Employee Ownership, Participation and Governance This volume is an examination of the origins, characteristics and per- formance of employee-owned firms. Representing the first in-depth study of Employee Share Ownership Plans (ESOP), it focuses on firms which have converted to either partial or full employee ownership using recent institutional, fiscal and legal innovations. Key questions addressed include: • under what circumstances do firms convert to employee ownership? • what are the main organisational and institutional features of firms with ESOPs? • are ESOPs an effective method of stakeholder capitalism? Based upon five years of empirical research, this is an important and topical contribution to recent debates on the changing nature of employ- ment. Andrew Pendleton is Professor of HRM at Manchester Metropolitan University. Routledge Research in Employment Relations 1 Social Partnership at Work Carola M. Frege 2 Human Resource Management in the Hotel Industry Kim Hoque 3 Redefining Public Sector Unionism UNISON and the Future of Trade Unions Edited by Mike Terry 4 Employee Ownership, Participation and Governance A Study of ESOPs in the UK Andrew Pendleton Also available from Routledge: Rethinking Industrial Relations: Mobilisation, Collectivism and Long Waves John Kelly Employee Relations in the Public Services: Themes and Issues Edited by Susan Corby and Geoff White The Insecure Workforce Edited by Edmund Heery and John Salmon Public Service Employment Relations in Europe: Transformation, Modernization or Inertia? Edited by Stephen Bach, Lorenzo Bordogna, Giuseppe Della Rocca and David Winchester Employee Ownership, Participation and Governance A study of ESOPs in the UK Andrew Pendleton London and New York First published 2001 by Routledge 11 New Fetter Lane, London EC4P 4EE Simultaneously published in the USA and Canada by Routledge 29 West 35th Street, New York, NY 10001 Routledge is an imprint of the Taylor & Francis Group This edition published in the Taylor & Francis e-Library, 2001. © 2001 Andrew Pendleton All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the publishers. British Library Cataloguing in Publication Data A catalogue record for this book is available from the British Library Library of Congress Cataloguing-in-Publication Data Pendleton, Andrew, 1957– Employee ownership, participation, and governance: a study of ESOPs in the UK / Andrew Pendleton. p. cm. Includes index. 1. Employee ownership—Great Britain. 2. Management—Employee participation—Great Britain. 3. Stock ownership—Great Britain. I. Title. HD5660.G7 P419 2000 331.2'164—dc21 00–04263 ISBN 0–415–20424–0 (Print Edition) ISBN 0-203-18597-8 Master e-book ISBN ISBN 0-203-18720-2 (Glassbook Format) To Amy, Eileen, and Leah Contents List of tables and figures ix Acknowledgements xi Abbreviations xiii 1 Introduction 1 2 The development of employee ownership 19 3 Employee ownership and politics 41 4 The structures of employee ownership 60 5 Contexts and reasons for employee ownership 80 6 Employee participation and governance: theory and predictions 106 7 Employee participation and governance: institutions, practices, and outcomes 129 8 Ownership, participation, and employee attitudes 154 9 Conclusions and discussion 181 Appendix 1 196 Appendix 2 198 Notes 200 Bibliography 209 Index 225 Chapter Title ix Tables and figures Tables 5.1 The circumstances of employee ownership 84 5.2 Levels of employee ownership 85 5.3 Levels of ‘insider’ ownership 85 5.4 The reasons for employee ownership 86 5.5 Involvement of unions in ownership conversions 87 5.6 Employee ownership in the bus industry 88 5.7 Performance of bus companies becoming employee-owned in 1991 90 5.8 Performance of bus companies becoming employee-owned in 1993 91 5.9 Wage costs of bus companies becoming employee-owned in 1991 92 5.10 Wage costs of bus companies becoming employee-owned in 1993 92 7.1 Involvement of employee directors in decisions 133 7.2 Involvement of trustees in decisions 137 7.3 Information provision by management to union representatives and the workforce 140 7.4 Influence of trustees, union representatives, employee directors, and top managers in decisions 141 8.1 Proportions of employees who had received shares 161 8.2 Distribution of shares by company 162 8.3 Employee perceptions of the effects of employee ownership on the firm 163 8.4 Relationships between levels of share ownership and perceptions of the effects of employee ownership on the firm 164 8.5 Occupational differences in perceptions of the effects of employee ownership on the firm 164 8.6 Employee perceptions of the effects of employee ownership on personal attitudes and behaviour 165 x Tables and figure 8.7 Relationships between levels of share ownership and perceived changes in personal attitudes and behaviour 166 8.8 Attitudes to ownership 167 8.9 Relationships between feelings of ownership and perceptions of individual and organisational change 168 8.10 Determinants of ‘feelings of ownership’ 170 8.11 The effects of ownership and participation on feelings of integration and involvement 172 8.12 The effects of ownership and participation on propensity to quit and commitment 173 8.13 Occupational differences in perceptions of the impact of employee ownership on employee say in decisions 174 8.14 Levels of desired and actual participation 176 8.15 Correlates of actual and desired participation 178 8.16 Evaluations of increases in worker say as a result of employee ownership: comparison of those with a low and high desire for participation 179 A1.1 The relationship between feelings of ownership, co-operation, and peer pressure 197 Figures 4.1 The use of a ‘case law’ ESOP in buy-outs 62 Chapter Title xi Acknowledgements This book has been a long time in the making. I first developed an interest in employee ownership at the beginning of the 1990s. Nick Wilson, then a colleague at Bradford University, was mainly responsible for introducing me to this field. We spent an enjoyable few months travelling the length and breadth of Britain collecting information on the early ESOPs. He was mainly responsible for assembling the questionnaire used to collect data on employee attitudes (see Chapter 8). Nick’s research interests later shifted from profit sharing and share ownership to credit management, but I con- tinued to find ESOPs and employee share ownership fascinating. My main interest has been in the interface of employee share ownership, industrial democracy, and corporate governance. Hence the title and subject matter of this book. It is inevitable that many colleagues have contributed to this research. Keith Walley, and later John McDonald, provided able research assistance. Also at Bradford, Maria Gonzalez-Menendez and Andrew Robinson provided invaluable help with the research, and contributed to a broader programme of work on employee financial participation. The role of financial support cannot be underestimated. Nick Wilson’s initial investig- ations were assisted by the Centre for Economic Performance at the London School of Economics, whilst later the research was supported by the Nuffield Foundation, the Economic and Social Research Council (grant R000234936), and the Bradford University Research Fund. A very large number of people in organisations with ESOPs and employee share ownership have contributed to the project. It is invidious, of course, to name individuals but mention should be made of Dave Wheatcroft and Norman Watson of the Centre for Employee Ownership and Participation. It was at a CEOP conference in the Mainline social club in Rotherham that I first really appreciated the importance of the ideas that are the central themes of this book, namely that the interests, philosophies, and objectives of the key actors in ESOPs determine the structures and character of employee participation and governance. More recently, I must acknow- ledge the stimulating debates on employee share ownership held with xii Acknowledgements colleagues on the Inland Revenue Advisory Group on Employee Share Ownership, and in the Inland Revenue itself. Many others have contributed to the development of ideas presented in this book. Many a discussion has been held with Neil Carter on workers’ co- operatives and employee ownership. Howard Gospel has provided invaluable advice and help. As the book was being written, we started to work together on the labour effects of corporate governance systems, and this helped to broaden the disciplinary boundaries of the book to include some engagement with the Financial Economics literature on governance. I have also enjoyed working with Mike Wright on employee share ownership in newly industrialising countries and on employee attitudes to share owner- ship. Colleagues at the University of Sydney (where I spent some study leave in 1997) provided a most welcoming and stimulating atmosphere in which to start writing the book. Mention should also be made of stimulat- ing discussions with Lisa Trewhitt and Erik Poutsma. I must also thank colleagues in the Department of Management and the Human Resource Management Research Group at Manchester Metro- politan University for their forbearance and support during the final stages of writing the book. In particular, I am grateful to Sue Shaw for under- standing the demands that writing a book entails, and to