THE MOST GENERAL IMPLICATION of the Berkshire model is to preserve the possibility for variation in governance design and business structure. This spans many topics, including especially the character and duties of the board, the strength of corporate chief executives, and the degree of organizational direction harnessed by trust versus control. Over the past thirty years, U.S. policies on all such topics have moved in directions opposite those Berkshire has taken.
During the latter half of Berkshire’s rise to prominence, boards of U.S. companies shifted from the advisory model to the monitoring model. People from multiple vantage points heralded the outside director as a solution to governance challenges. The rise of independence displaced the importance of expertise.
This shift obscured the traits Berkshire boasts in its directors, especially an owner orientation, an understanding of business, and a commitment to Berkshire’s prosperity. These policy paths were driven largely by the periodic need to quell political disputes or respond to crises. The appeal to independence generated consensus at the price of costly flaws.1
While director independence remains a vaunted characteristic in corporate governance, expertise is making a comeback. The Sarbanes-Oxley Act of 2002 all but requires financial expertise on the board, and the Dodd-Frank Act of 2010 contemplates a similar approach to compensation committees. There is a case for the inside director, even if an uneasy one.
The Berkshire model proves both the value of expertise and the value of having some deliberative body available to handle crises (such as terminating executive employment contracts) and to steer the business during transitions (Buffett is relying heavily on the Berkshire board to promote continuity after he leaves the scene). The Berkshire model suggests both reasons to have a board and reasons to oppose its primacy.2 Berkshire shows that a corporation can thrive with an old-fashioned advisory board.
Before the 1990s, CEOs wielded substantial power, selecting directors and preferring deferential or passive shareholders. The rise of the independent board and of shareholder activism changed the dynamic. As boards and owners gained influence, they exercised it to curtail executive power. The long-term effects of such a shift are yet to be felt, but they could be sweeping.3
The Berkshire model is a reminder of the value of executive power and a cautionary note about such broad-scale change. Indeed, in his role as chief executive, Buffett has avoided the trap of icons who may be prone to vanity or licentiousness, proving that such flaws are not inevitable in CEOs.4 Berkshire’s plan to divide Buffett’s historical roles as chairman and chief executive between two individuals shows the appeal of governance design flexibility for different contexts—uniting the roles has been best during Buffett’s tenure, but dividing them may be best post-Buffett (chapter 12 explores succession).
Similar implications follow across all aspects of a company’s internal affairs. This chapter touches on a few: controls, norms, and Berkshire’s interest in promoting an owner orientation.
Controls and Trust
During the past four decades, corporate internal controls became a first-order policy option in response to a wide variety of national problems, from financial fraud to terrorist financing. Despite their proliferation as regulatory tools to address issues spanning consumer price gouging, worker safety and environmental protection, it is difficult to evaluate whether such controls work effectively and are worth their considerable cost.
Corporate controls began in the early twentieth century as internal processes, seeking to help corporations meet their objectives. This conception created modest expectations of results. Since the latter twentieth century, however, the use of controls as a leading policy option assumed a negative character. They become processes designed to prevent undesired events from occurring, a conception doomed to disappoint.
After all, controls are inherently limited in what they can do. They can be used sensibly to address the modest expectations associated with aspirational controls. But they increase the likelihood of the dashed hopes associated with the more ambitious efforts of preventive controls.
Systemic forces make controls an attractive policy option. The rise of the board-monitoring model played an important role, as controls dovetailed with and facilitated such oversight.5 Deregulation and increased cooperative compliance made controls appealing alternatives to direct regulation. Resistance to federal preemption of state law makes controls an attractive way to inject federal policy into corporate affairs.
The corporate social responsibility movement calls for greater corporate accountability; controls addressing interests of particular corporate constituencies seem tailor-made for the purpose. An entire compliance industry arose, led by auditors and lawyers who developed expertise in the design, implementation, and testing of controls.
Yet these forces often resulted in controls that appear to work and can be audited, rather than controls that work in fact. As a result, corporate America tends to expect far more from internal controls than such systems can deliver.6
The Berkshire experience, using minimalist controls in favor of heavy reliance on trust, demonstrates that controls are not necessary to promote compliance or other desirable outcomes. Policy makers should be willing to tolerate more trust-based corporate cultures than the prevailing climate favoring control permits. Companies ought to experiment.
But even Berkshire maintains a system of internal control over financial reporting. As Buffett joked, “no sense being a damned fool.”7 The expression begs the question: what is the right balance between trust and control, between norms and rules?
Norms and Rules
Most mainstream employees are trustworthy. They voluntarily obey company policy and applicable laws. But some cheat.
Why most people are obedient and a minority are miscreant is endlessly debated. Two broad theories vie to explain.
One theory looks to cost-benefit analysis and associated rules, the other to a sense of right versus wrong and norms. Rule-oriented organizations invest heavily in internal controls to promote a culture of compliance; trust-based organizations invest heavily in norms to promote an ethical culture.
The rules-oriented approach sees people as rational wealth maximizers who choose compliance or violation according to the applicable cost-benefit calculation.8 Cost-benefit calculations vary across companies. Benefits of cheating might include bonuses from meeting certain targets, while the costs might include punishments if caught discounted by the probability of being caught). Companies increase costs by applying formal internal controls, publishing and enforcing rules, conducting regular reviews, and imposing sanctions.
For particular companies, it is challenging to design corresponding frameworks to reduce the cost-benefit calculus in favor of compliance. The task is complicated by the diverse settings where incentives arise and the wide variety of circumstances different individuals face, from varying years until retirement to varying prospects of alternative employment. The upshot is an incentive for companies to double-down on controls. But that poses costs, especially creating a sense of a stifling bureaucracy that discourages innovation and entrepreneurship.
Norms refer to a sense of right and wrong. They are spontaneously generated standards of conduct, where departures are shameful.9 Reaching for targets is encouraged, but not by crossing any lines or cutting any corners. Within corporations, norms are formed through a range of forces that include the trust that arises when managers appreciate that they are acting on behalf of others, guilt that accompanies defying conventional expectations, and respect that responds to hortatory expressions in official policy.
The relative achievements of controls versus trust vary across companies. They work better or worse in different cultures and their relative presence in turn helps to define those cultures.
Norms work best when employees believe that applicable standards are fair and that any specific guidelines have been developed in a legitimate way. This explains why Buffett is emphatic about honesty and integrity. He demands that managers protect Berkshire’s reputation and expects that message to get to all employees.
Corporate size matters. People are more likely to adhere to norms within smaller communities than in larger ones. But Berkshire is massive, with four hundred thousand employees and generating $250 billion in annual revenue. Its solution: radical decentralization into scores of smaller subsidiaries that are divided, in turn, into thousands of still smaller business units. Employees become attached to their unit rather than to an abstract conglomerate power.
Consider responsibility. Trust is a powerful motivator. Responsibility is empowering and encourages reciprocity, in which case those who are trusted vindicate that trust. To quote Abraham Lincoln: “The people when rightly and fully trusted will return the trust.”
Berkshire’s practice of autonomy speaks to this, and over the years, scores of Berkshire managers have echoed what Bruce Whitman said: being trusted makes them committed to earn that trust.
The time horizon matters, too. Norms that induce compliance may be more effective in settings offering longer time horizons and broader goals (such as “rolling ten-year returns on invested capital”) than shorter horizons and narrow goals (like “this quarter’s earnings per share”). Again, Berkshire’s time horizon and commitment to permanence tap into this feature.
To sum up, Berkshire’s trust-based culture flourishes thanks to a clear normative tone at the top, decentralization, autonomy, and permanence. The system is reinforced by its aspiration to adopt an owner orientation.
Owner Orientation
As part of the conviction that Berkshire is a partnership, Buffett always stresses the importance of the company having an owner orientation. How to create this orientation varies across and down the business units, with compensation practices often playing a role. That is another reason for Berkshire’s decentralization: all compensation is set at the level of the direct report. Buffett sets the pay of the staff at headquarters and heads of the subsidiaries, which in turn are responsible for setting the pay of their troops.
As a general rule, stock options have never been part of any compensation package at Berkshire. No one other than Buffett is responsible for the overall performance of the company, so payment to anyone but him in its stock would be inappropriate. (In the future, the board might reasonably decide to pay successors, such as Greg Abel or Ajit Jain, in stock or stock options.)
In contrast to stock options, share ownership is an important part of Berkshire culture. For example, the owners of many companies who sell to Berkshire retain an ownership stake in their companies. Exact reasons vary with the deal: sometimes Berkshire requests the arrangement and sometimes the shareholders request it; very often both desire to do so.
Berkshire may value continuity in the traditional owner-manager attitude at some companies after absorption into Berkshire. This occurred when Berkshire acquired Shaw Industries, requiring the two top executives and their families to maintain substantial ownership for several years. At that point, Berkshire would buy the balance at a price tied to change in book value.
Berkshire made similar arrangements—buying a large controlling position, while temporarily leaving a block with family managers for a period of time—in two other large acquisitions: Marmon Group from the Pritzker family and ISCAR/IMC Group from the Wertheimer family. In each case, both sides valued the gradual ownership transition—the family for a combination of tax and planning reasons, and Berkshire for the signal and substance of continuity.
At Berkshire, many incentive arrangements are made at the time of acquisition. An explicit example concerns the self-starters at MiTek, manufacturer of construction materials acquired in 2001. Senior managers of the firm, which had operated as a subsidiary of a U.K. parent, were eager to participate in the Berkshire deal. So 10 percent of the company’s stock was allocated to a group of fifty-five of the managers. Each person staked $100,000 in the venture, many borrowing to do so. The managers thus shared in the business as owners.
At Berkshire, many compensation arrangements are tied to subsidiary profits. Some are explicit and directly promote an owner orientation. One outstanding example is H. H. Brown Shoe Company, a Berkshire-style business with roots dating to 1883 when it was founded by Henry H. Brown in Natick, Massachusetts, then a center of the nation’s shoemaking industry. In 1927, Brown sold the company for $10,000 to Ray Heffernan, a twenty-nine-year-old entrepreneur who ran it until he died at the age of ninety-two in 1990.
Heffernan had minted an unusual compensation system, in which top managers were paid nominal annual salaries, but shared in a portion of company profits. Thanks to that incentive structure, the business grew steadily over the years, including through occasional acquisitions and pioneering product innovations, such as using Gore-Tex for shoe linings. Buffett has never given any indication that the compensation system has changed, and it is not something Berkshire would stick its nose into.
Many people assume that Berkshire’s compensation structure is uniform, but this is not the case. Especially surprising is the variety of metrics that apply in different businesses and related compensation and bonus schemes. For example, at GEICO, the car insurer, every employee employed more than one year can share in profits. At GEICO, what matters most is the retention rate and underwriting profit on seasoned business. In contrast, at Gen Re, what counts is the growth in float and cost of float.
Distributors at Benjamin Moore and franchisees at Dairy Queen earn their compensation as all business owners do—revenues minus expenses. For those two companies, such owner-managers keep corporate expenses low while driving revenues higher. Executives of such companies therefore have a like incentive to manage the business with an owner orientation.
Entrepreneurs have many motivations, making money among them. Al Ueltschi and Bruce Whitman at Berkshire’s FlightSafety were driven by a passion for aviation and personal appreciation of the need for effective pilot training. At bootmaker Justin Brands, John Justin wanted to validate his Texas family’s cowboy boot business and reinforce his personal connection to ranch life. But all three also sought business results, ultimately measured in money.
Most entrepreneurs have mixed motives: a desire to achieve for its own sake—for some intangible value—and to profit. That is true even for those who have already achieved financial success, including many Berkshire CEOs who are independently wealthy and do not need additional financial rewards. But few of them were independently wealthy when they began businesses: for example, Greg Abel, Jim Clayton, and Al Ueltschi all won the Horatio Alger Award—and financial rewards motivated them.
Compensation incentives alone do not guarantee any particular behaviors. For that, an understanding of what motivates specific people is necessary. In business, a sense of ownership is probably the best reference point, and it can be provided in different ways. Again, these are reasons to prefer decentralization, where those who know best set policy. The result at Berkshire? An owner orientation with few corporate scandals or labor squabbles (we discuss exceptions in chapter 9).
Berkshire vice chairman Ajit Jain once observed to us that “Berkshire is not a supermarket, but a collection of corner grocery stores.” This insight explains much about the company’s internal affairs, including how trust is more adhesive in smaller than larger organizational units.