The drone corporation

June 11, 2013

(istockphoto)

We all know what military drones are. In my mind, there is an analogous version in corporate America. There are entities that have enormous power for good and bad, and yet insulate their operators from risk either way.

Drone corporations are companies whose ownership is so diffuse that essentially they have no owners, and there is a proliferation of them in the United States today. The SEC defines a principal owner as one holding 10 percent or more, a position that is virtually unheard of these days.

In coordination with my latest book on this topic, Ric Marshall of GMI Ratings undertook an independent study and found that not only did drone corporations tend to pay their CEOs more and perform less well than their owned counterparts, they were also more likely to pay fines and settlements, to cut pension plans and pay no taxes. Whenever possible, they push their responsibilities off onto society while rewarding the top management with big paydays.

And this is the issue: If there are no owners exerting responsibility and holding the corporation to accountability, then who is making decisions? The answer is CEOs.

We know many of them by name now because their pay is so large that it's reported in the news, because they're frequently called to defend their corporations in front of congressional hearings or because they've become minor celebrities due to the lifestyle and influence their money has bought them. These executives are running the companies, but they're not held responsible for any harm or disruption caused by their corporations. And, since they're operating unsupervised, they are able to enrich themselves at the cost of their shareholders.

Does this mean that non-drone, or owned, corporations are always better corporate citizens? Absolutely not. But it does mean that there is someone at the helm. Our study found—and this is where shareholders should take note—that un-owned companies do not perform as well as their owned counterparts. In 2011, average shareholder return for owned corporations was 6.59 percent, while for drones it was 4.93 percent. Is it any wonder? Can we expect something to operate well if no one takes responsibility for it?

Corporations are legal constructs designed to enhance wealth and well-being, but it is up to the owners to see that they operate in a way that benefits society and shareholders.

So, who can serve as influential owners in drone corporations if possession is so widely spread that there are no principals? The ones who can really have an impact are the investors who manage portfolios of the leading foundations and university endowments, of the vast public employee pension funds, and of the colossal index funds. These institutions hold an ever-increasing share in many drone corporations and, therefore, in our national wealth. I understand that it’s uncomfortable for such investors to engage with company boards on issues of governance, performance and societal impact, but these foundations and universities have it within their mission to serve the public good—and being responsible shareholders serves the public good.

Drone corporations are having a deep and detrimental impact on our country. Not only are they more likely to avoid taxes, pay CEOs more, and have CEOs who also lead the board, but they also are twice as likely to have eliminated or frozen pension plans since 2005. Even more disturbingly, they pay more in fines and settlements for corporate crime, negligence and accidents. In the past 20 years, drone companies accounted for almost 85 percent of the total amount paid, or more than $80 billion.

I am a capitalist. I believe capitalism is the best system and that within it people are free to enrich themselves through their own energies and ingenuity. But corporations are not citizens. They are creatures of law, of government and of human manufacture. Such "creatures" should not have power over their creators or negatively impact their creators. Corporations with unchecked force are a danger, and right now they—and the very few executives who run them—have far too much power over our society.

Robert A.G. Monks is a shareholder activist and the author, most recently, of “Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream.” You can follow him on Facebook and Twitter.

Read also:

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