Читать книгу Understanding and Managing Strategic Governance - Wei Shi - Страница 20

Employees constitute an important group of internal stakeholders for firms. Employees not only provide human capital critical to sustain a firm's daily operations, but also play an essential role in maintaining and expanding customer bases. The impact of employees on corporate governance varies significantly across the world. In the United States, the key channel for employees to participate in governance occurs through employee stock ownership plans (ESOPs).⁶³ ESOPs are investment vehicles through which employers make tax-deductible contributions of cash or stock into a trust, whose assets are allocated in a predetermined manner to employee plan participants.⁶⁴ By 2016, around 6,624 ESOPs and ESOP-like plans were active in the US, holding total assets of nearly $1.4 trillion, according to the National Center for Employee Ownership.⁶⁵

By making employees owners, such ownership can lead to a convergence of interests between employees and shareholders.⁶⁶ Ownership gives employees a voice in corporate governance through their voting power, which can prevent firms from maximizing the interests of shareholders at the expense of those of the workers.⁶⁷ Yet in the United States, although employees can influence corporate governance through their ownership, they typically do not have board representation,⁶⁸ leaving employees with little say in boardroom discussions. As a result, directors often compromise employee interests to satisfy the interests of shareholders in firm decision-making.⁶⁹ To address this issue, several pieces of federal legislation have been introduced to grant employees the right to sit on corporate boards. For example, the Reward Work Act introduced by US senator Tammy Baldwin would empower workers by requiring public companies to directly elect one-third of their company's board of directors and reduce open-market stock buybacks.⁷⁰

As shown in the Strategic Governance Highlight (Box 1.2), Germany and other Western European countries have a two-tier board consisting of a board of directors and a supervisory board. In this system, the law guarantees employee representation on corporate boards of directors as a recognized fundamental worker right. Employees can vote for representatives in supervisory boards under corporate law, which is often referred to as co-determination. Like many Western European countries, China requires publicly traded companies to have a supervisory committee. Such a committee must include employee representatives elected by personnel through an assembly of some or all employees, or by other means. Although employee representation on boards does not necessarily lead to higher profits and faster growth, it can inevitably change the power dynamics of corporate boards,⁷¹ leading directors to pay closer attention to worker interests when making strategic decisions.