Is Disclosure the Right Way to Comply With Stakeholders the Shell Case

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Is disclosure the right way to comply with stakeholders The Shell case

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  • Is disclosure the right way tocomply with stakeholders? TheShell case

    Esther OrtizMartinezandDavid Crowthern

    This paper is part of an ongoing research project and builds upon a previous one in which we explain the

    failure of the Agency Theory through the Shell case. In that, we analysed the behaviour of Shell

    managers, who reclassied oil reserves, playing with the share price because they owned share options.

    This previous paper established an important literature framework that is continued and organized

    to go deeper into our analysis in this paper. The goal here is to show that the way that is supposed to be

    the right tool to inform stakeholders disclosure is not enough, and even in the Shell case, no

    one would have noticed the problems with the oil reserves through the mere analysis of the company

    disclosure during the strange period (19982003). The methodology used in this paper is lexical

    analysis, which seems to be an innovative and effective approach to the analysis of Corporate

    Social Disclosure, given the un-codied nature of the latter. The conclusions obtained highlight the

    problem of lack of transparency in the contents of corporate social disclosure: some rms avoid

    communicating crucial contents, some others twist the results in order to camouage advantages to

    shareholders or managers. If it is like this for disclosing rms, what is happening in the case of non-

    disclosing rms?

    Introduction

    Corporations quite naturally present their activ-

    ities, and the ensuing results, in the best possible

    way when producing their annual reports (see

    Crowther 2002) and this applies as much to their

    social and environmental performance as it does

    to their nancial performance. This is completely

    in accordance with accepted practice, and in the

    nancial arena it is only when these norms are

    transgressed that accusations of creative account-

    ing can be heard. The situation is much less clear

    as far as social and environmental performance

    are concerned, as there are virtually no norms that

    can be transgressed. Consequently it is more

    difcult to evaluate performance, as reported,

    along these dimensions and much easier for the

    charge of window dressing to be made without

    either evidence or the possibility of refutation.

    This means that claims can be and are made

    without much evidence and it is difcult to

    distinguish actual performance from the semiotic

    created according to the already established

    prejudice of the reader.

    A growing number of writers over the last

    quarter of a century have recognised that the

    activities of an organisation impact upon the

    external environment and have suggested that

    such an organisation should therefore be accoun-

    table to a wider audience than simply its share-

    holders. Such a suggestion probably rst arose in

    the 1970s1 and a concern with a wider view of

    company performance is taken by some writers

    nRespectively, Professor in the Accounting and Finance Department

    of the University of Murcia, Spain, but currently on secondment as

    Directora General de Economa y Planicacion of the Murcia

    Regional Government; and Professor of Corporate Social Respon-

    sibility at De Monfort University, Leicester, UK.

    r 2008 The AuthorsJournal compilation r 2008 Blackwell Publishing Ltd, 9600 Garsington Road,Oxford, OX4 2DQ, UK and 350 Main St, Malden, MA 02148, USA 13

    Business Ethics: A European ReviewVolume 17 Number 1 January 2008

  • who evince concern with the social performance

    of a business, as a member of society at large. This

    concern was stated by Ackerman (1975) who

    argued that big business was recognising the need

    to adapt to a new social climate of community

    accountability, but that the orientation of busi-

    ness to nancial results was inhibiting social

    responsiveness. McDonald & Puxty (1979), on

    the other hand, maintain that companies are no

    longer the instruments of shareholders alone but

    exist within society and so therefore have respon-

    sibilities to that society, and that there is therefore

    a shift towards the greater accountability of

    companies to all participants. Implicit in this

    concern with the effects of the actions of an

    organisation on its external environment is the

    recognition that it is not just the owners of the

    organisation who have a concern with the

    activities of that organisation. Additionally there

    are a wide variety of other stakeholders who

    justiably have a concern with those activities and

    are affected by those activities. Those other

    stakeholders have not just an interest in the

    activities of the rm but also a degree of inuence

    over the shaping of those activities. This inuence

    is so signicant that it can be argued that the

    power and inuence of these stakeholders is such

    that it amounts to quasi-ownership of the

    organisation. Indeed, Gray et al. (1987) challenge

    the traditional role of accounting in reporting

    results and consider that, rather than an owner-

    ship approach to accountability, a stakeholder

    approach, recognising the wide stakeholder com-

    munity, is needed.2 Moreover, Rubenstein (1992)

    goes further and argues that there is a need for a

    new social contract between a business and its

    stakeholders.

    This paper is intended to be a further part of an

    ongoing research project into corporate reporting

    and builds upon a previous one in which we

    explain the failure of Agency Theory through the

    Shell case (Crowther & Ortiz Martinez 2006). This

    is because Agency Theory explains other kinds of

    remuneration, such as share options, arguing that

    this will align the interests of the managers of a

    corporation with those of its owners. We analyse

    the behaviour of Shell managers, who reclassied

    oil reserves, playing with the share prices because

    they owned share options. This is why we argue

    that the simplest model of Agency Theory is

    defunct, and we have to assume the addition of

    more principals and more agents, which makes a

    more complex model. Going deeper into our

    analysis in this paper, we want to show that the

    way that is supposed to be the right tool to inform

    stakeholders disclosure is not enough and even

    in the case of Shell, no one would have noticed the

    problems with the oil reserves through the mere

    analysis of the company disclosure during this

    strange period, when reserves were misreported

    and subsequently reclassied.

    The main hypothesis in this paper is that there

    is no important change from 1998 to 2003

    in Shells disclosure, although during this period

    there were hidden oil reserves and the trend

    was to reward managers and directors with

    shares and options. To prove it we have struc-

    tured this paper as follows: in the rst part

    the theoretical frameworks that have been used

    as the basis of this paper are described, followed

    by the methodology and the sample analysed.

    The application to the sample of this background

    and the methodology has driven us to the data

    ndings, which have allowed us to draw some

    important conclusions and implications that are

    developed in the last part of this paper.

    Theoretical frameworks

    There are three main streams of theoretical

    framework on which this paper is based. The rst

    one stems from the previous paper we have

    referred to.3 Our argument there was that Agency

    Theory suggests that the management of an

    organisation is undertaken on behalf of the

    owners of that organisation, in other words the

    shareholders. Consequently, the management of

    value created by the organisation is only pertinent

    insofar as that value accrues to the shareholders

    of the rm. Implicit within this view of the

    management of the rm, as espoused by Rappa-

    port (1986) and Stewart (1991) among many

    others, is that society at large, and consequently

    all other stakeholders in the organisation, will also

    benet as a result of managing the performance of

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  • the organisation in this manner. From this

    perspective, therefore, the concerns are focused

    upon how to manage performance for the share-

    holders and how to report upon that performance

    (Myners 1998).

    Secondly, the background of many similar

    studies has focused on the particular aspect of

    disclosure to stakeholders. Disclosure is consid-

    ered to be the tool that companies use to highlight

    their achievements in the social arena, or to try

    to prove that they cope with all the goals of

    the company, not only that of providing an

    ever increasing dividend stream as prot

    continues to increase. The majority of these

    studies examine the way that the characteristics

    of disclosure are sometimes shaped depending

    on the kind of report and on factors such as

    country, industry or size. The previous research

    on disclosure has dealt with such things as

    the measurement method, the choice of the

    statistical tool, the type of voluntary disclosure,

    or some kind of bias among others, because the

    concept of disclosure is not homogeneous and

    includes all the information primarily issued

    outside the nancial statements and not explicitly

    required by any generally accepted accounting

    principle (GAAP) or rule. Despite all these

    handicaps two different effects have been

    identied in the literature: size effect and

    exchange effect (Atiase 1987). The empirical

    results indicate that size is positively associated

    with disclosure. Agency Theory shows that a

    company has to satisfy the needs of creditors

    and investors and so may provide more detail in

    its disclosure in order to avoid information

    asymmetries (Jensen & Meckling 1976). As far

    as political costs are concerned, then, bigger

    companies will be more in the public eye, which

    will tend to make them exhibit greater disclosure

    than other, smaller rms (Giner 1995). To operate

    in some industries requires even more disclosure

    because their activities are of keen current

    interest, such as environmentally unfriendly

    activities, highly risky new technology industries,

    and so on. Nevertheless much of the previous

    work on disclosure has been concerned with

    demonstrating that this is less than adequate

    because it is incomplete. We would argue that

    disclosure is always less than complete and that

    this kind of argument is spurious: it is always

    possible to develop disclosure or to present

    information from a slightly different perspective.

    Our argument here is instead concerned with

    intention regarding the disclosure that is made.

    If we consider the company Shell the vehicle

    of exploration for this research then we see that

    the company complies with all the features

    of a company which increases disclosure because

    of its size, due to all the previously demonstrated

    arguments, and the kind of activities undertaken

    by the company. As far as listing status is

    concerned then the a priori hypothesis suggests

    that those companies which are listed disclose

    more information because of the extra disclosures

    contained in the listing requirements; those

    companies which are multi-listed will disclose

    more information than those listed on one

    exchange; and those which have foreign investors

    (which list on a foreign stock exchange) will have

    to satisfy their information needs with more

    disclosure (Cooke 1989, Depoers 2000, Street &

    Bryant 2000). Shell is a multi-listed company, and

    internationally listed, and therefore issues infor-

    mation to comply with the informative needs of

    many different possible investors.

    Specically, in the area of corporate social

    disclosure there have been numerous studies

    which use as their main source the examination

    of the annual report (e.g. Singh & Ahuja 1983,

    Andrew et al. 1989, Lynn 1992, Savage 1994,

    Gray et al. 1995a, b, Kreuze et al. 1996, Nafez &

    Naser 2000). All the main previous studies use

    content analysis or disclosure indices to measure

    the extent of disclosure or to discover if there is a

    relationship between disclosure and other vari-

    ables. In this paper, the analysis performed on the

    disclosure is lexical analysis, because we consider

    that this is the best way to reach the main goals

    proposed in the paper. For this reason, the third

    theoretical framework is related to the methodol-

    ogy, to lexical analysis.

    The use of lexical analysis has been broad but

    we have no knowledge of its use in the eld of

    Corporate Disclosure and hence in the eld of

    Corporate Social Disclosure. The theoretical

    background is wide; the most extensive studies

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  • employing Lexico as the tool to do the analysis

    are the ones written by Becue (1988) and Salem

    (1984, 1987, 1993).

    Methodology

    Lexical analysis

    In order to try to analyse the extent of Shells

    disclosure we have to use some kind of statistical

    methodology which allows us to compare such

    disclosure over a period of time, and to obtain the

    main characteristics of a corpus from year to year.

    The tool that complies with all these requirements

    is the Lexico software, and specically the Lexico3

    program (http://www.cavi.univparis3.fr). The Lex-

    ico series is unique in that it allows the user to

    maintain control over the entire lexicometric

    process, from initial segmentation to the publica-

    tion of nal results. The units that are then counted

    automatically originate entirely from the list of

    delimiters provided by the user, with no need for

    outside dictionary resources. Beyond the identi-

    cation of graphical forms, the software allows for

    the study of the distribution of more complex units

    composed of form sequences: repeated segments,

    pairs of forms in relation of co-occurrence, among

    others, which are generally less ambiguous in terms

    of content than the graphical forms that make

    them up. This methodology seems to be an

    innovative and effective approach to the analysis

    of Corporate Social Disclosure, given the un-

    codied nature of the latter, because it allows us to

    analyse the disclosure from a statistical point of

    view, mixing statistical and lexical analysis (Muller

    1977). Nowadays, the important development of

    the computer has made textual statistical analysis

    one of the most important research elds of

    modern statistics (Lebart et al. 2000).

    Analysed disclosure: the sample

    The rst step necessary to use Lexico3 is to

    have a text; in our case, the detailed study of

    the disclosure should show if there was any

    important change during the period of hidden

    reserves and share rewards to managers, or even,

    if the disclosure follows the same trend without

    giving any evidence of anything. Thus we have

    used for our analysis of disclosure the text which

    was issued by Shell in its Form 20-F. The

    commonly used Shell name includes The Royal

    Dutch/Shell Group of companies. This is an

    important global player listed on the New York

    Stock Exchange (NYSE), among others, and

    as such is one of the biggest multinationals

    around the world. In order to choose the

    disclosure to study, we decided to obtain the

    Form 20-F issued by the company, because it is

    the Annual Report required by the United States

    Securities and Exchange Commission for foreign

    private issuers.

    Bearing in mind that the main hypothesis to

    prove is that there is no important change from

    1998 to 2003 in the nature of Shells disclosure,

    although during this period there were hidden oil

    reserves and the trend was to reward managers

    and directors with shares and options, we down-

    loaded Shell Forms 20-F from 1998 to 2003. To

    study this form is to study the most international

    disclosure issued by the company, and at the same

    time to study disclosure that complies with the

    legal requirements of arguably the most developed

    capital market in the world. So, whatever impor-

    tant information is issued by the company must be

    included in this kind of Annual Report. But this

    Form 20-F includes not only disclosure, but also

    the company nancial statements.4 For this reason

    we removed from the six Forms 20-F the nancial

    statements and took only all the other disclosure.

    This information was pasted into six Word les,

    one for each analysed year, in order to include all

    of them in a .txt le correlatively organised

    according to the year. This .txt le, with all the

    disclosure included in the Shell Form 20-F from

    1998 to 2003, is the corpus on which we based our

    study; it allows us to study the whole text and then

    to separate it depending on the year to prove the

    main hypothesis which supports that, from 1998 to

    2003, there was no signicant change in the nature

    of Shells disclosure.

    Data findings

    Firstly, Lexico3 shows the principal characteris-

    tics of the analysed text, in this case disclosure

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  • issued in Form 20-F. These main features are

    shown in Table 1, in which it can be seen that

    28,349 words have been analysed and that from

    1998 to 2003 there was an increase in the

    amount of information disclosed (by 40%), as

    counted by the number of words included.

    Perhaps it can be interpreted that Shell made a

    bigger effort from year to year in giving more

    information in order to comply with the

    transparency principle or at least to give this

    appearance.

    One of the more important tools provided for

    statistical analysis of texts is the analysis of

    characteristic elements, because it allows an

    evaluation of the frequency of each of the textual

    units in each part of the corpus. The characteristic

    element index is calculated for all the words with a

    frequency of more than 10, with a probability

    threshold set at 5%. The characteristic element

    diagnostic contains two indications:

    (a) the sign (1 or ) indicating an over- or under-

    use in the selected part in comparison to the

    whole corpus.

    (b) the quantity, which indicates the degree of

    signicance of the different use, so a bigger

    absolute number indicates that the word is

    more over- or under-used in one part of the

    corpus than in others.

    In Table 2 are included the characteristic elements

    of each part of the corpus, which means that we

    can see the evolution in the over- or under-use of

    important words.

    In determining the contents of Table 2, we have

    selected words that might be expected to appear

    with some frequency and which are pertinent to

    our research. Thus it is important to highlight that

    there are important words that have clearly to do

    with our main hypothesis examples being such

    words as reserves and shares.

    Here we can see that the use of the word

    reserves is signicant in that it is under-used in a

    really important way from 1998 to 2001, having

    the biggest absolute characteristic element index

    obtained in these years. The trend changes

    radically in 2002 and 2003, when the word

    reserves is over-used compared with other

    words. In 2003 the over-use of the word reserves

    in the disclosure is double that of the second most

    over-used word (the word restatement).

    The evolution of the use of the word shares is

    similar, although not as marked as the changes in

    the word reserves. The change from under-use to

    over-use matters two years earlier than in the case

    of the word reserves. During 1998 and 1999 Shell

    under-used the word shares and then in the 2000

    and 2001 over-used it, changing the trend. In the

    last analysed years of hidden reserves, 2002 and

    2003, there is not an under- or over-use of the

    word, which is signicant.

    The importance of the words reserves and

    shares is a clear result but some other words

    included in Table 2 can be important for our

    analysis, although out of context, the study of its

    characteristic element index is not relevant, so it is

    necessary to use the display of the concordance.

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Table 1: Principal characteristics of the analysed disclosure

    Words Hapax (Word that

    only appears once

    in the text)

    Frequency of the word

    with the maximum

    frequency

    Word with the

    maximum frequency

    1998 4057 1754 1593 The

    1999 4105 1734 1840 The

    2000 4596 1905 2308 The

    2001 4572 1884 2458 The

    2002 5387 2088 3648 The

    2003 5632 2217 4245 The

    Corpus 28,349 1483 16,092 The

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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  • The concordance tool allows the visualisation a

    chosen word in context. The last step in this

    analysis will be to analyse all the words with a

    signicant evolution in the characteristic element

    index in their context, to discover whether or not

    they are related to the disclosure about hidden oil

    reserves and the trend to reward managers and

    directors with shares and options (an example of

    the concordances of the word acquisitions in the

    1999 disclosure is included in Table 3).

    The evolution of the use of the word acquisi-

    tions is related to the fact that the company

    had hidden oil reserves, because in the last years

    of the analysed period, 2002 and 2003, the

    disclosure tries to explain that there have been

    enough acquisitions and discoveries of oil to

    ensure a strong competitive position for Shell.

    The trend of the word additional is parallel to

    the one of acquisitions, because sometimes the

    company uses both words together during 2002

    and 2003 to point out the effort made to increase

    reserves.

    The word additional is also strongly used with

    the word information; in order to identify the

    trend of this we use the tool of repeated segments,

    which are dened as a series of consecutive forms

    found several times in the text. Hence, the

    expression additional information has increased

    from not being used in 1998 and 1999, to being

    used four times in 2000, ve times in 2001, 12

    times in 2002 and 11 times in 2003 being used in

    the latter years arguably to disguise the lack of

    important information with the profusion of

    disclosure. This is also in line with the character-

    istic element indices of the words disclosure and

    information, which change from negative values

    at the beginning of the period to be over-used in

    2002 and 2003.

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Table 2: Characteristic elements of the analysed disclosure

    Word 1998 1999 2000 2001 2002 2003

    Acquisitions 3 3 15 13Additional 3 3 3 12 14Adjusted 12 13 13 5 5Amendment 12 11 13 13 120 114Disclosure 2 2 14 14Estimates 3 3 3 14 13Future 2 3 3 4 14 15Global 4 4 3 13 14Information 4 4 3 3 15 15Option 12 12 3Prices 4 4 5 16 16Profit 4 3 2 14 13Proved 6 4 6 6 18 110Reserves 13 13 16 15 119 127Restatement 8 8 11 11 111 115Shares 7 9 15 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Table 3: Concordance of the word acquisitions in 1999 disclosure

    1% (147% excluding 1999 divestments and acquisitions). Additions through revisions and discoveries

    2% before and 56% after divestments and acquisitions, the 3-year rolling average replacement

    Fourth quarter of 1999 as well as other acquisitions and capacity additions made during the year

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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  • The characteristic element indices of the words

    adjusted and amendment are not relevant to

    the main hypothesis of this paper; the rst one is

    mainly used for giving details of adjusted earnings

    and the second one to explain amendments

    included in the 20-F Form.

    The word estimates analysed in context results

    in it being shown to be used sometimes together

    with the word reserves (the repeated segments

    indicate that the frequency of use was once in

    1998 and 1999, twice in 2000, three times in

    2001, and four times in 2002 and 2003). Hence,

    the disclosure can give only a very approximate

    idea of the amount of reserves presented by

    the company, which can be importantly con-

    trasted with the more important over-use of the

    word proved strongly linked to the word

    reserves (the characteristic element index of

    estimates is 14 and 13 in 2002 and 2003,

    smaller than the 18 and 110 indexes of the word

    proved; the repeated segments show a large

    change: the use of proved reserves is six times

    in 1998, 13 times in 1999, 10 times in years

    2000 and 2001, 90 times in 2002 and 115 times in

    2003).

    The word reserves, when analysed in

    its context with the tool of the concordances,

    is also strongly linked to restatement;

    the repeated segments show that reserves restate-

    ment is not used from 1998 to 2001, but it is

    used 65 times in 2002 and 85 times in 2003

    (Table 4).

    The trend of the characteristic element indices

    of the words future and global is also similar.

    It tends to change to a future vision in 2002

    and 2003, highlighting, through an over-use of

    this phrase, that Shell operates on a global

    basis.

    The analysis of the words option and prices

    must be done together, because the concordances

    of prices show that it is mainly used to refer to

    the oil, crude and gas prices. The company over-

    uses the word to note the high prices of its main

    resource. While for the case of the option prices

    the analysis of the repeated segments shows that

    its use is not so important (it is only used ve

    times in 1998, three times in 1999, six times in

    2000, three times in 2001 and in 2002, and four

    times in 2003), which shows no trend or important

    change.

    Being transparent

    Transparency, as a principle, means that the

    external impact of the actions of the organisation

    can be ascertained from that organisations

    reporting (Crowther & Jatana 2005) and pertinent

    facts are not disguised within that reporting. Thus

    all the effects of the actions of the organisation,

    including external impacts, should be apparent to

    all stakeholders from using the information

    provided by the organisations reporting mechan-

    isms. Transparency is of particular importance to

    external stakeholders, as these users generally lack

    the background details and knowledge available

    to internal users of such information (Tapscott &

    Ticoll 2003). Transparency therefore can be seen

    to be a part of the process of recognition of

    responsibility on the part of the organisation for

    the external effects of its actions and equally part

    of the process of transferring power to external

    stakeholders. Often, however, there is strong

    resistance by corporate managers, often argued

    on the grounds that more transparency would

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Table 4: Number of times of use of the repeated segments in the analysed disclosure

    Repeated segment (no. times used) 1998 1999 2000 2001 2002 2003

    Additional information 0 0 4 5 12 11

    Estimated reserves 1 1 2 3 4 4

    Proved reserves 6 13 10 10 90 115

    Reserves restatement 0 0 0 0 65 85

    Option prices 5 3 6 3 3 4

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Business Ethics: A European ReviewVolume 17 Number 1 January 2008

    r 2008 The AuthorsJournal compilation r 2008 Blackwell Publishing Ltd. 19

  • erode their competitive advantage (Aras &

    Crowther 2007).

    The analysis we have undertaken shows the

    changes in some signicant words used in the

    disclosed information for Shell. It is equally

    important of course to consider the words which

    are not used or the signicance of their absence.

    Thus, for example, the analysis in Table 2 shows

    that the word reserves is used extensively in the

    later years when there is a continual re-evaluation

    of proven reserves, or a gradual disclosing of the

    truth already known to Shell directors. We would

    argue, however, that its under-use in the earlier

    years is equally signicant, the purpose of this

    being to imply that there is nothing to disclose

    and that everything is ne with the reserves5 in

    other words that it is a completely uncontroversial

    and therefore insignicant aspect of Shells

    activity. Transparency therefore is partly about

    what is said and partly about what is not said.

    Thus we argue that the language present or absent

    is employed in an Orwellian (1970) sense of being

    used as a device for corrupting thought, by being

    used as an instrument to prevent thought about

    the various alternative realities of the organisa-

    tions activity.

    The most important conclusion from this deep

    analysis of Shells controversial period is that

    stakeholders are at the very end of the process,

    and that the previous steps of the process include

    to obtain more rewards and to increase prot

    the traditional goal of the companies to maximise

    prot is still in the mind of the managers and even

    in the mind of shareholders. And the new ways

    to give an accounting to the stakeholders, such as

    through increased disclosure, and especially vo-

    luntarily disclosure, are not enough to comply

    with the wider goals that a company is supposed

    to have.

    Conclusions

    It is apparent for Shell, in line with general

    experience, that the actual trend is to increase the

    extent of disclosure, but it is questionable whether

    it is for improving the information given to

    stakeholders or to hide the important questions

    in the totality of disclosure. After the deep lexical

    analysis of Shells disclosure during this critical

    period, the results show that only sometimes is

    there some slight evidence of the truth about the

    hidden reserves and the managers remuneration

    through stock options. Based upon this, we argue

    that disclosure is not used in a proper way.

    Signicantly, we claim that it is not really very

    probable that such analysis can be done by any

    one of the stakeholders, even if they recognise the

    need from the information provided and not

    provided in the disclosure. Inevitably, when the

    truth becomes known, this affects the level of trust

    which stakeholders place in both the management

    of the company and the efcacy of the corporate

    social disclosure which does take place. Equally

    inevitably, this lack of trust affects other compa-

    nies also.

    The implications and conclusions obtained

    highlight the problem of the lack of content in

    corporate social disclosure: some rms avoid the

    communication of crucial content, some others

    twist the results in order to camouage advan-

    tages to shareholders or managers. If it is like this

    for disclosing rms, what is happening in the case

    of non-disclosing rms? This last question may

    give us an idea of the important gap that there

    may be between corporate reality and the image

    that is produced through disclosure.

    Notes

    1. Although philosophers such as Robert Owen were

    expounding those views more than a century earlier.

    2. The benets of incorporating stakeholders into a

    model of performance measurement and account-

    ability have, however, been extensively criticised.

    See, for example, Freedman & Reed (1983), Stern-

    berg (1997, 1998) and Hutton (1997) for details of

    this ongoing discourse.

    3. This paper is entitled No principals, no principles

    and nothing in reserve: Shell and the failure of

    Agency Theory and is currently under review by an

    international refereed journal.

    4. As we have previously explained, the concept of

    disclosure is non-homogeneous and includes all the

    information primarily issued outside the nancial

    Business Ethics: A European ReviewVolume 17 Number 1 January 2008

    20r 2008 The Authors

    Journal compilation r 2008 Blackwell Publishing Ltd.

  • statements and not explicitly required by any GAAP

    or rule.

    5. See our earlier paper Crowther & Ortiz-Martinez

    (2006) for full details of the reserves and their re-

    evaluation.

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