Corporate Governance Mateus Cozer 07 2009 Agenda

Corporate Governance Mateus Cozer 07/2009

Agenda • • • Governance IT Governance Marketing Channels Branding Sustainable development Civil Sphere

Fundamentos • • • Thomas Kuhn Karl Popper Joseph Schumpeter Herbert Simon Douglass North John von Neumann • (visão de mundo)

Alicerces • • • Oliver Williamson Mark Granovetter (2005) Evert Gummesson (2005) George Day (2001) Stephen Vargo and Robert Lusch (2004) • (recorte da pesquisa)

Corporate Governance • The Corporation as a Living System • The Dynamics of Internal Transformation • Corporate Forms in Concept and Practice

Problem • Separation of ownership and control – the modern corporation serve not alone the owners or the control but all society (Clarke, 2007). • High management of multi-national corporations must encompass the five types of capital (financial, social, human, manufactured, natural) in their strategic decision making process and accountability of business strategy to the stakeholders of the firm (ZADEK, 2001; GRAYSON and HODGES, 2001; AUGIER and MARCH, 2002; HARRISON, 2005; TEECE, 2002; ALLEN and GALE, 2002; MAHONEY, 2006; JENSEN, 2000; COASE, 1988; Eggertsson, 1990; Williamson, 1985, 1996).

Main Case • On the presumption that strategically situated actors will behave strategically, this work perspective is that high management would operate the firm with an eye to its stakeholders interests. – Marketing Corporate Governance in knowledge based industries (internet services). – Multi-national corporations effectively marketing their strategies to those possessing capital. – The intrinsic nature of Governance Structure: Authority and Enforcement

The Mechanisms of governance • Institutions • New institutional economics (douglass north) – Institutions matter and are susceptible to analysis – Is different but not hostile to orthodoxy (milton friedman) – Interdisciplinary combination of law, economics, and organization in which economics is the first among equals • Source: Williamson, 1996

Institutions • According to Douglass North, Institutions are “the humanly devised constraints that structure political, economic, and social interactions. They consist of both informal constraints (sanctions, taboos, customs, tradictions, and codes of conduct), and formal rules (constitutions, laws, property rights)” (1991).

The Changing characteristics of income generating assets (DUNNING, 2003) 1. Specific to ownership (a) Preindustrial revolution 2. Acessed by firms 3. Organized by firms • Land, property • Labour, materials • Internal to households • Elementary markets • Labour, intermediate products • Largely hierarchical, within firms • Growth of joint ventures • More sophisticated markets • Leasing of property • Intermediate products • Knowledge and information • Collective (social) assets • Heterarchical within firms • Coalitions between firms • Networks • Markets (b) 19 th & 20 th • Machines, buildings • Financial assets century • Property rights (c) 21 st century • Property rights • Intellectual assets • Connectivity advantages (including Relational-assets)

Governance • As they are conceived here, institutions are the mechanisms of governance. • Jon Elster´s dictum that “explanations in the social sciences should be organized around (partial) mechanisms rather then (general) theories” (1994) is one to which I subscribe. • The study of governance is concerned with the identification, explication, and mitigation of all forms of contractual hazards.

Law, economics and organization • Transaction cost economics (ronald coase, 1937) – – – Behavioral assumptions (mowen and minor, 2003) Unit of analysis: transaction Governance structure Problematic property rights and contracts Discrete structural analysis (simon, 1978) Remediableness (coase, 1964) • Transaction cost economics subscribes to and work out the combination of a “rational spirit” with a “systems” perspective.

Governance • Governance is also an exercise in assessing the efficacy of alternative modes (means) of organization. • The object is to effect good order throgh the mecanisms of governance. • A governance structure is thus usefully thought of as an institutional framework in which the integrity of a transaction, or related set of transactions, is decided. • Governance is the means by which order is accomplished in a relation in wich potential conflict threatens to undo or upset opportunities to realize mutual gains.

Zadek (2006) • Governance concerns the structures, processes, rules and traditions through which decision-making power that determine actions is exercised, and so accountabilities are manifested and actualized.

quatro tipos de mecanismos de governança corporativa • Precificação e saída - que são mecanismos de mercado. • Controle hierárquico – administração tradicional (Taylor e Fayol apud Campomar e Ikeda, 2006); • Regulação formal (BENKLER, 2006); • Alocação de direitos de propriedade (Barzel, 2003; Demsetz, 1983).

Grandori (2001) • Mecanismos de preço (KOTLER e KELLER, 2006; GUMESSON, 2005); • Negociação (DRUCKER, 1988; Eggertsson, 1990); • Times – capital humano, pessoas (FLEURY, 1996; BECKER, 1964). • Hierarquia (MORGAN, 1986; HANDY, 1995; WILLIAMSON, 1985); • Normas sociais – relações sociais e estruturas (GRANOVETTER, 1973, 1985, 1995); • Alocação dos direitos de propriedade (Demsetz, 1983);

alguns mecanismos têm estado ausentes do repertório da governança corporativa • Governança civil (ZADEK, 2001; Alexander, 2006); • Governança do meio ambiente (Cleveland, 1981); • Governança de tecnologia da informação e comunicação (WEILL, 2003); • Governança dos stakeholders (DONALDSON, 1995; HARRISON, 1999; MAHONEY, 2006) • Governança global (Giddens, 2001; Beck, 2006)

In the beginning was. . . [Hofstede e Hofstede (2004)] • • In the USA In France In Germany In the Netherlands In Nordic Countries In Britain In China In Japan • • The market Power Order Consensus Equality Systems The family Japan

Organization theory • Finally, the proposition that modes of organization (markets, hybrids, hierarchies) differ in discrete structural ways (Morgenstern, 1951, p. 7; Simon, 1978, pp. 6 -7) invites the student of economic organization to ask the following questions: What are the key attributes for describing alternative modes of governance? What are the internally consistent attributes? And what are the organizational ramifications?

Economics of Governance • The economics of governance holds that economizing on transaction costs is the main case and that this is accomplished through the discriminating alignment of transactions with governance structures.

Governance • However one comes out on this, I think it noteworthy that the same basic logic of the paradigm problem (the make-or-buy decision) applies also to a wide variety of other transactions (in labor, finance, final product markets, etc. ) as variations on a theme • Lamoreaux, Raff, and Temin conclude their 1997 paper on an optimistic note: “The real benefit of recent theoretical developments in [the economics of asymmetric information] is that they enable business historians to recognize the essential unity that underlies a great number of problems with which they are concerned. As a result, [business history] studies on one topic can resonate with studies on others, strengthening them all and, in turn, the field as a whole” (1997, p. 77). • I am broadly in agreement with this conclusion but would observe that there are real differences and tensions within the literature on asymmetric information. To be sure, some of these may be reconciled as theoretical work in this area progresses.

Milton Friedman

Neither Market nor hierarchy: network form of organization. Fonte: walter powell Forms Key features Market Hierarchy Network Normative basis Contract – property rights Employment relationship Complementary Strengths Means of communication Prices Routines Relational Methods for conflict resolution Courts for enforcement Supervision Reputational concerns Degree of flexibility High Low Medium Amount of Comitment among the parties Low Medium to high Tone or climate Suspicion Bureaucratic Mutual benefits Actor preferences or choices Independent Dependent Interdependent

Human capital governance mechanisms • Governance mechanisms – – – – Reward rights Residual decision rights Work effort Work content Investments in human capital Human capital mobility Governance of mobility • Dimensions – Incidence of residual rewards contingent on individual, group and firm performance – Managerial representation in boards, managirial shareholding and ownership – Autonomy in work, location of work, incidence of teamwork – Work hours per day, time presure of external requests, and control over work – Relative importanc of professional interest, social relations, innovativeness – Average stay in each firm in years Fonte: Grandori and soda

Economy, society, and worker represantation in corporate governance • Bell, 1976; Schumpeter, 1950; Chandler, 1977. • Language and personal identity (castells) • Competitive market and social nature of human beings (polanyi, 1944) • Stakeholder model • Second industrial divide, 1984. • Information technologies • Saturn (rubinstein and kochan, 2001) • Fonte: michael piore

CG: the new strategic imperative • Regulation are only one part of the answer to improve governance. • Desining and implementing corporate governance structure are important, but instilling the right culture is essential. • There is na inherent tension between innovation and conservatism, governance and growth. • Transparency about a company´s governance policies is critical. • Fonte: The Economist, 2002.

Neil Fligstein (2007)

Incomplete Contracts and Governance Structures Eric BROUSSEAU & M’hand FARES

Are Incomplete Contract Theory and New-Institutional Economics Substitutes or Complements?

Vários Níveis de Governança • • Instituições Públicas Instituições Privadas Estrutura de Governança Interindividual Fonte: BROUSSEAU e FARES, 2000.

Why codes of governance work • Corporate-governance codes have proliferated in the 12 years since the Cadbury Code of Best Practice came into effect in the United Kingdom. In the past 2 years alone, new codes have emerged in every G-7 country except Japan, as well as in places as diverse as Brazil, Mauritius, the Netherlands, Oman, the Philippines, Russia, South Africa, Switzerland, and Turkey. Today, 50 countries have their own

• Comply or explain • Codes and laws • Triple jeopardy

Make the tough calls on governance A deal stands a greater chance of success if it establishes the right governance model. Our research on consortia suggests that two options can work. One is to set up an independent entity that controls assets, people, and technology—an approach requiring the parents to commit liquidity and, in effect, to outsource to a B 2 B joint venture. This model is particularly appropriate when no partner is willing to relinquish control. The second option, the "hub-andspoke" model, can work when one company—generally a larger or better-performing one—dominates the decision making while the other partners accept relatively limited roles. The more successful companies tend to have smaller, functionally diverse boards, with founders balanced by outsiders. Our research and client work show that, by contrast, consortia that attempt to cope with equal governance often end up in gridlock and failure, especially where the parents themselves must be involved in day-to-day operations.

A new era in corporate governance Directors and investors are demanding reform. Companies had better prepare for it. Robert F. Felton 2004 Number 2 • An uncertain path • Boards and management teams will find it hard to avoid addressing these three issues: – separating the roles of CEO and chairman, – increasing the independence and accountability of boards, – and controlling executive pay. Fonte: http: //www. mckinseyquarterly. com/

HYPERCOMPETITIVE PERFORMANCE • D’Aveni (1994: 7) has noted: “The pursuit of sustainable advantage has long been the focus of strategy. ” • However, the key predictions of hypercompetition for strategy researchers are: – (1) that firms are increasingly less able to sustain a strategic advantage over their competition, – (2) that hypercompetition is characteristic of a wide range of industries, and – (3) that sustained competitive advantage has become less a matter of finding and sustaining a single competitive advantage and more a case of finding a series of competitive advantages over time and concatenating them into a sustained competitive advantage. • Fonte: Robert R. Wiggins e Timothy W. Ruefli, 2001.

Poppo, L; Zenger, T. 1997. Testing Alternative Theories of the Firm: Transaction cost, knowledge Based, and measurement explanations for make of buy decisions in information services.

The competing frames of value creation Traditional assumptions of value creation New Assumptions of Experienced-Based Value 1. Value is exchanged between the firm and a customer. 1. Value is created at the point of exchance. Value is created by the firm. 2. Value is embdded in products and services (therefore 2. Value is co-created by the consumer and the innovation is about products and services). firm. 3. Value chai represents the vale creation process. 3. Value is embedded in experiences: products and services are carriers. 4. Innovation is about technologies, products, and process. 4. Experience fullfiment webs are not a sequential and linear value chain. 5. Customers have a “buy” or “not buy” choice and managers are there to persuade them 5. Innovation is about experiences; technologies/products/processes are critical but not the goal. Fonte: Prahalad, 2004. 6. Customers make the key decision and the associated tradeoffs.

George Roth Art Kleiner MIT Center for Organizational Learning

Seven Learning Orientations • • • 1. Knowledge Source: Internal– External 2. Product-Process Focus: What? -- How? 3. Documentation Mode: Personal – Public 4. Dissemination Mode: Formal -- Informal. 5. Learning Focus: Incremental-Transformative. • 6. Value-Chain Focus: Design -- Deliver. • 7. Skill Development Focus: Individual -Group.

Personal Transformation • Building learning organizations requires personal transformations or basic shifts in how we think and interact. • Fragmentation • Competition • Reactiveness • Dr. Peter M. Senge

Qualidade • ciclo PDCA – – Plan, planejamento. Do, executar as atividades. Check, monitorar e avaliar periodicamente os resultados. Act, Agir de acordo com o avaliado. • Deming • Campos, Vicente Falconi. Gerenciamento da Rotina do Trabalho do Dia-a-Dia.

http: //www. projectsigma. co. uk/

Governance Modes and Technological Innovation • • Firm boundaries Internal formal structure Internal informal structure External linkages • Fonte: Teece, 2002

Organizational archetypes • The individual inventor and stand alone laboratory – “Zé Lattes” • Multiproduct, integrated, hierarchical firms – IBM, Philips, GM • High-flex “Sillicon Valley”-type Firms – Intel, Sun, Motorola • Hollow corporations of various types – virtual corporation (amazon. com, e. Bay, Google) • Conglomerates (Camargo Correa, Coimex, Queiros Galvão)

Toyota

Microsoft

IT Governance

What is IT Governance? - Gartner • IT governance specifies the decision-making authority and accountability to encourage desirable behaviors in the use of IT. • IT governance provides a framework in which the decisions made about IT issues are aligned with the overall business strategy and culture of the enterprise. • Governance is about decision making per se — not about how the actions resulting from decisions are executed. • Governance is concerned with setting directions, establishing standards and principles, and prioritizing investments; management is concerned with execution.

COBIT - PLANNING AND ORGANIZATION • • • Define a Strategic IT Plan Define the Information Architecture Determine Technological Direction Define the IT Organization and Relationships Manage the IT Investment Communicate Management Aims and Direction

COBIT - PLANNING AND ORGANIZATION • • • Manage Human Resources Ensure Compliance with External Requirements Assess Risks Manage Projects Manage Quality

COBIT - ACQUISITION AND IMPLEMENTATION • Identify Automated Solutions • Acquire and Maintain Application Software • Acquire and Maintain Technology

COBIT - INFRASTRUCTURE • Develop and Maintain Procedures • Install and Accredit Systems • Manage Changes

COBIT - DELIVERY AND SUPPORT • • Define and Manage Service Levels Manage Third-Party Services Manage Performance and Capacity Ensure Continuous Service Ensure Systems Security Identify and Allocate Costs Educate and Train Users

COBIT - DELIVERY AND SUPPORT • • • Manage the Configuration Manage Problems and Incidents Manage Data Manage Facilities Manage Operations

COBIT - MONITORING • • Monitor the Processes Assess Internal Control Adequacy Obtain Independent Assurance Provide for Independent Audit

Quais os passos? • Segundo o ITIL (Information Technology Infrastructure Library), que foi desenvolvido na década de 80 para o Governo Britânico, com o sentido de oferecer um conjunto de Melhores Práticas em áreas de prestação de serviços e suporte de serviço de TI, é composto de 11 passos. – – – SERVICE LEVEL MANAGEMENT FINANCIAL MANAGEMENT FOR IT SERVICES CAPACITY MANAGEMENT IT SERVICE CONTINUITY MANAGEMENT AVAILABILITY MANAGEMENT THE SERVICE DESK INCIDENT MANAGEMENT PROBLEM MANAGEMENT CONFIGURATION MANAGEMENT CHANGE MANAGEMENT RELEASE MANAGEMENT

ITIL - SERVICE LEVEL MANAGEMENT – – – The SLM Process Planning the Process Implementing the Process The On-going Process SLA contents and key targets Key Performance Indicators and metrics for SLM efficiency and effectiveness

– – – ITIL - FINANCIAL MANAGEMENT FOR IT SERVICES Budgeting Developing the IT Accounting system Developing the Charging System Planning for IT Accounting and Charging Implementation Ongoing management and operation

ITIL – CAPACITY MANAGEMENT – – – The Capacity Management process Activities in Capacity Management Costs, benefits and possible problems Planning and implementation Review of the Capacity Management process Interfaces with other SM processes

ITIL – IT SERVICE CONTINUITY MANAGEMENT – – – Scope of ITSCM The Business Continuity Lifecycle Management Structure Generating awareness Interfaces with other SM processes

ITIL – AVAILABILITY MANAGEMENT – – – – – Basic concepts The Availability Management Process The Cost of (Un) Availability Planning Availability improvement Availability measurement and reporting Availability Management tools Availability Management methods and techniques

ITIL – THE SERVICE DESK – – – – – Overview Implementing a Service Desk infrastructure Service Desk technologies Service Desk responsibilities, functions, staffing levels etc Service Desk staffing skill set Setting up a Service Desk environment Service Desk education and training Service Desk processes and procedures Incident reporting and review

ITIL – INCIDENT MANAGEMENT – – – – – Goal of Incident Management Scope of Incident Management Basic concepts Benefits of Incident Management Planning and implementation Incident Management activities Handling of major Incidents Roles of the Incident Management process Key Performance Indicators Tools

ITIL – PROBLEM MANAGEMENT – – – Goal of Problem Management Scope of Problem Management Basic concepts Benefits of Problem Management Planning and implementation Problem control activities Error control activities Proactive Problem Management Providing information to the support organization Metrics Roles within Problem Management

ITIL – PROBLEM MANAGEMENT – – – Goal of Problem Management Scope of Problem Management Basic concepts Benefits of Problem Management Planning and implementation Problem control activities Error control activities Proactive Problem Management Providing information to the support organization Metrics Roles within Problem Management

ITIL – CONFIGURATION MANAGEMENT – – – Goal of Configuration Management Scope of Configuration Management Basic concepts Benefits and possible problems Planning and implementation Activities Process control Relations to other processes Tools specific to the Configuration Management process Impact of new technology Guidance on Configuration Management

ITIL – CHANGE MANAGEMENT – – – – – Goal of Change Management Scope of Change Management Basic concepts Benefits, costs and possible problems Activities Planning and implementation Metrics and management reporting Software tools Impact of new technology

ITIL – RELEASE MANAGEMENT – – – – – Goal of Release Management Scope of Release Management Basic concepts Benefits and possible problems Planning and implementation Process control Relations to other processes Tools specific to the Release Management process Guidance for successful Release Management

Administração de TI • Information Technology Infrastructure Library (ITIL) • Capability Maturity Model (CMM). • Gestão de Projetos (PMBok) • http: //www. itsmf. org/

• Ole Hanseth and Kalle Lyytinen. Theorizing about the design of Information Infrastructures: design kernel theories and principles. 2005.

Sustainable investment

The initiative´s members control some US$ 2, 4 trillion of assets

Corporate governance and corporate values • >> http: //www. btplc. com/ In a two-week long moderated email discussion culminating with a live debate over 900 participants world-wide, including students, government officials, investors, NGOs and business people, the question «What happens when responsible business doesn’t pay» ? was explored. The transcript of the discussions, initiated by BT, provides a fresh look at fundamental aspects of corporate values. >> http: //www. corptools. com/, http: //www. richardbarrett. net/ Richard Barrett is one of the fathers of the concept of corporate culture. He has developed a range of definitions and tools to assess and transform corporate values and cultural capital. His Corporate Transformation Tools® help business leaders, human resource professionals and change agents develop and manage their organization's culture, and implement and monitor cultural transformation. >> http: //www. thecorporatelibrary. com/default. asp The Corporate Library, founded by Robert Monks, serves as a central repository for research, study and critical thinking about the nature of the modern global corporation, with a special focus on corporate governance and the relationship between company management, their boards and shareholders.

Assessing and communicating intangibles • http: //www. sustainability. com/programs/Business_Case/introduction. asp Sustain. Ability, the leading UK think-tank, has summarised the research on the sustainability business case in the form of a matrix, highlighting specific linkages between financial value creation and sustainability. The website includes a large number of references, practical examples and case-studies. >> http: //www. weforum. org/site/homepublic. nsf/Content/ As part of an ongoing initiative on Corporate Citizenship the World Economic Forum has published several studies and survey results on the business case of corporate citizenship. >> http: //www. isc. hbs. edu/ Michael Porter’s Harvard Institute for Strategy and Competitiveness offers a range of articles and resources on the topic of competitiveness and the linkages to environmental efficiency, corporate philanthropy and management quality. >> http: //valuereporting 2. pwcglobal. com/pwcvr/index. jsp This site by Pricewaterhouse. Coopers offers several resources and case-studies on the concept of Value Reporting, «a new vision of corporate reporting grounded in transparency, accountability, and integrity and based on a new Three-Tier Model of Corporate Transparency» .

"Governance Value Analysis and Marketing Strategy, " (G. John, M. Ghosh), Journal of Marketing, 1999.

GVA

Análise do Valor da Governança Posicionamento Atributos de Troca • Investimentos específicos • Incerteza • Medição de desempenho Recursos da Firma • Tecnologia • Cliente-final • Cadeia de suprimentos Forma de Governança • Mercado • Hierarquia • Relacional

Governança Corporativa Esfera Civil Capital Auto-realização Capital financeiro Auto-estima Capital social Necessidades Sociais Capital humano Segurança Capital manufaturado Necessidades Fisiológicas Capital natural Necessidades Racionalidade Limitada Competitividade -Valor -Relacionamento -Orientação para o Mercado - Efetividade

Identidade Corporativa • Corporate identities of the future will need to evolve to become more expressive and deliver strong personalities in a humanistic way. • Corporate-driven messages need to be replaced by people-centric dialog. – Gobé, 2006

Indicadores

partnership governance and accountability. • Determining a clear mission and identity and gain commitment from partners • Undertaking strategic planning to consider critical success factors and risks. • Adopting a legitimate and credible form of governance. • Evaluating and communicating performance. • Assuring financial integrity. • Fonte: Zadek (2006)

Proposta de Análise

Estrutura de Governança Premissas Comportamentais • Racionalidade Limitada • Incerteza • Fluxo • Existencialismo Problemas de coordenação Contratos Incompletos Efetividade Funções de governança Direcionar comportamentos Garantir o cumprimento dos contratos Mecanismos de governança Autoridade Estrutura de Governança Interna • Mecanismos de incentivo e coerção • Mecanismo de supervisão • Mecanismo de arbitragem

Inovação Informação Evolução Feedback Mudança Adaptação Interação

Takis Katsoulakos and Yannis Katsoulacos (2007) VOL. 7 NO. 4 2007, pp. 355 -369, Emerald Group Publishing Limited, ISSN 1472 -0701, CORPORATE GOVERNANCE

Benkler

“governança corporativa” é um assunto heptagonal • • Agenda estratégica (AE) Mecanismos de governança (MG) Finanças e direito de propriedade (FDP) Globalização da governança (GG) Corporações e governança (CG) Sustentabilidade e governança (SG) Governança de TI (GTI)

Mecanismos de governança Agenda estratégica Finanças e direito de propriedade Globalização da governança Corporações e governança Governança de TI Sustentabilidade e governança

Anexo

“To Market” Concepts Transitional Concepts “Market With” Concepts Goods Service Products Offerings Experiences Feature/attribute Benefit Solution Value–added Co–production Co–creation of value Profit maximization Financial engineering Financial feedback/learning Price Value delivery Value proposition Equilibrium systems Dynamic systems Complex adaptive systems Supply Chain Value–creation network/constellation Promotion Integrated Marketing Communications Dialog Product orientation Market orientation Service orientation Lusch & Vargo (2006)

Business History and the Economics of Organization: The Governance Perspective. Williamson, O. E. 2005

Hazards • Vertical integration (coase, 1937) • Contractual transactions (labor, finance, vertical market restrints, regulation, trust) • Governance (markets, hybids, hierarchies, bureaus, networks) • Institutional environment (the political, legal, and social rules of the game)

Transaction cost economics • Background – Behavioral assumptions • Bounded rationality and opportunism – Incomplete contracting – Contract as promise • Operationalizing Transaction Cost Economics – The technology of transacting • The frequency with which they recur • The degree and type of uncertity to which they are subject • The condition of asset specificity

Vertical Integration • Boundary and monopoly • Coase (1937): When do firms choose to procure in the market and when do they produce their own requirements? – Make or buy? • Incomplete short-term contract

Lazzarini, S. G. e Chaddad, F. R. 2001.

Klein (2001) • Microsoft that significantly affected use of Internet Explorer relative to Navigator: • 1) Microsoft's massive investments in browser technology; • 2) Microsoft's zero pricing of Internet Explorer; • 3) Microsoft's exclusive distribution contracts with Internet access providers; and • 4) Microsoft's tying of Internet Explorer to windows. '

Fonte: http: //www. mckinseyquarterly. com/ 2004 Number 2

Capitalizing on customer insights • To stimulate growth in today's marketing environment, companies must identify and prioritize opportunities at points where proliferating segments, channels, and product categories intersect. • John E. Forsyth, Nicolo' Galante, and Todd Guild • 2006 Number 3 • http: //www. mckinseyquarterly. com/article_page. aspx? ar=1823

Inshights-driven company Suppose a business that manages insights as a functional responsibility wants to switch to developing a company-wide capability that could benefit from the involvement of far-flung participants. First, there must be a top-down commitment—usually driven by the CEO, the chief marketing officer, and the head of sales—to work in accord with common practices and definitions concerning insights. The CMO and the head of sales should play a governance role by resolving conflicts about brand, channel, and regional priorities and by setting growth goals at the cell level. They must also promote the use of a common language for insights and of shared metrics for the performance of brands or categories and for channels, segments, and regions. While the idea of such metrics may seem straightforward, adopting them takes many companies at least two annual planning cycles. Finally, senior executives shouldn't overlook the role of social skills and of what Daniel Goleman calls "emotional intelligence" in making collaborative processes work. 2 By hiring and developing people with these skills and qualities, companies can improve the performance of an insights network.

A future for e-alliances • Mixed results from the first wave of e-alliances offer lessons for deal makers who are negotiating the next one. • David Ernst, Tammy Halevy, Jean-Hugues J. Monier, and Hugo Sarrazin • 2001 Special Edition: On-line tactics • http: //www. mckinseyquarterly. com/article_page. aspx? ar=1039

Bricks-and-clicks alliances • In the B 2 B sphere, the first wave of alliances proved to be singularly unsuccessful. They ran into difficulties as a result of pitfalls that have been known for more than a decade: overambitious scope, a failure to contribute assets at the outset, and unworkable governance structures. Finally, though deals in the United States have commanded most of the attention, cross-border alliances have been reasonably successful. For companies that are strong in their home markets, such deals represent an attractive growth option.

B 2 B alliances • Almost half of the participants in B 2 B emarketplaces and consortia were rewarded by positive "pops" in their stock price. But the steak hasn’t lived up to the sizzle: from the first wave of deals to the end of 1999, only 29 per-cent of the B 2 B alliances we assessed were on track to create value or met medium-term objectives such as liquidity targets. Many of these alliances were set up in record time but stumbled over three classic pitfalls: they were too ambitious; they failed to commit the people, software, relationships, liquidity, and capital that were needed to give the venture true autonomy; and they were burdened by equalgovernance arrangements.

Branding

Brand Value Chain • 1) Brand Positioning: Describes how to guide integrated marketing to maximize competitive advantages. • 2) Brand Resonance: Describes how to create intense, actively loyal relationships with customers. • 3) Brand Value Chain: Describes how to trace the value creation process to better understand the financial impact of marketing expenditures and investments. Fonte: Keller, K. Strategic Brand Management: Building, Measuring, and Managing Brand Equity

Fonte: Mc. Kinsey

Fonte: Mc. Kinsey

Fonte: Mc. Kinsey

Fonte: Mc. Kinsey

Fonte: Interbrand

Fonte: Interbrand

Readers' Choice poll measures brand impact according to brandchannel readers • Respondents per region equal: 3, 625 for Global; 1, 595 for US & Canada; 1, 420 for Asia -Pacific; 1, 358 for Europe & Africa; and 581 for Latin America.

Sustainable development

Fonte: Najam, A. Cleveland, C. 2003.

• ABNT NBR 16001 - Responsabilidade social – Sistema de gestão – Requisitos; • Accountability 1000 (AA 1000); • Código Brasileiro das Melhores Práticas de Governança Corporativa do IBGC – Instituto Brasileiro de Governança Corporativa (IBGC); • Corporate Governance Quotient (CGQ) – Institutional Shareholder Services (ISS); • Governance. Metrics International (GMI); • Diretrizes para a Elaboração de Relatórios de Sustentabilidade (versão preliminar da terceira versão – G 3) – Global Reporting Initiative (GRI); • Dow Jones Sustainability Index (DJSI) • SAM Corporate Sustainability Assessment Questionnaire 2005; • European Corporate Governance Services (ECGS); • Índice de Sustentabilidade Empresarial da BOVESPA (ISE); • Sarbanes-Oxley Act of 2002 (SOX); • SD 21000 – Sustainable Development – Corporate Sustainability: Guide for taking into account the stakes of sustainable development in enterprise management and strategies.

Marketing Strategy

Definição de Marketing da American Marketing Association (AMA) de 2004 Marketing is an organizational function and a set of processes for creating, communicating, and delivering value to customers and for managing customer relationships in ways that benefit the organization and its stakeholders.

TIPOS DE MARKETING • ORTODOXO – PRODUTOS DE CONSUMO • NÃO ORTODOXO – PRODUTOS INDUSTRIAIS • BUSINESS TO BUSINESS (B 2 B) – SERVIÇOS • • • BANCÁRIO TURÍSTICO CULTURAL TECNOLÓGICO SEM FINS LUCRATIVOS ESPORTIVO

SISTEMA DE MARKETING Bens de Consumo AE MERCADO OBJETO (Produto) Racional Psicológico AF EMPRESA OBJETIVO (Motivo) Convenience Shopping Specialty APL ORGANIZAÇÃO Iniciador Influenciador Decisor Comprador Usuário produto/ serviço PRODUTO PREÇO PROMOÇÃO PONTO Hierarquia de Efeitos OPERAÇÃO Sistema de Compra e de Uso informação remuneração informação AT AD ASC

MARKETING DE TRANSAÇÕES (TROCAS) Relacionamentos Redes COMPOSTO Preço Produto MARKETING DE MARKETING - Produto DE RELACIONAMENTO - Relacionamentos - Preço - Redes - Promoção - Interações - Praça Ambiente MARKETING DE RELACIONAMENTO Interação Promoção Praça

Carpenter, 2000.

Marketing channels

What is a marketing channel? • A marketing channel is a set of interdependent organizations involved in the process of making a product or a service available for use or consuption. • Coughlan, Anderson, Stern, El-Ansari. Marketing Channels. Pearson, 2006.

Forces for channel development and change • Wroe Anderson (1954) • Demand-side factors – Facilitation of search – Adjustment of assortment discrepancy • Supply side factors – Routinization of transactions – Reduction in number of contacts

Channel analysis • Channel design – – – Segmentation Structure decisions Splitting the workload Degree of commitment Gap analysis • Channel Implementation – Identifying power sources – Identifying channel conflicts – Tha goal of channel coordination

Interorganizational Governance in Marketing Channels Jan Heide Journal of marketing Journal of Marketing, Vol. 58, No. 1 (Jan. , 1994),

• Relationship management rapidly is becoming a central research paradigm in the marketing channels literature. A growing body of conceptual and empirical literature addresses different aspects of interfirm relationships, building in part on recent theoretical developments in organization theory, law, and economics. Interestingly, however, some of these theoretical frameworks make radically different assumptions about the nature of interfirm relationships, though these differences to date have not been examined systematically in the marketing literature. The author reviews these theoretical perspectives and develops a formal typology of approaches to relationship management. Specifically, he develops a typology of three different forms of governance, which vary systematically in terms of how specific interfirm processes are carried out. He also discusses the antecendents of different relationship forms and shows the results of a preliminary empirical test.