LAS COMPRAS PÚBLICAS Y SU IMPACTO EN LA ECONOMÍA NACIONAL

To this point I have shown how both formally and informally structured corporate agents may be held genuinely morally responsible for their actions and the outcomes they occasion. I have also shown how a ‘simple’ structure of either kind is insufficient as an account of how typical large business organisations work and generate moral responsibility. In particular I have shown how any formally structured corporate entity must be associated with an informally structured entity, most typically constituted of the owners of the corporation, who set up and make ongoing decisions on how the formal structure should function. This ‘complex’ structure combines two irreducible corporate agents, both of which can bear moral responsibility for the actions and outcomes of the corporation. This is not the only way that such formal and

informal structures may combine in a complex organisation, however. To develop this account of complex structures further, I will expand on the explanation I have just given of the relation between the formal structure of a corporate agent, and the actions of the informally

structured group supervening on the attitudes of the corporation’s owners. The account that I gave is, generally speaking, a plausible description of what happens when a formally

structured corporate agent is set up. It is also a good account of the ongoing interaction between the ‘ownership’ group and the formal structure. What can be added, though, is that other factors apart from the attitudes of the ownership group may act on and change the formal structure once it is established. It may evolve in ways that are beyond the control of this group. If this happens then, clearly, the link between the actions of the formal agent and the moral responsibility of the informal agent supervening on the ownership group will be weakened or broken completely.

How might such evolution occur? One explanation that I have already set out is that

individuals populating the formal roles within the organisation are endowed with the power, through the operation of the approved decision making process, to alter that structure. Another is that, besides the ownership group and individuals acting as formal role holders, other individuals associated with the formal agent acquire the power to alter its structure. Indeed, I will argue that not only do such individuals exist, but that they will often constitute additional informally structured collective agents that are associated with and influence the formal structure that underpins the organisation. In other words, while the ownership group is a special case, it is only a special example of a more general phenomenon associated with large, formally structured organisations such as businesses. The picture that then emerges is of a complex organisation where a number of informally structured collective agents are focused around, and input into, the formal structure of the corporation. To see how this would work, I return to French’s original discussion of how corporations are structured. When I have been discussing the notion of corporate policy I have been assuming for the sake of convenience that all the statements of corporate values and corporate beliefs are contained within officially recognised documents that are clearly identified. This has been an over simplification, as closer inspection of French’s discussion reveals.

The notion of a ‘policy recognitor’, the basic unit of corporate policy, is actually quite vague, and French considers different places that they may be found. One place we may look for such information is in the corporate charter, although as French points out most charters simply allow the business to pursue ‘any lawful purpose’. If this were the only policy recognitor,

however, then corporate actions ‘would be rendered trivially moral (or legal) and totally uninteresting from the moral point of view or from the legal point of view’ (French, 1984: 56). This is because any immoral or illegal action undertaken in the name of the corporation would by definition not conform with corporate policy and so would therefore not in fact be a corporate action. Given that we are inclined to believe that corporations can genuinely act illegally or immorally, we need to identify further recognitors of genuine corporate action that go beyond the charter. French introduces the notion of a ‘legitimate’ corporate activity as one that accords ‘with general expectations, patterns, and standards for [an] activity’ (ibid: 57), and offers the example of it being a legitimate activity of Ford to ‘design and manufacture [...] a compact, fuel-efficient, low-cost automobile at the lowest possible production costs’ (ibid.). A legitimate corporate activity is not, however, necessarily a moral or legal activity; Ford’s legitimate activity described could be instantiated by the action of producing the Ford Pinto, a car that had significant (and known) safety flaws (ibid.). This is all in line with the analysis I have offered to date. The important question here is what counts as a policy recognitor that identifies a legitimate corporate activity.

Formal documents that incorporate quite explicit statements of values count, as we have seen. But other expressions of corporate values can count as well. In particular, values that are not formally recorded in any corporate documentation but that nonetheless have come to underpin activities undertaken by the corporation – through their general acceptance by the individuals that make the decisions and take the actions regarding those activities. In order for this account to be plausible, the situation that I captured in my earlier example of the bank must be extended. While, in that example, it was the ownership group that formed the body of employees of the bank as well, in the majority of corporations the employees are a distinct body, or at least not all employees are owners. The idea here is that, while the employees only have the ability to alter the formal documents if they occupy particular formal roles that allow for this power, and they follow the prescribed process, they nonetheless have the ability to develop and act upon an alternative set of values, as a group, in a more informal way. And, so the idea goes, this set of values can be just as legitimate if not more so than that captured in the documents.

To make this claim plausible, and develop its implications, I will move on from the example of the bank and set out and develop another example that is used by French, based on a

corporation that manufactures aircraft. In this example, a salesman working for the

order to make a sale. This is in direct breach of a written company policy about doing business in overseas markets. The question now is whether the company has bribed the buyer or not. As the act is in breach of the written policy, the initial response will be that it has not. However, French argues that things are not as straight forward as this. It is also important to observe how other members of the corporation respond to this act: if the salesman’s board, or direct superiors, endorse the action then this is evidence that actual company policy is not that written down in the corporate literature, but something else entirely. How should this

situation be characterised? One way would be to say that the employees who have some remit over the actions of the salesman – the individual himself, other sales people doing the same job, the supervisor or supervisors, the board – form an informally structured collective entity that has adopted a set of values that is different from that captured in the corporation’s formal structure. Of course, to say this assumes that this group meets the conditions for the establishment of such an agent, but let us suppose for the moment that it does. A further assumption behind the claim that the values of this informal collective constitute actual company policy is that the informal collective can be indentified with the corporation, rather than the corporation being only and entirely instantiated by its formal structure. But this does seem right. If everyone who works for the business, or at least the people relevant to this action, form the informal collective that holds these values, it would seem strange to say that the corporation did not endorse those values.

French, then, thinks that in this case the values of the informal collective are the true

corporate values, and the values instantiated in the formal structure are not (although he does not put it in so many words). However, what French does not consider is whether both these types of policy might be genuine in some sense – perhaps the equivalent of competing desires, with one sometimes winning over the other, and vice versa. Indeed, as we have seen it is perfectly possible for corporations to hold sets of desires that will sometimes generate internal conflict. Let us accept, then, that both the formal set of values and the values of the informal collective are genuine corporate values. Has the company acted intentionally when making the bribe? The answer is clearly yes, since it has acted in pursuit of a value of that it holds (one held by the informal collective entity). Given that this is so, we can now ask the further and crucial question – has it acted reflectively, such that it may be held morally responsible for bribing the buyer? To answer this, I need to say more about how the reflective process may be instantiated in the kind of informally structured collective entity comprised of the employees of a corporation.

Take the case of the aircraft manufacturer. Imagine that senior members of that corporation form part of the informal collective that has been endorsing bribery. They do not wish to change this approach to doing business, but have become concerned that the conflict of this practice with official policy may be causing confusion amongst some sales teams, confusion which risks undermining some potentially profitable deals. In order to address this concern, they hold a confidential meeting with the whole of the sales side of the business to discuss the situation. They set out clearly that there is a conflict of approaches within the corporation’s values, and let attendees express their opinions. They then ask them all to accept the policy of bribery when necessary as the basis of their sales approach with overseas buyers. They also offer to relocate any employee who is not happy with this approach elsewhere in the corporation. In this way, it seems clear, the informally structured collective entity that supervenes upon the attitudes of all members of the sales side of the business has explicitly endorsed the value of ‘bribery when necessary’. Moreover, it has also explicitly adopted that value as its overriding imperative, to be pursued in cases where it conflicts with other corporate values (whatever their source). In this case, the informally structured collective entity is morally responsible for the bribery that ensues. Since it is also an integral part of the aircraft manufacturing business, that corporation (assuming that this is an entity with broader scope) is morally responsible too.