Siberian Shadowlands - Part 2
Part II: Corporate Power: The New Tsar
Sarah Meyer, Index Research
Updated to 13.01.07
1. Lord John Browne
2. Lord John Browne and Tony Blair
3. Browne, Blair and The Iraq War
4. Browne, Blair and Global Warming
5. Corporate Law and Shareholders
6. Corporate Law: Time for Change
7. Appendix I: How Corporate Law Inhibits Social Responsibility
John Browne was born in Hamburg in 1948. His father was an English oilman. His mother, who recently died, was a Hungarian Auschwitz survivor. From aged 8 – 16, he lived in Iran, where his father worked for BP. He attended Kings School, Ely and Cambridge. After Cambridge, he went with BP to Prudhoe Bay, Alaska. Browne likes painting, opera, photography, pre-Columbian art, furniture and modern paintings. In times past, we had kings and princes supporting the arts. Now the industry kings support art and music. It is good that Browne is a cultured man. BP supports cultural events that would not otherwise be available1 to the public. However, this is a troublesome subject for some people.
Covent Garden 2005
Browne, a small, quiet man, is said to have sophisticated, eloquent speech and to be fastidiously dressed. A friend who knows Browne says, “he is almost self effacing; phenomenally bright with an incredible memory and a razor sharp strategic mind - but very self contained - he does not have a big charismatic personality. People I know in BP have enormous respect and admiration for him - and genuine affection. He genuinely cares about the arts.” He lives in Chelsea and has a chauffer driven Mercedes (he, reputedly, does not like driving – it’s ‘dangerous’).
Browne holds non-executive positions with Goldman Sachs and Intel.
In 2004, Browne earned £5.6m. He was also granted a further £1.5m shares. BP produced £13bn worth of free cash, of which shareholders received half. There have been complaints about “obscene profits.”2
Browne is reported as being Blair’s favourite boss. Thus British Petroleum is also known as “Blair Petroleum.” BP has membership in a number of Blair’s governmental ‘Quangos.’3
Like Blair, Browne also says "you have to listen." A different perspective presents a picture of Browne, like Blair, developing a reputation for surrounding himself with "intimidated Yes Men" during his early ‘teething’ days at BP.
MI5 and MI6 are another link between BP’s Browne and Blair4. Richard Norton Taylor wrote in the Guardian in May 2000 that John Gerson, a retired MI5 officer, had been appointed “to a top post at BP-Amoco.” Norton-Taylor wrote that Lord Mackay, the conservative Lord Chancellor, told peers that MI6 protected the ‘economic wellbeing’ of the country by keeping "a particular eye on Britain's access to key commodities, like oil or metals". He added: "The profits of Britain's myriad international business interests... and the jobs of a great many British people are dependent on the ability to plan, to invest and to trade effectively without worry or danger."
David Shayler, an ex-MI5 agent, alleges that Blair worked for MI5. John Scarlett, former Chairman of the Joint Intelligence Committee, was involved in the government’s ‘dodgy dossiers’ on Iraq and was then appointed by Blair to be the new MI6 chief.
Blair, like Bush, uses Intelligence to bolster his political case rather than inform his judgements. More
Michael Klare 5 wrote: “It has long been an article of faith among America's senior policymakers -- Democrats and Republicans alike -- that military force is an effective tool for ensuring control over foreign sources of oil." Military industrial profit is also an abuse of power whilst simultaneously distancing people from this power.6
Mark Curtis, author of Unpeople,7 also links the US/UK’s need for, and control of, global energy supplies with ‘preventative’ military strategy. He documents the long history of the British government’s interest in oil.
The UK Ambassador to Washington, Sir Christopher Meyer, writes in his book, D.C. Confidential: “seeking Saddam’s overthrow - or ‘regime change’ – became official policy under Bill Clinton as long ago as 1998.”
It is interesting that, in 2001, oil executives, including Lord John Browne, met with Vice President Cheney's energy task force, who were developing a national energy policy. Environmentalists were not invited.
Were these meetings wrapped inside the 'War on Terror?'
In November 2005, Crude Designs", (pdf document available here,) by Greg Muttitt of PLATFORM. with Global Policy Forum, Institute for Policy Studies (New Internationalism Project), New Economics Foundation and Oil Change International and War on Want was published. This is an extremely important document which discusses the historical background and future for oil in Iraq. The conclusion reached is that "under the influence of the US and the UK, powerful politicians in the Iraqi Oil Ministry are pushing to hand all of Iraq's underdeveloped fields to multinational oil companies, to be developed under production sharing agreements." The date for this plan is in 2006, following the elections. This fixed agreement would be a disaster for Iraq. They would lose revenue, and would be denied "the ability to regulate or plan its oil industry... foreign companies' operations (would be) immune from future legislation. It's time to get this out of the secret elite drawer and into public discussion", writes Mr. Muttitt.
Both BP’s Browne and PM Blair had eyes on the oil in Iraq.
“We would like to make sure, if Iraq changes its regime, that there should be a level playing-field for the selection of oil companies to go in there,” said Browne in October 2002.
BP’s Lord Browne and PM Blair are both involved with ‘black gold’ and, in John Pilger’s words, in “black propaganda”, or “lying as a strategy of government.” Bush and Blair “can be justifiably charged with duplicity on a grand scale: with deceiving the public and using the UN both as smokescreen and facilitator for a conflict that was the first option, not the last,” said Sir Christopher Meyer.8
Many of the British people, instinctively understanding US/UK deception, resisted. Prior to the war in Iraq, the Brits, 1 million + strong, were part of the largest global demonstration ever held.
BP without the PR - Dissent and Protest
The duplicity of the US/UK has resulted in 100000+ Iraqi dead 9 and a Hidden Massacre.10
Because of the Iraq war, BP pushed up profits by 42% in the second quarter of 2003. In the autumn of 2005, BP net profit was, in spite of hurricane damage, $6.53bn– a 34% quarterly profit rise. Halliburton, also working in the Siberian oil fields, reported a $499m profit for the third quarter.11 Why, then, were $billions of tax breaks given to oil corporations? Why are customers now paying more?
Meanwhile, the issue of Peak Oil is submerged. Kelpie Wilson of Truth Out writes that “conservationists are concerned with the long term sustainability of civilisation, and they promote renewable energy that won’t destroy the only planet we live on.”
National Geographic gets credit for opening the debate in its 2004 article, End of Cheap Oil. Is Main Stream Media reticent to discuss Peak Oil because it is not on the corporate agenda to reveal governmental motives for pre-emptive wars? Claire Durkin, head of the UK Department of Trade and Industry, recently said12 that the government would set up a Peak Oil enquiry, and would be ‘more open.’ Translated, this is more likely to mean that spin on Peak Oil will become more convoluted. From the government’s point of view, they are neither ‘disowning responsibility’ nor are they guilty of a ‘dereliction of duty.’ Bush/Blair/Browne ‘responsibility’ and ‘duty’ are focused on the corporate and military menu. The fault largely lies with the media’s resistance to investigate source material on the push for western dominance of global oil fields. Meanwhile, people, bewildered by price hikes, complain. But the door to understanding the relationship between Peak Oil, oil prices and preemptive war is opening.
“Time magazine finally covers Peak Oil,” writes Shepherd Bliss. More
Please read this brilliant paper, Prepare for Peak Oil, by Richard Heinberg, recently reported on AlterNet.
Lord Browne intoned the correct mantra about Global Warming in 1998.
“I committed BP to reducing our own our own emissions of greenhouse gases by at least 10 percent from a 1990 base by the year 2010. Because our business is growing rapidly, that is a reduction of more than 40 percent from the level we would have reached if we took no action at all. And it's why we've pledged this year to introduce new clean fuels in at least 40 cities around the world by the end of the year 2000.”
PM Tony Blair followed suit with strong support for the Kyoto treaty14, but has since reneged.15
The world’s top oil user and polluter is the United States. Bill Moyers wrote: “Earlier this year the White House even conducted an extraordinary secret campaign to scupper the British government's attempt to tackle global warming - and then to undermine the UN's effort to stabilize greenhouse gas emissions.” More
"If investments do not come in a timely and sufficient manner, there will be higher oil prices, and global economic growth will suffer," said the International Energy Agency (IEA) Chief Economist, Fatih Birol. The latest annual World Energy Outlook report from the IEA says that global greenhouse emissions will rise by 52% by 2030 unless the world takes action to reduce energy consumption. "These projected trends have important implications and lead to a future that is not sustainable," said IEA Executive Director Claude Mandil.
It is ironic that Britain has just hosted an energy summit while failing to meet its energy targets.
Information on the BP website about 2004 BP emissions is glowing. BP do not mention how this is to be achieved with their ambitious targets for increased fossil fuel production. The Guardian, in April 2005, reported that BP’s greenhouse emissions had, from 2003 – 2004, actually increased.
The Guardian also said that oil spills had increased by 50%. Browne retaliated: “we are absolutely on track. “
An update of BP scientific data (as distinct from PR lobby ‘infotainment’) concerning their commitments and subsequent results would be useful.
Lord Browne’s rhetoric on environmental issues is irrelevant and illegal in the BP corporate boardroom.
THE CORPORATE LAW SAYS:
“... the directors and officers of a corporation shall exercise their powers and discharge their duties with a view to the interests of the corporation and of the shareholders...."
This provision is the motive behind all corporate actions everywhere in the world. Distilled to its essence, it says that the people who run corporations have a legal duty to shareholders, and that duty is to make money. Failing this duty can leave directors and officers open to being sued by shareholders.
This outdated law came into existence in 1916, with the Dodge v. Ford case.16
The first corporation to collapse was the British South Sea Company. Corporations were then UK-banned from 1720 – 1825. In the early 20th century, corporations started being regarded as evil behomeths, amoral leviathons, Frankensteins. Checks and balances were placed upon corporations, which were removed by President Reagan and Prime Minister Thatcher. This ‘new world order’ was sanctioned by the undemocratic World Trade Organisation (b. 1993).
Corporations now have so much power that they virtually run governments. To gain trust, corporations try to soften their image with words like ‘family,’ ‘green,’ ‘protecting citizens,’ - all the good push-button values. President Bush parrots the new ethical creed in pious tones and Tony Blair again says, “trust me.”
It is not helpful that blind neo-liberals have faith in the market. The market cannot protect the environment. People spending more on environmentally friendly products will not force the market to supply more ‘friendly’ products. When a ‘friendly’ product is successful, a corporation will eat it up.
What corporate power does do extremely well is to hijack credible firms who try and maintain integrity and turn them into a corporate Public Relations Manipulation Masterpiece. Setting themselves up as ‘experts,’ and ‘scientists,’ the firms and lobbies spew forth “information.” Because of the enormous amount of money and power involved17 in this enterprise, the voices of small businesses and ecologically interested charities / protest groups are smothered.18 Main Stream Media gets sucked into the Spin, and the unknowing public accept what they are told as fact.
Corporations also highjack education in various ways. In the UK, they might ‘give’ money to a school and also simultaneously run the borough’s ‘Education Action Zone.’ Education management also embraces university research departments and laboratories, who are financed by corporations.19 Integrity and independence are sacrificed.
Corporate PR puts pretty/celebrity/macho images around their products, thus ‘branding’ them to woo the public’s money. They do this – not because they are listening to the people - but because they are responding to polls that represent ‘people,’ ie, once-removed people, ‘unpeople’, numbers on a ledger sheet. Corporations are not human; they are artificial.
The new credo, ‘social responsibility,’ is basically an empty tank - a con job. The corporation has not shifted into a different gear; it just LOOKS different. BP (now bp) has spent a vast amount of money (twice) restructuring its image. As Milton Friedman, the economist, notes: the corporation would be acting illegally if it were ‘socially responsible.’20 The corporation does as little as possible. By law, a corporation may not infringe upon the present corporate law, much as some wish it would.
It is the corporate law, not the corporate image, which needs changing. Robert Hinkley, in his “Corporate Responsibility Report (2002), gives his proposal21:
To add to Section 716 the following clause:
“Directors and officers would still have a duty to make money for shareholders, ... but not at the expense of the environment, human rights, the public safety, the communities in which the corporation operates or the dignity of its employees.”
Corporate power, meanwhile, is the Tsar on the throne.
Published in the January/February 2002 issue of Business Ethics:
Corporate Social Responsibility Report
A Corporate Attorney Proposes a 'Code for Corporate Citizenship' in State Law
by Robert Hinkley
After 23 years as a corporate securities attorney-advising large corporations on securities offerings and mergers and acquisitions-I left my position as partner at Skadden, Arps, Slate, Meagher & Flom because I was disturbed by the game. I realized that the many social ills created by corporations stem directly from corporate law. It dawned on me that the law, in its current form, actually inhibits executives and corporations from being socially responsible. So in June 2000 I quit my job and decided to devote the next phase of my life to making people aware of this problem. My goal is to build consensus to change the law so it encourages good corporate citizenship, rather than inhibiting it.
The provision in the law I am talking about is the one that says the purpose of the corporation is simply to make money for shareholders. Every jurisdiction where corporations operate has its own law of corporate governance. But remarkably, the corporate design contained in hundreds of corporate laws throughout the world is nearly identical. That design creates a governing body to manage the corporation-usually a board of directors-and dictates the duties of those directors. In short, the law creates corporate purpose. That purpose is to operate in the interests of shareholders. In Maine, where I live, this duty of directors is in Section 716 of the business corporation act, which reads:
...the directors and officers of a corporation shall exercise their powers and discharge their duties with a view to the interests of the corporation and of the shareholders....
Although the wording of this provision differs from jurisdiction to jurisdiction, its legal effect does not. This provision is the motive behind all corporate actions everywhere in the world. Distilled to its essence, it says that the people who run corporations have a legal duty to shareholders, and that duty is to make money. Failing this duty can leave directors and officers open to being sued by shareholders.
Section 716 dedicates the corporation to the pursuit of its own self-interest (and equates corporate self-interest with shareholder self-interest). No mention is made of responsibility to the public interest. Section 716 and its counterparts explain two things. First, they explain why corporations find social issues like human rights irrelevant--because they fall outside the corporation's legal mandate. Second, these provisions explain why executives behave differently than they might as individual citizens, because the law says their only obligation in business is to make money.
This design has the unfortunate side effect of largely eliminating personal responsibility. Because corporate law generally regulates corporations but not executives, it leads executives to become inattentive to justice. They demand their subordinates "make the numbers," and pay little attention to how they do so. Directors and officers know their jobs, salaries, bonuses, and stock options depend on delivering profits for shareholders.
Companies believe their duty to the public interest consists of complying with the law. Obeying the law is simply a cost. Since it interferes with making money, it must be minimized-using devices like lobbying, legal hairsplitting, and jurisdiction shopping. Directors and officers give little thought to the fact that these activities may damage the public interest.
Lower-level employees know their livelihoods depend upon satisfying superiors' demands to make money. They have no incentive to offer ideas that would advance the public interest unless they increase profits. Projects that would serve the public interest--but at a financial cost to the corporation--are considered naive. Corporate law thus casts ethical and social concerns as irrelevant, or as stumbling blocks to the corporation's fundamental mandate. That's the effect the law has inside the corporation. Outside the corporation the effect is more devastating. It is the law that leads corporations to actively disregard harm to all interests other than those of shareholders.
When toxic chemicals are spilled, forests destroyed, employees left in poverty, or communities devastated through plant shutdowns, corporations view these as unimportant side effects outside their area of concern. But when the company 's stock price dips, that's a disaster. The reason is that, in our legal framework, a low stock price leaves a company vulnerable to takeover or means the CEO's job could be at risk. In the end, the natural result is that corporate bottom line goes up, and the state of the public good goes down. This is called privatizing the gain and externalizing the cost.
This system design helps explain why the war against corporate abuse is being lost, despite decades of effort by thousands of organizations. Until now, tactics used to confront corporations have focused on where and how much companies should be allowed to damage the public interest, rather than eliminating the reason they do it. When public interest groups protest a new power plant, mercury poisoning, or a new big box store, the groups don't examine the corporations' motives. They only seek to limit where damage is created (not in our back yard) and how much damage is created (a little less, please).
But the where-and-how-much approach is reactive, not proactive. Even when corporations are defeated in particular battles, they go on the next day, in other ways and other places, to pursue their own private interests at the expense of the public.
I believe the battle against corporate abuse should be conducted in a more holistic way. We must inquire why corporations behave as they do, and look for a way to change these underlying motives. Once we have arrived at a viable systemic solution, we should then dictate the terms of engagement to corporations, not let them dictate terms to us. We must remember that corporations were invented to serve mankind. Mankind was not invented to serve corporations. Corporations in many ways have the rights of citizens, and those rights should be balanced by obligations to the public.
Many activists cast the fundamental issue as one of "corporate greed," but that's off the mark. Corporations are incapable of a human emotion like greed. They are artificial beings created by law. The real question is why corporations behave as if they are greedy. The answer is the design of corporate law.
We can change that design. We can make corporations more responsible to the public good by amending the law that says the pursuit of profit takes precedence over the public interest. I believe this can best be achieved by changing corporate law to make directors personally responsible for harms done.
Let me give you a sense of how director responsibility works in the current system. Under federal securities laws, directors are held personally liable for false and misleading statements made in prospectuses used to sell securities. If a corporate prospectus contains a material falsehood and investors suffer damage as a result, investors can sue each director personally to recover the damage. Believe me, this provision grabs the attention of company directors. They spend hours reviewing drafts of a prospectus to ensure it complies with the law. Similarly, everyone who works on the prospectus knows that directors' personal wealth is at stake, so they too take great care with accuracy.
That's an example of how corporate behaviour changes when directors are held personally responsible. Everyone in the corporation improves their game to meet the challenge. The law has what we call an in terrorem effect. Since the potential penalties are so severe, directors err on the side of caution. While this has not eliminated securities fraud, it has over the years reduced it to an infinitesimal percentage of the total capital raised. I propose that corporate law be changed in a similar manner--to make individuals responsible for seeing that the pursuit of profit does not damage the public interest.
To pave the way for such a change, we must challenge the myth that making profits and protecting the public interest are mutually exclusive goals. The same was once said about profits and product quality, before Japanese manufacturers taught us otherwise. If we force companies to respect the public interest while they make money, business people will figure out how to do both. The specific change I suggest is simple: add 26 words to corporate law and thus create what I call the "Code for Corporate Citizenship." In Maine, this would mean amending section 716 to add the following clause. Directors and officers would still have a duty to make money for shareholders, ... but not at the expense of the environment, human rights, the public safety, the communities in which the corporation operates or the dignity of its employees.
This simple amendment would effect a dramatic change in the underlying mechanism that drives corporate malfeasance. It would make individuals responsible for the damage companies cause to the public interest, and would be enforced much the same way as securities laws are now. Negligent failure to abide by the code would result in the corporation, its directors, and its officers being liable for the full amount of the damage they cause. In addition to civil liability, the attorney general would have the right to criminally prosecute intentional acts. Injunctive relief-which stops specific behaviors while the legal process proceeds-would also be available.
Compliance would be in the self-interest of both individuals and the company. No one wants to see personal assets subject to a lawsuit. Such a prospect would surely temper corporate managers' willingness to make money at the expense of the public interest. Similarly, investors tend to shy away from companies with contingent liabilities, so companies that severely or repeatedly violate the Code for Corporate Citizenship might see their stock price fall or their access to capital dry up.
Many would say such a code could never be enacted. But they're mistaken. I take heart from a 2000 Business Week/Harris Poll that asked Americans which of the following two propositions they support more strongly: Corporations should have only one purpose--to make the most profit for their shareholders--and pursuit of that goal will be best for America in the long run.
Corporations should have more than one purpose. They also owe something to their workers and the communities in which they operate, and they should sometimes sacrifice some profit for the sake of making things better for their workers and communities.
An overwhelming 95 percent of Americans chose the second proposition. Clearly, this finding tells us that our fate is not sealed. When 95 percent of the public supports a proposition, enacting that proposition into law should not be impossible.
If business people resist the notion of legal change, we can remind them that corporations exist only because laws allow them to exist. Without these laws, owners would be fully responsible for debts incurred and damages caused by their businesses. Because the public creates the law, corporations owe their existence as much to the public as they do to shareholders. They should have obligations to both. It simply makes no sense that society's most powerful citizens have no concern for the public good. It also makes no sense to endlessly chase after individual instances of corporate wrongdoing, when that wrongdoing is a natural result of the system design. Corporations abuse the public interest because the law tells them their only legal duty is to maximize profits for shareholders. Until we change the law of corporate governance, the problem of corporate abuse can never fully be solved.
 See cultural sponsorship in Russia;
 In a recent ‘call to order’ over oil prices in America, the CEO of Exxon Mobile, who boasted the biggest corporate profit in history, was at least honest about motives: “We invest to run our global operations, to develop future supply, to advance energy-producing and -saving technologies, and to meet our obligations to millions of our shareholders."
 See BP Links with Government:
 See Shayler: Tony Blair was an MI5 spy.
 See also Resource Wars: The New Landscape of Global Conflict (2002), and Blood and Oil (2004) by Michael Klare
 Brian Bogart’s History of the War Machine is an important historical review of present PNAC philosophy. A must read.
 Curtis, Mark, Unpeople, Vintage, Great Britain, 2004, pp. 68 - 79
 Guardian Unlimited Politics | Special Reports...
 The Lancet Report. Requires registration.
 Video: Fallujah, The Hidden Massacre. See also Fallujah - the hidden massacre, Photo gallery ; http://indexresearch.blogspot.com/2005/10/iraq-unseen-dead.html ;
 2005-10-24. HALLIBURTON ANNOUNCES THIRD QUARTER RESULTS (PDF file)
 Thanks to Susan Murray & Stephen Watson, UK Green Party members, for info.
 Galeano, Eduardo, Upside Down, Picador, New York, 2000, p. 191
 Prime Minister Blair's 2004 speech on climate change.
 See also The Guardian, Blair signals shift over climate change
 Bakan, J., The Corporation, Constable and Robinson Ltd., London, 2004, pp. 36 – 7.
 See, eg., BSR : Business for Social Responsibility
 For example: how big business aligns with climate change and GM, see gmwatch.org
 See BP Influencing Research and Education:
 Bakan, Ibid, p. 34.
 See APPENDIX I
26.07.06. T. Macallister, Guardian. I am going in 2008, says Browne.
14.08.06. AP, Independent. Lord Browne is ordered to testify in Texas refinery case.
30.08.06. J. Mouawad, NY Times / Corpwatch. US: U.S. Agencies Open Another Investigation Into Energy Trading at BP
09.09.06. Corpwatch. US: BP's U.S. chief faces more grilling in Congress.
19.09.06. Guardian. State withdraws approval for Shell's Sakhalin project. Gazprom rumoured to want half of BP venture. Russia tries to rein in foreign firms.
FTSE100 companies see profits double
07.01.07. Robert Watts, Sunday Telegraph. A significant proportion of the FTSE100 comprises oil and mining stocks such as BP, Royal Dutch Shell, BHP Billiton and Xstrata.
After 41 years and a fivefold rise in profits, Lord Browne makes a reluctant exit at BP
13.01.07. Bowers / Clarke, Guardian. His decision to leave the company 17 months earlier than agreed comes just four days before a BP-commissioned independent panel is due to publish a highly critical report about BP's safety record, in particular, shortcomings relating to the 2005 fire at the group's Texas City refinery which left 15 dead and 160 injured. ... During Lord Browne's 41-year tenure, 12 years at the helm, BP has seen its profits increase fivefold and its share price rise by 250%. He is to be succeeded on August 1 by his one-time protege Tony Hayward, BP's head of exploration and production. ... Tony Hayward is a BP lifer.
(Hayward) joined the company in 1982 after getting a PhD in geology at Edinburgh University, working his way up to the job of head of exploration and production in 2003. Mr Hayward was appointed to BP's main board at the same time. Mr Hayward, 49, had been strongly tipped to take the job when Lord Browne stepped down. His first job at BP was as a rig geologist offshore of Aberdeen He worked in the field in countries ranging from China to Canada and Papua New Guinea.
2007. HUGE hooha about Brown. Search on Guardian website .
Hookers, spies, cases full of dollars...how BP spent £45m to win 'Wild East' oil rights
13.05.07. B. Owen, Mail on Sunday / ICH. The company also worked with MI6 to help bring about changes in foreign governments, according to an astonishing account of life inside the oil giant.
Part III: Russian Oil: Propaganda and Protest
Sarah Meyer is a researcher living in Sussex, England.
See her blog, http://indexresearch.blogspot.com.
This work is licensed under a Creative Commons License.
Tags: Tony Blair, Russia, oil, corporations, Corporate Law, Lord John Browne, BP, Halliburton, climate change