Corporate Governance and Business Ethics at Carrefour
- Theoretical Grounding
Governance is a day to day activity that involves practice of authority over individuals in an organization. It is an essential part of organizational leadership channel because it determines not only the success but also the relationship between the different stakeholders of a firm. Thus the introduction of corporate governance in guiding decision making and regulating the market mechanisms has been of utmost significance to the growth and development of Carrefour (Branco & Rodrigues 2007). In addition, corporate governance has been defined by the Carrefour management as the mechanisms of internal control of an organization which guides and directs market mechanism visa vice shareholders, the board of directors together with all the other stakeholders inclusive of the local communities in which the business operates. To this extent the concept of governance has been made to include essential functions of management such as planning, organizing, leading and controlling.
The process of corporate governance is intricate thus it is filled with numerous challenges emanating from the environmental factors. This is to imply that the operations of Carrefour are affected by not only its control mechanism but also by its interaction and association with both the internal environment and the external environment. These two environments have also been referred to as micro and macro environments respectively and they are affected by the organizational structure. Kingsolver (2008) reiterates that the key elements that make up the organizational structure at Carrefour are the board of directors, the management teams, departmental heads for the chain stores and the agents. Each of the elements is charged with performing special responsibilities to ensure organizational success. Precisely, this has been a determining factor which has boosted the growth and improvement of Carrefour unlike when it started as a single unit firm at Annecy in the year 1958.
The corporate structure embodied by the proprietors of Carrefour has been functional to date with few amendments to suit the current global markets and fit into the competitive demands posed by the retailing industry which has been dominated by Tesco, Sears Roebuck and Wal-Mart among other small scale supermarkets. In spite of the competition the corporate structure has shaped the working of the corporate officers determined by the help of major stakeholder who have often guided the functioning of the management and departmental heads. At Carrefour just like any other contemporary business competing for market shares in the international markets, its major stakeholders have stood out to be trade creditors, shareholders, debtors, suppliers, surrounding communities and the customers. The stakeholders have had an impact on each and every decision made by the firm because they are the main determinants to the success of Carrefour. These groups can be further classified into internal stakeholders who include executives, boards of directors as well as employees.
Stakeholders determines much of decision making process because they much of their interest is on the corporate governance of Carrefour. Even though the corporate governance is aimed at mitigating issues arising from stakeholders, it has at times proved to be hard to put all the interests of the stakeholders at heart. This is because even though the major stakeholders are involved in making corporate laws, policies, and customs, it is the other players in the institution who will make them operational therefore it bring in conflicting interests. In addition, the level of accountability with regard to corporate governance is fully dependent on the executives and the board of directors who have to ensure that Carrefour increases its profit margins despite challenging economic times and stiff competition. With conflicts of interests in mind, the economic efficiency of a firm can be easily lost.
In addition, Carrefour is obliged to take care of the shareholders welfare which further makes corporate governance problematic in the sense that managers have to strike a balance between satisfying these interests. For instance, whereas the board f directors might want the organization to compensate them with lump sums of money because of the role they play in governing the affair of the organization, the executive group might want the organization to grow and make more chain stores in different countries around the world. Employees might also be interested in advocating for salary increases while the consumers may fight for reduction of prices on some commodities. Likewise, the surrounding communities might demand that Carrefour provides them with some essential services such as improved infrastructure.
On the other hand, the government may impose regulations on the limits of trading activities or regulation of business activities through changes in taxes of basic commodities. Creditors and debtors might also present their grievances. The same scenario applies to shareholders who may demand that the organization increases their dividends and earnings per share ratio. From this point we can easily identify the challenges faced by corporate management. Additionally there is the challenge of maintaining business ethics while conducting international business because it is one way of maintaining positive publicity. According to marketing analysts, organizations that maintain a good reputation with the customers are more likely to success because positive publicity boosts customer loyalty and goodwill as well.
Goergen (2012) emphasizes that challenges posed to international corporate management can be can be partially prevented or regulated through integration of powers. This implies that the role of management and ownership has to be merged in order to reduce cases of issues related to principal and the agent. This is because the agents act as representative for the business owners and acts as a link between the stakeholders and the management. Apparently the agent has more information concerning every aspect of the business. For instance at Carrefour, the management has information than the shareholders who represent the business owners. Despite suggestion for integration of powers between management and ownership, the dilemma in corporate governance is still a much conflicted topic. In the end, it is preferable that corporate management team should also be entitled as shareholders so as to ensure that they perform dual roles of management and ownership so as to breach the gap created by conflicting interests in corporate management.
The second issue relating to Carrefour is corporate governance which comes in handy as it relates to with corporate finance making it a very sensitive subject. Most modern corporations including Carrefour have been affected by issues of accountability. Among the issues discussed in corporate accountability include financial or accounting fraud, corporate scandals and corporate ethics. Corporate ethics deals with the examination of moral principles that influence the way a business conducts its corporate duties. During the operations of Carrefour, problems with ethical practices and business morality have emerged along the way but the management has managed to deal with them in a way that is satisfactory to regulations set by the laws. The main concerns emanating from Carrefour’s operations in relation to business ethics have been with due respect to non-economic concerns and the need for profit maximization (McWilliams and Siegel 2001). Business ethic became a major business concern in businesses at the beginning of the 20th century where most organizations begun laying emphasis on ethical codes of conduct and Social Corporate Responsibilities (CSR).
Because of such charters and regulations by governmental institutions related to sustaining of business ethics and consumers rights groups, businesses have managed to remain ethical despite cut throat competitions and hard economic times. Carrefour has been among the large multinational corporations that have had an impact on the communities in which it has operated by observing principles relating to CSR and this has attributed to the accelerated optimization of its corporate ethics code. At Carrefour, the ethics code has been designed to capture many components including fair trade activities, issue of financial contacts, CSR, terms and conditions of trade, marketing and sales, consultancy and tax payment, internal and external auditing, and compensation of the management teams. With regard to legality of business practices and contravention of corporate ethics code set by the government, Carrefour has managed to excel in being creative in presenting its accounting and financial records, it has avoided insider dealing, frauds concerning securities, misleading advertisements, and corrupt dealings. Basing on the macro environment, Carrefour has had a good reputation with regard to scams relating to foreign exchange, and criminal dealings in the international financial markets (Mallin 2011). This has the overall implication that Carrefour has managed to interplay the two issues of consideration which are corporate governance and corporate ethics.
- Company Background
Carrefour is a chain of supermarkets and retailer stores that has established itself as a multinational with operations in countries across Europe, Asia, America and Africa. Its’ headquarter is at Boulogne, Paris in France while the operations and main decision making for its chains of supermarkets are managed at its offices at Essone, Evry in France. Carrefour has been ranked among the largest and best performing hypermarkets by consumer groups because of its mega investments evident by its approximately 1452 chains of hypermarkets, retail shops and self-selection stores. Rankings based on revenue and profitability margins have further supported that the firm is performing well as it has been ranked second in the retailing industry. The main competitors for Carrefour include Wal-Mart, Tesco, and Sears Roebuck among other regional chain supermarkets.
Most of its business operations are in Albania where it opened its first store in 2011 at the East gate. Here it was established basing on the laws of international businesses set by the European Nation and it is aimed at providing employment as a social corporate responsibility and promoting the sale of imported goods and products from both France and Albania (Knopf 2011). In another instance, Belgium was among the first international markets to be penetrated by Carrefour in the year 1969. Its market entry strategy was a strategic merger with GB Group after which it acquired it as a target firm. It then established itself in this market as a socially responsive business by the name EcoPlanet Carrefour. Among the CSR here were the introduction of a store charged with the sale of natural gas and green energy and in 2010, it launched online shopping for its Belgium customers which consequently led to layoff of 1672 employees.
Carrefour has had a good time in Bulgaria where it has been in operation since 2009 under a franchise deal with MSC Bulgaria. The Brazilian market has also been productive for Carrefour after its inception in 1975 and since then it has been among the biggest supermarkets competing Group Casino and Wal-Mart by selling millions of products annually. Carrefour has further opened retail branches in Bahrain by forming franchises with the Bahrain City Centre. In Asia, the firm has managed to establish itself in China, where is has 36 hypermarkets and it’s a leading retailer basing on corporate social responsibility reports (Sytse and Hein 2013). In Europe, Carrefour is situated in Argentina, Brazil, Georgia, Indonesia and Dominican Republic. Elsewhere, it has hypermarkets, supermarkets and chain stores in United Arabs Emirates, Iraq, Iran, Kuwait, Lebanon, Saudi Arabia and Qatar (Clarke 2004). It further has shops in North Africa specifically Egypt, Morocco and Tunisia. In Egypt, there are 10 franchised outlets in shopping malls at Alexandria. Unfortunately, the ethics code regarding consumer social responsibility was broken by Egyptians when they looted most commodities from these shops during the 2011 Egyptian revolution (Bevan 2008).
- Social Report – Critical Review and Analysis
Looking at business from the society aspect, Carrefour has managed to define its society as the factors in its micro environment that determine the way the business interacts with the neighboring communities around it. According to Lozano (2000) Carrefour has grown to appreciate that modern societies are shaped by morality and ethics but with corporate governance it becomes easier for human beings to find purpose in our societies. Societies have been known to shape people and organizations into possessing the right attributes towards life. Societies not only nurture the growth of individuals and organizations but also facilitate the process of actualizations and fulfillment. The society has therefore played a two tier functions which involve shaping the growth of people after which the people are made to shape the growth of society and organizations.
According to Robotham (2005), Carrefour appreciates the idea of common good exists in our societies and it is promoted by ethics and CSR. For our societies to function properly there is need for systems of governance which is an equivalent of corporate governance in businesses. With the view of balance between corporate governance and ethics in mind, it is worth acknowledging that conflict of interests have resulted into problems at times thus the operations of Carrefour has been hampered by such issues relating to ethical practices and corporate social responsibilities. This was evident in 2007 when 30 employees working for Carrefour from Indonesia were diagnosed with gaseous poisoning. The employees who were working at the now closed Ratu Plaza had inhaled high amounts of carbon monoxide gas. The reason behind the intoxication was established to be poor ventilation in the basement premises where the Carrefour mall was located. This made the world to believe that the organization was lacking in ethics because it risked the lives of its employees so as to earn more profits through cost saving strategies relating to constructing sound and safe buildings. As a response, Carrefour decided to close down the mall amidst mass protests which would have harmed the name of the organization.
Again in the same year, Carrefour was arraigned before the French court for deceitful advertisements. In the suit, it was claimed that Carrefour deceived customers by making advertisements after which they hoard the advertised products. This has the overall result of inflating demand while supply increases due to customer awareness created by the advertisement. It was further claimed that the products could then be reintroduced to the shelves with the prices hiked in order to defraud of the customers. This is a second instance of corporate ethical issues faced by Carrefour. In understanding such protests and relating them to corporate governance, then it would be prudent to illustrate the ideas carried forth from conflict of interests where the firm is aimed at maximizing its profits at the expense of its customer’s welfare. The code of conduct regarding corporate ethics banishes the use of deceitful advertisements which either exaggerate the features of a product or make customers to believe that the product can offer value while the manufacturer is sure that the product lacks the attributes advertised.
In another instance of business ethics and corporate social responsibility, Carrefour was blamed for the death of a customer at its premises in Jakarta Indonesia where a metallic rack fell on a three year old. The boy died on the spot because of internal bleeding but the management of the Carrefour retails stores failed to meet the demands presented by the family of the deceased child. This was another incidence when the organization was deemed to have acted ignorantly in ensuring the safety of its customers. Worse still, the manager in charge of corporate affairs at the premises refuted the allegations regarding them as malicious and aimed at tainting the name of the corporation. All in all, there is need for an organization to keep the interest of the customers and the employees at heart (Sun 2009). The incidence was an indication of negligence and lack of corporate ethics more so on the side of Carrefour which could have responded to the needs of the customer. This means that the shelves had not been fixed according to desirable specifications thus presenting a health risk to not only the three year old boy but to other customers visiting the premises.
Carrefour was also accused of violating government regulations set by the French government with respect to the sale of meat products, labeling of products, expiry dates and sale of obsolete products, and over freezing of agricultural products. These mistakes made the company to be fined and among the charges raised were refusal to put labels and tracking information on meat products. In reality, Carrefour might have failed to adhere to these regulations because marking of meat products often led to shrinking of the original weight by 15% which is a significant figure in terms of revenue. Yet again, the French based hypermarkets were found to have stocked expired baby formulae. This scenario presents a threat to the future of Carrefour in France and Indonesia where it has failed significantly in embracing the ethical code of conduct and furthermore its corporate governance policies come into question.
The issues presented here dictate that Carrefour can do anything to maximize its shareholders earning at the expense of the customers health. Expiry dates are very important to both the staff at the hypermarkets and the customers so as to guide them into stocking and buying of fresh products at all times. Breaching the acts account for breaching of consumer rights which dictates that consumers should be provided with fresh products. Also, the government emphasizes on consumer protection that it why it took the responsibility of filing a law suit against Carrefour. The firm is obligated to empty the shelves and replace expired or unlabeled products especially meat products. Also, it is the duty of employees at Carrefour to ensure that the dairy products or other perishable goods are not over frozen so as to extent their expiry dates.
The firm’s corporate governance policies have also come to test when the firm is convicted by competitors for unfair competition practices. For example the Hong Kong chains of retail stores were closed in 2000 because the manufacturers claimed that Carrefour was selling their products cheaply. The main areas affected were the electronics section which was selling at prices below those of the rivals in China. The spokesman for Carrefour cited unfair competition as the cause for closure of its hypermarkets in the Chinese markets. Likewise, cases were reported of suppliers and customers boycotting products sold by Carrefour because of issues related to its French nationality (Berger & Easterly 2010). Its participation in the Dalai Lama project through one of its shareholders; Louis Vuitton annoyed its Chinese consumers. Mass protests were staged around hypermarkets and chain stores run by Carrefour after which consumers begun campaigns against Carrefour. As a result of the protests its websites were temporarily blocked in China (Borgerson & Schroeder 2008).
The organization responded positively to the accusations claiming that it had no selfish interests in the Chinese markets and that the company did not participate in funding the Dalai Lama project or the Beijing Olympics (Samuelson 2009). These cases scenarios present situations under which the code of corporate ethics can be broken and the role played by the stakeholders in directing corporate governance in a firm. These concepts had been stated in the theoretical background of the report and the issue emerge as either being in favor of Carrefour while other present challenging situations which demand the indulgence of other stakeholders. At times business situations may demand speedy action from the key players among them being the management teams and the boards of directors who might be called in to deal with issues of importance. Such encounters often need fast action and rationality in decision making because the issue of accountability will also set in making the corporate decisions. These circumstances pose a challenge to the long term survival of the firm because at times they are tainting to the image and publicity of the firm.
The summary below presents the ethical issues related to corporate governance as discussed in the critical analysis and review of the social report for Carrefour chains of retail stores, departmental stores, hypermarkets and supermarkets (Shumate and O’Conner 2010). The result of these tabulations will be to facilitate analysis of the pertinent factors mentioned above.
Figure 1: Tabulation of key issues identified from either the social report of the company
|Key Issues||Stakeholders affected|
||Marketing department manager, Board of directors, government, competitors, suppliers, shareholders|
|Employees, customers, government, sales and marketing department manager, consumer rights groups|
From the table above, there are two pertinent issues under scrutiny: corporate governance which is represented by the executives, marketing department manager, Board of directors, government, competitors, suppliers, shareholders. In the section on corporate governance, the issue implicating Carrefour with boycotts in China stands out as a perfect example of the impact of Corporate Social Responsibilities (CSR) on a business.
Carrefour has made attempts at balancing between its internal operational efficiencies and its CSR. The corporate social responsibility is tied to the management decisions made by a firm with regard to improving the general image of the company to the outside world. It aims at manipulating the psychology of consumers into believing that the firm cares about its environments and the life of the communities or the environment in which it operates. As for Carrefour, the fact that it is a multinational corporation presents a different dimension to its decision making especially as concerns social performance.
The type of CSR model to be implemented by this firm comes under question because being a multinational firm presents the decision makers with a wide array of problems as well as advantages. This further implies that Carrefour has to develop some self regulating mechanisms that will enable the firm to suit in the different foreign countries. Even though the governing authorities are different and the competitors use different production, marketing and advertising strategies to gain competitive advantage over its rivals. It is advisable for Carrefour to ensure ultimate compliance to the laws of the country in which it is operating from. It has to mutate itself and shape its operations into what the government defines as the best CSR practices and this means that they will have to comply with the corporate ethical code, international norms, and common law safeguarding formation of sound business practices and additionally the firm should follow the spirit of law (Crane and Matten 2010). Furthermore, the firm should be targeting the common good principle embedded in corporate ethics. The firm should be seen to care for the good of the customers and the community apart from chasing its own interests and those of its stakeholders. The projects initiated through CSR programs should be instituted for the common good of the public thus according to ethics a properly designed CSR model should positively impact as many people as possible. Among the activities that can be initiated through such as CSR model includes construction of roads in areas served by a business, contribution of funds and personal support to charity, less privileged, orphanages and homes for the elderly, provision of essential services such as schools and hospitals.
At times, actions taken by shareholders at a personal level are binding to the whole organization. This is demonstrated in the decision made by Louis Vuiiton to fund the Dalai Lama Project was a possible corporate social responsibility but its short coming is raised by the question concerning the common good. The Chinese citizens who comprise of customers were among the people against Dalai Lama. This makes it uneconomical and unsound to invest in such a CSR model. Even though the actual issuing of funds was made by one shareholder, we observe that once the public gets information about Carrefour sponsoring the Dalai Lama project, there are protests, boycotts and disruption of the organizations functions because of fear of vandalism and looting. Reflecting back on the Carrefour’s retail chain in Egypt, the protestors who were against the President Mubarak regime broke into some chain stores and looted property worth millions of money. The Chinese incidence therefore elucidates on the advantage of marching corporate governance with the right corporate social responsibilities to facilitate their acceptability among the people.
In examining the second issue on corporate ethics while focusing on the death of a customer caused by negligence on the side of the Carrefour employees and technical staff, it is surprising at the degree of abuse of human rights (Crowther 2000). Customers have to be taken care off. In fact it is ironic how an organization that has put up such slogans as ‘Every day for you’ could fail to take care of its customers. It is human that mistakes happen but the case depicted by the management of the hypermarket at Jakarta when the parents wanted to negotiate with the firm over the accident contravenes the corporate ethics code. In purporting that the customer is the king, Carrefour would have made sure that its premises are safe from falling shelves. What’s more the departmental manager should have helped the parents come to terms with the situation because it was accidental. The negative picture presented by Carrefour is not in order with the corporate social ethics and this could be blamed on the inefficiency observed in the corporate governance.
The degree of both corporate governance and corporate ethics are weighted against the response time taken by the firm to identify the mistakes in the CSR models chosen and by responding to the needs of the customers. The case on the death of a customer at the Jakarta hypermarket could have been settled by helping the bereaved family through financial support after which the firm should make changes in the arrangement of shelves and if not, then liaise with qualified engineers to get the shelves fixed and reinforced. This action would save the image of Carrefour in future and help it achieve its corporate social responsibility
- Stakeholder Perspectives and Criticism
This section is concerned with the stakeholders’ perspective and critics concerning the Carrefour’s indulgence with two groups of its shareholders which are; consumers and customers. These two groups of stakeholders are the most affected by the circumstances facing Carrefour. Also this section will oversee how the company counters these ethical issues and corporate responsibilities in a certain way which becomes of utmost concern to the stakeholders in question. From the section on corporate social report and review and analysis, 30 employees working at a basement store in Indonesia are portrayed to have suffered from intoxication caused by poisonous gases. The added case involves customers who are made to risk buying stale products, another customer dies from internal bleeding caused by a falling shelf and the third instance is a consumer boycott in China where a shareholder supports CSR projects that are not in line with the principle of common good.
In this chapter, the organization is seen to care about some shareholders more than others. This might be a matter of policy making also determined by the corporate governance. The Indonesian managers are seen to be reluctant in dealing with the plight of both its customers and employees. Two cases are reported from the same country which is a symbol of a failing corporate policies. Coupled by emphasis on corporate social responsibilities, the organization is obligated to care for its workers without bias. In fact it is the employees who are in constant contact with the customers, re-emptying and filling the shelves, guiding the customers around the premises and more so they advise and at times influence the kinds of products the customers purchase. The organization needs to ensure that the employees’ welfares are taken care of and furthermore, they are supposed to receive adequate compensation for their services to the business. The human resource manager at Carrefour needs to ensure that the employees are motivated through incentives and rewards based on performance indices and degree of sacrifice portrayed by the customers.
By so doing the employees will feel appreciated and in line with the corporate governance goals of satisfying its stakeholders. The management of Carrefour reacted to the intoxication issues by closing down the basement malls because it was becoming a health scare to the employees. This is an encouraging move by the management after identifying that its employees were suffocated by carbon monoxide gases produced from electronics but because of poor ventilation the employees were negatively affected. The company further rushed the thirty employees to Central Pertamina Hospital which shows that they are equally concerned with the welfare of their employees as stipulated by civil rights groups and government regulations concerning work ethics and business morality (Bebchuck 2004).
In the case of a customer who is hit by a five meter high metal rack which fell on a young boy causing internal bleeding and subsequent death. The management of Carrefour in Jakarta was hesitant in dealing with the issue and later on refuted the claims citing customer negligence. This is an indication of negligence on the side of the management and compromise on its pledge to fulfill the corporate social responsibilities to its customers. In such an instance, Carrefour made a mistake that would haunt its sales and future investment in Indonesia because of negative publicity both from the customers who might feel like they are not wanted and customers who are cautious about shopping from Carrefour malls for fear of being injured by falling shelves.
As for the complains and law suits made by the French government concerning Carrefour, the management at the organization was forced to start afresh and replace the stale and expired goods with new ones because they posed a health hazard to the customers. For example the management directed the employees to dispose of the baby formula that were long expired. To some extent this situation has the implication that the employees at Carrefour are at times not catered for. Their failure to perform might be an indicator of low self esteem and lack of motivation. As a result the management is making attempts to inculcate a new corporate culture which has been affected by the use of Total Quality Management (TQM) principles. Likewise, ideas on Management by Objectives (MBO) are being institutionalized to avoid cases of shareholders funding to non-beneficial or controversial CSR’s which may lead to boycotts by suppliers and customers in other areas like it was in China. The management has also endeavored in striking a balance between the needs of all its shareholders so that all of them are involved in corporate governance.
The situation in China relating to boycotts and mass protests was quelled through communication. From this we see that a Carrefour needs to continuously communicate and reassure its customers, employees and suppliers that their interests are being catered for by the organization so as to avoid unnecessary unrests. Industrial unrests and employees negligence can be solved by motivational programs, incentives, and embracing of a decentralized system of governance (Aglietta & Antoine 2005). By managing the premises and workers properly, Carrefour is bound to navigate through the current problems that might have been a challenge in the recent past and further propels it into becoming a market leader. Embracing corporate ethical conduct would also see Carrefour make more profits in the American and Canadian markets thus beating their biggest rivals Tesco, Sears Roebuck and Wal-Mart.
The criticality caused by the level of interaction between Carrefour and its stakeholders is varied basing on the parameters of judgment of the corporate decisions made by the managers, boards of directors and the executive. Since Carrefour has chains of supermarkets, malls and hypermarkets around the world. Working as a multinational corporation has often been a challenge in its bid to achieve corporate social responsibilities concerning ethics. This is because there is a large chain of executives who make decision making tricky. Before a regional manager consults the head office for the way forward, the organization might have to postpone decision making even for essential issues concerning customer care relations. The bottom-line therefore remains that Carrefour has had problems relating to bureaucracy and this has been the cause for its not actively participating in corporate social responsibilities because the decision making process is rather too complex, painful and slow. This makes the regional managers to prefer making decision and policies in isolation without consulting the headquarters and this has become an issue.
The bureaucratic process in the Carrefour corporate governance structure is further aggravated by its market entry strategies among them being mergers, acquisitions and franchising. The idea behind franchising is that it facilitates an organizations access to a large customer base and increases the profits margins of a business but in the case of Carrefour, it has been an influential factor in compromising on corporate ethics. This is because the franchising firms make corporate governance more complicated citing on the presently existing problems caused by bureaucracy. Because of this the organization is deemed to have problems achieving its CSR obligations.
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