Opinion Article for Millioneyes Magazine, December 2023
Corporate Governance – in the post-April 25th era*
"In the aftermath of the wave of privatizations in the 1990s, we witnessed in our country:
The pursuit of corporate management models heavily dependent on the new shareholder landscape and the historical burden of the State's presence as a shareholder, regulator, and legislator.
The challenging dialectic between the resurgence of pre-revolution business groups with structural decapitalization and the goal of maximizing revenue from the sale of assets, compounded by the highly debatable privatization strategy.
The emergence of new business groups without a strategic matrix that extended beyond the sectoral focus of their origin – distribution, banking, and conventional industry attempting a relaunch with a paradigm shift.
The quest for almost impossible balances between the effort to create or maintain nationally rooted groups with an emphasis on keeping decision centers rooted in Portugal and the necessary internationalization and gradual European integration of the Portuguese economy (with an Iberian centrifugal force). This without a regime pact (unlike what happened in Spain) favoring the formation of groups (particularly through mergers) with sufficient scale to embark on this internationalization and rationalize a potential strategy for the Portuguese economy.
The construction of major misunderstandings with the extension of the financial "perverse genesis" to other sectors – cement, construction, energy, telecommunications, without safeguarding against the possible contamination of the financial sector, resulted in the terrible loss of its value and its profound denationalization.
Clearly, in this context, solutions were created, such as the fortification of statutes, restrictions on participation rules in privatizations, and interest-crossing structures that would eventually raise concerns in terms of Corporate Governance (as seen until recently).
The inconsistent drift of internationalization, particularly in the Lusophone universe, would further clarify how Governance was an instrument that favored control mechanisms that, ultimately, were based on a leverage spiral that would be clearly questioned in adverse conditions (e.g., PT).
Successive governments, through privatization policies and the use of the financial system, especially Caixa Geral de Depósitos, encouraged a completely artificial framework of national corporate structure.
With excerpts from texts published in editions of IPCG
The 2007 crisis internationally opened a debate on Governance, emphasizing four topics that I believe will dominate the guiding parameters of the theme:
- Risk management;
- Operation of management and supervisory bodies;
- Compensatory system for them;
- Shareholders versus other stakeholders.
In risk management, the imperativeness of having independent policies and control with revisited risk models, especially for unforeseeable events and structured products, became unquestionable.
In the operation of management and supervisory bodies, a modeling was developed to create mechanisms of "checks and balances" with conflict mitigation and power moderation margins.
Considering structures without weighing the underlying remuneration systems would be reckless. Hence, a debate ensued around compensation related to performance, ideally evaluated in the short and medium term, scrutiny of that performance, conflicts that arise between not always convergent interests, the still incipient role of non-executives, especially independents, and the indispensable transparency that should preside over everything.
We witnessed the collapse of the British, Irish, Greek, and Portuguese financial systems and conciliatory measures to prevent collapse in the American, Dutch, French, and German/Austrian systems, not to mention the Nordic, Spanish, and Italian systems.
If we ask what underlies such phenomena, beyond macroeconomic reasons, we cannot avoid denouncing a total subversion of substantive principles of Corporate Governance, allied with the omission and incapacity of legislators and regulators/supervisors, with the natural complicity of agents like rating agencies, auditors, and legal consultants, who either explicitly or implicitly ended up colluding with what was anticipated.
We are left with this fourth topic that has a deeper undertone and concerns the objective functions of the company – shareholder wealth maximization versus balancing the interests of stakeholders.
In this difficult equation, doctrines have defended various theses, emphasizing one aspect or the other.
Today, it is urgently becoming gradually consensual to accept the maximization of the company's value through appropriate management of relations with stakeholders, allowing for cooperation rather than competition. Corporate governance is concretized through commitments mainly made between management, shareholders, and stakeholders in negotiations that can and should generate balanced or unbalanced relationships.
It will be the compromise between these two views – defending the maximization of the company's value for shareholders and defending the multiple interests of stakeholders in a logic of social responsibility – that will allow us to glimpse a responsible framework for exercising Corporate Governance in a sustainability horizon – a reality that is not an exercise in mere formalistic compliance but an adherence to a substantiality that makes performance sustainable and responsible.
However, the challenges that arise and the role that the IPCG must now lead will be in the broader context of the ESG theme.
In the last decade, environmental and social issues, always from a sustainability perspective, have entered the equation of valued elements in risk analysis and investment decisions, conditioning the business universe in the design of its corporate governance models.
The resilience of companies in the current context of systemic volatility should be based on the consolidation of these variables, following ESG criteria.
Different guidelines have emerged to try to monitor both the "visibility" of risks and the so-called "social awareness" of the company.
It became imperative to consolidate a holistic and prospective view in the corporate governance model, aligning with this new operational context that is itself evolving.
These are the challenges, alongside the pre-existing ones of inclusive and non-discriminatory policies, for any reason, gender, age, disability, race, etc.
ESG is not just a topic for listed or large companies. The universe of SMEs, which dominates the Portuguese business fabric, must also pay attention to this unavoidable reality.
Therefore, it is something transversal that AASO values from the very beginning."