In addition to treating prostate cancer, ovarian cancer, endometriosis,
and severe bone infections, the same type of slow and controlled-
Technology 273
Figure 7.1.2
Pharmacy-on-a-chip. Photograph courtesy of Dr. Robert S. Langer.
delivery system is being applied to insulin, growth hormones, gene

therapy agents, and vaccines.
Tissue Engineering
Dr. Langer is also a pioneer in tissue engineering, developing methods
for synthesizing artificial cartilage, skin, liver, nerves, and blood vessels
for human transplant. (See figures 7.1.3 and 7.1.4.) Langers method is to
build biodegradeable polymer matrices in an appropriate shape and
infuse them with biomolecules, often cells from the patients own body,
to create replacement tissue. This approach provides tremendous flexi-
bility in design and application and can be applied to a wide variety of
structural requirements. Langer entered the tissue engineering field
upon learning about a boy who was born without external ears. After
preparing the matrix in the approximate dimensions, the ear was
implanted on the ear of a rabbit for incubation and grown to the appro-
priate size for the child.
274 Chapter 7
Figure 7.1.3
Ear growing in rabbit. Photograph courtesy of Dr. Robert S. Langer.
Figure 7.1.4
Cartilage tissue engineering. Photo courtesy of Dr. Robert S. Langer.
Technology 275
For blood vessel engineering, Langer and Shulamit Levenberg, a

postdoctoral associate in the MIT chemical engineering department,
took a similar approach. They have achieved artificial structures that
exhibit all the characteristics and strengths of natural blood vessels. A
polymer structure is coated with cell culture that mirrors the cellular
structure of a natural blood vessel: smooth muscle cells on the outside,
endothelial cells on the inside. Although endothelial cell cultures can
be grown from a variety of sources, human stem cells provide the great-
est efficacy. After the structure is cultivated to the desired dimensions,
the vessel is pulsated with an electric pump that propels fluid at an
ideal rate and pressure.
Langer, always searching for new applications of his technology, is
working with Julie Andrews, the singer, to develop new repair tech-
niques that will restore the delicate tissues of damaged vocal cords. In
collaboration with physicians at the Massachusetts Eye and Ear Infir-
mary, researchers at the Harvard Medical School, and Mariah Hahn, an
MIT graduate student in computer science and electrical engineering,
Langer is considering three approaches to solving the problem:
injection of an elastin or collagen to improve elasticity, introducing
engineered material to replace portions of the vocal cord tissues, or
growing a new vocal cord via introduced matrices.
Dr. Shuguang Zhang, associate director of the Center for Biomedical
Engineering, is tackling similar problems using biological scaffolds
rather than polymer matrices. The self-assembly properties of human
proteins were discovered in 1993, and stimulated the research that led
to the discovery of synthesized peptides that create a biological matrix
scaffolding for cell attachment and cell-based transplants for regener-
ative medicine. The peptide gel is about 98 percent water with very
high viscosity for good support. It allows cells to move freely and
combine in 3D structures just as they would in nature. Cartilage gel,
the first application, may repair damaged cartilage, potentially pro-
viding relief to weekend athletes as well as osteoarthritis patients. John
Kisiday, a graduate student in the biomedical engineering division, is
hoping to create a gel that will transport living cartilage cells directly
into the joint and provide a supportive environment while the implant
takes hold. After it is no longer needed, the extraneous material will
simply erode away.
276 Chapter 7
Clean Water for a Billion People

Today, over 1.1 billion people do not have access to safe, clean drink-
ing water. Two and a half billion people do not have access to sanita-
tion services. Each year, 2.2 million people, most of them children,
die of illness related to unclean water, poor hygiene, or unsatisfactory
sanitation.1 These are typically the poorest citizens of developing
countries. With global population expected to increase by 20 percent
to 7.1 billion by the year 2015, the problem will only get worse.
In addition to the high mortality rate, waterborne illnesses claim
close to half the population in the developing world at any given time.2
Diarrhea, ascaris, dracunculisis, hookworm schistosomiasis, and tra-
choma are responsible for severe malnutrition that leads to stunted
physical growth, impaired cognitive development, and blindness.
Poverty manifests as a continual negative spiral for underserved com-
munitiespoor people cannot easily pay for access to clean water that
will improve their health because they are too sick to work and earn
income.
Susan Murcott, lecturer in the Department of Civil and Environ-
mental Engineering, founded the Nepal Water Project to provide onsite
water analysis and household cleansing solutions to people that need
it. Her graduate students conduct research and design experiments
during the academic year and spend at least a month in the field,
testing and applying their theories and solutions. Last year, Murcotts
students won three separate awards: the MIT IDEAS Design Com-
petition for colloidal silver ceramic filters for Nicaragua; the Lemelson
international prize for a microbial/arsenic treatment system in Nepal;
and the MIT $1K Business Idea Warm-Up Competition for very
low-cost chlorine manufacturing for water treatment systems in
Haiti.
In addition to providing the technology solutions that will clean
household water, Murcott and her students are interested in making
people become self-sufficient in their water cleansing efforts. For
example, local potters are engaged in clay vessel and filter design and
production. Similarly, community leaders are trained in appropriate
hygiene behavior and learn about the dangerous health effects of
1. World Health Organization, UNICEF, Water Supply and Sanitation Collaborative

Council, Global Water Supply and Sanitation Assessment 2000 Report, 2000, www.unicef.org
2. Ashok Gadgil, Drinking Water in Developing Countries, Lawrence Berkeley
National Laboratory, Environmental Energy Technologies Division, 1998.
Technology 277
contaminated water so they can provide education and local support

throughout the year.
Murcott emphasizes that no single technical solution will work for
all regions. Sustainable treatment programs must address the specific
purification needs of local water and support the cultural norms of the
community. However, all solutions share the following characteristics:
Perform well technicallyconsistent particle removal to reduce
turbidity and microbial (bacteria, virus, protazoa, helminth) removal at
acceptable levels
Low-costnot more than USD 315 per household per year
Socially acceptablegender sensitive, acceptable taste, e.g., minimal
chlorine residue
Locally available and appropriateparts and systems from accept-
able materials that can be easily distributed, especially to rural areas
Simple to usetransferable to illiterate users
NO ELECTRICITY REQUIRED!3
One of the difficulties of treating water in the field is identifying the

composition and level of contaminants in the water. Typical diagnos-
tic processes depend on incubating water with a substrate for at least
24 hours. Most incubators require plentiful electricity, which violates
the most emphatic rule. To solve this problem, Murcott teamed with
Amy Smith, who won the Lemelson-MIT Student Prize for Innovation
and Invention for her laboratory incubator. Smiths design maintains
temperature via phase-change material without the need for electricity
or electronic parts.
Typically, household water cleaning systems that meet these qualifi-
cations are contained within simple, spigot vessels, usually produced
locally from plastic or pottery. (See figure 7.1.5.) Filtration systems are
comprised of at least two containers that hold various sand aggregates
or fibrous material that trap impurities as the water transfers from one
well to the other. Most sand filters are easily maintained by simply stir-
ring the top 5 cm of sand, breaking up the biofilm layer that forms
through use, and replacing the highly turbid water that results with
relatively clean water. There is no incremental cost or labor associated
with filter cleaning. (See figure 7.1.6.)
3. Susan Murcott, lecturer, MIT Department of Civil Engineering and Environmental

Science and Director of the Nepal Water Project, interview November 2001.
278 Chapter 7
Figure 7.1.5
Making water filtration units.
Figure 7.1.6
Water filtration units.
Technology 279
Figure 7.1.7
Arsenic removal system.
The arsenic removal system shown in figure 7.1.7 is comprised of

three vessels. Contaminated water is poured into the top portion con-
taining course sand and iron nails. The water flows to the second stage
containing fine sand and charcoal. Finally, the clean water is collected
in the bottom chamber. This relatively simple and elegant design meets
the core criteria and effectively removes 98 percent of arsenic concen-
trations of 300 parts per billion, bringing the level to internationally
accepted levels of 0 to 5 parts per billion.
Solar disinfection systems use solar ultraviolet and thermal radiation
to purify water in clear plastic bottles that are filled and left in the sun
for at least 48 hours. Estimating that each person requires 10 liters of
water per day, a family of five will have 75 1-liter bottles in transit over
3 days. While a bit cumbersome, this method is simple, inexpensive,
and requires no chemicals. Murcotts students are concentrating on
the variations in diurnal temperatures in different climates as well as
280 Chapter 7
whether bottle materials can be enhanced through insulation or other

materials to increase the temperature of water in the bottles.
Chlorine is an effective water cleanser. A few drops added to a bucket
of contaminated water will clean it to acceptable drinking levels in a
few minutes. Residual chlorine taste and availability of the chlorine
itself are the greatest obstacles to this method. In Nepal, powdered
chlorine bleach is available only as an import from India, making an
inexpensive and consistent supply nearly impossible.
However, a portable machine that generates sodium hypochlorite
from local salt and tap water may provide an acceptable solution and
build a cottage industry for local communities. Because the machine
requires an adequate supply of electricity, production facilities should
be established in central locations, probably cities. Establishment of
supplier and distributor networks is planned to ensure efficient deliv-
ery to local and remote dealers, NGOs, hospitals, and centralized water
treatment plants, thus creating an economic boost while solving a social
problem.
Low-Cost Eyeglasses
Saul Griffith, doctoral candidate in the MIT Media Lab and technology
history buff, solved a nagging problem using technology that is over 140
years old. While on a volunteer mission to provide people with free
glasses in Guyana, Central America, Griffith and his colleagues felt with
increasing frustration that their efforts werent really solving the pro-
blem. We could determine the right prescription using portable diag-
nostic equipment and that was okay. But then we had to search through
boxes of donated glasses to find something close to the solution.
Previous attempts to solve this problem had focused on creating
water-filled lens that are pressurized to achieve the desired refraction,
but these proved unsatisfactory because of the high manufacturing
complexity and weight of each pair of glasses, as well as the fact that
the multiple interfaces led to many internal reflections in certain light-
ing conditions. The range of correction was also limited and would not
correct for astigmatic error. Griffith reversed the standard approach
such that the complex flexible surface became the mold, not the final
product. By modifying this technique, he was also able to produce arbi-
trary mold surfaces programmatically that included astigmatic and
even progressive lenses. All of this was fitted into a portable device that
produces a plastic lens of uncompromised quality to specification in
about 10 minutes.
Technology 281
He partnered with two Harvard Business School students to found a

company called Low-Cost Eyeglasses and won the HBS Social Enter-
prise Business Plan Contest in March 2001. The business model aims not
only to improve the vision of billions of people but also to create entre-
preneurial opportunities for people who live in developing economies.
Forecasting the Impact of Advancing Technology
These brief descriptions leave unanswered the question of exactly how

and when these kinds of technologies will impact the commercial
world. Many of these technologiesperhaps halfwill never reach the
market at all. They will prove to be technically infeasible, or there will,
in the end, be no real need for them. Unfortunately, we have no way
of knowing, ex ante, which half will prove to be the ones that do make
it to the market. Predicting their likely impact is even harder. Recall
ADLs famous prediction that the entire world market for the computer
was likely to be less than ten unitsor the skepticism with which the
telegraph was initially greeted. Really important, world changing tech-
nologies have a history of being used in ways that no oneleast of all
their inventorsreally expected. Who would have predicted that the
teenage market would be critical to the development of wireless com-
munications?
Nevertheless, we speculate below on the four ways in which we
believe that these technologies will change the world: on their impli-
cations for the firms and industries for whom these technologies are
likely to be disruptive, for the privacy and security of individuals,
for the global structure of production and distribution, and, finally, for
the changing strategic role of technology inside the firm.
The Disruption of Firms and Industries

The technologies that we have discussed are likely to have their most
obvious impact on those individual firms whose business models and
product lines they threaten to replace. While the collapse of the Inter-
net bubble has made it less fashionable to worry about disruption,
significant technological shifts have a history of creating very signifi-
cant problems for established firms. IBM and Digital Equipment did
not make money from the PC revolution: Intel and Microsoft did. Even
in the much maligned case of the Internet, it is clear that many indus-
triesnotably travel and financial serviceswill never be the same
again. The kinds of advances in IT, in the life sciences, and in
282 Chapter 7
nanotechnology that we have discussed above are likely to have simi-

larly dramatic competitive consequences.
In IT, it is already clear that a move to embedded, mobile comput-
ing based around an open architecture presents the business models of
many of the current industry leaders with tremendous challenges. The
collapse in telecommunications stocks and Microsofts announcement
of its .NET architecture are symptoms of this uncertainty.
In the life sciences, a move to personalized medicine and the devel-
opment of therapies that are targeted to an individuals genotype
would run directly counter to the pharmaceutical industrys current
focus on the development of blockbuster drugs. Will the major phar-
maceutical firms be able to cover their research and development costs
if there are many more drugs, each selling to a much smaller popula-
tion? Will the considerable skills they have developed in marketing and
sales be rendered obsolete by the new technologies? Will diagnostic
laboratories be disintermediated when lab-on-a-chip technology pro-
vides immediate feedback on a patients condition?
The new materials and the move to nanotechnology open similar
questions. Du Pont, for example, has announced a major commitment
to biologically based materials as a long-term replacement for their
petrochemically based business, but such a switch will make many of
their existing competencies obsolete, and presents the firm with very
significant organizational challenges.
The flip side of these concerns, of course, is that the new tech-
nologies will open up enormous opportunities for newly founded,
entrepreneurial firms. Truly ubiquitous computing coupled with the
widespread deployment of integrated micro sensors will probably lead
to an order of magnitude increase in the amount of available informa-
tion. The ability to instantly obtain this information will launch new
service lines and may even create new industries in manufacturing, dis-
tribution, data mining, and analytics and a wide range of security and
privacy applications.
The Impact on Individuals

These technologies are also likely to have a very significant impact on
us all as individuals. The initial rumblings about the importance of
individual privacy that have surfaced around the Internet and around
the increasing consolidation of commercial data banks are likely to
become a shout. The technology will soon be available to link nearly
Technology 283
every data base on earth; to have that information instantly available

at any point; to track every transaction, and even every movement of
every connected individual. Such power has an obvious potential
for abuse. How much do you wish others to know about you? How
vulnerable is your life if much of it is instantly visible to possibly
unauthorized eyes?
Advances in medical technology will raise similar concerns. There
has already been much discussion about the pros and cons of genetic
screening: do you want your employer to know that you have a genetic
susceptibility to depression? If a company knows an employee is
predisposed to a fatal illness, can it compel that person to undergo
preventative therapy? But it will very soon be possible to implant a
sensor that will transmit detailed data about your moment to moment
physiological condition to . . . your employer? Your estranged wife?
The technologies of the next twenty years are not out there. They
will not happen somewhere else. Their small size and their ubiquity
will make them truly pervasive, and this ubiquity will bring with it
either a vigorous and sustained conversation about the appropriate
use of information or an extension of control and the associated oppor-
tunity for abuse that will have transforming implications for our
society.
From a more optimistic perspective, these new technologies have the
potential to significantly increase our quality of life. Better therapies
will bring obvious benefits, but it may be that the biggest benefit we
can expect is that local, embedded, micro sensors will give us a better
idea of where our time is going and of how we are reacting, physically,
to what we are doing. Perhaps the next wave in technological devel-
opment will help us become a significantly less stressed, more aware
society.
The Global Structure of Production

Third, there is the possibility that these technologies will change the
very structure of firms and organizations. We have already seen that
recent advances in telecommunications have made it possible for ten-
person firms to become truly global in a way that would have been
unthinkable twenty years ago. It may be that the new technologies will
only accelerate this trend. As products and machines become very
small, production and distribution may become very local. This may
preclude the need for large-scale and expensive factories and could
284 Chapter 7
encourage companies to establish a larger number of smaller facilities.

Will organizations become more decentralized and therefore smaller?
They might.
However, implementation of the Semantic Web and corresponding
device development will allow companies to control ever increasingly
large volumes of information, support huge employee bases, and
potentially capture even greater market share. Will emerging eco-
nomies of scale in data management remove the limits to growth and
encourage formation of monolithic companies? Will we see a world in
which the consolidation of economic power into a few very large firms
continues? We might.
There is also a real possibility that these new technologies may open
up qualitatively different development paths for some of the develop-
ing economies. Does the move toward small-scale, low-energy prod-
ucts open up the potential for broader application? Will developing
countries exploit future research, development, and production oppor-
tunities to leapfrog over the established competition? We know that
cellular phone technology in South America and wireless infrastruc-
ture in China exceeds the U.S. standard. In many ways, developing
countries are well positioned to participate in the next wave of tech-
nological innovation and production. The move toward small scale,
and low-energy products may open up the potential for broader appli-
cations, further expanding the potential market. New fabrication faci-
lities to manufacture new devices and tiny machines will be built in
areas with low-cost land and labor forces. Research, development, and
production opportunities abound. A significant percentage of nano-
technology researchers, for example, are from rapidly developing
economies. If they return en masse to their countries, expertise in
advanced technology will migrate with them. Can the new techno-
logies have a significant impact on the quality of life for the billions
of the worlds inhabitants who are so much less fortunate than we
are?
A Changing Strategic Role for Technology?

Lastly, we predict that the days when technology could be safely left
in the hands of R&D are over, if they were ever here. The work that is
in the labs now has truly startling potential. If there are real interac-
tions between the three streams of work, between advances in com-
puting, biology, and the science of the smalland the beginnings of
such interactions are already visiblethen they will have advances that
Technology 285
no one can predict. The innovative networks that we see now between
the public and private sectors and between large and smaller firms are
likely to become increasingly important and increasingly pervasive.
Making decisions as to which technologies to invest in internally, which
externally, and which to simply watch will become increasingly
costly and increasingly important.
The returns to managing technology strategically, to being fully
aware of what is likely to happen, and to having thought through how
the organization will respond to the future while simultaneously main-
taining the ability to run conventional businesses continuously in an
appropriate way will be enormous.
Some organizations are already experimenting with the appointment
of a Chief Innovation Officer and with integrating technology much
more closely into the strategy of the firm. These are clearly important
steps and we expect that they will become commonplace. However, we
suspect that they may not be enough. Twenty years from now sophis-
ticated technological literacy will be as central to the CEOs job as finan-
cial literacy is now, and technology will have transformed the world in
ways in which we have not even begun to imagine.
Conclusion: Implications for Sloan and for Management Education
What implications for the future of management education can be

drawn from this very brief and necessarily highly selective account
of the ways in which science and technology might evolve and of the
implications that such evolution will have for people and organizations?
Our work suggests that it will be increasingly critical for managers
to develop at least a basic technological and scientific literacy: to have
a sense for what science and technology can do and for the problems
and opportunities that they create. But we suspect that our results also
suggest something both more subtle and more complex than this.
They suggest that successful managers will come increasingly to
manage science and technology as an integrated part of an increasingly
complex and interconnected world: to understand how social and
human systems both shape and are shaped by technology, and to
attemptin what will surely be one of the great challenges of this
centuryto ensure that advances in science and technology benefit not
only their own organizations but the larger world of which we are all
a part. It is our hope that the MIT Sloan School will play a leading role
in preparing managers for this challenging but critically important role.
286 Chapter 7
Sources
http://oxygen.lcs.mit.edu
http://web.mit.edu/lms/www/research.shtml
http://web.mit.edu/tdp/www
http://web.mit.edu/cheme/langerlab/langer.html
MIT News, 28 March 2002
MIT Tech Talk, 17 July 2002
http://therics.com/
Scientific American, Special Issue, September 2001
Technology Review, May 2002
7.2 Technology Panel
Discussion
Several MIT scientists and engineers underscored the importance of

linking management and technology in the lab, at the earliest stages of
the development process.
Provost Robert Brown pointed out that collaboration across acade-
mic departments has been a hallmark of MIT since its early days. At
most universities, academic departments are like castles in Scotland
each self-contained and defensible, but not well positioned for collab-
oration among the fiefdoms they protect. At MIT, faculty move outside
their academic structures to do interdisciplinary research. This tra-
dition dates back at least as far as the interdisciplinary labs that helped
develop radar systems and other critical technologies during World
War II. The Media Lab is a current, highly visible example of this
tradition. So is the Nanotechnology Lab. Research goes on here that
wouldnt have existed in a traditional academic environment, Brown
said.
Brown also described the organizational impact of complex technol-
ogy on MIT. Just as the world is becoming more interconnected, orga-
nizations like MIT are becoming more interconnected. Complex new
technologies draw on and have implications for many disciplines. This
interconnectedness is at odds with the tendency toward specialization.
MIT uses a research center approach to create structures that encour-
age collaboration across what were the feudal castles of traditional
academic disciplines.
But this issue of local fiefdoms versus global connection is far more
than just an academic phenomenon. Professor Rebecca Henderson
noted that all organizations have the issue of local silos that conflict
with the need to create connected, mutually-optimized global solu-
tions. And when Kofi Annan spoke of the need for more understand-
ing and inclusiveness, he was talking about breaking down the barriers
288 Chapter 7
that separate the far-flung cultures of the human race. Finally, the fun-
damental fact that the constituencies are broadening speaks to the
reality that leaders of every local culture, corporation, or academic
department must connect with a broadening array of others.
One issue becoming more pressing and prevalent is about how to take
the fruits of technology and make them relevant to people who are not as
fortunate as we are. Henderson said: In the next ten years, there will be
an increasing effort to link our enormous resources to help those who
dont have enough food to eat or clean water to drink. Inventions such
as MIT Professor Susan Murcotts water cleansing solutions demon-
strate how technology can help solve such world problems.
Technology also has an important role to play in the fight against
world hunger and disease. For example, Professor Susan Lindquist
described work to add vitamin A to rice. Thousands of preschool
children in developing countries go blind from vitamin A deficiency, a
problem that could be averted if common staple crops were nutrition-
ally more complete. Although genetically modified foods have their
own ethical issues, the potential to improve nutrition or reduce hunger
(by improving yields) should not be ignored.
The idea of adding vitamin A to rice prompted the question whether
a scientific advancement, like the addition of Vitamin A to rice, can be
distributed to the world when it was created by a for-profit company.
Lindquist addressed this point, and the related notion of whether com-
panies should be able to get patents for genetic discoveries. Lindquist
said that until recently she was against patents. But then she talked
with drug companies and learned that they were not developing a new
discovery because the discovery was in the public domain. Because it
was in the public domain, it presented no competitive advantage for a
drug company to develop it. Lindquist said that new incentive pro-
grams were needed to get the best minds working on these pressing
problems. There must be other ways than just a small number of
individuals making millions while the others are left in the dust,
Professor Lindquist said. Creating consortiums of companies was one
suggestion. Another was to develop a profit motive that would work
in the third world.
Professor Lindquist also described the sheer joy and intellectual
exuberance of figuring out how life works. Hundreds of millions of
years of biological evolution have created some amazing materials.
Nature allows for flexibility, and a diversity of new structures can be
invented which will profoundly affect our lives, Professor Lindquist
Technology 289
said. There is tremendous power in the material world. Consider the

protein that forms spider silk. A spider web looks gossamer, but its
tensile strength exceeds that of steel. A roll as thick as a pencil can stop
a 747 airplane. Learning to harness this power of proteins will change
the world.
Similarly, the human genome project is not only teaching us about
ourselves, but it is reinforcing some basic philosophic principles,
Lindquist said. It shows the brotherhood of man. We realize that we
are extraordinarily similar. The differences between us amount to
a few words changed in a book the length of Herman Melvilles
Moby-Dick.
She noted that differences between people are a natural resource for
new talents, but they also give us different susceptibilities to disease.
By exploring these differences, we can determine the precise nature of
the disease and develop therapeutic strategies that will target it. Curing
diseasesand eventually preventing diseasesfollows.
Professor Linda Griffiths description of research on Hepatitis C
illustrates another benefit of taking account of ethical issues. Some-
times it leads scientists to alternatives they might otherwise not dis-
cover or pursue. Hepatitis C is a dangerous virus that drives the need
for most liver transplants and afflicts 200 million people around the
world. Combating Hepatitis C is a research question, but even study-
ing the disease presents ethical issues. This disease is hard to study in
a test tube because liver cells in a test tube do not act like liver cells in
a live person or animal. This brings the need to study the disease in
living animals. But issues of human rights and environmental protec-
tion are expanding the list of constituencies to include animals. Many
people are opposed to the use of animals, such as monkeys, rabbits,
and mice, for biomedical experiments. Yet pharmaceutical companies
and biomedical researchers need accurate models for human diseases.
They need ways to test the efficacy and safety of new treatments prior
to giving them to people.
New biomedical breakthroughs, however, are now providing scien-
tists, drug developers, and doctors with test tube tools to combat
disease without the controversial use of animals. Griffith described
how new fabrication techniques and an advanced understanding of the
structure of the liver let scientists create a functioning synthetic liver-
like environment where liver cells behave normally. The result is a
better model for studying liver diseases, like Hepatitis C, without
infecting animals. Thus, technology can sometimes create a third path
290 Chapter 7
that alleviates the need to make a tough trade-off between the rights
of two constituencies.
Professor Rodney Brookss Project Oxygen is pushing the forefront
of computing. At the same time, computing professor Brooks is
working with management professor Rebecca Henderson to identify
viable business models for the new technology concepts being
developed.
In discussing Project Oxygen, Brooks emphasized the shift to people-
centered computing. Under Project Oxygen, the computer has the intel-
ligence and the software to focus on the person using it rather than the
current paradigm that forces the person to focus on the computer. The
intent is that people can spend less time on the technology and more
time achieving their goals.
Yet as we give technology the power to serve us better, we also give
technology more information about us. Core components of Project
Oxygen track the locations of people so that these people have any
needed files or software wherever they go. Such advances are a real
boon to virtual workers and highly dynamic work and home environ-
ments. But data on where a person is and whether he or she is working
or doing something else could be used in unethical or undesirable
ways. So too can the personal robots under development that can do
a variety of household chores and monitor people as well as physical
environments. Technology provides the power, but it does not provide
the wisdom to wield that power.
The panel members agreed that the key to dealing with these issues
and getting the maximum benefit out of new technologies is to get
managers involved early in the development process. Management
must have a deeper understanding of the technology and the potential
of the technology for returning value to the corporation and to society
as a whole. New technologies often raise ethical issues. These issues
should not be left to science alone. Rather, discussions with business
and with society as a whole need to take place, to position the tech-
nology within the context of the larger world.
Postscript: Moving
Forward
We believe the vision for the future of management practice and edu-
cation laid out in the previous chapters is compelling. The challenge
now lies in continuing the dialogue begun here, in developing this
vision, and in translating it into concrete actions. We invite you to join
us in this process.
Starting in fall 2003, we plan to organize a range of forums and work-
shops each term for MIT Sloan students and faculty to engage the
issues and themes addressed in this book directly with practitioners
who are dealing with these issues in industry and society. We invite
you to join in these discussions and add your comments and experi-
ences to the learning process. For more information on how to partic-
ipate in these sessions on-line, in person, or by having Sloan students
study how these issues are being addressed in your organization, send
us an e-mail to the address we have set up for this purpose, manage-
ment@mit.edu, and you will receive information on upcoming forums,
workshops, and other opportunities for participating in these discus-
sions as it becomes available.
In the meantime, if you have comments on the issues raised in the
book or would like to share your experiences in dealing with them,
please send them to us at the e-mail address above. We will summa-
rize the comments received and post them back to you and bring them
to the attention of our students when we discuss them on campus.
We look forward to continuing the stimulating dialogue begun here.
Contributors
Kofi Annan United Nations

Alex dArbeloff MIT Corporation
Vince Barabba General Motors Corporation
Rolf Breuer Deutsche Bank
Ellen Brockley MIT Sloan School of Management
Rodney Brooks MIT Artificial Intelligence Laboratory
Robert Brown MIT Office of the Provost
Amber Cai MIT Sloan School of Management
Giovanni Carriere MIT Sloan School of Management
Philip Condit Boeing Corporation
Andrew Cowen MIT Sloan School of Management
Joel Cutcher-Gershenfeld MIT Engineering Systems Division
Carly Fiorina Hewlett Packard Corporation
Victor Fung Li and Fung Ltd.
David Gagnon MIT Sloan School of Management
James Goodnight SAS Corporation
Linda Griffith MIT School of Engineering
Rebecca Henderson MIT Sloan School of Management
Jeff Katz Orbitz Inc.
Melanie Kittrell Merck and Company
Thomas A. Kochan MIT Sloan School of Management
294 Contributors
Susan Lee MIT Sloan School of Management

Erika Leung MIT Sloan School of Management
Susan Lindquist MIT School of Science
Lily Liu MIT Sloan School of Management
Richard M. Locke MIT Sloan School of Management
Jos Antonio Marco MIT Sloan School of Management
Donald Monson MIT Sloan School of Management
Stewart C. Myers MIT Sloan School of Management
Meg OLeary Price Waterhouse Coopers Inc.
Wanda Orlikowski MIT Sloan School of Management
Emanuele Picciola MIT Sloan School of Management
Federica Pievani MIT Sloan School of Management
Fernando Ramirez MIT Sloan School of Management
Tienko Rasker MIT Sloan School of Management
Siva Ravikumar MIT Sloan School of Management
Jessica Santiago MIT Sloan School of Management
Richard L. Schmalensee MIT Sloan School of Management
Peter Senge MIT Sloan School of Management
Lu Shen MIT Sloan School of Management
Kevin Taback MIT Sloan School of Management
Glen Urban MIT Sloan School of Management
Telmo Valido MIT Sloan School of Management
Charles M. Vest MIT Office of the President
Rick Wagoner General Motors Corporation
Leo Wang MIT Sloan School of Management
Jimmy Zhang MIT Sloan School of Management
Index
A-shares, 217 American corporate governance, 167170

ABF Euro VA, 207 American Express, 139
Abuse, U.S. corporate, 34, 2627, 34, 221 Ancona, Deborah, 105
ACA, 145, 159, 161162 Annan, Kofi, 4, 7, 27, 56, 118
Accountability, corporate, 7174 Announcements Regarding Listed
Accounting standards Companies Loan Guarantees for
in Europe, 175176, 251 Others (2000), 232
in United States, 175, 251 AOL Auto, 142
Ackerman, Josef, 192 AOL Health, 153
Acquisitions, European, 194200 Apparel Industry Partnership, 57
Activism of European institutional Argentina, age for employment and, 73
investor, 204208 Arsenic removal system, 279
Africa, investors and, 27 Asia. See also specific countries
Age for employment, legal minimum, air travel industry in, 138139
7173 economic decline in, 3
Age of Reform, new, 2728 Asset Management Companies (AMCs),
Agreement in Textile and Clothing 218, 240241
(WTO), 49 Assogestioni (trade group for Italian asset
AIC, 143, 145, 147 management industry), 208
AIM (London, 1995), 176 Athabasca Oil Sands Project, 108
Air quality, 55, 72 Atlanta Agreement, 52
Air travel industry Authorized capital takeover defense, 198
in Asia, 138139 autobytel.com, 142143
consumer power and, 133134 AutoChoice Advisor (ACA), 145, 159,
global response to, 137139 161162
strategic response to, 135137 Autofusion, 143
in Europe, 138 Automobile industry
forecast for, 139140 consumer power and, 132, 143145
Internet and, 129, 133139 global response to, 148149
structure of, 131133 strategic response to, 145148
Alexander the Great, 77 in Europe, 148149
Altersvermgensgesetz (AvmG), 203 forecast for, 149151
Amazon.com, 157 Internet and, 128129, 143149, 151,
AMCs, 218, 240241 159160
American Airlines, 135136, 139 in the Netherlands, 149
American company operating globally in 1900, 124
versus global company, 8283 structure of, 140143
296 Index
Automobile industry (cont.) Boards of directors

technology and, integrating, 101 block shareholding and, 190
trust and, 150 in China, 223224
Automotive Information Center (AIC), composition of, 36
143, 145, 147 in Europe, 189194
AutoNation, 152 in France, 189190
autonation.com, 152 in Germany, 190
autosite.com, 147 independent, 223224
AutoVantage.com, 142, 152 investors and, 170
autoweb.com, 147 in Italy, 190
AvmG, 203 management and, 3536
relevancy of, 190191
B2B online travel agents, 133 responsibilities of, 3536
B-shares, 217 in Spain, 190
Bailyn, Lotte, 9697 in United Kingdom, 191192
Ballinger, Jeff, 51 Boeing, 8183
Banks and banking regulations Boersch-Supan, Axel, 202
Basel 2 and, 181183 Boland, Beth, 96
in China Bowerman, Bill, 44
deregulation, 244246 Brain cancer treatment, 272
nonperforming loans, 239244 Brazil, age for employment and, 72
reform, 238246 Breuer, Rolf, 6, 167, 170, 251252
state-owned enterprises and, 218219, British Petroleum, 107
238239 Brooks, Rodney, 290
in Europe, 171, 181183 Brown, Robert, 910, 12, 287
in Germany, 182183 Bubble-like nature of current resource
nonperforming loans (NPLs), 218, practice, 118
239244 Buck Weaver Prize, 5, 126
in Spain, 190 Buecher.de (German company), 177
Barabba, Vince, 161164 Bundling of technology, 216
Basel 2, 181183 Business community. See also specific
Basel Committee on Banking companies
Supervision, 181 Age of Reform and, new, 2728
BAWe, 179180 boundary between click and brick
Bayerische Landesbank, 183 and, 140
BBVA (Spanish bank), 190, 192, 198 ethics, 168
Bernabe, Franco, 196 globalization and, 1921
Big Bang law (1986), 173174 public confidence in, 27
Bioinformatics, 267 regulation of, 168169
Biological computing, 267 technology and, 281282
Biotechnology. See also Life sciences waste in, 168
technology
data generated by, 267 Caesar, Julius, 77
DNA microarray techniques, 263 CalPERS, 204205
genomic sequences, quest for, 263 Cambodia, Nike, Inc. and, 4950
genotyping, 267 Cancer treatment, 272
mapping human genome, 263 Cap Gemini Ernst & Young study, 185
Black, Fisher, 2 Capital flow, 169170
Block shareholding, 190 Capital structure takeover defense, 197
Blue Ribbon Sports (BLS), 44, 46 Capitalism, American, 33
Board insulation takeover defense, Carnegie Corporation, 1
197 carpoint.com, 142, 152
Index 297
cars.com, 152 wireless technology in, 284

carsDirect.com, 142, 152 World Trade Organization and, 217218
carsmart.com, 147 China Securities Regulatory Commission
Cartilage gel, 275 (CSRC), 213215, 222223, 228, 232,
Center for Biomedical Engineering, 234236, 238, 246
275 Chlorine for water purification, 280
CEOs. See also Management; specific names Chuang, Issac, 262
compensation, 34 Citizenship. See Corporate citizenship;
corporate governance and, 26 Global citizenship
corporate responsibility and, 2536 CMS Haasche Sigle (German law firm),
European, 192193 199
leadership and, 9091 Coinvestment of human and financial
Cha, Laura, 217, 222, 234 capital, 170
Change, constancy of, 123126 Colaninno, Roberto, 196
Changhong Enterprise, 216 Collaborative investigations of fund
Chief Innovation Officer, 285 managers, 206
Child labor in Pakistan, 5052 Communications
China. See also State-owned enterprises decision-making and, 78
(SOEs) information technology, 259262
banks and banking regulations in management and, 2829
deregulation, 244246 technology and, 78, 259, 268, 284
nonperforming loans, 239244 wireless, 268, 284
reform, 238246 Compaq, 29
state-owned enterprises and, 218219, Computing. See Technology
238239 Condit, Phil, 10, 115
boards of directors in, 223224 CONSOB, 208
corporate governance in Consumer power
banking reform and, 238246 air travel industry and, 133134
emerging problems in stock market, global response to, 137139
218228 strategic response to, 135137
financial sector development and stock automobile industry and, 132, 140143
market, 214218 global response to, 148149
overview, 213214 strategic response to, 145148
state-owned enterprise listing and, discussion panel, 161164
233235 evidence for, 157
financial sector of, development of, in fully trust-based business model, 130
214218 healthcare industry and, 132, 153155
Nike, Inc. and, 46, 50 global response to, 157
stock market in strategic response to, 155157
China Securities Regulatory Internet and, 127129
Commission and, 213215, 222223 in partial trust business model, 130
financial sector development and, in pure push business model, 129
214218 trust and, 5, 130
future issues of, 228 Continental Airlines, 133, 135, 139
Hong Kong securities market and, Contracting arrangements, 102
226227 Controlled drug delivery, 272273
independent directors, 223224 Corporate abuse and scandal, U.S., 34,
institutional investors, 225226 2627, 34, 221
liquidity of marketplace, 224 Corporate accountability, 7174
listing process, 220221, 228, 230235 Corporate citizenship
retail investors, 224225 alternative models of, 4042
sophistication of investors, 224 globalization and, 78, 1723, 3944
298 Index
Corporate citizenship (cont.) Corporate takeovers, European, 194200

management and, 42 Corporate values, 2931, 34
Nike, Inc. and, 7, 5459 Corporate websites, 155
profit and, 42 Corporatization of state-owned
Sloan School of Management and, 21 enterprises, 228229
sustainability and, 2122 CorpWatch, 53
Corporate finance. See Corporate Corruption, Chinese corporate, 221
governance Cross-shareholdings, 172
Corporate goals, 9192, 106109 CSRC, 213215, 222223, 228, 232,
Corporate governance 234236, 238, 246
American, 167170 Cutcher-Gershenfeld, Joel, 8, 119
CEOs and, 26 Cyber Dialogue Inc. Survey (2001), 154
Chinese
banking reform and, 238246 Dai Xianglong (Chinese central banker),
emerging problems of stock market, 242
218228 DaimlerChrysler, 182
financial sector development and stock dArbeloff, Alex, 4
market, 214218 Debt financing, 180184
overview, 213214 Decision support systems, 2
state-owned enterprise listing and, Decision-making, communications and,
233235 78
debate about, 6 Defined contribution plans, 27
discussion panel, 251255 Deloitte Research, 204
European Delta Airlines, 133, 135136, 139
banks and banking regulations, 171 delta.com, 135
boards of directors, 189194 Deminor Rating (Belgian consultancy),
challenges, 200 192, 197
corporate takeovers, 194200 Deregulation in Chinese banking
debt financing, 180184 industry, 244246
evolving landscape of, 171 Deutsche Bank, 192, 251
institutional activism, 204208 Deutsche Brse, 173, 177180
institutional investors, 201, 208210 Deutsche Telekom, 193
overview, 171172 Developing countries, 43
public pension systems, 201204 Dewey Decimal system, 78
stock markets, 171180 Dewey, Melvil, 78
venture capital, 171, 184189 Dienst, Rolf, 177
fundamental principles of, 6 Digital Equipment, 281
lessons, 169170 Disease education websites, 155156
shareholder value and, 200 Diversity
term of, 167 current practice, 112113
trust and, 56 employees and issue of, 9398
Corporate Governance Code, 192 globalization and, 83
Corporate Governance Survey (2001), Japan and, 94
197, 200 leadership and, 94
Corporate responsibility twenty-first-century organizations and,
American companies and, 22 9398, 106
CEOs and, 2536 valuing, 9394
direct versus indirect effects and, 42 DNA microarray techniques, 263
discussion panel, 3436 Dot-com meltdown, 168, 177
sustainability and, 2122 Draghi law, 195196, 208
Corporate success, measuring long-term, DriversSeat.com, 152
35 Drug delivery, controlled, 272273
Index 299
DSW (asset management unit of institutional activism, 204208

Deutsche Bank), 192 institutional investors, 201, 208210
Du Pont, 282 overview, 171172
Durant, Billy, 124 public pension systems, 201204
stock markets, 171180
E21s, 268269 venture capital, 171, 184189
e-health consumers, 151 corporate takeovers in, 194200
Earnings forecasts, 3435 equity culture in, 193
ECOFIN Group, 202 institutional investors in
Edmunds (car valuation company), 142 activism of, 204208
Edmunds.com, 142, 147 equity of, 201
Eitel, Maria, 52 issues of, open, 208210
Employees pension reform and, 201204
age for employment, minimum, 7173 rise of, 201204
diversity issue and, 9398 Internet and market in, 149
Gen Y, 9798 IPOs in, 177, 187189
human capital, 89 public companies in, 187189
labor costs versus human assets, 8889 public pension systems in, 201204,
labor force scarcity and, 98101 209
productivity and, 103 stock market in
quality performance and, 103 accounting standards and, 175
in twenty-first-century organizations, Big Bank law and, 173174
8889, 9398 continent connection and, 175176
work-family integration and, 9596 euro and, 174175
EM.TV, 177, 179180 London Stock Exchange and, 172176
Encompassing model of corporate market enforcement and, 179180
citizenship, 4041 Neuer Markt, 176178
Enron, 26, 223, 252 Regulatory alignment and,
Environmental devices (E21s), 268269 178179
Equity culture, 193 European Commission, 172
Equity gap, 184 European Takeover Directive
Ethics, business, 168 (European Commission), 172, 198200
Euro, 174175 European Union, 175, 200, 251
Euro STOXX 50, 197198 Expedia, 138139
Euronext, 176 Eyeglasses, low-cost, 280281
EURO.NM (Brussels), 177
Europe. See also specific countries Fair Labor Association (FLA), 57
accounting standards in, 175176, 251 FareWatch emails, 136
acquisitions in, 194200 FDA, 272
air travel industry in, 138 Federal Supervisory Office for Securities
automobile industry in, 148149 (BAWe), 179180
banks and banking regulations in, 171, Fiorina, Carly, 4, 78, 119, 255
181183 FLA, 57
boards of directors in, 189194 Fondiaria (Italian insurance company),
CEOs in, 192193 208
corporate governance in Footwear industry, athletic, 44, 4749. See
banks and banking regulations, 171 also Nike, Inc.
boards of directors, 189194 Ford Foundation, 1
challenges, 200 Ford Motor Company, 107, 145
corporate takeovers, 194200 Ford, William Clay, 107
debt financing, 180184 ford.com, 152
evolving landscape of, 171 FordDirect.com, 143, 152
300 Index
Foreign banks in China and deregulation, Globalization

246 business communitys engagement in,
Forvaltning, Odin, 206 1921
France corporate citizenship and, 78, 1723,
boards of directors in, 189190 3944
companies in third world countries and, diversity and, 83
73 Global Compact initiative and, 7, 20,
public pension spending in, 202 2223, 5657
Frankfurt Stock Exchange (FWB), 178179 HIV/AIDS case and, 18, 2122
Friedman, Milton, 40 management education and, 5859
Fuel cells, 265 networked organization and, 89
Fully trust-based business model, 130 Nike, Inc. and
Fung, Victor, 6, 167, 170, 252253 perils of, 4954
FWB, 178179 promise of, 4449
response to, 5459
GAAP, 175, 251 openness and, 2021
The Gap, Inc., 57 perils of, 4954
GDP, 19, 185, 187, 201202, 244 promise of, 4449
GE, 205 trust and, 1819
GEM, 185, 187 GM, 5, 123126, 145, 159, 161162
Gen Y, 9798 GMBuyPower.com, 143, 152
Genentech, 271 GNP, 168
General Electric (GE), 205 Goals of company, 9192, 106109
General Motors (GM), 5, 123126, 145, Goldman Sachs, 204
159, 161162 Good Corporate Governance (Codigo
Generally Accepted Accounting Olivencia), 190
Principles (GAAP), 175, 251 Goodnight, James, 8, 117
Genghis Khan, 77 Governance. See Corporate governance
Genomic sequences, quest for Great Britain. See United Kingdom (U.K.)
determining, 263 Griffith, Linda, 289290
Genotyping, 267 Griffith, Saul, 280
Germany GSK (pharmaceutical company), 156
banks and banking regulations in, Gupta, Amar, 262
182183
boards of directors in, 190 H21s, 268269
European Takeover Directive and, 199 H-shares, 217
Neuer Markt in, 176180, 188, 252 Haffa, Florian, 179180
Old-Age Dependency ratio in, 202 Haffa, Thomas, 179180
public pension system in, 202203 Hamad-Schifferli, Kim, 267
stock market in, 178180 Handheld devices (H21s), 268269
Germenshausen, Kenneth J., 272 HBS Social Enterprise Business Plan
GetThere.com, 133 contest, 281
Global Alliance for Workers and Health monitor (implanted microchip
Communities, 57 devices), 264
Global citizenship, 32 Health and safety problems in Vietnam,
Global Compact initiative, 7, 20, 2223, 4950, 5354
5657 Healthcare industry
Global company versus American consumer power and, 132, 153155
company operating globally, global response to, 157
8283 strategic response to, 155157
Global Entrepreneurship Monitor (GEM), e-health consumers and, 151
185, 187 forecast for, 157159
Index 301
HMOs and, 153154, 157158 Indonesia, low wages in, 5051

infomediaries and, 151 Industrial Revolution, 77, 118
insurers and, 158 third, 260
Internet and, 128129, 153157 Infomediaries, 151
MCOs and, 157158 Information technology, 259262
pharmaceutical companies, 151, 153, network grids, 261
155158 neural networks, 262
regulation in, 157158 quantum computing, 262
structure of, 151153 Informational Revolution, 77
Healthcare Management Organizations Innovation, scientific, 910, 123126. See
(HMOs), 153154, 157158 also Technology
Healthcare professionals websites, 156 Insider trading, 177180
Henderson, Rebecca, 9, 287288 Institutional Investor research, 195
Hepatitis C research, 289 Institutional investors. See Investors
HER2, 271 Insurers, healthcare, 158
Heraclitus, 125 Intel, 281
Herceptin (monoclonal antibody), 271 Interest rates, deregulation and
Hertz Corp., 139 unliberalized, 245
Hewlett, Bill, 29 International Accounting Standards
Hewlett-Packard (HP), 2931, 119 (IAS), 175176, 251
High net worth individuals (HNWIs), International Monetary Fund, 202
185186 International Program for the Elimination
HIV/AIDS case, 18, 2122 of Child Labor (IPEC) (ILO), 52
HKSE, 226227 Internet. See also specific companies and
HMOs, 153154, 157158 websites
HNWIs, 185186 air travel industry and, 129, 133139
Hock, Dee, 119 automobile industry and, 128129,
Hong Kong Stock Exchange (HKSE), 143149, 151, 159160
226227 bubble, bursting of, 3, 168, 177
HP, 2931, 119 consumer power and, 127129
HP Way, 29 corporate websites and, 155
Huabao (Chinese company), 233 discussion panel, 161164
Human capital disease education websites and, 155156
coinvestment of, 170 European market and, 149
employees, 89 healthcare industry and, 128129,
technology and, 90 153157
in twenty-first-century organizations, healthcare professionals websites,
9192 156
Human epidermal growth factor receptor imports and, 149
2 (HER2), 271 management and, 127
Human genome, mapping, 263, 289 marketing and, 128, 130131
Human Side of the Enterprise, The Nike, Inc. criticisms and, 54
(McGregor), 85 OEM websites and, 141142
product websites and, 155
IAS, 175176, 251 small businesses before, 133134
Ibex30, 190 Super Sites and, 128, 146147
IBM, 281 third-party independent sites and,
iBreathe.com, 156 141143, 150
IBS, 141142, 144, 150 Internet Buying Service (IBS), 141142,
ILO, 43, 52 144, 150
Immelt, Jeffrey, 205 Intertainment (German company),
Imports and Internet, 149 177
302 Index
Investment styles, investor activism and Kisiday, John, 275

new, 206207 Kittrell, Melanie, 162164
Investors KMPG study, 188
Africa and, 27 Knight, Phil, 44, 46, 50, 71
boards of directors and, 170 Knowledge management, 104
Chinese Knowledge technology, 269270
corruption related to, 221 Kochan, Thomas, 8
institutional, 225226 KPN (Dutch telecom operator), 197198
retail, 224225 Krafcik, John, 101, 103
sophistication of, 224 Kvaerner (Anglo-Norwegian engineering
European institutional and shipbuilding company), 206
activism of, 204208
equity of, 201 Lab-on-a-chip technology, 282
issues of, open, 208210 Labor force scarcity, 98101
pension reform and, 201204 Lander, Eric S., 262263
rise of, 201204 Langer Lab, 272
management and, 169170 Langer, Robert S., 272273, 275
protection of stock market, 169170 Leadership. See also Management
U.S. institutional, 204205 CEOs and, 9091
value for, 9192, 200 diversity and, 94
Wall Street Rule and, 204 management and, 28
IPEC (ILO), 52 twenty-first-century organizations and,
IPOs, European, 177, 187189 9091, 104106
Italy Legal-person shares, 216217
boards of directors in, 190 Legrand, takeover of, 193
financial system of, 207208 Lehne, Klaus-Heiner, 198
institutional investor activism in, Levenberg, Shulamit, 275
207208 Library research example, 7879
mutual funds in, 208 Lieberman, Joe, 33
Old-Age Dependency ratio in, 202 Life sciences technology, 259263
public pension system in, 202 Limited liability companies (LLCs), 229
Telecom Italia takeover, 193, 195196 Lindquist, Susan, 9, 288289
Listing process in Chinese stock market,
Japan 220221
diversity and, 94 Liu Ming Kang, 243244
economic decline in, 3 LLCs, 229
Nike, Inc. and, 46 Locke, Richard, 7, 74
J.D. Powers, 145, 161 London Stock Exchange, 172176
Jefferson, Thomas, 125 Long-Term Capital Management, 181
Jiang Zeming (Chinese President), 235 Low Cost Eyeglasses, 280281
Joint stock companies (JSCs), 229 Low wages in Indonesia, 5051
Kaiser-Permanente, 109 MacArthur Foundation, 57

Kangsai Group (formerly Huangshi MacDuffie, John Paul, 103
Garment Factory), 221 McGregor, Douglas, 2, 8, 85, 88, 113, 118,
Katz, Jeff, 131, 162 127128
kbb.com, 142, 152 McKinsey study, 195
Kellys Blue Book, 142, 152 Management. See also Corporate
Kelon (Chinese company), 233 governance; Leadership
Ki-chi, Kwong, 227 boards of directors and, 3536
Kidd, Dusty, 52 challenges, 34, 7
Kirch Gruppe, 181, 183 communications and, 2829
Index 303
corporate citizenship and, 42 personalized medicine, 271

fundamentals, 26, 3031 pharmacy on a chip prototype, 272
future practices, 291 single nucleotide polymorphisms, 271
Internet and, 127 tissue engineering, 273275
investors and, 169170 MEMS, 264265
knowledge, 104 Mendelsohn, Clare, 107
leadership and, 28 Merck & Company, Inc., 155156, 162164
as lifelong learning process, 13 merckmanual.com, 155156
in network-centric world, 7881 merckmedicus.com, 156
opportunities, 34 Mergers and acquisitions, European,
science of, 127 194200
technological change and, 910 Merrill Lynch study, 185
trust and, 45 Merton, Robert, 2
values-based, 28 Messier, Jean Marie, 190, 192
Management education. See also Sloan Microelctro-mechanical systems (MEMS),
School of Management 264265
in future, 1013 Micromachines, 264265
globalization and, 5859 Microsoft, 281282
MBA degree and, 111 Millennium Development Goals, 18
Nike, Inc. and, 5859 Millennium Summit (September 2000), 18
technology and, 285 Miniaturization technology, 259, 263264,
twenty-first-century organizations and, 267
109112 Minimalist model of corporate
Management Information Systems, 2 citizenship, 4041
Management science, 2 MIT Business Idea Warm-Up
Manifesto for the 21st-Century Competition, 276
Organization, 86 MIT IDEAS Design Competition, 276
Mannesmann takeover, 196 MIT Laboratory for Computer Science,
Manufacturer Referral Sites (MRS), 144 268
Mapping of human genome, 263, 289 MIT Media Lab, 262, 267, 280
Market allocation of capital, deregulation MIT Schools of Science and Engineering,
and denial of, 245 9
Marketing. See also Consumer power; MIT Sloan School of Management. See
Internet Sloan School of Management
automation, 127 MNCs, 39, 43, 57
change and, constancy of, 123126 MobilCom, 177
innovation and, 123126 Monterey Conference on Financing for
push, 5, 127, 130131, 156, 158, 163164 Development (March 2002), 19
science and practice, 5 Morfosys (German biotech start-up), 188
science theory, 126 MRS, 144
theory Y and, 128 Mullin, Leo, 135
trust-based, 56, 163164 Multi-fiber Agreement, 49
Martin Ebner (Swiss financier), 193 Multinational corporations (MNCs), 39,
Matsudaira, Paul, 263 43, 57
MBA degree, 111 Murcott, Susan, 276277, 279
MCOs, 157158 My Years with General Motors (Sloan), 125
Medical technology Myers, Stewart, 6, 252
advances in, 270271, 283 MYOBTravel.com, 133, 135
brain cancer treatment, 272
cartilage gel, 275 N21s, 268269
controlled drug delivery, 272273 Nagasakti Para Shoes, 51
health monitor, 264 Nanotechnology, 259261, 265266
304 Index
NASDAQ (American), 177178, 252 promise of, 4449

NASDAQ Europe, 188 response to, 5459
National Association of Securities image of, 50, 52, 54, 71
Dealers, 223 interviewees, 6768
National Venture Capital Association, 187 Japan and, 46
NEAT, 55 labor relations media mentions, 6467
Neoh, Anthony, 237 management education and, 5859
Nepal Water Project, 276 manufacturing, 4647
.NET architecture (Microsoft), 282 market share, 45
the Netherlands relations with international and
automobile industry in, 149 nonprofit organizations, 5657
institutional investor activism in, 206 responses to criticisms
public companies in, 188189 monitoring of suppliers, 5556
public pension system in, 203 new staff and training, 55
venture capital in, 186 relations with international and
Network devices (N21s), 268269 nonprofit organizations, 5657
Network grids, 261 sales and revenue, 60
Network-centric world, 7881 South Korea and, 4647, 49, 51
Networked organization suppliers, 4749, 5557, 6163
globalization and, 89 Taiwan and, 4647, 49
twenty-first-century organizations and, Thailand and, 46
7783 trust and, 45
Neuer Markt, 176180, 188, 252 Vietnam and, 4950, 5354
Neural networks, 262 Nippon Rubber, 46
New Environmental Action Team Nixon shock, 46
(NEAT), 55 NMAX (Amsterdam), 176177
New Fortune report (2001), 232 Nokia, 198
New York Stock Exchange (NYSE), 27, Nonperforming loans (NPLs), 218,
169, 251 239244
NFO Plog Research, 131 Northwest Airlines, 135
NGOs, 5052, 54 Nouveau Marche (1996), 176
Nigeria, Shell Oil Company and, 22 NPLs, 218, 239244
Nihon-Koyo (Japanese shoe Nuevo Mercado (Madrid), 176
manufacturer), 46 Nuovo Mercato (Milan), 176
Nike, Inc. NYSE, 27, 169, 251
boycotts of, 54
business model of, 46 OAD ratio, 202
Cambodia and, 4950 Occupational Safety and Health
China and, 46, 50 Administration (OSHA), 55
Code of Conduct, 5455, 59, 6870 OECD nations, 43, 213, 243
corporate citizenship and, 7, 5459 OEM websites, 141142
criticisms of Old-Age Dependency (OAD) ratio, 202
child labor in Pakistan, 5052 OLeary, Meg, 8, 115118
health and safety problems in Vietnam, Olivetti, 195196
5354 Onitsuka Tiger (Japanese shoe
Internet and, 54 manufacturer), 46
low wages in Indonesia, 5051 Online pharmacies, 151
discussion panel of case of, 7174 Openness, 2021, 31
footwear industry and, 44, 4749 Opodo (website), 138
footwear quotas and, 47, 49 Orbitz.com, 131, 135, 140, 162, 164
globalization and Organizational change, 10, 112
perils of, 4954 Organizational structure, 7778, 8586.
Index 305
See also Twenty-first-century Public pension systems, European,

organizations 201204, 209
Organizational theory, 85 Pure push business model, 129
Orlikowski, Wanda, 8, 103 Push marketing, 5, 127, 130131, 156, 159,
OSHA, 55 163164
Oslow Stock Exchange, 206 PWC, 8, 56, 115117
Packard, Dave, 29 Quality performance, 103

Pakistan Quantum computing, 262
age for employment and, 7273 Quotas
child labor in, 5052 Chinese state-owned enterprises, 233
Pan-European EASDAQ, 177 footwear, 47, 49
Pangarkar, Anirudha (Sunil), 107 garments, 49
Partial trust business model, 130
PBOC, 219, 245 Regulatory agencies, 92
Pension systems, European, 201204 Regulatory rigidity and deregulation,
People. See Employees 245
Peoples Bank of China (PBOC), 219, 245 Repurchase of own shares takeover
Persistent sensing technology, 265 defense, 198
Personalized medicine, 271 Responsibility. See Corporate
Pervasive computing, 268, 270 responsibility
Pfizer, 155 Retail investors, 224225
Pharmaceutical companies, 151, 153, Return on assets (ROA), 231
155158 RewardOne program, 133
Pharmacy-on-a-chip prototype, 272 ROA, 231
Phenotypes, 271 Rongsheng (Chinese company), 233
Philanthropic model of corporate Ronji, Zhu, 236237
citizenship, 4041 Royal Philips Electronics, 206
Philippines, age for employment and, 73 RWNM, 179
Pinault, Francois, 192 ryanair.com, 138, 140
PIPE (process for selling publicly traded
shares), 188 Sachs, Emanuel, 264
Poverty and security, 33 Safety, Health, Attitudes of Management,
Power generation technology, 264265 People Investment and Environment
Press for Change, 51 (SHAPE) program, 5556
Price discrimination, 127 Saga (Nike, Inc. supplier), 52
Price WaterhouseCoopers (PWC), 8, 56, SAR market, 226
115117 Sarbanese-Oxley bill, 169
Priceline.com, 135, 139 SAS Institute, 8, 117
Product websites, 155 Scandal, U.S. corporate, 34, 2627, 34,
Production, technology and global 221
structure of, 283285 Schein, Edgar H., 17
Productivity and employees, 103 Schneider Electric, 193
Proft and corporate citizenship, 42 Scholes, Myron, 2
Project Oxygen (MIT), 268, 270, 290 Science of the small, 259, 263264, 267
Proxy Project Report (U.S. Department SEAQ, 173
of Labor), 205 SEC, 177178
Public companies, European, 187189 Securities Law (CSRC), 222
Public focus lists of fund managers, Securities market. See Stock market
206 Securities violations, cracking down on,
Public Offering and Listing Review 179186
Committee (CSRC), 234 Security and poverty, 33
306 Index
Seed funding, shortage of European, 171, Stacey, Mike, 136

184187 Stakeholders, 9192
Semantic Web, 269279, 284 State Economic and Trade Commission
Semantics technology, 269270 (SETC), 241
Senge, Peter, 89, 118119 State shares, 216
Sept. 11, 2001, terrorist attacks, 34, 18 State-owned enterprises (SOEs)
SETC, 241 banking industry and, 218219, 238239
Shanghai securities exchange, 215, 222, corporatization, 228229
227, 236 corruption in, 221
SHAPE program, 5556 dilution of, 235237
Shareholders. See Investors listing process, 220221, 228, 230235
Shell Oil Company, 22, 107 ownership structure of, 215217
Shenzhen securities exchange, 215, reform, 213214, 230239
221222 zhuada fangxiao and, 235
Silicon Valley, 186 State-Owned Non-Profit Organization
Single nucleotide polymorphisms (SNPs), (SONPO), 217
271 Stock Exchange Automated Quotations
Site59.com, 135137 (SEAQ), 173
Sloan, Alfred P., 1, 78, 123125 Stock market. See also specific markets
Sloan School of Management analysts, 35
accomplishments of, 13, 17, 25 bubble, 168
convocation of Chinese
implications for the future of China Securities Regulatory
management education and, 1013 Commission and, 213215, 222223
overview, 34 financial sector and, 214218
themes of, 410 future issues of, 228
corporate citizenship and, 21 Hong Kong stock market and,
creation of, 1 226227
General Motors and, 123, 125126 independent directors, 223224
management educations future and, 10 institutional investors, 225226
neural networks and, 262 liquidity in marketplace, 224
organizational structure research and, 86 listing process, 200221, 228,
World Economic Forum and, 20 230235
Small businesses, pre-Internet, 133134 retail investors, 224225
Small- and medium-sized enterprises sophistication of investors, 224
(SMEs), 245 cross-shareholdings and, 172
Smith, M., 205 European
SNPs, 271 accounting standards and, 175
Social activist model of corporate Big Bang law and, 173174
citizenship, 4042 continent connection and, 175176
Society of Organizational Learning, 8 euro and, 174175
Sodium hypochlorite generator, 280 London Stock Exchange, 172176
SOEs. See State-owned enterprises market enforcement and, 179180
Solar disinfection systems, 279280 Neuer Markt, 176178
SONPO, 217 regulatory alignment and, 178179
South Korea, Nike, Inc. and, 4647, 49, 51 in Germany, 178180
Southwest Airlines, 135, 140 GNP and, 168
Spain insider trading, 177180
banks and banking regulations in, 190 investor protection and, 169170
boards of directors in, 190 securities violations and, cracking down
corporate takeovers in, 197 on, 179186
public pension system in, 203 stock ownership and, 27
Index 307
in United Kingdom, 172176 mechanistic versus integrative

in United States, 168170 perspective, 90
Stoiber, Edmund, 181 medical
Success of company, measuring long- advances in, 270271, 283
term, 35 brain cancer treatment, 272
Super Sites, 128, 146147 cartilage gel, 275
Sustainability, 8, 2122, 107, 118 controlled drug delivery, 272273
Switzerland, public pension system in, health monitor, 264
203 personalized medicine, 271
SWX New Market (Zurich), 176 pharmacy on a chip prototype, 272
single nucleotide polymorphisms, 271
Tae Kwang Vina Company, 53 tissue engineering, 273275
Taiwan, Nike, Inc. and, 4647, 49 nanotechnology, 259261, 265266
Targeted stock placement takeover organizational changes and, 10
defense, 198 persistent sensing, 265
Taxation, deregulation and excessive, power generation, 264265
245246 production and, global structure of,
Technology 283285
automobile industrys integration of, 101 progress areas, 259261
biotechnology promising research
data generated by, 267 environmental devices, 268269
DNA microarray techniques, 263 handheld devices, 268269
genomic sequences, quest for, 263 knowledge, 269270
genotyping, 267 network devices, 268269
mapping human genome, 263 pervasive computing, 268, 270
bundling of, 216 semantic, 269270
business community and, 281282 science of the small, 259, 263264, 267
challenges, 259260 MEMS, 264265
Chief Innovation Officer and, 285 micromachines, 264265
communications and, 78, 259, 268, 284 social dimensions of, 101104
computing sources, 286
biological, 267 strategic role for, changing, 284285
pervasive, 268, 270 technical dimensions of, 101104
quantum, 262 trends, 260265
discussion panel, 287290 twenty-first-century organizations and,
eyeglasses, low-cost, 280281 90, 101104
fuel cells, 265 water sanitation, 276280
human capital and, 90 wireless, 268, 284
impact of, 259, 281283 Telecom Italia (TI), 193, 195196
individuals and, 282283 Telecom meltdown, 168
industries and, 281282 Telefonica (Spanish telecom operator),
information, 259262 197
network grids, 261 Thailand, Nike, Inc. and, 46
neural networks, 262 Theory X, 85, 118, 127
quantum computing, 262 Theory Y, 2, 85, 116, 118, 127128
interactions across three fields, Theory Z, 28
266267 thinhair.com, 156
knowledge, 269270 Third-party independent websites,
lab-on-a-chip, 282 141143, 150
life sciences, 259263 Thomas Cook (travel company), 140
management and change in, 910 Thomas, Robert, 111
management education and, 285 Thurow, Lester, 17
308 Index
TI, 193, 195196 UBS Warburg, 241242

Tissue engineering, 273275 U.K. See United Kingdom
TMV, 147 UNICEF, 52
Top-down theory, 85 United Airlines, 135
TotalFina-Elf, 198 United Kingdom (U.K.)
Towers Perrin survey, 9495 accounting standards in, 175
TRAC, 53 boards of directors in, 191192
Tradable shares, 217 institutional investor activism in, 209
Transnational Resource and Action public pension system in, 203, 209
Center (TRAC), 53 stock market in, 172176
Trastuzumab (monoclonal antibody), 271 University Challenge Fund, 186
Travelocity, 136137, 139140 venture capital in, 186
True Market Value (TMV), 147 United Nations, 17, 19, 56
Trust United States (U.S.)
automobile industry and, 150 accounting standards in, 175, 251
consumer power and, 5, 130 age for employment and, 7173
corporate governance and, 56 corporate abuse and scandal in, 34,
defined, 28 2627, 34, 221
in fully trust-based business model, 130 corporate governance in, 167170
globalization and, 1819 Department of Labor, 205
management and, 45 economic growth of, 3
marketing and, 56, 163164 institutional investor activism in,
Nike, Inc. and, 45 204205
in partial trust business model, 130 National Association of Securities
in pure push business model, 129 Dealers, 223
push marketing and, 156 public companies in, 188189
Twentieth-century organizations, 8692 September 11, 2001, aftermath and, 34,
Twenty-first-century organizations 18
communities and, 92 stock market in, 168170
current practice, 9293 venture capital in, 187
discussion panel, 115119 University Challenge Fund (U.K.), 186
diversity and, 9398, 106 Urban, Glen, 5
employees in, 8889, 9398
goals, 9192, 106109 Values, corporate, 2931, 34
governments and, 92 Values-based management, 28
human capital in, 9192 Venture capital, 171, 184189
knowledge-based work in, 85113 Viagra.com, 155
labor force scarcity and, 98101 Vietnam, Nike, Inc. and, 4950, 5354
leadership and, 9091, 104106 Vioxx.com, 155
management education, 109112 Vitamin A research, 288
networked organization and, 7783 Vivendi, 190
organizational structure of, 8586 Vodofone, 196
regulatory agencies and, 92 Voting rights
research, 8687 distortions takeover defense, 198
sustainability and, 8 institutional investor activism and, 206
technology and, 90, 101104
twentieth-century organizations versus, Wages
8692 low, 5051
work systems in, 8990 standards, 7172
Twinning (government-backed incubator Wagoner, Richard, 1, 5
in the Netherlands), 186 Wahal, S., 205
2001 American Traveler Survey, The, 131 Wall Street Rule, 204
Index 309
Wang, Xiaozu, 231232

Water sanitation technology, 276280
Weaver, Henry Buck, 126
WebMD, 153
Wellington Partners, 177
Wharton Econometric Forecasting
Associates study, 187
Whitehead Institute for Biomedical
Research, 263
Winter, Joachim, 202
Wireless communications, 268, 284
Work systems
change in, 9697
industrial versus knowledge-based,
8990
knowledge-based, 99101
transformation in, 8990
in twenty-first-century organizations,
8990
Work-family integration, 9596
World Bank, 43, 57
World Economic Forum (1999), 20
World Summit on Sustainable
Development (September 2002), 19
World Trade Organization (WTO), 1819,
49, 217218, 222, 239, 244
Wu, Elaine, 235
Wyser-Pratte (American financier), 193
Xu, Lixin Colin, 231
Yahoo!Health, 153
Yanzhou Coal, 233
Yatra.net, 133
Young, Andrew, 53
Zhang, Joe, 225, 232

Zhang, Shuguang, 275
Zhang, Weiying, 238
Zhiwu, Chen, 237
Zhu, Tian, 231
Zhuada fangxiao (releasing small and
retaining large enterprises), 235

Management. Inventing and Delivering Its Future

Uploaded by

Copyright:

Available Formats

Management. Inventing and Delivering Its Future

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Management. Inventing and Delivering Its Future

Uploaded by

Copyright:

Available Formats

Management

This page intentionally left blank

Inventing and Delivering

The MIT Press

Printed and bound in the United States of America.

Library of Congress Cataloging-in-Publication Data

2 Challenges and Responsibilities 15

2.2 Restoring Trust: Corporate Responsibility and the CEO 25

3.2 Case Discussion: Questions and Answers from Alumni 71

4 Human Capital and Twenty-First-Century Organizations 75

4.2 Beyond McGregors Theory Y: Human Capital and

4.3 Panel Discussion: Meg OLeary, James Goodnight,

5.2 Consumer Power and the Internet 127

5.3 Panel Discussion: Vince Barabba, Jeff Katz,

6.2 European Corporate Governance: A Changing

6.3 Financial Reform and Corporate Governance

6.4 Panel Discussion: Rolf Breuer and Victor Fung 251

7.2 Panel Discussion: Robert Brown, Rodney Brooks, Rebecca

Postscript: Moving Forward 291

The 50th anniversary of the MIT Sloan School of Management offers

Today, innovationboth technological and organizationalcreates

Charles M. Vest, President

Alan Greenspan recently gave a talk here in Boston on corporate

Preparation of this volume and the splendid anniversary convoca-

Transforming the richness of the dialogue and the presentations into

Richard L. Schmalensee and

were developed, drawn heavily on theoretical advances in economics.

questions as we celebrated the Schools 50th Anniversary. Our goal was

Challenges and Opportunities

It is often said that we live in a time of crisis or of rapid change. It is

What are these first principles? Three linked, overlapping themes

As Alex dArbeloff makes clear in the foreword to this book, business

of being trusted by customers and others not to exploit workers and

corporate governance. Recent corporate scandals in the United States

It is much easier to talk about trust-based marketing than to solve the

exactly how to do itmuch less how to ensure by laws and regulations

zations in civil society, whether this be NGOs, unions, or governmen-

Managers must be prepared to harness advances in science and technology

Implications for the Future of Management Education

most effectively done in context, not in isolated lectures or courses

in management decision-making if we are to guide science and tech-

the same insight to our teaching as we do in our multi-disciplinary

Over the course of half a century, the Sloan School of Management

1. Edgar H. Schein, Sloan Fellows Professor of Management Emeritus.

I like to think we are replicating that exercise on a global level, among

business on a global scale, and on the U.N.s wide-ranging work for

tectionism or, worst of all, reject global citizenship in favor of narrow

Q. Do you see a link between corporate responsibility and corporate

their families and communities. So the roles of corporations in devel-

All of us share an enormous pride as Sloan School graduates because

Restoring that faithand rebuilding that trustis what Id like to

Unlike the half-century between 1930 and 1980when 5 to 15

public trustleadership is not going to come from the government or

and write a high-minded statement of values. But we all know: It is in

anyone else, anytime. We reinforce this in interesting ways. Our board

Finally, the values that govern the boardroom should be no different

it is human capital. It is experience and knowledge, and the ability to

is clearly the boards job to oversee management and to reinforce man-

How should global corporations behave in the new international world

Corporate Citizenship in a Global Economy