In this episode of the Conscious Capitalists, hosts Timothy Henry and Raj Sisodia interview Ed Freeman, a pioneering scholar in stakeholder theory and author of "The Power of And: Responsible Business Without Trade-offs." Freeman recounts his accidental entry into business academia, emphasizing that stakeholder thinking is common sense—businesses must manage relationships with those who affect and are affected by them. He critiques shareholder value maximization as a harmful idea that has damaged employees, customers, communities, and even shareholders, and notes that even Michael Jensen, a key proponent of agency theory, has acknowledged its negative impact. Freeman argues against the short-term versus long-term distinction, urging businesses to focus on the right things in the short term, such as stakeholder value creation, which leads to sustainable success. He also clarifies that boards are not legally bound to prioritize shareholders, and that stakeholder considerations are permissible. Trust, built through relationships rather than transactions, is central to business success. Freeman discusses ESG and impact investing, proposing innovative tools like "stake options" to measure stakeholder value, and calls for rethinking executive compensation to align with leading indicators. He concludes that crises like COVID and climate change require business to contribute to societal well-being, moving beyond outdated narratives. The conversation underscores the importance of a big-tent approach to capitalism, where purpose, ethics, and stakeholder interdependence drive performance and positive impact.
Hello and welcome to the Conscious Capitalists. Hosted by two of the co-founders of the Conscious
Capitalism movement and co-authors of the Conscious Capitalism field guide from Harvard
Business Press, Rajsasodia and Timothy Henry. Each week, this podcast covers current events
and business news and Raj and Timothy's latest thinking on what it takes to build a Conscious
Capitalist Business. For more information and notes from the show, go to www.theconsciouscapitalists.com
and now, Raj and Timothy. Hello everybody and welcome to episode 13 of the Conscious Capitalists
with myself, Timothy Henry and my partner in arms and for making the world a better place
for business, Rajsasodia. Hi, Raj. Hi, Timothy. Good to be with you again and I can't
believe it's 13th episode already, the lucky 13th. I know. We were trying to wonder, should
we rename it 14 and skip 13 like some of the elevators too? I don't know. Well, beyond
those dilemmas, today we have a special guest with us, Ed Freeman. We'll do a more formal
introduction in a moment. But Ed, besides being known as the father of stakeholder theories
also the author of a new book called The Power of And, Responsible Business Without Traders.
That'll be a core of what we talk about today. So, Raj, maybe start with an introduction
of an old friend of ours. Yes, it's really a pleasure to have you on, Ed. You've been
an intellectual and a personal hero for many of us in the Conscious Capitalist Movement
for a very long time. And I'm going to ask you to share a little bit of your journey
with us shortly, but currently Ed is the Ellison Signair Olsen Professor of Business Administration
as well as a university professor at the Darden School University of Virginia. That's for
those of you who are not familiar with academia. That is about the top rank. Beyond that is heaven,
I think. University professor. So, I mean, he is just one of the most respected and eminent
scholars in any discipline in the world. And he's also been a professor of religious ethics
at the University of Virginia. Among many other things. He has numerous visiting appointments.
He's got numerous honorary doctorates and considered widely the father of stakeholder management
as an approach. And that really was dating back to the 70s when he started writing about
the subject. At a time when the shareholder dogma was taking root when Milton Friedman and
then you had, of course, Jensen and Meckling and others who were really formulating all
the theories. Around that, Ed was a voice of reason in the wilderness talking about stakeholders.
And his groundbreaking book was Strategic Management, a stakeholder approach which was published
in 1984. My introduction to Ed really happened in the early 2000s when I was working on
Ferns of Endurement. And my co-author David Wolf kept referring to Ed's work and then I started
reading into it and I said, wow, yeah, this is what we are talking about. So, and then
we, of course, got to meet Ed and he came to our first conscious capitalism conference.
So, he's just been a delight. And for those who don't know Ed at a human level, in addition
to being a world-class scholar and author and speaker, he's also a gourmet chef. He's
a black belt martial artist and he's a highly accomplished musician who has written dozens
if not a hundred or more songs in two different genres and recorded music. He's got a studio
in his home in Charlottesville where we have enjoyed many lovely evenings. So, welcome
Ed to this podcast and we really look forward to our chat today.
Thanks Raj and thanks Timothy. It's really good to be here with the two of you.
So, if you could start and just tell us about your journey, it's quite fascinating, you
know, how we end up where we are and how you ended up in the world of business schools.
Well, it was mostly luck and being at the right place at the right time. There was no
plan. I mean, I was getting PhD in philosophy and there were as usual no jobs in philosophy.
And one of the people in my committee says, "What are you going to do next year?" And I
said, "I don't know. I was maybe 22, maybe 23. I don't remember quite." And he said,
"Well, you should do postdoc." And I said, "Postdoc, great. I knew that paid. I had
grown up pretty poor in rural Georgia." And I said, "Where?" And he said, "Well, you know,
the warden." And because you're interested in this decision making stuff. I had never heard
a warden. I didn't know what it was or where it was. And so I said, "Well, what's the warden?"
And he said, "It's a business school." And I went, "Oh, you know, isn't a good one?"
And he said, "Well, it's one of the best." And I said, "Well, where is it?" And he said,
"The University of Pennsylvania, Philadelphia." And I said, "Well, I might be interested
because my girlfriend was going to pin in city planning." And so I truck off to Philadelphia,
get interviewed for this postdoc position at warden, get the position. And I have absolutely
no idea what I'm doing, no idea. The girlfriend thing worked out. Maureen, I've been married
for 43 years. And so that part of it worked out just well. And I was trying to figure out,
what is this business thing? Well, you know, even as a kind of poor kid from rural Georgia,
we knew you had to deal with the people who could affect you and that you could affect.
That seemed to me to be life 101. And in the air at warden at the time, at this research
center run by Russell Akof and Jim M. Soff and others, the stakeholder idea was there. It
was an idea that Akof had probably written more about than anybody else. And I just tried
to say, "Well, what would business be like if we took this idea seriously?" And it seemed
like complete common sense to me. In fact, when I wrote that book in '84, '84, '82, so I wrote it
basically summer '82. And I had no idea anybody would find this interesting. I didn't think
the stakeholder idea was the most interesting idea in the book. I didn't think anybody would
find it anything but completely banal and common sense. Certainly not revolutionary, certainly
not. And for the most part, no one did because no one read it. This old book has something
like 40,000 citations now. There's a lot for an act of image. And people said, "Oh, so
what's it like to have written a business bestseller?" And I tell them, I don't really know,
because they only printed 2,000 copies of the book, and we gave most of them away. So I was
just kind of in the right place at the right time. I get way too much credit as you've already
illustrated. Lots of people like Russell Akof and Ian Mitrov and my colleague Jim M. Soff
and lots of other people worked on this idea. They were really the pioneers, etc. I just
wrote a book that tried to put a bunch of stuff together as to how you'd run a company
if you took this seriously. What did I know about running a company not much? So right
place at the right time, very lucky. And what caught your attention after that? Because
over the years, you've been sort of looked to as the icon in this area. And at what point
did it start to become something for you? Well, it was always something, in part, because
in 1977, I started working, my research group started working with the telecom industry.
I know Raj has a history there as well, with the Bell companies. And they had stakeholder
problems out the Wasoo. They were trying to do rate cases. They were so efficient that
state utilities commission were making them do the efficiencies that they needed without
giving them the rate relief. We had put together a seminar for them that brought real-life
stakeholders in to train their executives to think about that. So for five years, I basically
was a consultant to other companies as well, but mostly to companies in telecom. Helping
them figure out how to deal stakeholders. So I knew this was important. But like I said
earlier, I've been pretty much a one-trick pony. I mean, I've kind of written the same
thing. Lots of different times and lots of different ways and lots of different connections.
But I still think it's an incredibly common sense idea. And it's hard to see. It means
hard to see how you can think about it differently.
I mean, look, even if all you care about
shareholder value. That's all you care about. How are you going to do it? You're going to have great
products and services, customers want to buy, suppliers want to make you better, employees who are
engaged, communities who want you there. If you do all that and you get kind of lucky, you know,
you might make money. So, you know, the world's come around in the last 43 years. So that lots of
people think this is an interesting idea now. In 1977, there weren't that many people who thought
this was interesting. Well, what strikes you now about where, you know, there's now stakeholder
capitalism, you know, it's not just stakeholder practice or theory, it's now stakeholder capitalism.
What strikes you about this moment in time that people are now sort of, you started with us
in conscious capitalism. Now you've got your own kind of capitalism, stakeholder capitalism.
Well, I don't think the label matters so much here. We were at a meeting, Roger. I think you were
you were there. I know Keptindel was there and Jeff Cherry at the White House that Tom Perez
ran about what's the right brand for this stuff? And all the people, you know, who were the
thought leaders and this stuff like Raj and Kip and others, you know, they were all there. People
from just capital, people from inclusive capitalism, people who are, you know, impact investors and ESG
investors. And you know, they're 40 of these things. And I started to think, look, it doesn't matter
what the final brand is. What matters is that there are four or five critical ideas that whatever
the revision of what we call capitalism, what I just call business, whatever that revision is,
it needs to deal with these four or five ideas like purpose and profits, stakeholders and
shareholders, business as a societal institution, as well as a market institution.
People is fully human as well as economic and putting ethics and business together.
And so, you know, I'm a big fan of conscious capitalism. I'm a big fan of inclusive capitalism.
Jay Cohn's a period of 21, just capital, impact investing. I'm a fan of all those things.
And I think it will have impact if we don't get into the, you know, my version of doing this
is better than your version of doing this. Yeah, absolutely. Some of that is inevitable, but I like
to think of this as a big tent. And if you want to call it conscious capitalism great, you want to
call it stakeholder capitalism great. You want to call it something else. I don't really care.
It is worth interesting. It is interesting to know that the so-called father of capitalism,
Adam Smith, never used the word. You know, where did we get the word capitalism? Well, it came
from Marx. And that's a lot like letting the enemy, you know, name your favorite football team.
It's not going to work out. Well, that's what it's going to turn out to be, you know, so I like
to think about capitalism has a lot of baggage to it. And you can spend endless arguments
trying to sort out what it really is. I'm really interested in how business works.
You know, and I think it works best when there's in a free society where there's property rights
and voluntary exchange and people take responsibility for what they do. Adam Smith thought the same thing.
I love that. And in your new book, The Power of End, you go into great detail on those five.
You've got a chapter on each one. You set it up and you frame it really well. And then each one
has a chapter where you went a little more detail with examples and explaining it in more depth.
And, you know, as you think about those five and, you know, I know this is difficult because
sometimes, you know, we all have children and, you know, which is your favorite child.
But if you were going to advise somebody who's beginning on this journey of the five different
areas that you spoke about, about purpose, about stakeholders, about business and society,
about the humanists of people and business and then the fifth about the ethics and values that
are important, where do you sort of begin that discussion with someone who's coming to you and say,
Ed, help me. Where do I start? Well, I mean, I don't think there's one magical place. I mean,
the, the fool's here and the most active damage make is to find the one and only one way of doing
things for all businesses at all times and all situations, under any circumstances. Business is
what we philosophers would call a family resemblance idea. We kind of know what they are,
but we couldn't define something that's conscious of all of them. That's true of all of them.
So business, business has this, you know, incredible amount of variation. A lot of companies,
if they've lost their sense of purpose, they'll start with that. A lot of entrepreneurs have
a sense of purpose, but they labor under this old story that it's all about the money.
So in that case, you'd probably start with the, if it's a small business as well,
you'd start with getting them to understand who their stakeholders are and how those stakeholders
are interdependent and how you, you can escape this idea that economists just love, that there's
always a trade-off. And so, you know, it really, it really, it really depends. I tend to favor
because there's so many misconceptions about purpose. People think they have it if they can write it
down, but you know, purpose lives in the systems, in the processes. It doesn't live on the mouse pads
and the cross stitch statement on the wall. And you really have to take apart, especially if you're
a big company, you have to take apart those systems and processes that were probably aimed at
making as much money as you possibly can. And again, look at the effects of those processes,
et cetera, on what you're trying to do with stakeholders. The other place to start is sort of
within those by trying to get people to understand that you have relationships with stakeholders.
It's not a set of transactions. And many companies still see, well, there's this transaction,
and then tomorrow there'll be another one, and the next day there'll be another one. And seeing
the world in transactional terms is very different than seeing it in relational terms. The example I
love is, if I were to go next door now where my wife, Maureen, is working. And I said, you know,
maybe I've been thinking about these last 43 years. And I think you're up three. I think you owe me three.
I'm pretty sure I know what the outcome of that would be. And it wouldn't be pretty.
She's a secretary of light belt in Taekwondo. And that wouldn't be good for me. Well, in relationships,
there's a presumption that's going to continue. And you don't keep score. You know, sometimes
you have to step back and say, wait a minute, this isn't working. We need to renegotiate the terms
or in the relationship. Of course, that happens. But you don't keep score every day. And if you have
to keep score every day, that's not really a very good relationship. We know this in our personal
lives. It seems, evidently true in business as well. I love that, Ed. And what I like about
that is that relational element brings up an interesting angle as well, which is at the core of
many relationships is trust, including our personal relationships, particular business relationships.
I trust that you're going to watch out for my interest. I trust that if I compromise today,
you'll compromise tomorrow. And at some point, this will feel equal and or at least balanced in
some kind of way. And I'm curious, you know, that idea of trust in relationships. How do you think
that applies to this idea? Well, it's complicated. As a society, we have not much trust in business.
Now, if you ask people as an institution, yet if you ask people, do you trust the businesses
that you know very well that you do business with, trust is higher. And so it's a curious thing
that we have this idea of business as this sort of, you know, drunk uncle relative
that's pretty much immoral most of the time that we talk about in kind of
hushed tones. And we wish we didn't have to. And you know, teaching business
ethics, which I do must be a short course, oxymoron, contradiction, you know,
I didn't know business had any theoretical subject. I've heard most of them.
So there's low trust in business, low trust in big business, high trust
and smaller business, but it's really a one at a time, one stakeholder at a time
idea, my take on the companies that Raj and his co-authors talked about in firms of
Endearment is these were companies that built trust with pretty much every
interaction with with their stakeholders. I'll never forget Jim Burke, who was the CEO
of Johnson and Johnson when the extra strength Tylenol poisoning happened. And eight
people were killed through no fault of Johnson Johnson Johnson. Bert took Tylenol
off the market, $500 million off the bottom line. And when he was able to
reintroduce it, he talked about, you know, he got a lot of credit, but the real
heroes here were the everyday people at J&J who built trust with customers and
suppliers and others every day in what they did. And I think that's something
that you don't hear much about from people who argue that we need to pay
more attention to shareholders. So at this idea of a shareholder value
maximization, which I think is, I say it's probably one of the most harmful and
dangerous ideas, damaging ideas that we've ever had because it has hurt pretty
much everybody. It has hurt employees definitely, if you look at worker pay,
they're just a cost to be minimized. I think it has hurt customers because we
are trying to maximize sales and do whatever we need to do to convert them into
customers and keep them as customers. It has hurt the environment, it has hurt
communities which have been abandoned in the pursuit of higher shareholder value.
So it's hurt everybody, including shareholders, lots of data at the aggregate
level that since the 1970s overall performance has actually gone down. And I
think it has been the single factor, biggest factor in damaging capitalism
itself because that language doesn't inspire anybody. That language actually
puts you, you know, in the category of somebody who's greedy and exploitative
and so forth. So I think, and I do remember distinctly a few years ago,
we were at Fordham University at a some conference and Michael Jensen was there.
And even he both spoke back to back and he basically stood up and apologized
for his life's work. He said agency theory has done more harm.
You know, the idea that managers should act as agents on behalf of shareholders.
That idea has done more harm than any other idea, you know, that we've come up with.
So I think this whole debate, we can frame it as this is proactively good for all
of our stakeholders, of course. But on the other side, that other idea
has been so harmful and has hurt everybody connected with business.
Well, I think that's, that's mostly right, Raj.
I don't mean to hurt everybody because there's some companies that haven't
managed to pull off back to Mike and shareholder value and trade offs.
But for the most part, I think you're right. I've become friends with Mike Jensen
over over the years. And of course, he has devoted the rest of his
life to thinking about integrity. Now, he has a particular stylized way
to think about that. But he, I think what he would say now is that
if you do agency theory without a sense of integrity, you're going to do harm.
He's also written about the importance of listening to stakeholders
and people who want to talk about that.
My colleague, Bobby Parmar, has done a film with Dr.
and Terry and Paul Wagner. You know, you were in the, you're in the film.
And they spent a long time with Michael Jensen and he says,
"Look, people make mistakes. Bill and I did."
And that's a fairly resounding, you know, admission from, you know,
he says, you know, stop thinking that you've got to maximize the stock price.
Well, the problem, you know, after the global financial crisis,
many finance professors said, "Well, you know, wait, wait, wait.
We didn't, we didn't mean maximize short-term share price.
We, we meant maximize long-term shareholder value."
And my response is that it's women. I'm not a positiveist.
I don't, I don't believe in this idea that, you know,
the empirical analysis of the world is all this real.
I said that most of you are. And, and the only thing that's observable
is short-term shareholder price. I mean, the problem here actually
is this distinction between short-term and long-term.
There's so many years and I know you two have heard the same thing.
People have said, Ed, this stakeholder stuff makes sense in the long term.
It doesn't make sense in the short term.
But this, Ed, this ethics stuff makes sense in the long term, not in the short term.
Well, now, wait a minute. Let's, let's, let's apply some logic here.
Short-term doesn't make sense. Long-term, it does.
Well, the long-term moves. The long-term moves.
It never gets to the long-term, because of course, we live life in the short term.
Life exists in the short term in the now.
And so we often use this short-term, long-term distinction
as a way of really saying, I don't think this stuff works.
You know, what I want people to do is figure out how to create value
for stakeholders now. And then keep it up.
I mean, that's, that's, that's what you have to do.
I mean, it might take some time to figure it out the right way,
but you're trying to figure out, you know, how to do this in the short term.
I think it's because I'm just older that, you know, I distrust this distinction.
You know, what do you want to be in 10 years? My answer to that is very simple.
Alive and breathing. You know, so I'm really distrustful of this idea of long-term value
because it's hard to make sense of, of, of what that really is.
Well, that's a really important distinction that you're making there, Ed.
And I agree with you on one level and on another level, I'm curious.
And the curious part of me is coming at this from the point of view of,
let's say today you're an organization that does have a short-term focus.
You are focused on that short term, short-holder maximization.
Well, but hang on, it's not that you're focused on the short term, that's the problem.
It's that you're focused on the wrong thing in the short term.
And that's the thing most people don't get. Look, you can be a short term as you, as you wanted.
I love all my kids. I try to show them that in the, you know, today.
I try to focus on the right things in the short term.
When you focus on the wrong things in the short term, which many businesses have done,
then it's going to be hard to change.
And so pulling on that out, pull that out a little bit more.
I mean, so you're an organization and you have been on the wrong side of that, that ledger.
You've been on the, the shareholder, the share price focus in the short term.
It's not like you press a switch and you suddenly are on the other side of like,
this brand new set of metrics that we're going to put out and we're going to suddenly be more focused on stakeholders
and de facto change our perspective on what this business is about.
So I'm curious, where do businesses start that journey from the, okay,
I don't want to be short term focused anymore, but I'm a CEO.
And oh, by the way, I'm only in this role for three or four years.
Well, again, that's why I would say you do want to be short term focused.
You just want to focus on the right things in the short term.
So rather than focusing on stock price, you might focus on what leads to higher stock prices.
That's sustainable.
Look, the way to have a great long term is have a great short term and keep it up.
Right? That's it.
So ultimately, that's why I think the short term long term distinction is not very useful here.
I think we misuse it, especially when we say, okay, let's switch to a long term orientation.
A lot of people see that as an excuse for inefficiency.
Yeah, yeah, I got that.
And I guess it in a part comes to the, to the board.
So I want to go to the board level now and sort of say, you know,
you do it to make a great case in your book about the history of, you know,
what's happened over the last 40 years and where boards have gone.
And that, frankly, from a legal point of view, they don't have to focus on the shareholder in that fight.
financial fiduciary responsibility.
In fact, Leo Stern, who's just stepped down
from being the chief justice of the Delaware Court,
himself has written in a number of articles
in the Harvard Law Review series that they put out on this
that he thinks that's a dumb idea
and they don't have to do that.
They really do need to be focused on a different set of things.
And yet we've got that, we've got that thinking.
How do we change it, and why did we get into that place
where that became the excuse the board's used
for not doing anything?
- Yeah, I don't really know how we got into that.
It's a long history back to Burley and Dodd
in the 20s and 30s.
You know, Milton Friedman wrote this famous paper,
there's now the 50th anniversary of this month
that the only obligation is to maximize profits
for shareholders, Lynn Stout, the late Lynn Stout,
law professor at Cornell, I think kind of undid that logic
in which she said, look, that's not the law.
That she goes through it case by case,
the cases used to look at that Revlon in the 80s,
Ford V Dodge back a long time ago.
Don't, that's not what those cases are about
and they don't have any precedent here.
And directors take things like their Revlon duties,
which is if your company's up for sale
from and going through a change of control
from public to private, that's what the Revlon case is.
You have to, you know, you have to give it to the highest bidder.
But that's, those are very rare case cases
where that's there.
I think it's just the,
you know, it's the weight that we give to,
it's the old story.
You see idea that business is about the money
and that's what's doing the damage here,
is doing damage to directors.
Directors have a duty and care
to take care of the interests of the corporation
and, you know, to manage the affairs of the corporation.
And the corporation is usually defined in a charter
with field of activities.
In most charters, it says that to be engaged
in an illegal business and courts have held again
and again and again, that taking stakeholder interest
into account is okay.
There's some states in which you have to do that.
There's some jurisdictions in the world
in which the companies act in the UK is one
and another similar thing in Denmark
and across joint governance in Germany, et cetera.
There are lots of ways to do this
to take stakeholder interest into account
at the board level.
Ultimately, what the board does matters,
but what matters more is how people
in the company actually manage the relationships
that you're in Meshden.
And the board's job is not to screw that up.
I just did a short essay, which I hope is coming out
in directors and boards
on why Friedman's not appropriate anymore.
But the world's just too complicated
and it's impossible to deny today
the effects of a business on our community, as Rob said,
or the effects of a business on its employees
or its suppliers or its other stakeholders,
including shareholders.
And so because that technology makes the news cycle
24, 7, 3, 6, 5, because there's nowhere to hide
your effects on the rest of the stakeholders
in your business is absolutely, you're in the fishbowl,
it's absolutely there in public view.
So, stakeholder capitalism, if you like those phrase
or conscious cat capitalism, is the result.
We're racing towards trying to do that,
complete with the mistakes that we'll make, et cetera.
- Well, I'm fascinated by your mentioning
of the company act over in the UK.
So I'm based in London these days
and I'm part of a not-for-profit sort of think tank
called Regenerate and our purpose is to make the UK
the best place in the world for purpose-driven businesses.
And it's been fascinating because part of our preliminary
research that the think tank part has been doing
has said that despite the company act,
there's very few companies that are actually behaving that way.
So the option is there from a legal point of view
and yet they're not stepping into actually doing that.
- Okay, so the other thing I was saying about that
is you had to be careful because we're in the grip
of the old story, we're in the grip of the old story
in which we want to see what goes on.
I mean, look, we engage in this kind of thinking
that we call in the book Saints and Centres thinking.
You know, most businesses are Centres, they're really kind of
morally questionable, they're only care about the money.
There are a few saints and when these saints
lift their head up and then they do something wrong,
you know, or they say something controversial
like some of our well-known friends
and conscious capitalism often do.
(laughing)
- They were talking about that.
- Then they become sinners.
You know, people go, oh, they're really just,
they're really just in it for the money.
I don't know any saints, you know, sorry.
I just don't, and I don't know many people
who are complete sinners all the time aside
from some politicians and that's a nonpartisan state statement
for me, but, you know, we gotta stop this.
And people who do what we do teaching business tools
and teach about this stuff are the worst at it.
We find our favorite companies, we canonize them
and we find our favorite sort of whipping boys
and we beat up on them.
Oscar Wilde said it better.
Every saint's got to pass, every sinner's got to future.
We need to see business in completely human terms.
If I were to say to you Timothy Raj,
I know this company and they have a real ethics issue.
Now, you might be exceptions,
but I'll bet absolutely no one listening
to the podcast thinks, oh, they've invented something really cool
that makes our lives better.
Generally, we see ethics as something bad has happened
or somebody's been harmed,
but if business is gonna get credit for the bad stuff
and it deserves that,
it ought to get credit for the good stuff as well.
Saints and sinners thinking kind of prevents
that sort of common sense, you know, view.
This is how we raise our children.
We don't raise our children to be saints or sinners.
We'll be raising to be saints.
We're gonna be incredibly disappointed.
And if we raise them to be sinners,
well, we're a little messed up.
So, you know, applying some good old fashioned
common sense humanity, I think matters here.
- I think the phrase I like is that bad ideas
are much more powerful than bad people.
And we have been through all to a lot of bad ideas,
I think in business and capitalism and in society generally.
And I think all of us are engaged in this quest
to bring about better ideas.
And I think you call it a new story for business.
I think that is really the framing.
What about the language that I've seen,
for example, HEB, the biggest grocery chain in Texas
is a really wonderful company,
started by the grandmother of the current CEO.
And their mantra is the CEO tells all the people,
we need to pay our people as much as possible
in speaking about employees.
And they actually have far better wages and benefits
than Walmart, even though their prices are lower
than Walmart, right?
So this language of doing as much as possible
for each of our stakeholders,
without getting into the maximization,
because maximization now means you're going to trade off
others, right?
- We can only maximize one at a time,
you can't maximize over five.
- Right, so we say we're going to do as much as possible
for our employees, as much as possible for our customers,
right?
And break those trade-offs and then look for those synergies
wherever we can find them.
- Yeah, I would rewrite the Milton Friedman piece,
which I offered to do,
but the times didn't manage to want that.
And that's a little tricky,
because I think people on the left need business
as a whipping boy.
And people on the right need business to stay seen as immoral
as questionable and about the money.
And so I think both sides of the political debate are,
are at fault here. My rewrite of freedman is as follows. The only responsibility of the executive
is to create as much value for stakeholders as possible without resorting to trade-offs.
Everybody matters and everybody needs to win.
If anybody is losing in our stakeholder system, then we're not there, right? We haven't found.
I've always said, I think the right way to understand bad companies supposedly like tobacco is,
look, until you give me the pleasure of smoking without the health risk, you have a lousy product
because lousy products are what kills people. And so, fix your lousy product.
Well, I'm going to go out on a limb here. I'm going to go out on a limb here because
Philip Morris, bad boy that it has been seen in the press, has stated that their purpose
is to lead to a tobacco-free world. And they've now invested heavily in moving exactly into that
with nicotine products that don't burn, so there's no smoke. And the notion being that the
cancer gens come from the smoke, not necessarily from nicotine. And they're now at a place where
19% of their revenue last year came from these smokeless products. And they've been really good about
saying, here's our purpose, here's how we're going to measure it. Here's how we're going to
interact with the stakeholders around this, the health officials, the smokers, the regulators.
And as much as we've beaten up on tobacco companies, they're a really interesting example.
Well, I think they deserve to be beaten up on when we did. And they, like I said, they deserve
a chance to show us they mean to change. And I think they're legitimately trying to do that.
So tell me a little bit about, you know, there's this whole push right now for ESG. Yeah. And
what lens do you look at the ESG movement through given your history and background?
Well, there's impact investing in ESG and that sort of stuff. And
what is it? The principles for responsible investing, which say you have to pay attention to ESG.
And banks have something like, the last number I saw Roger might know better,
$9 trillion under management that have signed these print principles.
You know, great, let a thousand flowers bloom here. It's a little bit like, I mean, it's a little,
I find it a little bit ironic. A lot of the finance and accounting people, which have been
very much in the grip of the shareholder value story are now, you know, they're the,
they're the, they're the biggest cheerleaders for ESG, et cetera. And they act a little bit like,
I mean, this is part of the academic world. They act a little bit like, this is their new toy.
Look, people have worked on how, how you understand other than economic value,
since at least the 1950s. And so, you know, I don't, what I find new here is that a bunch of people
who are pretty hostile to the idea have discovered it. Yeah. Yeah. It's just like people in
strategy sort of discovered the stakeholder idea sometime in the late 90s. You know, and it's like,
yeah, okay. You know, great. We've been talking about this for a long time. Yeah. Yeah.
No, I think it's really interesting. I mean, ESG right now, obviously one of the big critiques of it
is that there's no clear set of standards and the numbers are moving all over the place.
But I'm curious in particular, because around the ass, one of the things that people are pushing
is stakeholders. Well, look, I don't buy this argument that we can't measure the stuff,
you know, and one of the reasons is, hey, we put a person on the moon and brought them back.
That was a hard problem. You know, measuring what value you create for a community kind of pales
beside bringing somebody back from the moon to me. Plus, there are lots of ways to measure
how you're creating value for stakeholders. Every company does it. Every company measures
a Roger the marketing guy. You know this measures how it creates value for its customers.
Many of them with sophisticated supply chains measure this across the supply chain.
What we don't have is one set of measurements that works for all companies at all times and all
circumstances throughout the galaxy. And once again, I think that's a fool's errand.
What we could have, what we could have, I've proposed this and no one's taken me up on it,
probably thank goodness, we can have stake options. So we figure out how to measure the value
that we're creating for our customer suppliers, employees, to me, and these people with the money.
Some of those measures might be perceptual measures. But by the way, that's what stock price is.
It's a perceptual measure of the analyst and the traders. And then you could trade, you could do
some math, and then you could trade, you could trade these stake options. And I, you know, I'm going
to sell you short. I'm going to sell your 90s, your stakeholder, your state 90s short. Because I
don't think you're going to meet your community satisfaction number. Now, I know that people in
Las Vegas will trade these things. My son was a professional poker player for a while. And
folks, they were better than anything. But if you think about it, if this really is how do you think
companies ought to be run in the interest of its stakeholders, so says the business round table.
And others, stake options right away solve executive compensation issues. You pay people based on
stake options. The other thing stake options do is it gives you feedback from an options market
as to how you're doing and what the future looks like. And that's extremely valuable for you.
Because if you wait for the stock price, you wait for the stock price to get feedback.
In the words of my martial arts instructor, when watching me punch or kick too late,
right, it's too late. You want this, you want this feedback as early as possible. And that's
what option markets give you. Except that the card ones don't give you very, very good data on things.
Doesn't that create the problem that in fact profits are lagging indicator? And what you're talking
about is what are those leading indicators that are going to be telling us that the thing that are
creating that profit are moving in the right direction? Yeah, look, profits and outcome. It's an
outcome of how you deal with your other stake holders. You don't get a penny of profits from
shareholders. You get profits because of how you manage customer suppliers, employees, and
communities via their regulation, et cetera, et cetera, reputation, et cetera. It's like happiness.
Happiness, if you try to maximize happiness, you'll be one of the most miserable people on
the face of the earth, right? Happiness is a function of who you love, of the relationships
that you have. It's a function of what you're doing with your life. It's not something you can
just try to try to do and have it work. Aristotle knew this. He wrote about this. You know,
getting straight, what are, what are, what are things that are outcomes? And then if I want to do
something about it, I do something about the things that lead to the outcomes. And again, that's
one of the reasons the stakeholder idea has always seemed imminently common sense to me.
So as you mentioned, compensation, and you know, the compensation question gets complicated
pretty quick. I love in your book, you point out, you know, the, for example, the CEO pay versus
the median payment of an employee has gotten way out of control over the last 30 years.
And a lot of that comp system has been based on an easy measure stock price. So where do we go?
I mean, you know, you talk about the stocks, the stake options, but I'm wondering, if I'm on a
comp committee of a board, you know, what do we do in the short term to, to, one, either address the
ethical issue of that discrepancy. And then to re-array
the comp system so that it's focused on the means of production rather than the outcome?
Well, one of the first things we do is we stop listening to consultants whose job it is is to run
up CEO pay. There are a number of those. It's a great gig if you can get it, but they've done a lot of harm.
The second thing we need to do is to be sure we're in touch with the people somehow who are
making $7 an hour or $12 an hour or whatever that is that we haven't sort of forgotten about them.
One of our friends in conscious cat capitalism, you both know Tom Gardner at the Motley Fool often says,
"Look, raise the salary of the lowest 10% in your company. You'd be amazed at how much good you
will do, how much good will you'll create?" It says Etra. Another one of our friends in conscious
cat capitalism, Keptendo would say, "Look, we pay twice the retail average that we did at the
container store as how you get great people." You have to think about that. If you contrast the
business models of a Starbucks who would pay people to help people with their college,
and until recently, that was not something that McDonald's did. Their business model was
very different. They had to figure out how to change it because you're having a hard time
getting people to work there. I think that makes a lot of sense to have the board ask the question,
"Are we paying people as well as we could?" If they're not engaged in the work,
it's not going to hurt anything to pay them more. You might get some engaged engagement,
but we know people don't engage for the money. They engage because they believe in some
cause. They believe in the purpose, etc. But up to a certain point, and some people who argue
that's about $70,000, you got to be able to take care of your family and stuff.
So, Ed, I was also curious about COVID and these unusual times that we're in right now,
where some people are arguing, "More than ever, we need to be focused on stakeholders,
and we need to be shifting." And others are saying, "Forgot that, we just need to get back to normal."
What do you think the effect is going to be of this strange period of the virus that we're going
through? Well, I'm distrustful of people saying we need to get back to normal. You mean the normal
world in which many people don't have any hope? Or do you mean some other normal world?
If you think about COVID, and you think about global warming, and you think about how people
are unengaged in the business, and you think about inequality, and you think about the implicit
and explicit racism that exists in the world, we are not going to solve those problems
by refocusing on shareholder value. It's just not going to happen.
If we make progress in making the world a better place due to those challenges,
it'll be because business plays a part in figuring out how to create product services and institutions
that make us better. So that's what I'm very optimistic of that about that. I think we're
already seeing that if you go to the Just Capital website, and look at how Just Capital is tracking
what companies are doing. These are established companies to deal with the COVID crisis.
It's pretty amazing. It's not shareholder value stuff.
Well, Ed, you're one of the most widely read and thoughtful people we know.
Any books you would recommend? What's on your mind nowadays? What are you thinking about
for our listeners? Well, I've been spending a lot of my time trying to promote this movie that
we're both in Fishing with Dynamite, and people in the movie, people like Arthur Brooks,
who comes from a kind of right point of view, and Bob Rice, who comes from kind of a lefty point of
view, agreeing about these issues. I've been doing a podcast to my own called The Stateholder
Podcast with my son Ben, and we're trying to do a sort of, we need to get the stateholder
thinking to a much broader audience, and we're trying to do it so it's not old business
school hands like me, but with two generations. He's in his early 30s, and we're trying to have
guests, you've been on one rush, and we're having lots of people on for that. So I've been doing that a
lot, trying to write two or three books as usual. Love it. Well, Ed, thank you so much for your
generosity of time and thought today. We really appreciate it. Thank you so much.
Thanks. Nice, nice, nice to be with both of you again. Thank you, Ed. Thank you,
really great, great being with you. Thank you. And thank you all for our listeners, and thank you
for subscribing. If you are whatever channel you're watching this on, there is a little subscription
button there. Please feel free to hit that subscription button, and if you have any thoughts or
comments, go to our website, theconsciouscapitalists.com, and please leave us a message. And don't forget,
if you want to know more about Conscious Capitalism, do go to Consciouscapitalism.org, there is a
aura of different sources and information that will help you understand Conscious Capitalism
a little bit better, and don't forget to think about going out and getting the book that Ed
didn't mention, but he should have the power of and responsible businesses without trade-offs.
Thanks again, Ed.
Podcast Summary
Key Points:
Ed Freeman, known as the father of stakeholder theory, discusses his new book "The Power of And" and his journey from a philosophy PhD to business academia, driven by luck and common sense.
Stakeholder capitalism is a broad tent; the label matters less than core ideas like purpose, stakeholders, business as a societal institution, humanizing people, and integrating ethics with business.
The short-term versus long-term distinction is flawed; businesses should focus on the right things in the short term, not on maximizing shareholder value, which has harmed employees, customers, communities, and even shareholders.
Boards are not legally required to prioritize shareholders; taking stakeholder interests into account is permissible and often encouraged, despite persistent myths from cases like Revlon.
Trust is built through relationships, not transactions, and companies succeed by creating value for all stakeholders without trade-offs, as seen in examples like HEB and Johnson & Johnson.
ESG and impact investing are positive developments but face measurement challenges; Freeman proposes "stake options" as a way to measure and reward stakeholder value creation.
Executive compensation should be rethought, moving away from stock-price-based incentives to focus on leading indicators like stakeholder satisfaction and engagement.
COVID and global challenges highlight the need for business to play a role in societal progress, not return to a "normal" focused on shareholder value.
Summary:
" Freeman recounts his accidental entry into business academia, emphasizing that stakeholder thinking is common sense—businesses must manage relationships with those who affect and are affected by them. He critiques shareholder value maximization as a harmful idea that has damaged employees, customers, communities, and even shareholders, and notes that even Michael Jensen, a key proponent of agency theory, has acknowledged its negative impact. Freeman argues against the short-term versus long-term distinction, urging businesses to focus on the right things in the short term, such as stakeholder value creation, which leads to sustainable success.
He also clarifies that boards are not legally bound to prioritize shareholders, and that stakeholder considerations are permissible. Trust, built through relationships rather than transactions, is central to business success. Freeman discusses ESG and impact investing, proposing innovative tools like "stake options" to measure stakeholder value, and calls for rethinking executive compensation to align with leading indicators.
He concludes that crises like COVID and climate change require business to contribute to societal well-being, moving beyond outdated narratives. The conversation underscores the importance of a big-tent approach to capitalism, where purpose, ethics, and stakeholder interdependence drive performance and positive impact.
FAQs
Ed Freeman is a professor at the Darden School of Business and is widely considered the father of stakeholder theory, having written the groundbreaking book 'Strategic Management: A Stakeholder Approach' in 1984.
The core idea is that businesses should create value for all stakeholders—customers, suppliers, employees, communities, and shareholders—rather than focusing solely on maximizing shareholder value. It's about managing relationships, not transactions.
The five ideas are: purpose and profits, stakeholders and shareholders, business as a societal institution as well as a market institution, people as fully human as well as economic, and putting ethics and business together.
He calls it one of the most harmful and damaging ideas because it has hurt employees, customers, communities, and even shareholders. It leads to a focus on the wrong things in the short term and damages capitalism's reputation.
He distrusts the distinction, arguing that life exists in the short term. Instead of focusing on long-term value, businesses should focus on the right things in the short term, like creating value for stakeholders now, and keep it up.
He suggests starting by understanding who their stakeholders are and how they are interdependent, or by addressing misconceptions about purpose, emphasizing that purpose lives in systems and processes, not just statements on walls.
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