In September of 1997, the Business Roundtable (BRT), - an association of CEOs of major US companies, - issued a Statement on Corporate Governance which argued that “the paramount duty of management and of boards of directors is to the corporation’s stockholders; the interests of other stakeholders are relevant as a derivative of the duty to stockholders.”
Last week, the BRT released an updated statement on the Purpose of a Corporation which moves away from it’s previous commitment to shareholder primacy to now emphasize a “Commitment to All Stakeholders” and to “An Economy that Serves All Americans.” This new statement, which was signed by almost 200 CEOs, now places shareholder interests on the same level as the interests of all its other stakeholders, including customers, employees, suppliers, and communities.
The recent BRT statement has received mostly positive coverage. “Top CEOs Say Companies Have Obligations to Society. Business Roundtable urges firms to take into account employees, customers and community,” said the WSJ in its article’s headline. Speaking of the change, Fortune noted that over the past decade “Capitalism, at least the kind practiced by large global corporations, was under assault from all sides, and CEOs were getting the message loud and clear… Capitalism, it seemed, was desperately in need of a modifier.” The only note of discord I came across was the response of the Council of Institutional Investors, which expressed concerns that the BRT statement “undercuts notions of managerial accountability to shareholders.”
I applaud the BRT statement. “This is great,” I thought when first reading it, followed by “what took you so long?” Given the suffering brought upon so many Americans by the 2008 global financial crisis, - the worst since the Great Depression, - restoring trust in business and in our capitalist economic system should have been a top priority for corporate leaders. To help appreciate why it’s taken the BRT over a decade to affirm that companies have obligations to society, let’s take a look at the prevalent economic and political context of the past 50 years.
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