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Why the corporation is failing us, and how to restore it

By Colin Mayer


The corporation is the most important institution in the world – an institution that clothes, feeds and houses us; employs us and invests our savings; and is the source of economic prosperity and the growth of nations around the world. At the same time, it has been the cause of terrible poverty, deprivation and environmental degradation, and these problems are set to increase in the future.
Over the last few years alone we have endured:

  • The accounting scandals in Enron and WorldCom
  • The Libor scandals
  • The underpayments of corporation tax
  • The misselling of mortgages, payment protection insurance, and derivatives
  • The financial crisis
  • The environmental disasters in the Gulf of Mexico and Fukushima


Each of these is thought to have their own cause and to require their particular solution. This is fundamentally wrong: the problems are not specific and the solutions are not individual. There is a generic problem that requires a common solution. The problem is the corporation and the solution is to fix it and not everything around it.

Fixing the corporation involves addressing its failures of ownership, values, governance, regulation and taxation. This requires:

  • Corporations taking responsibility for their actions and consequences, and having long-term committed shareholders;
  • Corporations having clearly defined values and principles, and truly independent boards of directors responsible for their implementation;
  • Tougher enforcement of public laws regarding bribery, corruption, environmental damage, fraud, insider dealing and market abuse;
  • More stringent protection of our financial systems and ecosystems;
  • Less intrusive regulation elsewhere and greater use of the corporate tax system to align interests of corporations with society at large.


Implementing these changes involves a reform of business education and a redefinition of the roles and responsibilities as well as rights and rewards of executives and investors.

This is not so much a reinvention as a rebirth of the corporation. Historically it was established by royal charter with a defined public purpose to undertake voyages of discovery and promote trade. The family firms that succeeded it were frequently established by founders with strong ethical principles and visions. Two corporations that illustrate that are Lehman Brothers and Barclays Bank, not today’s versions but those of the 19th and 17th centuries respectively. Mayer Lehman, the founder of Lehman Brothers, took his children every Sunday to the Mount Sinai hospital to see the plight of the less fortunate members of New York society. John Freame, the founder of Barclays Bank, wrote Scripture Instruction, a principle text used by the Quakers for more than a century. Over time those strong values have contracted into a single one of maximizing the short term earnings of shareholders.

That is not universally the case – some of the world’s most successful corporations and best performing economies have very different purposes and values. Bertlesmann one of the world’s largest media companies, Robert Bosch the automotive company, Carlsberg the brewing company, and Tata the conglomerate owner of Jaguar Land Rover are all structured as industrial foundations with boards that are responsible for the values and principles of their organizations. The Nordic and Scandinavian countries, which are currently being upheld as models for the rest of the world, emphasize a broader set of corporate principles encompassing a wider set of stakeholders than their shareholders.

This bears not only on the positive aspects of what corporations could do but also on the normative ones of what they should do. While notions of morality are well developed in relation to individuals, they are not in respect of corporations. Indeed, the idea of a moral corporation would generally be regarded as an oxymoron. It is not. What gives it substance is the ability of the corporation to establish levels of commitment to which we as individuals can only aspire. What makes it credible is the coincidence between the normative goals of doing good and the positive ones of making goods because ultimately the moral corporation is a commercially successful one and the competitiveness of nations depends on the moral fibre of its corporations.

Restoring trust in corporations is one of the most important policy issues of the 21st century. Without it economic policies will fail, environmental degradation will intensify and financial systems will collapse. With it, we can achieve levels of economic prosperity and well-being that far exceed what we have experienced to date.

Video: Colin Mayer on fixing the broken trust in corporations
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See also: Why are we facing a crisis of trust in corporations?
And: What needs to be done to restore trust in corporations?

Colin Mayer is the author of Firm Commitment: Why the corporation is failing us and how to restore trust in it (OUP, 2013). He is the Peter Moores Professor of Management Studies at Oxford University’s Saïd Business School, an Honorary Fellow of Oriel and St Anne’s Colleges, Oxford, and a Professorial Fellow of Wadham College, Oxford.  He is a member of the UK Competition Appeal Tribunal and the UK Government Natural Capital Committee, and a Fellow of the European Corporate Governance Institute.

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