DBA Thesis (2013) Control and Coordination of Functional Subsidiaries in Japanese Corporate Groups Akira Mitsumasu Graduate School of International Corporate Strategy Hitotsubashi University 0 Table of Contents Acknowledgements 1. Introduction 1.1 Research Questions 1.2 Approach taken in this Research 1.3 Outline of this Paper 2. Corporate Groups in Japan 2.1 Definition of a corporate group in this study 2.2 A Brief Overview of Corporate Groups in Japan 3. Evolution of the Japanese Corporate System 3.1 Changes in Legal and Institutional Framework 3.2 Adaptive Change and Organizational Diversity 3.3 Resilient Community-ism 3.4 Shift in Comparative Advantage 3.5 Shift in Required Skills and Skill Formation 4. Why do Corporate Groups Exist ? 4.1 The Coasian Question Revisited – Transaction Cost and Boundary of the Firm 4.2 Property Rights Approach 4.3 Resource Based View 4.4 Organization Design Perspective – Contingency Theory Based View 5. How are Subsidiary Companies Managed ? 5.1 Delegation of Power 5.2 Complete Ownership 5.3 Vertical and Horizontal Control 5.4 Monitoring of Subsidiaries 5.5 Managing Tension between Parent and Subsidiary 5.6 Norms and Self-Enforcing Governance 5.7 Diffusion of Knowledge 1 6. Case Study: Bridging Theory and Practice 6.1 Methodology 6.2 An Overview of Five Corporate Groups and their Subsidiaries ・Hitachi Group ・Panasonic Group ・Mitsubishi Heavy Industry Group ・Nihon Yusen Group ・Japan Airlines Group 6.3 Why do Firms Establish Subsidiaries and Form Corporate Groups? 6.4 How do Corporate Groups Manage their Subsidiaries? 6.4.1 Vertical and Horizontal Coordination Systems 6.4.2 Delegation of Decision Rights to Subsidiaries 6.4.3 Managing Parent-Subsidiary Relationship 6.4.4 Norms and Self-Enforcing Mechanisms 6.5 A Summary of Academic and Practitioner’s Knowledge 7. Classification of Different Types of Subsidiaries 7.1 Types of Subsidiaries 7.2 Management Problems Related to Different Types of Subsidiaries 7.2.1 Functional Type M 7.2.2 Functional Type 1 7.2.3 Individual Type 7.2.4 Functional Type-2 7.3 Linking Theory and Practice to Types of Subsidiaries 8. Roadmap to Creating a Successful Functional Subsidiary 9. Conclusion and Areas for Future Research Appendix 1. Number of Subsidiaries Explained by Diversification Appendix 2. Reasons for Establishing Subsidiaries 2 Acknowledgements I am greatly indebted to my advisor Professor Christina Ahmadjian, without whose guidance and support over the past three years, this piece of work would not have been possible. I am also most grateful to members of the thesis committee, Professor Satoshi Akutsu, Professor Patricia Robinson, and Professor Kanyong Sun for their kind support, and to Professor Kentaro Koga for his sharp, stimulating, thought provoking and always enjoyable brown bag workshops. Many thanks too to all the brown bag participants. I also thank the companies and persons whom I have interviewed in the case studies. My heartfelt thanks go out to my fellow DBA research students, especially to Mr. Hiroyasu Otsuka who has encouraged me countless times. I am also grateful to my wife Kaoru who has been supportive all along. 3 Control and Coordination of Functional Subsidiaries in Japanese Corporate Groups Abstract This paper is an exploratory research that examines how large Japanese corporate groups manage their subsidiaries. The analysis focuses on comparing the main literatures on corporate group management with actual management practices of large corporate groups. The empirical study is based on an in-depth analysis of five Japanese Corporate Groups. The findings of the study indicate that in addition to what has been known in existing academic literatures, Japanese corporate groups have other reasons for maintaining their group boundary, such as benefits from having more transaction options, mutual dependency, ex-post parent-subsidiary lock-in, and coordinating systems that allow decentralization without damaging incentives of their subsidiaries. The findings also indicate that amongst many other factors, dependency is an important factor that affects parent and subsidiary relationship, and thus a typology that distinguishes different types of subsidiaries based on dependency could be useful as a management tool for identifying and solving parent-subsidiary issues, as well as a framework for expanding existing theories. Keywords: Japanese Corporate Groups, coordination, decentralization, subsidiary typology. 4 1. Introduction – Research Questions and Approach 1.1 Research Questions When we read in the newspapers and business magazines about large firms such as Hitachi, Panasonic, Sony and Toshiba announcing their new corporate strategies, making investments in their growth drivers, and managing their business portfolios, we are sometimes left with the impression that a large corporation is a single entity in full control of all its activities. In reality however, we know that large corporations often have multiple layers and sub-layers of divisions and departments, such that any execution of strategy requires organizational capabilities in coordinating promptly and coherently masses of activities across the corporation. In Japan, a large corporation usually consists of a parent company and numerous subsidiary companies, each being a separate legal entity, but coordinated to achieve a common corporate goal. Despite the fact that we see many large corporations, some with hundreds of subsidiaries, there does not appear to be many literatures on corporate groups. One reason as to why little attention has been paid to subsidiaries may be because they have been regarded by many academics, especially in the U.S., to be not significantly different from business divisions, and hence do not need to be dealt with separately (Ito and Shishido 2001). But if we see subsidiaries as a substantial part of what makes up a corporate group, its routines and its core competencies, then the control and coordination of subsidiaries becomes a crucial management issue. It is also an increasingly relevant issue today, as we witness 5 many corporations in Japan establishing or expanding subsidiaries, such that information asymmetries between the corporate head-office and the many layers of internal organizations and subsidiaries have become greater and much more serious (Miyajima 2011). Despite the importance of this issue, it appears that there is very little prior research on this area. As described by Ito, Kikutani and Hayashida (2008), “Either theoretical or empirical study of business group in our sense is scarce, in contrast to a large body of literature on other types of business groups.” Johnston (2005) also remarked that “the headquarter-subsidiary link still remains a black box.” The primary objective of this work therefore is to bridge academic knowledge with practitioner’s knowledge regarding the control and coordination of subsidiaries in corporate groups. In order to do so, I need to address two fundamental research questions: Question 1: Why do corporations establish subsidiaries and form corporate groups? Question 2: How do corporate groups manage their subsidiaries? These questions will be explored and discussed in this paper. At this point, I should like to state also that the scope of this research concerns mainly with the control and coordination of activities between a parent company and its subsidiaries in their execution of the corporate group’s strategy. Corporate governance issues such as the protection of parent and minority shareholders, tunnelling and squeeze out problems are not within the scope of this study. 6 1.2 Approach taken in this Research In this exploratory research, I have taken an inductive research approach. Through a series of interviews with large corporate groups that were conducted between September 2012 and January 2013, and an extensive use of archival data as well as IR and news sources that are available, I was able to make observations of real life situations and compare them with related academic knowledge. Although the academic theories and knowledge that I have chosen for the purpose of this paper, ranging from transaction cost theory to agency theory as well as other theories, are neither be exhaustive nor specific to the issue of corporate group management, they were selected because each theory relates to a certain aspect of group management, and put together they provide a helpful overview, especially from a practitioner’s perspective, over the many complex issues that concern group management. In terms of approach, I have followed Van de Ven’s engaged scholarship approach to research in using a wide array of materials and talking to as many companies as I can, even though officially the case studies are limited to five corporate groups. My objective is to bridge academic and practitioner’s knowledge by translating and diffusing research knowledge into practice, whilst at the same time complementing research knowledge with practical knowledge that practitioners know and use. In addition to information that I have gathered from case studies, I think it is relevant to briefly mention the fact that I have, in the course of my research, often referred to fellow members of the Group Management Research Group, which is a study group for practitioners 7 organised by the Business Research Institute in Tokyo. Around 40 senior managers from corporate planning and group management departments of large listed companies gather monthly in a half-day session to discuss group management issues and exchange ideas regarding solutions. Participation has helped me gain insights into real world situations as well as validate many ideas I had in the process of my research. Although I am cannot in this paper disclose corporate information obtained from the study group, I can and did use some of the information to benchmark findings from my case study. 1.3 Outline of this paper This paper is organized as follows. Chapter 2 gives a definition of corporate group in Japan, which is the unit of analysis in this study, and an overview of its condition in Japan.