Teoría De Stakeholder

CALIFORNIA MANAGMENT REVIEW
Vol. XXV no. 3, Spring 1983
Copyright © 1983, The Regents of the University of California

Stockholders and
Stakeholders: A New
Perspective on
Corporate Governance

R. Edward Freeman David L. Reed

The purpose of this article is to show how the concept of stake holders in an organization can be used to understand the tasks ofthe board of directors. The authors argue that a volunteeristic approach to questions of corporate govern-
Nance which focuses on effective director behavior is preferable to structural change via legislation.

Management thought has changed dramatically in recent years. There have been, and are now underway, both conceptual and practical revolutions in the ways that management theorists andmanagers think about organizational life. The purpose of this article is to understand the implications of one of these shifts in world view; namely, the shift from “stockholder” to “stakeholder”.

The Stakeholder Concept

It has long been gospel that corporations have obligations to stockholders, holders of the firm´s equity, which are sacrosanct and inviolable. Corporate action or inaction isto be driven by attention to the needs of its stockholders, usually thought to be measure. It has been argued that the proper relationship of management to its stockholders is similar to that of the fiduciary to the ceslui que trusten, whereby the interests of the stockholders should be dutifully cared for by management. Thus, any action taken by management must ultimately be justified by whetheror not it furthers the interests of the corporation and its stockholders.
There is also a long tradition of departure from the view that stockholders have a privileged place in the business enterprise. Berle and Means were worried about the “degree of prominence entitling (the corporation) to be dealt with as a major social institution.” Chester Barnard argued that the purpose of thecorporation was to serve society, and that the function of the executive was to instill this sense of moral purpose in the corporation´s employees. Public relations and corporate social action have a history too long to be catalogued here. However, a recent development calls for a more far- reaching change in the way that we look at corporate life, and that is the good currency of the idea of“stakeholders.”
The stakeholder notion is indeed a deceptively simple one. It says that there are other groups to whom the corporation is responsible in addition to stockholders: those groups who have a stake in the actions of the corporation.
The word stakeholder, coined in an internal memorandum at the Stanford Research Institute in 1963, refers to “those groups without whose support the organization wouldcease to exist.” The list of stakeholders originally included shareowners, employees, customers, suppliers, lenders, and society. Stemming from the work of Igor Ansoff and Robert Stewart (in the planning department at Lockheed) and, later, Marion Doscher and Stewart (at SRI), stakeholder analysis served and continues to serve an important function in the SRI corporate planning process.
From theoriginal work at SRI, the historical trail diverges in a number of directions. One recent author was forced to claim, “The precise origins of stakeholder theory are impossible to determine.” In his now classic Corporate Strategy: An Analytic Approach to Business Policy
for Growth and Expansion, Igor Ansoff makes limited use of the theory.

While as we shall see later, “responsibilities” and“objectives” are not synonymous, they have been made one in a “stakeholder theory” of objectives. This theory maintains that the objectives of the firm should be derived by balancing the conflicting claims of the various “stakeholders” in the firm: managers, workers, stockholders, suppliers, vendors.

Ansoff credits Abrams and Cyert and March with a similar view, but goes on to reject the...