大型科技公司的宗旨、价值观和治理

Blanaid Clarke
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引用次数: 0

摘要

五家“科技巨头”(“BT”)公司(Facebook、苹果、Alphabet Inc、亚马逊和微软)的私人决策具有非常公开的结果,因为它们在社会、经济和政治生活中发挥着重要作用。本文在当前关于公司宗旨的辩论中探讨了这些公司的宗旨,以了解它们在社会中的作用,并探讨如何治理它们。“目的”的概念有许多含义,这取决于研究所涉及的不同背景和不同学科。该条第二部分探讨了公司宗旨的概念,这是关于董事会在做出经营决策时应考虑的利益的广泛而热门的辩论的一部分。管理或监督公司管理的选择通常被定义为在为股东利益行事或为更广泛的利益相关者利益行事之间的二元选择。事实上,这个问题更加微妙和复杂,寻求答案的过程延伸到了对公司法义务和董事职责的讨论。然后回顾了英国电信公司在理解目的方面的定位。文章的第三部分探讨了什么可以被视为管理公司目的的概念。这构成了一种指导管理和表明“公司存在的方向和原因”的工具。对英国电信公司使用该工具的情况进行了探讨,并对其有用性进行了评估。最后,本文第四部分审议了在公司治理领域可能考虑的三项政策建议:董事会适用性要求的适用;引入公共利益目的和使用公共利益董事。
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Purpose, Values and Governance in Big Tech Companies
The private decisions of the five “Big Tech” (“BT”) companies (Facebook, Apple, Alphabet Inc, Amazon and Microsoft) have very public results as they play a significant role in social, economic and political life. This article explores the purpose of these companies in the context of the current debate about corporate purpose in order to understand their role in society and to explore how they should be governed. The concept of “purpose” has a number of meanings depending on the different contexts and the different disciplines involved in the study. Part II of the article examines the notion of corporate purpose which forms part of a wide-ranging and topical debate as to the interests which should be taken into account by boards in making operational decisions. Often the choice in managing or overseeing the management of the company is framed as a binary choice between acting in the interests of shareholders or acting in the interests of broader stakeholder constituents. In reality, the issue is more nuanced and complex and the quest for an answer extends into a discussion of company law obligations and directors’ duties. The positioning of BT companies in relation to this understanding of purpose is then reviewed. Part III of the article examines what may be viewed as a managerial corporate purpose concept. This constitutes a tool to guide management and to signal “the direction and the reason for the company’s existence”. The use by BT companies of this tool is explored and its usefulness evaluated. Finally, Part IV of the article considers three policy proposals which might be considered in the area of corporate governance: the application of board suitability requirements; the introduction of a public benefit purpose and the use of public interest directors.
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