The Dovenschmidt Quarterly
Tragedies in corporate life like Enron (US) and Ahold (Netherlands) sprung from the ambiguous role accountants played towards the corporation and vice versa and from the matter of accountability of management in general. Major oil companies like Shell (being unable to implement changes in its operations in Nigeria has recently even been removed from the Dow Jones Sustainability Index) and BP (confronted with uncontrollable problems leading to unprecedented environmental consequences in the Gulf of Mexico) must, under scrutiny of public opinion, rethink the sustainability of their global strategy and their relations with all constituencies. The financial and proceeding social debacle as a result of the takeover of ABN Amro by Fortis, Bank of Scotland and Banco Santander is another eye-opener. The takeover triggered a variety of questions concerning the relationship between corporations and surrounding actors who influence corporate activities and policies, as well as the interrelation between these stakeholders. These and many other corporate tragedies have had a broad impact on various parts of the corporate world and its stakeholders. The discussion on the use of anti-takeover devices was heavily influenced, the position of the various supervising bodies is at stake, the dominant role of capital suppliers seems to intensify and, last but not least, the current law and economics based approach to the relationship between capital suppliers and management tends to lose its importance from a lawyer’s view of the structure of the corporation. Altogether these changes lead to the need for coherent and fundamental analyses. DQ provides a platform to rethink and readjust the structure of corporations and their constituencies to contribute to a more socially responsible approach.
Contemporary corporate issues have created a strong need for an effective platform to analyse and discuss corporate structures. This should be a platform where internal and external changes which modern corporations have to face can be viewed and analysed in relation to e.g. the positions of managers, employees, shareholders, financial institutions, corporations, governments, social organisations and scientists. Such a hybrid new forum where corporate practice in a changing environment meets science had to be created. With this very different approach and also keeping in mind the sweeping social changes that we will face in the decades to come, DQ will shed new light on actual international corporate performance as well as the most recent corporate scandals in various parts of the world and their causes. Moreover, it should contribute to a new mindset for parties affecting, or being affected by, the actions of business as a whole, preventing these scandals from happening.
Today’s, but definitely tomorrow’s requirements for corporations will be vastly different from the requirements that our primarily economically driven societies have had in the past few decades. The rate of development of our communities will gain further momentum in a direction which demands broader corporate objectives. The new standard for “business as usual” of corporate policies will be a balance between social, environmental and economic dimensions and concerns. This trend is known as sustainable development and for corporations as corporate social responsibility. During the past two decades, companies in the currently dominant structure (corporations facing shareholder activism or otherwise confronted by active stakeholders) have proven unable to adjust sufficiently to changing social demands. These companies will be even less capable of actively promoting this transition in the interest of their own long-term objectives. Therefore, necessarily, the structure of companies must be analysed and amended from a perspective which carefully monitors those changes and developments in society that influence stakeholder positions and approaches. These and related crucial challenges will be at the core of the articles for which DQ will provide the appropriate forum.
Sustainability literature shows that over the last 25 years the world has been - metaphorically speaking - paved with Corporate Social Responsibility (CSR) programs and projects. During this period the design, development and realization of CSR programs and projects has certainly improved in content as well as professionalism. In front running companies CSR moved from the corporate periphery to a core business element.In some companies it even became an essential part of corporate strategy. CSR has become more mature, more measurable and last but not least it has become a more coherent concept in terms of its social, environmental and economic dimensions. CSR has developed into various protocols and guidelines – like OECD, GRI, Global Compact, etc. - in which even the rudiments of soft law are already apparent. CSR performance is increasingly documented in corporate sustainability reports and simultaneously it has become externally evaluated, ranked and rated. Especially the more long lasting CSR programs and projects in companies have provided a corporate competitive edge, incremental and radical innovations, corporate renewal and a positive effect on the financial bottom-line. All this has made CSR favouring executives and managers more respected professionals front running companies compared to earlier days in this development. In pursuit of sustainable development it became clear that, from a government perspective, a non-governmental organization perspective as well as from a business perspective, CSR became the right thing to do and reflects the corporate contribution to a more sustainable development of society. Recently Porter and Kramer even proclaimed that a new phase in the CSR business paradigm would be to redefine the corporation around “creating shared value” (HBR, 2011).
This may all be true in the view of those in the frontline of CSR developments but the peloton of the vast majority of companies, where the major contribution towards a more sustainable future still has to be made, does not move at all. From this perspective the adoption and success rate of CSR programs and projects still does not match expectations. The CSR induced changes occur too slowly and too incrementally to achieve meaningful sustainable development in due time. In real life the CSR and sustainable development induced corporate performance stops at the borderline of a relatively small number of front running companies and spin-off into the business community as a whole remains very limited. Even within the front running companies the embedding of CSR in existing corporate structures has proven extremely vulnerable and shows high levels of fall-out. For example, a takeover or even a change in the composition of its Executive Board and/or Supervisory Board could instantly bring corporate CSR performance to square one. While many other factors that have an impact on the short and long-term success and failure of CSR programs and projects are already extensively described and analysed in literature, there is little insight into the relative importance of these factors and their relevant interconnections.
On the basis of their research and broad spectrum of professional expertise, the founding team for DQ became more and more convinced that CSR will not occur without vast transitions in corporate life, corporate law, regulation and governance. Therefore, DQ will certainly challenge the broadly supported perception in society that there is no substantial role for corporate law and regulation in speeding up CSR development.
DQ aims to put on the agenda and thoroughly analyse evolving social demands their actual and potential impacts on companies, corporate law, regulation as well as corporate governance. These discussions concern the form, nature, structure, mission, strategy, policy, technological and organisational innovations, business cases, business models and last but not least the overall performance of companies in social, environmental and economic dimensions. Attention will also be given to – what we call - constructive corporate law assessment. In doing so DQ will document and evaluate actual and possible company law and corporate governance reforms which drive or inhibit the development of CSR.
DQ’s target audience will be as diverse as its approach is multidisciplinary. Here we are aiming for an audience consisting of various stakeholders such as supervisory board members, executive board members (CEO, CFO, CLO, COO), managers, employees, shareholders, financial institutions, corporations, administrators, politicians, governments, social organisations, lawyers, economists, social engineers and academics.
First of all, DQ is focusing on its mission and related processes. The more DQ succeeds in its mission, the greater the number of excellent articles and readers that it will attract. This success will be decisive for DQ’s citation index related impact factor. It seems too early to provide any figures but in qualitative terms DQ will focus on realizing its mission by:
Playing a key role in the study of corporate structures - with the corporation as its dominant representative - in relation to their biotope in transition, social and technological innovations, corporate social responsibility, business cases and business models and socially responsible governance.
DQ aims to be among the most relevant platforms for the broader social debate concerning developments in corporate law, regulation and governance which could stimulate a profound and timely rise of effective sustainable development and CSR.
DQ content is based on research and practice while simultaneously challenging designs for new corporate frameworks and related (government) policies.
DQ strives for success as an international, multidisciplinary and, when possible, interdisciplinary review, a platform which is currently missing in this field.
DQ will provide challenging contributions presented from various perspectives, fields of expertise and legal systems.
DQ will provide assessments, new insights and theoretical approaches of the positions of various stakeholders, their interrelations, connections with corporations and influence on corporate policies.
The startup team is responsible for the background, the initial content description, the arrangements with the publisher, the formation of a foundation as a legal vehicle of the Quarterly, the composition of the preliminary advisory board, the composition of the preliminary editorial board, the general content for the first 2 or 3 volumes and last but not least the organization of the first meetings of both boards in due time which will be fall 2011 and in 2012.
The startup team members and members of the preliminary editorial board in a random order are:
The startup team makes good progress and has created:
The startup team is yet involved in the formation of:
DQ’s aim is to have roughly 10 to 12 advisory board members and 6 to 8 editorial board members. Both advisory and editorial board members are asked to agree upon a first term of 3 to 4 years. Most importantly, our board members are, and will be, dedicated and passionate professionals who enjoy co-creating and co-developing DQ’s future..
Accordingly, we have decided on the following profile criteria for members of the international advisory board and international editorial board. These broad criteria contribute to DQ’s essential dimensions, by promoting;
Additionally, we have developed a list of person quality which we believe will be essential for achieving DQ’s long-term mission;
We have agreed to a collaborative approach in which we invite potential members from science, CSR/sustainable development, corporate community and non-governmental organisations. Having made this decision, we started to invite distinguished representatives from the fields of economics, law and economics, corporate law and governance.
Guido Calabresi (USA), Emeritus Prof. Law and Economics, Yale University, USA (Guido holds over 40 honorary degrees from universities worldwide).
John Armour (UK), Prof. Law and Finance, Oxford University.
Theo Baums (German), Prof. Law and Finance, Goethe University, Frankfurt
Henry Hansmann (USA), Prof. Law and Economics, Yale University, USA (Business Organizations; Contracts; Law, Economics, and Organization; Legal & Economic History of Enterprise)
After this we started to invite representatives from the Sustainable Development and Corporate Social Responsibility field (this activity is currently in progress):
Jacqueline Aloisi de Larderel (France), former Assistant Director General of the United Nations Environment Program and Executive Director of the Technology, Industry and Economics Department located in Paris, Geneva and Osaka. Currently special advisor UNEP.
Ernst Ligteringen (CEO Global Reporting Initiative, to be confirmed). Chief Executive of the Global Reporting Initiative (GRI), an international organization with a mission to make sustainability reporting standard practice, driving its vision of a sustainable global economy. Before joining GRI, Ligteringen worked at various non-governmental and international organizations. His positions included postings in Africa, the Caribbean, Latin America, Asia, the Middle East and Europe, as Executive Director of Oxfam International, Director of Program Coordination of the International Federation of the Red Cross and Red Crescent Societies, and Consultant to the World Commission on the Social Dimension of Globalization at the ILO.
John Elkington (Founder of SustainAbility, aanvullen)
And last but not least we will invite some representatives from the business community (process in preparation).
Zhang Xinzhu (China), Prof. Industrial Economics and Competition Policy, Chinese Academy of Social Sciences (CASS), Jiangxi University of Finance and Economics (Nanchang), China.
Roberto Pardolesi (It), Prof. Comparative Law and Private Law at the Institute Luiss Guido Carli and University of Palermo, Italy.
Besides these people who already did commit themselves, the process of invitation is in progress and aims at attracting for example:
As we have lined out in our launching document, DQ aims at being a new, multidisciplinary, challenging and creative platform for various corporate stakeholders to analyze, discuss and develop corporate structures in perspective of internal and external changes. DQ is about the transitions in corporate life, law, regulation and governance in relation to the changes driven primarily by corporate social responsibility and sustainable development.
We expect our advisory board members to provide input for the Dovenschmidt Quarterly in general and its mission in particular. We expect the advisory board to provide insights into how the DQ mission could be addressed most effectively, creatively and inspirationally. We also expect the advisory board to help create a proper balance in the multidisciplinary approach and the ways our audiences could be addressed.
The advisory board is also asked to insights regarding actual developments, assessments of far reaching reforms and upcoming issues in their and DQ’s relevant fields of interest (also see our earlier Appendix concerning the launch of the Dovenschmidt Quarterly). We ask the advisory board to in adequately translating those issues into challenging insights, approaches and content for DQ. The different backgrounds of our board members will provide and guarantee diverse flavours in DQ’s discussions and outcomes. We will ask for thematic suggestions, subjects, authors and for multi-disciplinary approaches to the relevant issues as well as access to possible interested readers. Besides this the time to invest in DQ will be held to an absolute minimum for the AB members. In certain cases an advisory board member will be asked to provide their advice on specific issues by the chief editor of DQ.
For the moment we are focusing on an English journal but as soon as opportunities occur we will be open to suggestions for other languages.
We seek to attract global input for DQ. We are finding relevant authors first of all in cooperation with our board members and through our own networks. Subsequently we will establish the active involvement of some leading institutes in the fields of CSR, the business community, sustainable finance, accountancy, governmental and non-governmental organizations, economics, law and economics, corporate law and governance. In doing so we will source from a broad pool of authors for relevant articles placed at the forefront of thinking and practices.
At this very moment the marketing strategy and approach is designed in close cooperation with the publisher and will be public before the autumn meetings.
The Journal will be distributed online as well as on paper. The exact model to is under development but it will be set up to have a broad audience from the start. See next question.
The approach will be chosen of starting up with a large scale free distribution and after a certain number of issues DQ can be purchased by subscription. The price for this is not set yet but will be market conform.