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Research Policy 35 (2006) 160–180

Corporate governance and innovation: The UK compared


with the US and ‘insider’ economies
Andrew Tylecote a,∗ , Paulina Ramirez b
a Sheffield University Management School, 9 Mappin Street, Sheffield S1 4DT, UK
b Birmingham Business School, University House, Edgbaston Park Road,

Birmingham B15 2TX, UK

Received 27 July 2004; received in revised form 23 September 2005; accepted 27 September 2005
Available online 16 November 2005

Abstract

How well does the UK corporate governance and financial system (CG&FS) support and encourage innovation? Each CG&FS
faces four challenges which vary by sector: novelty, reconfiguration, visibility and spill-overs. High novelty in technologies and
markets requires high industry-wide expertise; need for radical reconfiguration requires strong pressure for shareholder value.
Low visibility of innovation processes requires shareholder engagement; high spill-overs to and from stakeholders require
substantial stakeholder inclusion. The UK CG&FS is rated in these terms against the US and ‘insider’ economies, drawing on
recent fieldwork, and the ratings are shown to account well for the relative R&D intensity and specialisation of UK-owned firms.
© 2005 Elsevier B.V. All rights reserved.

Keywords: Corporate governance and financial system; Technological specialisation; Shareholder engagement; Industry-wide expertise; Stake-
holder inclusion

1. Introduction systems being in the latter category. Other work, like


that of Guerrieri and Tylecote (1997) has rather sought
There has been much comparative work on the to explain their specialisation by sector and family of
‘national innovation systems’ of the advanced coun- technology. With the same aim, Soskice (1997, 1999)
tries, starting from Lundvall (1992) and Nelson (1993). counterposes the ‘coordinated market economies’ of
Some of it has argued the superiority of one system over Germany, Switzerland and Sweden and the ‘liberal
another – thus the distinction made by Patel and Pavitt market economies’ of the US and UK. He argues that in
(1988) between ‘myopic’ and ‘dynamic’ national the former, the close long-term relations between firms
systems of innovation – the Japanese and German and a range of stakeholders provide a comparative
advantage in ‘high-quality incremental innovation’ in
∗ Corresponding author. Tel.: +44 114 2223415. established technologies, while as a result of their ‘rela-
E-mail address: a.tylecote@sheffield.ac.uk (A. Tylecote). tively deregulated institutional frameworks’ the US and

0048-7333/$ – see front matter © 2005 Elsevier B.V. All rights reserved.
doi:10.1016/j.respol.2005.09.004
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 161

UK are strong in radical innovation in newly emerging and finance.2 If the CG&F system of country A suits
technologies, sophisticated internationally competi- sector X then we may expect firms based in A to be
tive services, and large complex systems with rapidly strong in X. This argument may be complementary to
changing technology. Casper and Whitley (2004) one starting from labour markets, which would lead
show how similar distinctions among economies can rather to a prediction of the country in which the pro-
explain their specialisation within two sectors. duction of X would be located.
Less has been written on the narrower issue of the The purpose of the present paper is to examine the
effect of national systems of corporate governance and UK corporate governance and finance system and the
finance on innovation. (‘Corporate governance’ is here way it is changing, and to show how this can explain key
understood as the system by which companies are con- features of UK performance and specialisation. Section
trolled and directed, and made accountable to share- 2 sets out briefly what industry requires from the finan-
holders and other stakeholders.) Some have clearly cial and corporate governance system for successful
favoured one broad type of corporate governance and innovation, using a modified version of Tylecote and
finance system over another. Lazonick and O’Sullivan Conesa’s (1999) framework. Section 3 reviews the lit-
(1996) argue that because innovation is a collective erature on the UK system by comparison with other
and cumulative activity in firms, it requires a con- advanced economies, particularly the United States.
siderable degree of immobility on the part of finance Section 4 presents the findings of the authors’ field-
(and labour), and thus organisational integration and work, involving interviews with a range of senior man-
financial commitment. Successful nations – like Japan agers in institutional investment houses of the City of
and Germany recently and the United States earlier – London, and senior managers in innovative firms in
have had institutions which promoted these conditions. science-based sectors. The fieldwork, consisting of 14
Others argue, instead, that different systems of corpo- interviews, cannot test any propositions about the UK
rate governance and finance suit different industries. financial system: it was designed to help develop a
From outside the NIS framework, Carlin and Mayer hypothesis about the UK financial and corporate gov-
(2000) explain the specialisation of 14 OECD countries ernance system. As such it was in the relativist research
in terms of their financial and corporate governance tradition (Easterby-Smith et al., 2002) and forms part
systems. From inside it, Christensen (1992), OECD of a ‘triangulation’ with the literature described in Sec-
(1995), Tylecote and Conesa (1999) and Casper and tion 3 and the account given in Section 5. Section 5
Matraves (2003) have pursued a similar aim.1 shows how the characterisation of the UK CG&F sys-
Such work should not be seen as some kind of bid tem can help to explain the pattern of specialisation
for dominance of the NIS framework. It may be equally of UK-based firms. Section 6 concludes, with reflec-
valid to use differences in labour market institutions as tions on the implications for future UK performance
a ‘first cut’ explanation (Bassanini and Ernst, 2002); and policy.
nor should it be surprising if patterns of difference
from one point of view resemble those from another.
It is at all events reasonable, when discussing capital- 2. Industry’s requirements from the financial
ist systems, to pay attention to capitalists. Moreover and corporate governance system for successful
it may help in addressing an increasing difficulty with innovation
the national innovation systems approach: that as large
firms are increasingly multinational, if not yet global, 2.1. Challenges and requirements
innovation is less and less a national matter. However,
multinational it may be, a firm will almost always have We shall assume that innovation poses at least four
roots in one national system of corporate governance challenges for corporate governance and financial

1 Lundvall (2002) comes to a similar conclusion in his work on

Denmark: “Governance regimes – the role of ownership and finance 2 Two important exceptions are the Anglo-Dutch firm Unilever and

in managing the firms – affect the intensity but also the direction of the new ‘Airbus’ firm EADS, incorporated in the Netherlands but not
the transformation pressures” (p. 5). really based there.
162 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

systems, each of which they can meet, given the stakeholders influence over the firm (and vice versa)
appropriate capabilities or characteristics: while ensuring some proportionality between the
inputs from and benefits to each party.4
• The novelty of innovation: How far does a product or
process of innovation involve, or need, radically new Sectors vary in the intensity of these challenges. The
ways of organising its development or production, following pair of propositions offers a simple ‘first cut’
radically new technologies, and/or radically new (to be modified later):
markets or selling methods? High novelty demands
high industry-wide expertise among controllers and 1. High-technology sectors have high novelty and need
financiers. If in the face of high novelty they do not for reconfiguration.
have such expertise – a good understanding of the 2. Medium-technology sectors have low visibility and
relevant technologies and markets, including ones appropriability.
not yet used or entered – they will not be able to High-technology sectors are defined by their high
evaluate management’s plans and strategies compe- R&D intensity: aerospace, pharmaceuticals, office,
tently, and provide or refuse support and funding accounting and computing machinery, radio, televi-
accordingly. sion and telecommunications equipment, and medical,
• The need for reconfiguration: To what extent does precision and scientific instruments, from the OECD
the organisation of the firm need to be reconfigured classification of manufacturing industries, plus soft-
in order to succeed in innovation? As Teece and ware and IT services (Table 1). Other things being
Pisano (1998) argue, ‘in rapidly changing environ- equal, it is reasonable to take their high rate of R&D
ments, there is . . . value in the ability to reconfigure as both an indicator and a cause of high novelty and
the firm’s asset structure and to accomplish the nec- need for reconfiguration: they are changing fast. (We
essary internal and external transformation’ (p. 201). shall exclude the smallest, medical (etc.) instruments,
Radical reconfiguration will naturally meet strong because of data difficulties.)
resistance from within the organisation; this resis- Under ‘medium’ technology we are only concerned
tance can most readily be overcome where there is with four of the five ‘medium-high-technology’ sec-
strong pressure for shareholder value.3 tors in the OECD’s classification: electrical machinery,
• The visibility of innovation: How easy is it for con- motor vehicles, chemicals excluding pharmaceuticals,
trollers or financiers not closely involved in manag- and machinery not elsewhere classified.5 Within ser-
ing the development of a new product or process, vices we add telecommunications: among the service
to judge what resources are being devoted to it, and sectors its R&D intensity is next after software and
how efficiently? The lower the visibility, the more the IT services. Again, their lower R&D intensity suggests
monitors need firm-specific perceptiveness, which that these sectors are changing less rapidly and less rad-
can be developed through engagement with the ically (though see below). In that case we can predict
firm. that their progress will be more incremental and as such
• The appropriability of innovation: Can the firm more likely to involve the cumulation of knowledge
ensure straightforwardly (for example, by patents) among the existing workforce, and the exploitation
that the bulk of the returns on it accrue to the share- of cooperative relationships with established suppliers
holders; or does innovation in the industry naturally and customers.
tend to involve large spill-overs to, or from, other The ‘first cut’, if accurate, would combine neatly
stakeholders? The latter case, of low appropriability, with a second pair of propositions about corporate gov-
can be met by some form of stakeholder inclusion: ernance and financial systems—again no more than a
formal or informal arrangements which (at best) give

4 The accepted means of dealing with appropriation problems is


3 Soskice (1999) refers to the extent that industrial relations sys- that of Teece (1986). For an explanation of the differences in our
tems facilitate ‘unilateral control by top management’—which would formulation of the problem and its solution, see Tylecote (2005).
remove a constraint to reconfiguration. Our emphasis on shareholder 5 We exclude railroad equipment and transport equipment n.e.c. as

pressure for reconfiguration is complementary to this. a small sector which is very much a special case.
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 163

Table 1
High-technology and medium-high-technology industries and their R&D intensity
ISIC Rev.3 R&D/production, R&D/value added,
1997 (%) 1997 (%)
High-technology industries
Aircraft and spacecraft 353 12.7 36.5
Pharmaceuticals 2423 11.3 25.4
Office, accounting and computing machinery 30 10.5 39.7
Radio, TV and communications equipment 32 8.2 19.9
Medical, precision and optical instruments 33 7.9 20.6
Software and IT services 72 14.3
Medium-high-technology industries
Electrical machinery and apparatus, n.e.c. 31 3.8 10.3
Motor vehicles, trailers and semi-trailers 34 3.5 13.4
Chemicals excluding pharmaceuticals 24–2423 2.6 7.9
Machinery and equipment, n.e.c. 29 1.9 5.0
Telecommunications services 642 1.8
Source: OECD (2001), Annexe 1.1, except for software and IT services, and telecommunications services, for which the data is from DTI (2001)
and relates to the average R&D intensity in 2000 of the largest world companies in the sector (numbering 36 in software and IT services, and
13 in telecommunications). The production/value added figure is calculated from the two previous columns.

first approximation, to be examined and justified or prepared to make radical organisational and technical
where appropriate revised later: changes, will prosper. The most pervasive paradigm
shift of the last 30 years has been the advent of the
1. ‘Outsider-dominated’ systems such as those of the
information and communication technology ‘techno-
UK and US generate high industry-wide expertise
economic paradigm’ (Perez, 1983; Tylecote, 1991;
and pressure for shareholder value.
Freeman and Louça, 2001) which has left no industry
2. ‘Insider-dominated’ systems, at least the ‘stake-
unaffected but has naturally had most effect on those
holder capitalist versions’ of Germany and Japan,
which make ICT’s tools: office, accounting and com-
display high engagement and stakeholder inclusion.
puting machinery, and radio, television and telecom-
We would then, expect the UK and the US to be munications equipment. Bioinformatics is now hav-
strong in high-technology sectors and Germany and ing profound effects on pharmaceuticals, but the main
Japan to be strong in medium-high-technology. This paradigm shift to affect this sector is one of equal depth
is generally the case – see, for example, the manufac- though narrower scope, biotechnology (Ramirez and
turing trade balances in OECD STI Scoreboard 2001 – Tylecote, 2004). The high-technology industry least
but it is a familiar prediction, being made, more or less, affected by a change of paradigm(s) appears to be
by Soskice (1997) and Carlin and Mayer (2000). Mat- aerospace. Of course ICT has affected it, but there is
ters are, however, not so simple. In the next section, we a striking continuity of physical configuration, so far
reconsider the characterisation of the UK CG&FS. In as the product is concerned: planes continue to have
the rest of this section, we reconsider our categorisation fuselages, wings and tails of similar shape and made
of sectors. from similar materials to those of 40 years ago and to be
powered by jet engines which have changed only incre-
2.2. A revision of sectoral stereotypes mentally in that time. As for process change, it was in
aerospace that numerically controlled and computer-
Novelty and need for reconfiguration are not simply numerically controlled machine tools were first intro-
a function of R&D intensity. There may be high R&D duced, in the 1950s (Freeman and Louça, 2001), and it
spending along an established trajectory of change; or has now had ample time to digest that shift.
a complete paradigm shift in which all the rules of There is no reason to suppose that any of the
the game are rewritten and only new firms, or firms medium-high-technology industries has gone through
164 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

any paradigm shift comparable to the three sec- standard (or application-based) software, middleware
tors above. The automotive sector is like aerospace and enterprise software.7 They find that standard soft-
only more so in its physical continuity, though in ware, which is created for large homogeneous mar-
terms of process change the advent of CNC machine kets, has high ‘competence destruction’ through rad-
tools and associated changes has been rather more ical innovation, but limited ‘appropriability risks’—it
recent (Womack et al., 1990).6 Biotechnology has not is relatively easy to protect through some combina-
really affected chemicals yet, though it is expected tion of patent/copyright protection, secrecy over its
to do so soon (Swan, 2001). Machinery necessar- ‘source code’, and lock-in effects once successful. This
ily moves with its users, which is to say mostly clearly is a sub-sector requiring radical reconfiguration
incrementally, apart from the particularly advanced and little ‘nurturing of cumulative shop-floor knowl-
machinery included in the high-technology sectors. edge and long-term customer–supplier relationships’.
So there is only one change in category to make, At the other extreme is enterprise software, with limited
in manufacturing: aerospace belongs more with the competence destruction but high appropriability risk,
more smoothly changing medium-high-technology due to relatively weak intellectual property regimes.
sectors. The opposite conclusion follows. Middleware is in the
Visibility and appropriability were argued to be middle: ‘radically innovative’, with low technologi-
higher in high-technology. They are, but most in cal cumulativeness, and with limited appropriability
pharmaceuticals, which has a relatively effective risk. But unlike standard software it has an inter-firm
system of patent protection (Archibugi and Pianta, co-ordination problem because it must integrate inter-
1996; Mansfield, 1986), and its innovation process dependent kinds of knowledge provided by different
is uniquely tightly regulated by government. Con- firms. Trusting relationships are therefore very valu-
sequently it is relatively safe for management to able, particularly with large firms which dominate a
be communicative to shareholders in the later, more technology cluster.8 Casper and Whitley do not deal
expensive stages of product development (Ramirez with IT services, but they would appear to have at least
and Tylecote, 2004). The high-technology manufac- as much need as enterprise software for long-term trust-
turing sector which appears to be least visible is ing relationships with customers and the workforce:
aerospace, which is heavily dependent on military their IP regime is presumably even weaker, the intellec-
orders, and so must be extremely secretive about tual property residing almost entirely in their employ-
innovations. ees’ heads. Nor is competence destruction likely to
There remain the two service sectors, software and be stronger, since much of the competence resides in
IT services, and telecommunications. Both are diverse.
Telecommunications divides into fixed line and mobile,
which has come from nowhere in 20 years. Fixed line 7 Standard software includes graphic application software (e.g.

has been changing rather fast in process and prod- CAD/CAM), multimedia and computer entertainment software, and
uct (the main new product being the internet) but the a variety of application software used to run computer networks, such
as email and groupware. Middleware includes secure payments sys-
changes could still be described as incremental from tems used in e-commerce, and search engines used for navigation on
an organisational point of view. In order to prosper in the web. Enterprise software is extensively customised for individual
mobiles, it can be assumed that radical reconfiguration clients. It includes enterprise resource planning and customer rela-
would have been required—from the pre-mobile con- tionship management products as well as sector-specific enterprise
figuration. Software and IT services need to be looked tools such as logistics and supply chain management tools (Casper
and Whitley, 2004).
at separately; the former having the higher R&D inten- 8 Berggren and Nomura (1997) make a cruder distinction between
sity. Casper and Whitley (2004) distinguished between packaged and customised software, which is similar to Casper and
Whitley’s between ‘standard’ and ‘enterprise’. Much ‘customised’
software is produced in-house by hardware producers as part of com-
6 Harnischfeger (2003) claims there has been a ‘massive paradigm plex industrial and technical equipment. Other software is embedded
shift’ in the car industry, largely consisting of ‘the growing impor- in consumer products, such as camcorders. It is thus not surprising
tance of brand image against technology’ (p. 5). While significant, that whereas the US dominates in packaged software, ‘in . . . com-
this does not appear to be of comparable magnitude to the convul- plex technical system engineering . . . there are no signs of a Japanese
sions in most of the high-technology sectors. software lag’ (Berggren and Nomura, 1997, p. 178).
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 165

Table 2
Types of corporate governance and financial system
Type of financial system

Control-oriented (insider-dominated) Arm’s length (outsider-dominated)


Share of control-oriented finance High Low
Financial markets Small, less liquid Large, highly liquid
Share of all firms listed on exchanges Small Large
Ownership of debt and equity Concentrated Dispersed
Investor orientation Control-oriented Portfolio-oriented
Use of mechanisms for separating control and capital base Frequent Limited (often by regulation)
Dominant agency conflict Controlling vs. minority shareholders Shareholders vs. management
Role of board of directors Limited Important
Role of hostile take-overs Very limited Potentially important
Source: Berglöf (1997), pp. 93–123, Table 1.
understanding customer needs and the organisational strong pressure for shareholder value. The existence
difficulties of getting IT to suit them. of large, highly liquid stock markets gives the incen-
tive and opportunity for financial institutions oper-
ating within them to develop industry-wide exper-
3. The UK system of finance and corporate tise. This applies to what are called the ‘buy-side’
governance: a classic case of institutions—the pension funds, insurance compa-
outsider-domination nies, and mutual funds (which own shares) and the
‘asset management houses’ which manage invest-
3.1. Insider-dominated versus outsider-dominated ment portfolios for them. These institutions are
systems likely to own shares in several firms in a sector, and
thus to have good use for industry-wide expertise,
There is a well-known distinction between ‘insider- i.e. an understanding of the sector as a whole, in
dominated’ corporate governance and finance systems deciding their choice of investments. The incentive
and ‘outsider-dominated’ ones; alternatively ‘control- is even greater for the ‘sell-side’ – the major stock-
oriented’ and ‘arms-length’ systems (see, for example, broking houses – because they will be buying and
Jenkinson and Mayer, 1992; Mayer, 1996; Berglöf, selling shares (and advising on whether to buy or
1997). The UK and USA, with the other English- sell) right across a sector.
speaking countries, are usually portrayed as the only 2. The insider-dominated type almost by definition
clear-cut outsider-dominated systems. The East Asian involves shareholder engagement, and thus the
and Continental European countries are all treated as development of firm-specific perceptiveness. The
in some degree insider-dominated systems. We abbre- stability of ownership and control characteristic of
viate Berglöf’s summary of the differences in Table 2. insider-domination gives at least the opportunity to
There is clearly a close link between these corporate commit to stakeholder inclusion. On the other hand,
governance and finance types and the characteristics insider control carries the risk of ‘going native’: of
which we have identified as key for funding and con- acquiring the mind-set and prejudices of manage-
trolling innovation: ment to the point where pressure for shareholder
value is inadequate to force through organisational
1. The arms-length/outsider-dominated type will tend
reconfiguration.9 Further, insider shareholders with
to inhibit shareholder engagement, and thus
controlling stakes in one firm cannot be involved
the development of firm-specific perceptiveness.
Where firms are constantly exposed to takeover they
9 This does not mean that the reconfiguration will not take place
will find it difficult to make a credible commitment
at all. It may well take place a few years later than in an ‘outsider-
to a co-operative relationship with stakeholders. On dominated’ firm, driven by competition with already-reconfigured
the other hand, this exposure, and the other pres- firms, and the force of their example. This was what we heard from
sures of stock markets, may be expected to engender (for example) German managers with respect to IT outsourcing.
166 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

with its rivals across the sector without breaching growth (normally high-technology) sectors. Most of
anti-trust rules, so they are less likely to have an the rest is buy-out capital: equity invested in existing
industry-wide view of technologies and markets. listed firms, or divisions of them, in order to take them,
for a time, out of the stock exchange.
The outsider/insider dichotomy is a powerful
Venture capital has played a key role in the develop-
explanatory tool, but we have to ask for each country
ment of US high-technology industry: in 2003 venture
how far it conforms to its stereotype.
capital-funded (‘ventured’) companies accounted for
9.4% of private sector employment overall, but 88%
3.2. The evidence on ‘outsider-domination’ in the of employment in computer software (Global Insight,
UK and US corporate governance and finance 2004). Ventured firms, adjusted for size, spent over
systems twice as much on R&D as non-ventured firms. The
fifth, seventh and eighth-largest spenders on R&D
A stock market listing can be taken as neces- in 2001 (Microsoft, Cisco and Intel) are ‘ventured’
sary, though not sufficient, for a firm to be ‘outsider- firms.11 Venture capital is mainly responsible for the
dominated’. Unlisted firms are almost always con- remarkable rise in the proportion of R&D performed
trolled by one individual, partners, or a family. Thus, a by firms with below 500 employees, from 5.9% in 1984
first indicator of ‘outsider-domination’ is a high stock to 20.7% in 2003 (Global Insight, 2004). The radical
market capitalisation as a percentage of GDP. In both innovations which are a recurrent feature of the devel-
the US and the UK this is well above the average, but opment of high-technology sectors, are competence-
it is lower in the US—as of 1997, 121% as against destroying, and as such bound to be fiercely resisted
151% in the UK (Casper and Whitley, p. 96). This, within established firms. New firms can carry them
and the much higher proportion of individual share- through without internal resistance, as for example,
holdings in listed firms (48% in the US, 19% in the Intel and Apple did in their day—but they need to raise
UK, as of 1993 (Berglöf, 1997)) suggests that US firms large amounts of capital, without the collateral which
are younger, on average, and thus in more of them the banks usually require or the track record on which both
insiders have not had time to lose interest and go pub- banks and stock markets insist. Only individuals and
lic, or sell out to a larger firm; and/or that controlling organisations capable of making an expert assessment
families are more inclined to hold on to control. Both of the competence of the entrepreneurs and the techno-
appear to be true, and to relate to large firms which are logical and commercial feasibility of their projects can
listed, as well as smaller ones which are not. The UK provide such capital. Such capability is, or rather may
has nothing to match huge young firms like Microsoft be, possessed by venture capitalists.
and Cisco, nor much older firms like Ford, still firmly US venture capitalists expect to share in governance
under family control. British family owners have shown as well as finance. ‘It is the venture capitalists’ experi-
themselves uniquely willing to give up control (Burns ence, connections and willingness to become involved
and Whitehouse, 1996; Franks et al., 2003). that differentiate them from other sources of capital’
Insiders need not only be individual entrepreneurs (Kenney et al., 2004, p. 56). They always provide one
or their family heirs. Neither in the US nor the UK do or more non-executive directors, and these directors
the classic financial insiders, the banks, have a signif- sometimes continue to serve long after the IPO (initial
icant direct role in ownership and control, but in both public offering, on the stock market) gives them
countries an important role is played by private equity the opportunity to sell out (Kenney et al., 2004).12
firms—investing in large control-oriented equity stakes
on behalf of other financial institutions like pension
funds. A subset of private equity is venture capital:10 11 The first and sixth are Ford and Motorola, family controlled firms.
private equity put into new or young firms in high Thus, five of the top eight R&D spenders are in some sense insider-
dominated firms.
12 Arthur Rock, the lead venture capitalist in funding Intel, remained
10 Confusingly, venture capital is generally taken to include buy- on its board for two decades. Donald Valentine, who did the same for
out capital, in Britain and Europe. We use the term in the strict and Cisco, was still on its board more than a decade after it went public
narrow American sense. (Kenney et al., 2004, note 7).
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 167

Involvement cannot be at long range: thus, US venture bent management, notably in permitting various anti-
capital and the firms which have developed with its takeover devices (Roe, 1994). There is nothing in US
help are locally concentrated, in the Silicon Valley laws (even Delaware’s) which prevents insiders, such
area of California round Stanford University, on Route as families, maintaining control: but it is easier to
128 in Massachusetts, and in parts of Texas (Bank resist outsider shareholder pressure when incorporated
of England, 1996; Global Insight, 200413 ). (Venture in Delaware than incorporated in the UK. Such Fed-
capital firms, at least in the US, are not themselves eral legislation as applies – notably the 1933 Federal
‘outsider-dominated’, it should be noted. ‘Venture Securities Act – is decidedly less favourable to outsider
capital firms generally are private partnerships or shareholders than the corresponding British legislation
closely held corporations. . .’ (Global Insight, 2004, (Bush, 2004).
p. 2). This is in addition to the ‘business angels’ who Not only is the US a far less perfect case of outsider-
provide ‘informal’ venture capital and are wealthy domination than the UK: it also displays a good deal of
individuals.) stakeholder inclusion, specifically employee inclusion.
The UK, having a similar financial system, was the Like many other differences between the two countries,
quickest to follow the US lead, and even in 2000 was this is concealed by some obvious similarities. Neither
still providing the largest venture capital investment country has any sort of co-determination legislation:
into high-technology in Europe (European Innovation employees per se do not have control rights. While all
Scoreboard, 2001), with 49% of the European venture the insider systems in some sense share the view that
capital industry (Crossley, 2001). Its preponderance firms are not simply commodities to be bought and
in Europe is similar in private equity (BVCA, 2004). sold, that is precisely what they are, according both to
The evaluation of British venture capital and private UK and US law and custom (Kay and Silberston, 1995;
equity depends very much on the direction of com- Wymeersch, 1994). Accordingly, the UK lags behind
parison. In size as a proportion of the economy, and other members of the EU in worker participation. As of
experience, which is largely a matter of time, it is supe- the late 1980s ‘the UK is alone in the European Com-
rior to its rivals everywhere outside the United States. munity in not having a formal institutionalised system
On both counts it is far behind the United States, and of industrial democracy at company level’ (CEC, 1990,
this is particularly true for the less easily measured p. 162). Largely in consequence the UK was rela-
but vital contribution of ‘business angels’—individuals tively poor in participation in planning for new tech-
who usually make the first external investment (Bank nology (p. 121). There is however nothing to prevent
of England, 1996; Gill et al. 200014 ).15 employees being, or becoming, shareholders—a form
A further difference between the two countries is in of inclusion with the additional merit that (if it goes
company law. The centralised UK has one set of laws far enough) it may provide employees with an incen-
relating to corporate governance; the US has a set for tive to go along with reconfiguration. “Whether it is
each state. Firms can choose in which state to incor- direct co-operation, full or shared ownership, there is
porate, and most large firms have chosen Delaware, no doubt that employee commitment is enhanced by
because its laws are unusually favourable to incum- such arrangements” (Wheeler and Sillanpää, 1997, p.
69). Indeed, some studies (e.g. RSA, 1995) have found
a significant relationship between employee ownership
13 VC-backed firms with HQs in California, Texas and Mas-
and profitability.
sachusetts accounted for 45% of total employment in VC-backed
In the US, massively, employees are shareholders:
firms in 2003. However, the fastest rate of growth of employment
was in VC-backed firms headquartered in Pennsylvania, Georgia, in young high-technology firms largely through the
Tennessee and Washington State, which accounted for a further 22%. use of stock options or direct share distribution in lieu
Thus, two-thirds of employment was in firms based in seven states. of high pay. It is standard practice in venture capital-
14 As of 1999, there were more than 50,000 ‘accredited investors’
backed firms to use stock option plans to motivate all
– business angels – in the Seattle area alone. In the whole of the UK
workers (Global Insight, 2004). About 3 million non-
at the same point there were 18,000 (Gill et al., 2000, p. 24).
15 The US also has specialist banks willing to work alongside ven- executive employees (about 3% of the private sector
ture capitalists and provide significant debt finance; the UK does not workforce) receive stock options on an annual basis
(Gill et al., 2000, p. 3). (Blasi et al., 2003b). Employees are shareholders in
168 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

older firms mainly through tax-supported schemes like (1998) analyse and indict the poor quality of inter-
Employee Stock Ownership Plans (ESOPs) (Blasi and firm relationships in Britain in the food processing
Kruse, 1991; Walkush et al., 1997). (Delaware law industry:
allows ESOP shares, with employee permission, to be “With some notable exceptions . . . British firms dis-
deployed in management’s support during a takeover play the same kind of low-trust, short-term ethos in
bid.) In total 24.1 million workers, that is about 23% of dealing with their suppliers in manufacturing as the
the total US private-sector workforce, were in 2002 City [of London, i.e. the financial institutions] does to
involved in some sort of stock ownership plan giv- manufacturing in general . . . An inquiry into the trade
ing them share stakes in their own firms.16 The stakes gap [of more than £3 billion, in food products and
which have been built up are substantial. Fifty-five beverages] found that one of the key factors was the
percent of stock option plans had produced employee lack of collaboration between producers, processors,
(non-executive) shareholding over 10% (Blasi et al., and retailers . . . weak inter-firm networks . . . pervade
2003b). In 100 large high-technology firms examined the food chain in Britain.” (Cooke and Morgan, 1998,
by Blasi et al. (2003a), in addition to the 14% of shares pp. 138–140).
held on average by top management, 19% were held by Cooke and Morgan take this sector to be typi-
other employees. Thirty-eight percent of public com- cal; so do we. Cantista and Tylecote (2003), in a
pany ESOPs and 80% of private company ESOPs had study of relationships with suppliers and customers
built up non-executive employee shareholdings over in the UK fine chemicals and electrical equipment
10% (Blasi et al., 2003b). industries, found a correlation between the quality
As with private equity the UK is following the of relationships, and the ownership status of the
US—but here, even further behind. In the mid-1990s, firm: UK firms listed on the stock exchange were
the percentage of work sites with employee owner- more likely to have loose, low-trust relationships
ship in the UK was 11%. On the Continent of Europe than subsidiaries of Continental firms or unlisted UK
that percentage ranged from 1% (France and Sweden) firms.
through Italy (2%) and Germany and the Netherlands
(3%) to Denmark (5%) (Blasi et al., 2003b). However, 3.3. The nature of outsider-domination in the UK
in the UK the number of ESOPs – the form most rele- system
vant to corporate governance because they are capable
of giving some power to the employees – was very To an extent unique among major economies,
small, around 100 in the late 1990s, as against more non-bank financial institutions dominate British share
than 6000 in the US (Poutsma, 2000; Robinson et al., registers. As of 1993, Berglöf (1997) found that
2002). British financial institutions owned 62% of listed UK
Cross-holdings between firms can indicate merely stocks, up from 36% in 1969 (against 37% in the
a form of insider-control, or a type of stakeholder US, up from 28%) and the ‘foreign owner’ share
inclusion—bolstering inter-firm relationships, notably of 16% (as against 6% in the US) would have
with suppliers and customers. While in 1993, the per- included a substantial stake by foreign financial insti-
centage of shares in listed stocks held by non-financial tutions. Charkham (1994, Table 3.11) shows that in
firms was 21, 39, 22 and 28 in France, Germany, the UK (as in the US) the shareholdings of banks
Italy and Japan, respectively, it was 9 in the United are negligible, and those of other financial insti-
States and 2 in the UK (Berglöf, 1997). Comparative tutions break down (as of 1989/1990) 33:53:13 in
studies (Lane, 1989; Sako, 1994) find buyer–supplier the UK (compared to 14:69:17 in the US) between
relationships in the UK tenuous and essentially short- insurance companies, pension funds and mutual
term and contractual in nature. Cooke and Morgan funds.
One can distinguish two post-war eras in UK corpo-
16 3.4 million were involved in ESOPs. Most of them, 13.6 million,
rate governance. The first, during the 1950s and 1960s,
were involved in 401Ks, tax-sheltered retirement savings plans to
was the era of management control, in which share
which both employee and employer contribute. 4.8 million were in ownership was fragmented, family owners had largely
KSOPs, hybrids between ESOPs and 401Ks (Blasi et al., 2003b). given up trying to maintain control over large firms, and
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 169

the financial institutions had not yet begun to play any than half that on acquisitions; the rate of spend in
important role. This was a time of generally slack man- the same sectors in the US is well above that on
agement (to judge by the slow rate of growth of produc- acquisitions (DTI, 2004).)17 The poor British perfor-
tivity) but quite high R&D spending, by international mance, like the good US performance, is however well
standards. During the 1980s (after a transition) came explained by our more nuanced characterisation of
the era of indirect owner-control, in which the dominant the two countries’ corporate governance and financial
shareholders were institutional and they exercised a sort system.
of control by paying close attention to financial results How far have we now moved on to a third era in
of firms and being prepared to sell their shares to hostile which the outsiders have moved to some extent inside
bidders if the offer price was right (see Demirag et al., and are vigorously intervening in corporate gover-
1994). nance? Certainly, an increasing concentration of own-
The second era displays an outsider-dominated ership has increased both the ability and incentive for
financial system, par excellence. As a result of the activism. As the proportion of shares held by institu-
institutional investors’ historical position in the UK tional investors has increased, so has the proportion
stock market, they were unlikely to show an active of the market held by a select number of institutional
interest in their investee companies; indeed, “... insti- investors. Eleven percent of the UK stock market was
tutions used not to take much interest in corporate owned by the three largest institutional investors in
governance. They tried to achieve their target perfor- 1996. The largest institutional stake in the top 10
mance by buying and selling shares, relying on their FTSE100 companies ranged from 12 to 22% (Mallin,
judgement of the underlying strength of companies and 1999).
their ability to exploit anomalies in share prices. Insti- The larger the absolute value of an institution’s stake
tutions tended not to vote their shares regularly, and in a firm, the more it will gain from a given improve-
to intervene directly with company managements only ment in performance. Moreover the larger the percent-
in circumstances of crisis” (The Hampel Report, 1998, age stake, the easier it will be to get the management
s5.2). to listen to it; and the harder to sell the stake without
This era saw a fall in business-financed R&D spend- lowering share prices:
ing and strong ‘short-term pressures’ on most firms
and industries, particularly those (like engineering) “The proportion of shares which [institutions] own has
in which, in our terms, visibility is low. Since the increased, and it is more difficult for them to sell large
1960s, when the UK was one of the biggest spenders numbers of shares without depressing the market . . ..
internationally (before the present inhibiting CG&FS As a result, some institutions now take a more active
regime took shape), there has been a steady and con- interest in corporate governance. They can do this by
tinuing decline in the UK’s business-financed R&D voting on resolutions in General Meetings, and infor-
intensity (expenditure relative to turnover) relative to mally through contact with the company” (The Hampel
its main competitors. It continued during the 1990s Report, 1998, s5.3).
(Fig. 1). As a result business-financed R&D inten-
sity was by 1999 below the OECD average and well
below that of such key rivals as Germany and the But what the more general studies of corporate gov-
USA (Fig. 2). Yet one would expect that a system that ernance have not examined, is the understanding shown
encouraged specialisation in high-technology sectors by such investors of firms’ policies with respect to inno-
(which by definition have high R&D intensity) would, vation and technological change.
other things being equal, encourage R&D expendi-
ture. Such appears to be the case in the United States,
which has a significantly higher level and a slightly
17 The link between pressures from shareholders and spending on
higher rate of growth of business-financed R&D expen-
R&D is confirmed by a study by Pugh et al. (1999) which finds for
diture than the OECD average. (Across a number the US that adoption of an Employee Stock Ownership Plan (ESOP),
of R&D-based sectors, the UK’s rate of spend on which is a form of anti-takeover protection, is followed by R&D
R&D plus Capex (fixed capital expenditure) is less increases.
170 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

Fig. 1. Evolution of gross domestic expenditure on R&D. Average annual growth rate for 1991–1999 (Source: OECD (2001), A.2).

4. How the British financial and corporate • six senior managers of UK-based high-technology
governance system impacts on innovation firms, all but one listed (one in chemicals, two in
pharmaceuticals, and one in electronics); the posi-
4.1. New evidence on behaviour with respect to tions occupied being chairman (ex-CEO), R&D
innovation director (two), finance director (CFO), and head of
corporate affairs (two).
Between autumn 1998 and summer 2000 the authors
conducted semi-structured interviews with: The interviews and our interpretation of them are
discussed in detail in Ramirez and Tylecote (2004) and
Tylecote et al. (2002). Here the insights gained are
• six senior managers of City institutions (three of the summarised under two headings: shareholder under-
top 10 institutional investors, two of the top 10 stock- standing and intervention; and outcomes in terms of
brokers, and the Association of British Insurers); pressures on management.
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 171

Fig. 2. R&D intensity (Source: OECD (2001), A.2).

4.2. The quality of shareholder understanding – steadily better—but they rated US analysts higher:
industry-wide expertise and firm-specific more interested in and better-informed about longer-
perceptiveness – and the circumstances in which term technology and market issues as opposed to short-
shareholders intervene term financial outcomes. The US advantage was agreed
to be much greater on the ‘buy side’ (the institutional
All agreed, shareholders were better informed than investors themselves) than on the ‘sell side’ (the stock-
5 or 10 years earlier. As argued in Tylecote and Conesa brokers on whom the investors frequently depend for
(1999), a key advantage of the outsider-dominated US advice as well as for transactions in shares). This was
and UK systems in coping with high novelty is that unsurprising given the view expressed by the senior
the ‘industry analysts’ who advise outsider investors City managers: they saw no need for their fund man-
take an industry-wide view which allows them to build agers or analysts to have a background in the industry or
the maximum industry-wide expertise. The industry any relevant technical qualification—indeed any tech-
managers were agreed that the analysts were getting nical qualification at all. Instead they saw it as their
172 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

job mainly to ‘filter information’ from analysts in the ees in Britain understood very well that capital markets
broking houses, many of whom did have appropriate imposed pressure for shareholder value, which could
qualifications. not be resisted. Moreover share options gave manage-
The problem with such dependence is that in ment and senior employees in R&D a strong incentive
their nature the sell-side analysts will have industry- to take ‘value-enhancing’ initiatives themselves.
wide expertise rather than firm-specific perceptiveness. However, if the operation of the capital market
Their employers do not own a stake in the compa- imposes beneficial pressures for reconfiguration, it
nies, and they are therefore inherently outsiders: their also, top managers believe, imposes pressures for short-
information about the companies in their sector is all termism: to sacrifice long-term profit to the attainment
public information. They cannot probe, they cannot of short term financial targets. One of the pharma senior
interrogate senior managers. Large investors can, but it managers, after describing the short-term pressures to
appeared that they were not much interested in doing which his firm was subjected, added that it was now
this except when there were clearly problems in a firm. being somewhat protected from them because a US
The chairman of our electronics firm considered that asset management house had become its largest share-
one of his most recent US institutional shareholders holder and was behaving very much as an engaged
already understood his firm much better than one of investor (Ramirez and Tylecote, 2004).
his oldest and largest British institutional shareholders Like Marsh (1990) on their behalf, institutional
because they took much more trouble to engage with investors generally blame short-termism on managers
the firm; a similar view was expressed by one of the themselves, through the effects of the profit-based
pharmaceutical managers. bonuses in their remuneration packages. However, they
Although shareholders are more inclined to inter- clearly feel that management have a constant duty to
vene than 5 or 10 years earlier, this is still done reluc- justify their investments, whether on R&D or other-
tantly. When major investors become aware of under- wise. In practice, this is asymmetrical: it is much more
performance by a firm, the clear hierarchy of preference likely that a firm will be condemned for wasteful over-
is, exit if possible, voice if necessary, and preferably spending than for not spending enough. There is also
voice in favour of moves which could be advocated investor reluctance to let adequate funding go on the
with rather little knowledge of the firm’s business. Only longer-term sorts of innovative investment, which are
in extremis is action undertaken collectively, with other unlikely to pay off for 5, even 10 years. We had heard
major shareholders—though there are no legal obsta- from the management side that ignorance of what firms
cles to this in the UK, and the people who would have were doing for longer-term technological development
to work together know each other and are only minutes was a problem. Even the rare investment houses able
apart. The first solution looked for then would be a to evaluate the longer-term prospects of pharmaceuti-
take-over, showing again a preference for action which cal firms held back from buying the shares of the more
demands little if any firm-specific perceptiveness. Tra- innovative ones, confident that they could wait until
ditions die hard in the City of London. shortly before their more myopic rivals realised what
was in the pipeline. Thus, even the best-informed UK
4.3. Resulting pressures on management investors appear to do little or nothing by their invest-
ment decisions to mitigate short-term pressures—in the
We identified clear advantages to British firms, in the industry where investors are most supportive of R&D
context of reconfiguration, from their exposure to pres- because of the rich rewards they are reaping from past
sures from capital markets for shareholder value, and investment in it.
their freedom from constraint either by mechanisms
like co-determination or legal inhibitions on dismissals. 4.4. The situation since the stock market downturn
(Or indeed from strong unions, the main constraint in
the past.) As we expected, this was particularly valued Two further interviews were conducted in winter
in high-technology. One of the pharmaceuticals CFOs 2004–2005, to find out whether there had been sig-
argued that in Britain it was much easier than in France nificant changes in the behaviour of City of London
or Germany to reconfigure the organisation. Employ- institutions since the stock market downturn of 2000.
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 173

One was with a Senior Adviser in a major pension • less employee inclusion through shareholdings—the
fund, the other with a recently retired director of two means of inclusion which least blocks reconfigura-
FTSE 100 companies. From either side of the fence, tion;
they took essentially the same view: that investors were • more pressure for shareholder value.
showing disappointment with the decline in returns,
but were not reacting to this by any increased engage- Given the broad similarities (and close relationship)
ment with firms. On the contrary (said the company between the US and UK systems, we would expect
director) they were exerting even more short-term pres- these differences to be less marked than those between
sure than before. The senior adviser indicated one way the UK and the insider-dominated systems.
in which this might be happening: the great expan- It was clear that UK industry continues to be
sion of hedge funds which specialised in selling shares exposed to short-term pressures from investors. These
short.18 They would make large profits by engineering are not deliberate pressures to over-emphasise the short
a speculative run against a firm—which could only be term over longer-term innovation and performance, but
one which had disappointed the markets. (As Woolley nonetheless this is their effect, because the demand
(2004) points out, the concurrent expansion of passive, for profit is not balanced by an adequate appreciation
index-tracking portfolios gives the hedge funds dispro- of the value of work with a longer-term perspective.
portionate influence: their activity already accounts for Moreover, as our investors explained, those managers
about 40% of trading in the US and UK equity mar- who wish to spend heavily on innovation are con-
kets.) The fear of such a run must add to short-term stantly under pressure to justify this heavy spending;
pressures on any under-performing firm. but those who wish to spend little (and thus for a
time increase their profit-related bonuses) are under
no such pressure. The existence of such pressures is
5. How can the UK corporate governance and confirmed, as we have seen, by senior managers even
finance system explain Britain’s technological in pharmaceuticals—where investors have long had the
specialisation? best understanding of the value of R&D and innovation
generally.
5.1. The nature of the system: résumé One indication of these pressures is given by recent
calculations of the cost of funds, which is taken to equal
We have characterised the UK financial and corpo- interest on debt plus dividends. The UK has a CoF of
rate governance system as an outsider-dominated sys- 4.9% of sales, followed by the USA at 4.3%, France
tem which (by comparison with the insider-dominated and Germany at 3.8/3.7% and Japan at 1.3%. The dif-
systems in most of the rest of the world) has: ferences in CoF as % of sales are largely driven by
differences in dividends, which account for 61% of UK
• high pressure for shareholder value and high CoF, 55% in the USA, and 30–40% in France, Germany
industry-wide expertise; and Japan (DTI, 2003). Against value-added, the cost
• low firm-specific perceptiveness and little stake- of funds (dividends) in Britain is 18.7% (12.0%), in
holder inclusion through traditional methods such Germany 12.3% (3.1%) and in France 11.3% (4.7%)
as co-determination and cross-holdings. (DTI, 2004).
On the other hand, we have found that by compar-
ison with the other main outsider-dominated system, 5.2. Implications for technological performance
the United States, the UK FCGS displays: and specialisation
• less industry-wide expertise; Data on firms sorted by nationality is limited. The
• less engagement, and thus less firm-specific percep- best and most recent available is in the UK R&D Score-
tiveness; board, 2004, for the top 700 firms in the world in
terms of their R&D expenditures (DTI, 2004). The
18 That is, committing to a sale of their shares in the forward/futures data we have drawn from this is on R&D expenditure
market, so that a profit would be made if their shares fell. and sales. We take R&D intensity (R&D spend/sales)
174 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

as a reasonable proxy for expenditure on technologi- What can be predicted about the R&D intensity and
cal innovation. We would predict that such expenditure specialisation of British-based firms?
will be a function of:
1. That they will in general under-spend on R&D
• the engagement of owners and financiers, to the (show low R&D intensity) relative to both firms
extent that visibility is low; based in the insider-dominated countries and firms
• their industry-wide expertise, to the extent that nov- based in the United States; that this under-spend will
elty is high; be worse relative to the insider-dominated coun-
• the degree of stakeholder inclusion, to the extent that tries, in the medium-high-technology sectors (plus
spill-overs are high. aerospace),21 with the possible exception of mobile
telecoms;22 and worse relative to the United States
Of course engaged owners may act to stop or dis- in the high-technology sectors; that the British firms
courage expenditure that they recognise as undesirable, might out-spend the insider-firms in some high-
and so may those with industry-wide expertise; but it technology sectors, of which the best relative per-
seems reasonable to suppose that the net effect will still former will be pharmaceuticals.23 These general-
be positive: well-directed spending will help to pro- isations will be unsafe (however) in any sector
vide funds and encouragement for further spending, where British-based firms are predominantly untyp-
whereas misdirected spending will not. ical in corporate governance terms—because they
On the other hand, R&D intensity will not be a are venture-capital based or for some other reason.
(positive) function of pressure for shareholder value, 2. That British-based firms will be specialised, rela-
but rather a negative one, at least where engagement tive to the insider-dominated countries’ firms, in
or industry-wide expertise are low: as we saw in the the high-technology sectors (less aerospace), par-
previous section, shareholders who do not understand ticularly in pharmaceuticals; they will be ‘under-
the value of spending on innovation (in practice, even specialised’ relative to these firms in the medium-
if they support it in principle) will impose short-term high-technology sectors, plus aerospace—with the
pressures which discourage it.19 As to sales data, we exception of mobile telecoms. They will be under-
shall assume, if the sales of Country A’s firms in sec- specialised, relative to US-based firms, in high-
tor I make up a relatively high proportion of the sales technology sectors, with the possible exception of
of Country A’s firms overall (so it is ‘specialised’ in pharmaceuticals; they will also be under-specialised
that sector), that its corporate governance and financial relative to US-based firms in the medium-high-
system shows a good fit with that sector’s require-
ments, as defined in Section 3; and conversely if it is
‘under-specialised’. (The Scoreboard gives 32 sectors, informal activity, and if we allow for that, R&D intensity of large
of which only 9 have been identified as high-technology firms may not be far above theirs. Taking only large firms under-
states the share of countries like Italy, which have many small firms;
or medium-high-technology, so there is scope for vari-
however, to the extent that this is true for all sectors it does not affect
ation in the extent to which a country is specialised in our relative measure of specialisation.
high-/medium-high-technology as a whole, as well as 21 These sectors, as argued in Section 3, have generally low vis-

variation within this broad group of 9.) All firms, with ibility and high spill-overs, and thus benefit much from ‘insider’
the exception of those from other English-speaking engagement and inclusion, while with low engagement and inclu-
sion, high pressure for shareholder value will be disastrous; their
countries, have been assigned to one of the three ‘corpo-
modest novelty means that high industry-wide expertise is not much
rate governance system’ categories: US, UK, insider.20 of an advantage.
22 As we have seen in Section 3, mobile telecoms has an exception-

ally high degree of novelty and need for reconfiguration relative to


19 Moreover innovation which promises a return somewhat less than the rest of the telecoms sector.
the cost of capital will certainly be discouraged by pressure for share- 23 As argued in Section 3, the high-technology sectors generally

holder value—whereas a management free of such pressure might have high novelty, which gives the UK an advantage over the insiders
well favour it, particularly where there was stakeholder inclusion. but the US an advantage over both. The fact that even in high-
20 The exclusion of smaller firms from the Scoreboard data is a more technology visibility is limited and spill-overs are significant gives
serious distortion for sales than it is for R&D intensity. Recorded the US a further advantage over the UK—but least in pharmaceuti-
R&D for small firms is an understatement anyway since it excludes cals, where visibility appears highest and spill-overs lowest.
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 175

Table 3 A’s firms in all sectors. The figure given is the ‘relative
R&D intensity and relative specialisation by sector and FCGS, 2003a specialisation’ of Country A in sector I, which is the
Sector Corporate governance system above figure/figure for the US.
Insiders UK US Most of the figures in Table 3 conform to predic-
Aerospace and defence 8.0% 9.8%b 4.3% 2.8%
tions: this is true on R&D intensity for automotive,
0.24 0.64 chemicals, electronics and electrical,25 engineering
and machinery, and pharmaceuticals. The surprises are
Automotive and parts 4.5% 3.4% 3.7%
1.29 0.07 in software and IT services, where the insiders out-
spend the US; and in IT hardware and aerospace. In
Chemicals 4.4% 2.1% 3.5%
1.67 0.81
telecoms, where the British just out-spend both, this
may be put down to the mobile part of the sector.
Electronics and electrical 6.2% 4.2% 4.5%
We shall return to these after considering specialisa-
5.11 0.371
tion. Here again, automotive, chemicals, engineering
Engineering and machinery 2.8% 1.9%c 2.6% and machinery, and pharmaceuticals conform to pre-
1.43 0.18
dictions, as (this time) does software and IT services.
IT hardware 7.9% 15.5% 10.97% No prediction can be made about electronics and elec-
0.65 0.04
trical, nor about telecoms, since it is not disaggregated
Pharmaceuticals and 14.6% 14.9% 15.6% into fixed and mobile. The surprises here are in IT hard-
biotechnology ware, where the insiders far outsell the British, and in
0.51 1.07
aerospace yet again.
Software and IT services 12.6% 6.8% 10.2% The surprises can be explained, and largely within
0.06 0.13
our framework. The US specialisation in aerospace can
Telecommunications 1.8% 1.9% 0.8%d easily be explained by the military past and present, as
6.48 9.53 can the (lesser) British specialisation. That lies outside
Source: DTI (2004). our framework, but what falls within it is the special
a The % figure given is for R&D intensity. The other figure given
corporate governance status of the two main British
is for specialisation relative to that of the United States, whose figure
is thus taken in all cases to be 1.
firms in the sector, BAe and Rolls-Royce: the British
b Golden share firms; the second figure is for the others. government – no doubt for military reasons – has,
c Data is for 1 firm only. exceptionally, a ‘golden share’ in both of them (Osborn,
d Data is for 1 firm only.
2002) which makes them immune to take-over, and
thus almost immune to shareholder short-term pres-
technology firms, plus aerospace.24 The same reser- sures. They contribute 85% of the R&D spend among
vation applies. the British firms in the sector. It is their very high R&D
intensity which is exceptional and exceeds that of the
Table 3 gives R&D intensity and specialisation data insider-firms. Likewise, the high R&D intensity of the
for our nine sectors. Not all of these correspond neatly British IT hardware firms is because they comprise only
to the OECD categories: ‘electronic and electrical’ three new venture-capital backed firms (Spirent, ARM,
spans 32 and 33, and some of 30, from the high- Bookham Technology) plus Marconi, which belongs
technology categories, and 31 from the medium-high. to the high-spending telecoms manufacturing sector;
Thus, it is hard to ‘read’ in terms of our frameworks. what is missing is any presence in computer manufac-
‘IT hardware’ spans 30 and 32, both high-technology turing, a much lower-spending sector (vide Dell, with
sectors—thus it is not a problem. The ‘absolute’ spe- <1%). A similar situation accounts for the respectable
cialisation of Country A in sector I was measured as R&D intensity of the British auto firms: by far the
sales of Country A’s firms in sector I/sales of Country higher in intensity of the two entries is Phoenix, the

24 We may recall that the greater importance of family control 25 As this industry is a mixture of high-technology and medium-

and employee shareholdings in ‘mature’ industries gives the United high-technology, no prediction could be made about the relative
States an advantage over the UK in medium-high-technology sectors. performance of the US and the insider-dominated countries.
176 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

unlisted legacy of BMW’s ill-fated takeover of Rover; nesmann, which was still largely an engineering firm
the listed GKN spends a mere 2.1% of sales.26 when it was acquired by Vodafone in 2001. Such clean
It is possible to give slightly more detail for three breaks are what the British financial and corporate gov-
of the ‘unsurprising’ sectors. The chemicals sector ernance system is best at—the shareholders like them.
is of interest because, while it now conforms to the For the pattern of British strength and weakness
general pattern of low R&D intensity among British- in software we return to Casper and Whitley (2004).
based firms, this has only recently become the case. In While the UK has the largest software industry in
debates over British technological strength and weak- Europe, only 26% of British firms were in enterprise
ness around 1990, chemicals was identified as an area software (against 90% in Germany and 44% in Swe-
of strength (together of course with pharmaceuticals), den); 7% were in middleware (against 5% in Germany
with some speculation that Britain was for some reason and 22% in Sweden). The British strength was over-
well-suited to chemistry-based industries (SCITEB, whelmingly in standard software—66%, against 5%
1991). There was another explanation: the dominance in Germany and 34% in Sweden. The strength here,
of chemicals by one firm, ICI, with unusual corpo- and weakness in the enterprise software area, is exactly
rate governance characteristics. Asked how the City what would have been predicted given the characteri-
of London had tolerated ICI’s relatively slow rate of sation of these sub-sectors in Section 2. The British
increase of its dividend, and fast rate of increase of weakness in middleware is of particular interest since,
its R&D, ‘a chemicals sector analyst observed that the as Casper and Whitley point out, the US excels in mid-
company concerned was virtually takeover proof, due dleware. The key appears to be that ‘middleware firms
to its size and national importance’ (IAB, 1990, p. 5). are most likely to exist within technology clusters dom-
This changed sharply with the hostile takeover bid from inated by a large firm that can entice them to commit to
Hanson Trust in 1991 (Demirag and Tylecote, 1992) a technical standard . . .’ (p. 102). The US has a number
and the subsequent demerger. Even at that stage, how- of such ‘dominant technology firms’; Sweden has one;
ever, the pattern of British strength was tilted towards Britain has none. The failure of Marconi, the obvious
consumer chemicals (detergents, etc.), a ‘deviant’ part British candidate, to play this role may well be precisely
of the sector in which insider-style relationships among because the British corporate governance system mili-
firms are not particularly helpful.27 tates against the ‘inter-firm coordination’ which Casper
The British specialisation in telecoms can be and Whitley show is needed in middleware.
explained by one firm, Vodafone, whose great success
exactly bears out the high need for reconfiguration in
mobile telecoms argued in Section 2. Vodafone origi- Table 4
nated as a unit of the British defence electronics firm Estimated company shares of the UK computer services market by
Racal, but was spun off into complete independence value (%) 2000
between 1988 and 1991 when its parent recognised its IBM USA 8.4
potential.28 Since then it has been a ‘pure-play’ mobiles EDS USA 8.2
firm, unlike any of its main rivals, mostly part of the Fujitsu (ex-ICL) Japan 5.6
fixed-line firms which set them up—except for Man- Reuters UK 4.9
Cap Gemini Ernst & Young France 4.4
CSC USA 4.0
26 Most of the automotive R&D performed in Britain is carried out Accenture USA 3.9
by Ford: a family owned firm which appears to display very strong PricewaterhouseCoopers USA 3.6
shareholder engagement, the CEO as of early 2004 being Bill Ford, SchlumbergerSema US/France 3.1
and which had the distinction in 2000 of conducting more R&D than Compaq USA 2.6
any other firm in the world in any sector (DTI, 2001, p.90). Logica UK 2.1
27 See Tylecote and Conesa (1999, Table 10), where this is demon- Computer People Swiss 1.7
strated by trade and patent data. Syntegra UK 1.6
28 It had been a subsidiary of Racal Electronics plc from 1984 Capita UK 1.5
(www.vodafone.com). The most focused of the mobile manufac- Xansa UK 1.5
turers, Nokia, took until 1994 to divest itself of its non-electronics Others 42.9
businesses (Ali-Yrkko et al., 2000). Source: Key Note (2001).
A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180 177

Table 5
The main constituent parts of business services
IT-enabled services % of total employment in IT-computer services % of total employment in
business services, UK, business services, UK,
2002–2003 2002–2003
Labour recruitment and provision of personnel 19.3 Software consultancy 8.2
Industrial cleaning 10.6 Data processing and 1.6
database activities
Architectural activities and technical consultancy 9.6 Hardware consultancy 0.5
‘Other business activities’ 8.9 Maintenance and repair 0.4
of computing machinery
Market research and management consultancy 8.5
Legal activities 7.7
Accountancy 5.6
Investigation and security activities 4.3
Renting of machinery, equipment, etc. 4.2
Research and development 2.6
Advertising 2.4
Source: Abramovsky et al., 2004, Fig. 1.

We also have some detail for IT services, albeit only vide them for themselves, in-house.30 Until the 1980s,
for the UK market (Table 4). Again what would have that was overwhelmingly what happened. The creation
been predicted from the characterisation in Section 2 – of the business services sector involved the reconfig-
performance as bad as enterprise software because of uration of existing businesses to cut out much or all
low appropriability and visibility – appears to be borne of those providing those services in-house. To push
out: the UK market is dominated by foreign firms, this through over what can be assumed to be internal
mostly US. This weakness is worth stressing because resistance required a motive—presumably, so far as the
of the widespread perception that business services, private sector was concerned, the prospect of increased
including IT services, is a British success story. So it profit. (That prospect arose partly because of the devel-
is, in locational terms.29 We shall give a brief account opment, in ‘post-Fordism’, of networked production
of this success because it too appears to arise largely, systems in which firms depend on external services to
though rather indirectly, from the British corporate gov- supplement their internal resources (Castells, 2000).)
ernance system. The stronger the pressure for shareholder value, the
In 2002, business services employed around one in more this motive would have counted. We would there-
seven of the UK labour force; between 1984 and 2001 fore predict that the speed of growth of the business
employment in business services grew by 92%, that is services sector in general in an economy would be a
over half the total growth in UK employment during the function of the pressure for shareholder value in its
period (Abramovsky et al., 2004). For its constituent finance and corporate governance system. Where it
parts, see Table 5. Most of them belong to one of the grew quickly, it would have advantages in international
two types of Knowledge-Intensive Business Services, competition from internal and external economies of
traditional professional services, and new services con- scale and experience. We would therefore expect, other
nected with technology (Miles et al., 1995). As can things being equal, that the UK’s trade performance in
be seen, they are highly heterogeneous: they are all
services which are provided for industrial customers
30 The ‘public administration and other services’ share of business
(and the public sector) who could in principle pro-
services purchasing in the UK was 11.1% in 2001, having risen from
3.9% in 1984 through 4.3% in 1990 to a peak of 13.3% in 1995
29 We have no space to examine the nationality of firms in the sector (Abramovsky et al., 2004, Table 2). This suggests that UK busi-
outside IT services, and the data we have is limited. However, what ness services in general may not have benefited crucially from the
we have on management consultancy gives a similar picture to IT. Thatcher government’s drive for privatisation and contracting out.
178 A. Tylecote, P. Ramirez / Research Policy 35 (2006) 160–180

business services would be somewhat better than the Further work is needed to explore the power of the
United States’, and much better than the main ‘insider- framework presented here to explain wider interna-
dominated’ economies. The UK trade surplus in 2002 tional patterns of specialisation, and changes in them. It
was even in absolute terms greater than that of the US$ can however already offer conclusions for policy. The
24 billion against US$ 22 billion, in an economy less increasing weight and experience of British venture
than one fifth of the size of the United States. The capital and private equity more generally is a strength
French trade surplus was a mere US$ 1.5 billion; Ger- which must be reinforced—by (for example) removing
many and Japan had trade deficits, of US$ 12 and 9 regulations which tend to reduce the institutions’ allo-
billion, respectively (Abramovsky et al., 2004, Fig. 3). cation of funds to private equity. The deficiencies of
British institutional investors in industry-wide exper-
tise and engagement are damaging, and only partly
6. Conclusions compensated by the participation of US investors in
London. Their disillusion with traditional disengaged
We have seen that the broad-brush characterisation ‘active management’ will be of no benefit if it merely
of the UK corporate governance and financial system drives them to the super-speculative hedge funds. They
as ‘outsider-dominated’, like that of the whole eco- would be forced to move towards engagement – as
nomic system as a ‘liberal market economy’, explains proposed in the Myners Report (Myners, 2001) – if
the technological performance and specialisation of tax changes made it less attractive to ‘buy and sell’ as
the UK only up to a point. It explains its similarities opposed to ‘buying and holding’ for the long-term.
with the United States, but not its differences from
the US. These can only be explained in terms of the
CG&FS if clear differences between the US and UK Acknowledgments
systems can be identified. The more nuanced charac-
terisation of the UK CG&FS presented here, showing The research reported here was funded by the Euro-
by comparison with the US its inferiority in industry- pean Union, in Project no.: PL 98.0221 of the Targeted
wide expertise, engagement, and employee inclusion, Socio-Economic Research Programme. We are grateful
but greater pressure for shareholder value, is able to for their support and for the cooperation of intervie-
account for all the main features of the technological wees. This paper has benefited considerably from the
performance and specialisation of British-owned firms criticisms of two anonymous referees.
in the high-technology and medium-high-technology
sectors—the sectors in which it is most reasonable to
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