Dr. Karthik Ramanna of Harvard Business School and Mr. Kotaro Tamura, Invited Fellow at RAND Corporation and former Senator of Japan, engaged students in an open discussion on the changing roles of corporations in the world after the 2008-2009 financial crisis. Topics included the recent scandal at Olympus, Toyota’s highly publicized recalls of 2010, the challenge of sustainability for globalized corporations, and the changing nature of leadership needed to meet the needs and expectations of a much wider stakeholder base. Attendants of this open discussion engaged in an active discussion on these topics with Dr. Ramanna and Mr. Tamura.
A Special Open Discussion: How Asian Corporations deal with Globalization – Recent Issues and Challenges
Speaker: Dr. Karthik Ramanna, Harvard Business School
Dialogue Partner: Mr. Kotaro Tamura, Invited Fellow at RAND Corporation
Date and Venue: November 21, 2011 at GLOBIS Tokyo Campus
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KARTHIK RAMANNA: It can create another agency to do that; and ad nauseum. Right? So this is why this is an excellent question. And this is why I think the answer always will come down to; you cannot design a system that ignores the role of personal integrity. You cannot design a system where integrity is not the first and last line of defense in accountability.
I once met a manager, a CEO of a very large company, a very successful company; and he was a very wise person, someone I very much respect and look up to. He said something very interesting, which has sort of resonated with me. He said that “in my company, with performance it’s three strikes and you’re out; but with values, once strike and you’re out.” And I think that that’s a very interesting way to frame it. But certainly, it gets to your point, which is that we have to be wary on relying exclusively on formal institutions.
Certainly, the formal institutions are important because they create a due process around accountability. But it’s impossible to do that without integrity.
MAN: I have heard two anecdotes from my Russian colleague. One is, first: Yeltsin called Putin, and he confessed that he was going to give a promotion to him, to be President. And he asked two orders. The first one is to paint green on Red Square; and the second one is to accuse Yeltsin by Putin.
And Putin asked him, “Why do we need to paint green on Red Square?” And Yeltsin answered that, “Who will get the conviction, and who will get the confession?”
So no one pays attention if it is standard, and if the accusation, internal accusation, tends to be normal. But on the other hand, the other Russian anecdote says that Khrushchev said that he’s accusing Stalin. And there are others in the audience who claimed that, “What are you doing at the moment?” And Khrushchev scolded that, “Who said that? Who said that accusation?” And no one can answer that.
And Khrushchev said that “I was like that, at the moment.” Therefore, even — sorry for the quite acerbic criticism — but even in the case of Russia, accusation used to be normal. But once you have received a lot of failure, a lot of deficit from that accusation, the internal change, or internal term change, will never be grown, or never be cultivated. Therefore, how do we incubate that sense of internal dignity, in the case of accountability, or corporate governance?
KARTHIK RAMANNA: That’s an excellent question. This is; this is a deeply cultural and contextual issue. Maybe we could get some responses from people who have worked in Japan, what they see as sources of integrity within individuals in the Japanese corporate environment. Where does that come from? Sir?
MAN: I think that the very fundamental question for Japanese corporations versus . . . I mean, it’s the opposite side, say, in the U.S. Who are you accountable to? And I don’t believe that the CEO of a Japanese corporation believes that their primary accountability is to the outside. It is rather to preserving and building the culture within their company. And as long as that’s the case, a lot of what’s being done with corporate governance is just; it’s form over substance. You’re creating the paper and you’re filing it away.
I work in the finance industry and so, for the last 10 years, really, the FSA has been working with the financial institutions to strengthen so-called corporate governance. But they have failed to address at all the absolute fact that you mentioned in the introduction — that the shareholders is not the proxy for outside principles in Japan. And who is?
I mean, almost by default, the only candidate really is the regulators. But their relationship is not the same as, say, shareholders in an open market.
KOTARO TAMURA: Why does it come from? Why does Japanese management pay little attention to shareholders? Anybody?
MAN: Why, for example, in the U.S., do corporations only pay attention to the shareholders? I’m an American by the way.
WOMAN: I think the definition of corporate governance needs to be defined. Because corporate governance was introduced by Western countries into the Japanese companies. So whether it’s functional within Japanese companies: I don’t think so. Even for American companies — I worked for Lehman Bros., for example; they were in Japan and their corporate governance in Japan wasn’t functional.
All the companies in Japan, they need to apply to the society, and the culture and the legal systems within Japan. So when we talk about corporate governance and all other concepts, the fundamental issue is whether the Japanese society is ready to accept such new concepts, and how they could be functional within this country.
KOTARO TAMURA: Let me share my experience. My company has delisted from the Osaka Stock Exchange last year. We decided to delist, because there are no needs to get finance from the stock exchange. We can borrow money and inside the company we have a huge amount of reserves.
So, you know, IPO is not for finance. IPO here is first for reputation. We are listing companies so we can retain talent. We can, let’s say, increase the reputation. So we don’t, how do you say, count on shareholders. The stock market is only for the reputation.
So I think that’s the basic difference why we pay little attention to shareholders or the stock market. And the stock market is nothing but a secondary market for the shares already issued. So we don’t care much about shareholders. That’s the reason behind, how do you say, the disrespect to shareholders. It’s I think not easy to change.
I’m sorry. This is my analysis. Any counter argumentation, or additional comments on this? Ladies first.
WOMAN: As a professional from a finance firm, I have a mission for investors to receive more education, not only for investment, but also money, itself. Japanese education is definitely a lack of knowledge of money itself, from elementary, junior high, high school, and university . . . and so on. Even as for me: I didn’t have any knowledge of economics, finance, private banking, and so on, before I became a business person this April, actually. So we don’t have to accuse current investors. But also, we have to have responsibility for the next generations, to educate them for the better, a better financial market and a better society.
WOMAN: Thank you for . . .. For me, in addition: actually I’m working in the financial sector. In Japan, the Japanese financial sector, security claim is lower than bond claim. Do you know what I mean? Bond claim is cultivated by rate, a rate claim.
Secondary claim is lower. This is tradition. So bankers are well regarded. But security companies are not so . . . in Japan. Actually, in Japan, financial deals and financial products are not developed so high, compared with banking, American financial market. American financial market is very different from the Japanese area. Thank you.
MAN: I think I partially, or pretty much, agree with what the lady said behind me. It’s the education of the people, what to do with the money. If you look at the U.S. or Europe, the stock exchange is basically between the corporations and the shareholders, and it basically has two driving forces: the shareholders that want to make money; and the corporations that want to get money.
But here in Japan it’s basically somebody buys or saves, and he has no intention to ever make money. I mean, they save and save. And that’s a big problem, I think, for education first for those people.
KOTARO TAMURA: I said the stock market is not very important. But, you know, I think the stock market is also very important because, you know, 20 percent — more than 20 percent — of your pension money is invested into the stock market. If the stock market is stagnant for more than two decades, if this continues, your pension will not pay back.
The so-called asset effect: that means the stock price goes up; people tend to consume more. So stock price is important.
But education is also important. But corporate governance is not only for the whistleblower, or watchdog, of wrongdoing; but corporate governance is also to put the pressure onto the executives to make money. So you know, we have to send a representative of the shareholders inside the companies to put the good way, to put the pressure in a good way, to make money. Please make money. Otherwise you get tired.
So this of scheme is needed. So, yes. In addition to whistleblowing and watchdog of wrongdoing; you know, putting a pressure scheme is needed. Otherwise we cannot find out the good management.
KARTHIK RAMANNA: Excellent point, Kotaro.
MAN: One remark to that: I agree. However, there is a number of how much ownership of the company can be in the top management so that such a pressure scheme is effective. So if you look to old, traditional firms, if more than 15 to 18 percent (that’s my experience) in other countries is owned by the management, you can pressure as much as you want; it won’t help.
KOTARO TAMURA: So, Ramanna, can you come to think about a quick fix? One set of solutions for these issues? I know you have the answer.
KARTHIK RAMANNA: Sure. I think you raise some excellent points. And let me push back a little, because we sort of have spent a large part of this conversation talking in some sense about the importance of recognizing differences across societies, in developing institutions of accountability, in developing corporate governance systems, and so on. It is incredibly important to recognize these differences in developing these institutions. But as Kotaro alluded to just a moment ago, it’s just as important to ensure that eventually these differences are facilitating the creation of value, rather than serving as excuses to do nothing.
We talked about the purposes of delegation a few minutes ago, and we said there were two reasons you delegate. Well, economic theory also tells us that when you do delegate you worry about two things at the very extremes — and, of course, neither of these two things will realize in those extremes, but they give us a helpful way to think about the problems of delegation.
The two things you would worry about: one is that if I’m playing with your money then I’m going to take more risks than if I were playing with my own money. So I worry that the person that I’m delegating to is going to, in some sense, gamble with my money, invest my money irresponsibly. And so a large part of corporate governance is associated with monitoring or mitigating this problem of gambling.
But there is another problem associated with delegation, which is the problem of shirking. I could sit on your money and do nothing and just claim a salary. So, in addition to monitoring for gambling, I also have to have a way of measuring performance. So I have to think very carefully about whether you’re being effective in that delegation process in actually creating value for me.
Debt and equity very crudely perform these two roles, in their own unique way, and perform each of these roles better than the other. So debt serves a very important role or function in monitoring, because debt holders have limited upside, but they could lose all their principal. So they’re not so concerned about the upside; they just want you to earn the return that’s necessary to pay for the cost of capital. But they certainly do worry about the monitoring problem.
Equity holders, on the other hand: they gain from the upside. Right? So equity is a very important component of structuring this delegation because equity is essential in ensuring there are incentives to perform. So that if you argue that Japanese society is one that is based largely on serving debt holders, serving society at large, not serving the interests of shareholders, then you need to ask yourself the question: What institution have we created to ensure that society — that corporations — are actually creating value on the upside? Remember equity plays that role in the traditional view of the firm.
If you’re going to take out the role of equity from that picture you’ve got to be very careful about understanding what you’ve got in place to replace that. Right? Otherwise you don’t have an owner who is going to have a residual claim on the upside. And that would put you in a situation where you could manage the company for 20 years without creating any more profit than is necessary to earn a cost of capital. Right? Which is pretty much the situation that the Japanese economy has found itself in. This is why the equity markets aren’t performing.
So in recognizing the uniqueness of the Japanese context, in recognizing the unique role of Japanese corporations in society, it’s also important to recognize the unique role that equity plays in the corporate structure. And arguing that equity holders are not as important is only useful to the point where you have an alternative mechanism to incent managers to create value.
KOTARO TAMURA: So, the solution is?
KARTHIK RAMANNA: [laughs] There is no quick-fix solution. There is never any quick-fix solution to anything.
KOTARO TAMURA: There is one, no?
KARTHIK RAMANNA: Sovereign wealth fund? Again, there is no quick-fix solution to . . . in my view, there is no quick-fix solution to anything. But what it does require is this sort of measured analysis of what you’re giving up and what you’re gaining. And just as we stress the uniqueness of cultures across the world, we have to recognize whether those unique qualities are actually serving our interests. Or are they serving as excuses to perpetuate bad actions, or to continue to do the wrong thing?
KOTARO TAMURA: We are learning all the time. But this is a precious opportunity for you to interact with a Harvard Business School professor. And he’s an expert in relation to the corporate governance. He’s an expert in the area of globalization of companies . . . you know, the cultural issues associated with the globalization kind of stuff. So we are now already in the open Q and A session. So, you know, if you want to ask any questions regarding the globalization of Japanese companies, or cultural issues related to the globalization, you can ask any questions. But please be brief.
I want to take as many questions as possible. Ladies first. Please.
MAN: Thank you very much for your great discussion. I’d like to ask you, both of you: What kind of advice would you like to give to Olympus? Because we didn’t notice that we are already globalized, and that we have to pay more attention to shareholders than before. That’s the point we have to notice. And so now, how do you think? What should they have done at the time? Or maybe we should have let the ex-president continue being in the role of leading? I’m not sure. So I would like to hear your advice.
KOTARO TAMURA: My quick answer is: Hire more foreigners. Okay.
KARTHIK RAMANNA: Again, it’s not clear to me hiring foreigners would solve the problem. But I think that the first thing Olympus needs to do is to rebuild a sense of trust with all of its stakeholders. Because that trust has been destroyed — or badly damaged, at least. And so if I were in a position where I were advising the people that are now running the company it would be to focus on rebuilding that trust. And it’s not just trust with shareholders; it’s trust with all of the stakeholders of Olympus — whether it’s customers, whether it’s employees, whether it’s local communities in which the suppliers, and so on. That is probably the first order of business: rebuilding trust. Once you do that, you can start thinking beyond. But that would be my way of triaging the problem.
There was a gentleman at the back who has not asked a question. Yes?
MAN: You mentioned the importance of integrity, personal integrity. I wonder how we nurture such integrity. Because many Western people, or other countries’ people, have religion. And the religions’ origins are integrated. But many Japanese have no special religion.
Some of us have a sense of integrated community or society, like our parents. But I think it’s one of the causes of the Olympus issue. Because Olympus seniority system, the Olympus seniority system, they can’t betray their boss. They can’t destroy the life of employees. If the scandal comes out, the lives of employees may be destroyed.
So how can we nurture such integrity, I wonder?
KARTHIK RAMANNA: That’s an excellent question. Again, there’s no one solution to it. I can give you the example of my own institution, Harvard Business School — both the process of the student experience and the process of the faculty experience.
Building a sense of community at Harvard Business School is an elaborate experiment, and it’s an ongoing experiment. It’s one that involves pretty much every member of the community, because it is a community-based endeavor. So we tend to view our M.B.A. program as a transformative experience. And what we mean by that is, we want to create an environment where people who have been through the program are able to experience themselves and the world in ways that they could not have imagined themselves to do so before they matriculated.
To do something like that, to do something as bold as that — not that we would always succeed — but to do something as bold as that requires an enormous degree of investment from every member of the community: the staff, the faculty, the students themselves, the alumni, and so on.
Building that sense of community is therefore a community responsibility, something that we take very seriously. Similarly, from the perspective of faculty: faculty development at a place like Harvard Business School is a long process that, quite frankly, never ends, in the sense of, it’s an ongoing commitment throughout your term there. So building that sort of integrity, building that sense of community, is not a process that you can say, “Here are the five steps you need to do to get there.” It’s something that is a lifelong endeavor that does involve many members of the community, if not all members of the community, to feel vested in, and to feel a part of. Unless you have that sort of involved community-based approach to it, it’s very difficult to get the sort of ownership in that endeavor.
One thing that characterizes such organizations, or one thing that characterizes such societies, is that they at once set very high standards for themselves, but are deeply empathetic. And that’s actually very difficult to do. It’s very difficult to achieve both these things at once. Because it’s very easy to set high standards and then drive people to achieve them, and those that don’t achieve are culled, or are eliminated. It’s very easy to be empathetic and set standards low; and then we can all celebrate ourselves in mediocrity. But it’s very difficult to achieve both those things.
But if we set for ourselves, as a society, as an organization, as a community, this dual goal, it does require enormous buy-in, and it does require an enormous amount of effort by every member of the community to invest in that. And it’s a costly process. It’s a process that will involve many failures. It is a process that will involve many challenges. But if there is a sort of unity in purpose towards that, towards achieving both these things, at least my personal experience with this organization had been that it can be achieved.
KOTARO TAMURA: So you see that in order to survive in Harvard Business School, you acted way too good; you have to cut in to his speech. It’s a never-ending speech, so you have to cut in.
MAN: May we cut in now?
KOTARO TAMURA: Oh, yeah. Please.
MAN: Yeah. It might take away from all this speech. And I think we spent too much on the scandal. Anyway, it’s happened. If you somehow affect negatively, bad luck for you. Because anyway, I understand from what you say that there’s no way to eliminate such things. So you have to be smart enough to understand what’s going on. If you’re trying to be a shareholder of the company, that’s it.
But I think when I see this title for this today and, you know, talking about globalization for Japanese companies, etc., my question: I was, a little bit . . . why? When I was young, a student, Japanese companies were already global. You know, to me Sony was; well, that’s a global company. Toyota. Wow. But, sure. We lost something.
I think we lost the model . . . which worked 20 years ago, doesn’t work anymore today. And I think that’s the idea I want to hear from you: How can we regain the moment which we enjoyed, like, 20 years ago? What’s missing? How can we regain the position? Or, of course, from a scale point of view, we can’t win against China and India. But there are other ways: innovation, whatever. What is missing from Japanese organizations? And how can we improve the position? That’s my question here.
KARTHIK RAMANNA: So, this is actually the question that I’m here to study. And I guess if I had the answer . . .
MAN: Ownership! Because you mentioned earlier that ownership would be the . . .
KARTHIK RAMANNA: Ownership, yeah.
MAN: And that ownership could be . . .
KARTHIK RAMANNA: It could be. And if I had the answer then presumably people would pay me a lot of money. I have three hypotheses, and I will offer these three hypotheses. Maybe it’s one of these three. Maybe it’s all of these three. Maybe it’s something else.
The first is around transparency, which is something that we’ve been talking a lot about. I think that Japanese companies, Japanese banks, Japanese government, and the society at large, is doing itself an enormous disservice by not coming clean about the extent of impaired assets on the balance sheet of Japan. There was a period of extraordinary growth, and there was an extraordinary bubble economy. That created all kinds of perverse incentives, and it created an enormous mark-up in assets. And to this day the full extent of that has not been accounted for. The full extent of the impairment in that has not been accounted for.
What that does is create a balance sheet where the left-hand side, the asset side, is tremendously inflated, relative to its real value. And when you have inflated assets it’s very difficult to go raise new capital. This is why it’s very hard for foreigners to think about Japan as an attractive investment opportunity. Because you’re sitting on a bunch of impaired assets.
Unless you impair those assets, unless you come clean with the full extent of those losses, it’s very hard to attract new investment and it’s very hard to take risks, new risks, fresh risks, in the future. So that would be hypothesis number one. It is this inability, or this unwillingness, to come clean about the magnitude of losses and to come clean, to be fully transparent, about the extent of the write-offs that are necessary. I think you need to sort of start over; say, “Look. Some of these things are gone. Let’s just start over.” And it seems like time after time, the government and businesses and the banks collude and set up new rules, new incentives, new vehicles, to perpetuate that process. Recently with Basel III there was a process about recognized deferred tax assets as Tier 1 capital in banks. That strikes me, quite frankly, as ridiculous. That should not be counted as Tier 1 capital.
And I understand that all but one of the Japanese banks, major Japanese banks, would have difficulty meeting Tier 1 capital ratios, absent the deferred tax asset requirement. But that should say something to people. And it requires leadership. It requires strong political and business leadership to recognize that reality. So that’s hypothesis number one.
Hypothesis number two deals with something that, quite frankly, I’m not very convinced by, but something that many of the people I’ve been interviewing with have been advancing to me — which is that there are insufficient incentives around risk taking; that the Japanese society does not value risk taking as much as other societies; that there is insufficient tolerance for failure in Japanese society.
Because when you take risks, you are going to fail, sometimes; and sometimes you will succeed . . . and that there is this insufficient culture of risk taking, insufficient tolerance for failure in society. And through that comes this stagnation. Because now people are so worried about the nest egg that they’ve created they are unwilling to put that at risk to create fresh value. So that’s the second hypothesis.
The third hypothesis is around increased competition. The Japanese miracle economy, the best years of Japan, were at a period when it faced very little competition from other countries that were similarly placed. The major competition at that time was Germany. And Germany, quite frankly, was competing in different product markets. In some product markets there were overlaps, like automobiles and machine tools; but by and large, there were opportunities for Germany and Japan to differentiate.
But now, Japan faces increasing competition from the more mature, so-called Asian Tigers, as well as from emerging low-cost countries like China, India, Vietnam, Brazil, and so on. And so this increased competition is what is making Japan unable, in some sense, to replicate its past success.
So these are sort of three hypotheses that we can put out there. As you think about these three hypotheses, the solutions become quite clear, right? Certainly with transparency, the solution is, well, get real and take the losses. Smell the coffee and act accordingly.
With the hypothesis around risk taking, it’s around creating appropriate incentives for entrepreneurs to take risk, changing the culture around failure, recognizing that with risk comes failure. And with increasing competition it’s about changing your value proposition, differentiating yourself. There’s a whole literature on strategy that talks about how mature companies deal with emerging threats, differentiating on different bases. So there are different solutions that are available. But here are three hypotheses that I’m in the process of exploring, precisely in that context.
KOTARO TAMURA: Okay. One final question. Final question. You are insider, so . . .
KARTHIK RAMANNA: Insider.
KOTARO TAMURA: Harvard Business School graduate.
KARTHIK RAMANNA: Okay. So that gentleman hasn’t asked a question.
MAN: According to your three hypotheses, can I assume that it’s some sort of globalization of the corporation? Or the corporation globalization? What is the definition of globalization in your point of view?
KARTHIK RAMANNA: What’s the definition of globalization?
MAN: Right. And then how do you evaluate Japanese corporate company? Is it globalized, or not ready?
KARTHIK RAMANNA: That’s a great question. It’s a little bit of a tangent from what we’ve been talking about. But globalization, very literally, would be operating across multiple geographical segments, or geographical markets. Globalization as a phenomenon doesn’t apply, in my view, uniformly to all corporations. It doesn’t apply uniformly to all countries. And so globalization is something that you want to treat like any emerging phenomenon. It’s something you would want to treat just like you would treat, say, the emergence of information technology, or the emergence of the Internet, or the emergence of alternative energies.
Globalization doesn’t make sense for everybody. And so it’s not clear that every Japanese corporation has to globalize. Some Japanese corporations will have uniquely Japanese value propositions, and globalization may be less relevant to them. That doesn’t mean that they can escape globalization — just like you can’t escape the Internet, and you can’t escape IT, and you can’t escape environmental change, or climate change, and so on.
But that’s the context in which I would advise you to be . . . again, to take a nuanced approach towards globalization. And so I think the definition of globalization to a Japanese corporation will vary tremendously, based on the product market, as well as where in the value chain they are. Because they would have to respond differently based on that.
KOTARO TAMURA: Thank you. Before coming to GLOBIS tonight, we have to disclose . . . we have to say; we have to be very transparent, you know. We have to disclose the fact that we had a Japanese beer. Yeah?
KARTHIK RAMANNA: Yes.
KOTARO TAMURA: Yes. So, thank you for that. And you know, you can be very straightforward. I have a last question to ask you. How did you enjoy, compared to the discussion done in the Harvard Business School classroom, the GLOBIS classroom? Frank, straightforward comparison, please . . . with Japanese beer.
KARTHIK RAMANNA: Okay. I have a mic, thanks. So, very honestly, this has been a remarkable opportunity for me. My experience in the Harvard Business School classroom is quite different because, again, we deploy the Case Method. And it usually involves the students doing most of the talking. I’m not used to doing so much of the talking. But I’ve learned a lot from this environment, as I do from teaching at Harvard Business School. Again, I think different institutions provide different strengths, and operate in different environments.
In that context, I deeply appreciate the opportunity to be here and to hear you speak about these issues. I hope this was at least as useful to you as it was to me. Thank you very much.
KOTARO TAMURA: Thank you very much.
MC: Thank you very much. Please give a big round of applause to Dr. Ramanna and Mr. Tamura. [applause] Thank you very much again. This brings us to the end of tonight’s event. Once again, I would like to thank you all for being such a great audience, and for providing us with such a great interactive discussion to us all. Thank you. Please give a big round, another round, of applause to Dr. Ramanna and Mr. Tamura. And please fill out the questionnaires that we distributed on your seats, and leave them on your seat before you go out.
Thank you again. We hope to see you all again at GLOBIS University soon. Thank you.