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Merging Ideals or A Clash of Cultures?

Transnational Private Governance Organisations and Mergers: An Assessment

of the Merger Between Utz and Rainforest Alliance

Master thesis Political Science: International Relations

Research Project: Corporate Responsibility and Authority in Global Governance

June 29, 2018

Allard Moerenhout – 10365273 Supervisor: Luc Fransen Second Reader: Philip Schleifer

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Table of Contents

1. Introduction ... 4

2. Theoretical Framework ... 6

2.1 Transnational Private Governance and Certification Programs ... 6

2.2 The Credible Commitment Problem ... 7

2.3 Meta-governance and ISEAL ... 9

3. Methodological Approach ... 12

3.1 Case Selection ... 12

3.2 Sample, Unit of Analysis and Observations... 13

3.3 Data and Method ... 14

3.4 Operationalization ... 15

3.5 Validity and Reliability ... 16

4. Characteristics of Utz and Rainforest Alliance... 18

4.1 Origins ... 19

4.1.1 Fairtrade ... 19

4.1.2 Rainforest Alliance ... 20

4.1.3 Utz ... 20

4.2 Business Model ... 23

4.2.1 Utz’s Certification Focus ... 23

4.2.2 Rainforest Alliance’s U.S. Business Model ... 24

4.2.3 Fairtrade’s Minimum Price ... 25

4.3 Board of Directors ... 26

4.4 Process Towards Convergence ... 27

4.4.1 Common Vocabulary ... 28

4.4.2 Shared Certification Platforms ... 29

4.4.3 Codes of Good Practice... 29

4.5 Conclusion ... 30

5. Understanding Competition and Fragmentation ... 32

5.1 Proliferation of Certification Programs ... 33

5.2 Criticism of Certification ... 33

5.2.1. Impact Measurement ... 34

5.3 Inefficiency and Competition ... 35

5.3.1. Qualifier, Differentiator or Create a New Standard ... 35

5.3.2 Audit Side ... 37 5.4 Meta-governance ... 38 5.4.1 ISEAL ... 38 5.5 Conclusion ... 39 6. Factor Interrelationship... 42 6.1 Individual Factors... 42

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6.2 Financial Circumstances ... 43

6.2.1 Cultural Complexities and Personalities ... 44

6.2.2 Financial Sustainability ... 45

6.3 Less Interrelated Factors ... 46

6.4 Conclusion ... 46

7. Limitations and Implications for Further Research ... 48

8. Conclusion and Discussion ... 50

9. Acknowledgement ... 53

10. References ... 54

11. Appendix ... 58

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1. Introduction

Two former competitors in the field of certification programs, Utz and Rainforest Alliance, have announced their decision to merge. From January 2018 onwards, they continued as one organisation under the name ‘Rainforest Alliance’ to combine their work in addressing environmental and social issues around the world. Their aim is to simplify certification for farmers and help companies build sustainable supply chains more efficiently by creating a single global certification standard (ISEAL). Certification standards are a form of voluntary, self-regulatory, shared governance and private arrangements that have increased in number in recent decades due to a fundamental reconstitution of international politics. Formerly, states were at the centre of the ‘public’, but now a shift can be witnessed that has changed the world polity. States are becoming more and more embedded in a transnational system concerned with the production of global public goods (Ruggie 2004: 499). This shift has implications for the way worldwide regulation works; national and international regulation has become

weaker and, in some areas, even absent. Private organisations have begun to bridge the policy gap in national and international regulations by establishing voluntary, self-regulatory, private arrangements (Bernstein & Cashore 2007: 347).

Especially in the field of global supply chains there has been a rise in private organisations that recognize, track and label goods produced by environmentally and socially responsible businesses (2007: 348). The number of these transnational private governance organisations (TPGOs) has risen faster than the number of intergovernmental environmental agreements (Fransen et al. 2016: 45). Companies can decide to comply with social and environmental standards on a voluntary basis. This drives different governance organisations to compete for business participation in their programs (Fransen 2011: 359). After joining, companies might have to make investments in infrastructure or technology to comply with the program’s requirements (Prakash & Potoski 2007: 773). These costs make companies carefully consider which specific programs they are willing to join.

Competition between and fragmentation caused by the emergence of TPGOs lead to multiple policy and problem interactive effects (Fransen et al. 2016: 46). These interactive effects can lead to rising costs and difficulties for the implementation of TPGO policy, and TPGOs may ultimately become less effective at addressing sustainability issues as a result. From the moment a private governor comes into existence, it becomes an agent with interests in its

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future (Auld 2007: 5). The increased competition between TPGOs can lead to strategic mergers and acquisitions. Even though mergers and acquisitions in the corporate for-profit sector occur on a frequent basis, this is certainly not the case in the non-profit sector. Merging private governance organisations is very unlikely due to these organisations’ own

characteristics, programs and communities. Now that the two leading certification organisations have decided to merge, the reasons behind this remarkable merger must be studied and explored. This thesis aims to contribute to our understanding of TPGOs and mergers, and consequently the following research question has been formulated:

‘What are the reasons for TPGOs to merge?’

Examining the reasons behind the merger demands broad research into both Utz and Rainforest Alliance but also includes the consideration of external factors such as the International Social and Environmental Accreditation and Labelling Alliance (ISEAL), participating companies and socio-economic circumstances. The International Social and Environmental Accreditation and Labelling Alliance is the umbrella organisation of voluntary standard systems, which both Utz and Rainforest Alliance have joined. The involvement of multiple actors shows how sustainable private governance organisations differ from other organisations and how they are embedded in a transnational system. The shared ambition to contribute in a positive way to the global supply chain drives Utz and Rainforest Alliance in their actions, and in this case the decision to merge. However, there are many other

organisations that share the same ideals but that do not choose merge. This study provides insight into the reasons for a merger between private governance organisations by specifically looking at the characteristics of Utz and Rainforest Alliance.

This thesis has been divided into three parts. The first part consists of chapter two and three that provide the theoretical framework and the methodological approach. The theoretical framework elaborates various concepts that are important for our understanding of private governance organisations and certification programs. The methodological approach is discussed in the third chapter. It concentrates on the choices made regarding the research design and what the consequences of this design are for the validity and reliability of this research. The second part consists of chapter four, five and six presenting the empirical findings. The third part with chapter seven and eight present the limitations of the study and the conclusion of the findings.

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2. Theoretical Framework

2.1 Transnational Private Governance and Certification Programs

This section presents a general concept of TPGOs by describing their characteristics and functions in relation to the state and ‘classic’ non-governmental, non-profit organisations. Following the reconstitution of international politics described in the introduction, non-state actors have become more important in addressing transnational problems. Certification programs are one of the various forms of private governance that have been established. Many scholars have focussed on certification programs due to their distinctiveness from other forms of private governance and their emergence in a wide range of policy areas (Auld 2014; Pattberg 2004; Bartley 2007; Bernstein & Cashore 2007).

Private governance can be understood as an institutionalized cooperation between private actors focussing on the creation of voluntary norms and rules (Pattberg 2005: 589).

Organisations agree on cooperative arrangements that lead to a form of authority without the involvement of a central government. The impact of private governance organisations has changed from being an intervening variable in the international system to establishing rules without the need for public authority (2005: 590). The emergence of ‘governance without government’ (Rosenau & Czempiel 1992) has mainly proliferated in the sustainable supply

chain, and the analytical dimensions of TPGOs show how private governance has expanded its

scope. The procedural dimension of this type of governance emphasises the actors’ activities, the structural dimension is concerned with the architecture of norms and rules and the

functional dimension focusses on the outcome of the private arrangements (Pattberg 2005: 592). Private governance organisations are not only concerned with the establishment of norms – they are also heavily involved with the implementation and monitoring of them.

In order to be able to use the concept of private governance organisations correctly in this thesis it is necessary to mark the conceptual boundaries between TPGOs and ‘classic’ NGOs. Private governance organisations in the global production chain set environmental standards with which companies can comply on a voluntary basis (Fransen 2016: 45). Following Dingwerth’s conceptualization of rules, these standards can be defined as ‘relatively specific

commands for behaviour whose normative authority warrants the expectation of at least a minimum level of compliance’ (Dingwerth 2007: 7). The standards created by private

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governance organisations act as behavioural prescriptions that are intended to apply across national borders (Dingwerth & Pattberg 2009: 711). It is this capacity to establish a regulatory framework that makes private governance organisations different from public forms of

governance and NGOs that include the implementation of international norms through specific organisations and international negotiations (Pattberg 2004: 54).

The policy gap in the transnational system has led to a wide range of different forms of private governance. Certification programs are one form of private governance in which companies take responsibility for their actions. Auld (2007) demonstrates how the characteristics of certification programs set them apart from other forms of private

governance, such as codes of conduct and management standards. Logos and labels are the first feature of certification programs and are used for end consumers to ensure a responsible production process. The use of logos and labels forces the inclusion of some form of

monitoring or inspection as part of the program, which often begins as an internal process but over time becomes an independent, third-party verification process (Auld 2007: 4).

Governance structures are necessary to oversee the operations of third parties and certification programs, which also include membership rules, setting standards and finding the right

auditors. The establishment of standards to regulate impacts on production processes and traceability of products is another feature of certification programs (Ibid.).

As explained, certification programs differ from other forms of private governance, and the same is true for the organisations that establish certification programs. In addition, in recent years many private governance organisations have proliferated that differ from one another. Utz and Rainforest Alliance have been competitors for many years but ultimately have decided to merge. The fact that they have reached a compromise in a field with many other organisations calls for a deeper understanding of the organisations’ characteristics. To this end, the following sub-research question has been developed:

‘What are the organisational characteristics of Utz and Rainforest Alliance?’

2.2 The Credible Commitment Problem

Certification programs are designed for actors that are willing to improve their responsible and sustainable modes of production beyond what is required by government regulations (Prakash & Potoski 2007: 773). Private governance organisations not only need to attract

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companies to participate in their program but they also must ensure that participants comply with the program obligations (Ibid.). Literature demonstrates how private governance organisations create certain rule structures to reduce the possibility of these two central collective action problems from occurring. This shows how companies play an important role within certification programs, which is emphasised in the credible commitment problem (2007: 783).

As described above, certification programs are a set of norms and rules that companies can choose to comply with. The institutionalized form of the certification program makes it more difficult for companies to change the rules regarding their own production process compared to individual action. This increases the credibility of the commitment to a certification program and consequently enhances a company’s environmental reputation (Potoski & Prakash 2007: 783). Participants in these programs are expected to incur specific private costs to produce a public good and they are willing to meet these costs in exchange for benefits that are excluded from non-participants (Potoski & Prakash 2005: 236). These exclusive

advantages, e.g. reputational benefits, create incentives for actors to join certification programs (Ibid.).

Compliance with program obligations requires additional costs and investments that

subsequently make it costlier for participants to exit the program. The credible commitment problem faced by potential participants is the possibility that the organisation will tighten its standards (Potoski & Prakash 2007: 784). Companies do not want to face more stringent standards after they have joined a program and made the required investments. As the exit option has become costlier, private governance organisations need to reassure (potential) members that they will not raise program standards in the future (Ibid.).

Prakash and Potoski identify three approaches for private governance organisations to address the credible commitment problem. They can assure important stakeholders, such as

participating companies and NGOs, a form of political voice in future changes. ‘Rules for making new rules’ increase the credibility that a program’s requirements will not be changed spontaneously. As a second credible commitment mechanism, the implementation of super-majority voting rules for future program changes could help increase participant confidence (2007: 784). The third approach to address the credible commitment problem is to link the requirements of the program to an external certification standard of how the program is

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managed (2007: 785). Prakash and Potoski highlight ISEAL’s role as the international organisation for standard setting that aims to monitor and develop a program’s standards (Ibid.).

Private governance organisations have to take into account several important factors to make their programs as efficient as possible. Participating actors must comply with the program’s requirements and they are willing to meet the costs of investment in order to do so. Logically, participants prefer to stay with the same program after joining, meaning any changes in the program would not be received as favourable. Considering Utz and Rainforest Alliance’s ambition to develop a new certification program and the resulting changes participants will face, how did Utz and Rainforest Alliance consult the participating companies? In light of this the following sub-question has been formulated:

‘What impact on the merger do companies that participate in the certification program

have?’

2.3 Meta-governance and ISEAL

Private governance organisations have emerged in recent decades to address positive externalities associated with an increase in competition in the sustainable certification field. As Fransen (2011) argues, the increased number of TPGOs in many different sectors and industries has led to an environment in which the organisations have competitive relationships with each other. The horizontal interactions among competing governance organisations cause a host of problems that can be addressed through meta-governance (Fransen 2015: 294). Existing studies have studied meta-governance in the field of sustainable certification

programs and in particular the role of ISEAL. This section examines the concept of meta-governance by demonstrating how it is linked with and created by private meta-governance organisations.

Meta-governance are initiatives to address the challenges that have emerged from the interactions between TPGOs in, for instance, the field of sustainable certification standards. Meta-governance can either create frameworks and rules within which forms of private governance pursue their interests or can strategically coordinate different modes of

governance (Derkx & Glasbergen 2014: 42). Especially in the field of sustainable certification standards there are various private governance organisations that aim to regulate the same

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social and environmental standards (Fransen 2015: 294). Derkx and Glasbergen (2014) highlight the positive effects of the uncoordinated existence of competing programs, as competition can spur innovation and create a wide range of choices for the consumer. However, it may become problematic if this competitive environment affects efficiency (2014: 41). In this case, efficient governance suffers as a result of interactions on different levels, and meta-governance can address this coordination problem by steering these interactions and possibly even harmonizing them (Fransen 2015: 294).

The phenomenon of competition does not only occur between private governance

organisations but more and more in the field of meta-governance. This has caused Fransen to question why private, non-governmental forms of meta-governance are competing when they were established to address coordination problems among private governance organisations (2015: 294). Loconto and Fouilleux aimed to gain a better understanding of competition between meta-governance agencies by focussing on ISEAL, which is not only an ‘example’ of the emerging sustainability field, but also an important political actor (2014: 168). The International Social and Environmental Accreditation and Labelling Alliance began in 1999 as ‘an Agreement in Principle which led to them meeting regularly to learn about each other’s programs and to find ways to collaborate’ (2014: 170). At that time, ISEAL was more a platform for collaboration to address overlap between organizations in the sector than a formal organisation with strategic objectives (Ibid.). The authors refer to ISEAL as an institutional entrepreneur that is conscious of the position it has attained by which it is affected in its activities (2014: 168).

Literature on sustainable certification has described ISEAL as a central meta-governor in transnational private sustainability governance (Fransen 2015: 301). It takes on the role of diminishing the problems inherent to competition such as confusion, contradictions and rising costs. The competition between TPGOs may create a regulatory ‘race to the bottom’ if

organisations adjust their standards downwards with the purpose of attracting many participants (2015: 295). The International Social and Environmental Accreditation and Labelling Alliance’s concern is countering these developments and proving to companies and consumers that they can fulfil sustainability promises (2013: 172). It does so by increasing the interactions between organisations, promoting the benefits of sharing information and by developing a mutual awareness of various organisations’ positions and interest in the same issues (Loconto & Fouilleux 2013: 168). The alliance hopes to make societal actors more

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conscious about the differentiation between credible standard initiatives and ‘non-credible’ ones (Ibid.).

It is evident that meta-governance has increased its influence as a means for creating frameworks or coordinating different forms of governance. The International Social and Environmental Accreditation and Labelling Alliance has become a central meta-governor in the field in which Utz and Rainforest Alliance operate. The two former competitors must have taken into account ISEAL’s opinion or, as literature on the subject has revealed, experienced some form of help through its effort to improve the dialogue, information sharing and awareness of many TPGOs’ mutual positions. In order to understand the reasons behind the merger, it is important to take into account how ISEAL could have affected the organisations involved. Therefore, the following sub-questions has been formulated:

‘To what extent did ISEAL contribute to the successful negotiations of the merger between Utz and Rainforest Alliance?’

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3. Methodological Approach

The best theoretical approach for a particular research project depends to a great extent on the inductive or deductive considerations of exploring the research topic. A deductive approach is more appropriate if the research aims to test an explanation for a phenomenon. In the

deductive approach, the researcher uses existing knowledge and relevant theoretical ideas to deduct a hypothesis before the theory is subjected to empirical analysis (Bryman 2015: 21). However, a researcher might want to observe the phenomenon first in order to formulate theories afterwards. As part of this approach, theory follows the outcome of the research, which provides the researcher with generalizable inferences based on observations (2015: 23). This thesis aims to obtain insights into a phenomenon that has not occurred before in the sector and perhaps will not occur very often in the future. As explained above, merging private governance organisations that are the size of Utz and RA is a rare phenomenon. This could mean that an inductive approach would fit this study best, as theory would follow from the outcome of the research to explain the observations. This approach allows the researcher to keep all possible explanations for the phenomenon under consideration. However, literature is available that provides important insights into other mergers, which is helpful. This

literature was used to derive relevant theoretical ideas from which the sub-research questions were deducted. Thus, even though the aim of this study is to uncover the reasons behind the merger, existing ideas and knowledge were used to steer the research. As such, a combination of an inductive and deductive approach improves the ability of this thesis to answer the main research question.

3.1 Case Selection

An important part of qualitative research is the selection of case studies and is fundamental for the validity of the research. Despite this, it seems that the question of sampling has often been underestimated since it does not receive the same attention in methodological

discussions as issues of data collection (e.g. techniques applied in interviews) or those of data analysis (Curtis et al. 2000: 1002). The selection of samples is of great importance since the samples are small and must be studied intensively. Each sample should generate a large quantity of information about the phenomena studied (2000: 1003). The causal mechanisms of the case must be examined with an in-depth approach instead of one concerning breadth (Gerring 2007: 71). A single case study gives the researcher the possibility to examine the complexity of the phenomenon at hand. Complexity in the case of the Utz and Rainforest

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Alliance merger can be identified in their impact on the issue area and the rigid characteristics of private governance organisations that make it difficult for these organisations to merge. Private governance organisations have proliferated in the field of certification programs and the competition between them has led to negative implications (Fransen 2011). Studying the merger between two former competitors who are the leading sustainable certification

organisations provides interesting insights for not only this issue area but for private governance in other industries as well.

An extreme case study selects a phenomenon that contains an extreme value for an

independent or dependent variable of interest (Gerring 2008: 653). It often corresponds with other phenomena that can be considered prototypical or paradigmatic (Ibid.). The merger between Utz and Rainforest Alliance is used as an extreme case study to obtain insights into causal mechanisms in order to explain the reasons behind the organisations’ merger. As the dependent variable explains the independent variable, here the extreme value is the

observation of the merger that requires explanation. The extreme case method is exploratory and used to probe possible causes, but it is problematic in terms of generalization (2008: 654). It is difficult to generalize the findings of this research to a broader range of cases, however, it does contribute to the underdeveloped body of literature on the merging of private governance organisations.

3.2 Sample, Unit of Analysis and Observations

Specifying the population of the research is often ambiguous but can have undesirable effects when done insufficiently. If the population of the primary inference remains somewhat

unclear, so does the hypothesis. Gerring emphasises that caution is necessary when specifying the population for study; one does not wish to include too large a population, but neither does one wish to involve too small of one (2007: 80). Because the units of analysis in this research are NGOs that act as TPGOs, the population that this thesis draws conclusions about includes NGOs, and more specifically NGOs that are the size of Utz and Rainforest Alliance.

The sample in this research includes Utz and Rainforest Alliance. They are a small sample from among many other organisations, but the specific characteristics of these two TPGOs provide legitimate reasons for selecting them for this research. As stated by Curtis et al., the sample should be likely to generate rich information about the type of phenomena that need to

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be studied (2000: 1003). Based on the sample, the units of analysis are NGOs in the agricultural sector that act as TPGOs.

Transnational private governance can be seen as both an alternative and a complement to public regulation and has evolved in the last two decades (Auld et al. 2014: 109). The main characteristic of transnational private governance is the absence of the state as an actor directly involved in the setting of standards. In such situations, it is private actors, in this case Utz and Rainforest Alliance, that set the rules (2014: 110). Their private standard initiatives are transnational since their functioning is not confined to the boundaries of a single state’s territory. This means that such standards can affect supply chains that operate across global borders (Ibid.).

3.3 Data and Method

A combination of primary and secondary sources of data were used to analyse the case study. Triangulation was used to make the research more robust (Gliner 1994). Triangulation is a technique for diversifying source types, methods and sources. Miles and Huberman

distinguish five forms of triangulation: data source, method, researcher, theory and data type (1994: 267). In this research, policy documents have been studied to allow the researcher to become an expert in the field of transnational private organisations and how they interact with one another. Qualitative content analysis of these documents was necessary to answer the sub-questions that focus on the theoretical part of this thesis. However, this leaves room for complementary information taken from interviews with representatives from both Utz and Rainforest Alliance, two experts in the field of transnational private governance, a

representative from a company that participates in each of the TPGOs’ certification program and a representative from an objective actor that was involved in the sector, for instance ISEAL or Sustainable Agriculture Network (SAN). The International Social and

Environmental Accreditation and Labelling Alliance is the umbrella organisation of the voluntary standard systems and collaboration is a key focus area for them, while SAN is a network of NGOs focussed on helping farmers, workers and companies and supporting them in their sustainability agendas (Sustainable Agriculture Network).

The interviews were conducted in a semi-structured way. A semi-structured interview is a verbal exchange in which the interviewer tries to elicit information from the interviewee by asking questions (Longhurst 2003: 143). By using predetermined questions, the interviewer

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can steer the conversation in a specific direction in a conversational manner, however, this form of interviewing still ensures flexibility in the way issues are addressed by the informant (Dunn 2005: 80). The interviewee has the ability to give the information he or she finds interesting, to which the researcher can react with process-focussed questions. In some cases, interviewees present a particular position and interest regarding the issue at stake. To ensure that the respondents felt comfortable with the quotations selected for this research and the outcomes of these exchanges, the results of the interviews were presented to them.

Process tracing was used for analysing the findings from the secondary data. Process tracing is a useful method for identifying causal mechanisms using within-case empirical analysis of how a causal process unfolds in an actual case. Process tracing can contribute to describing political and social phenomena or to evaluating the causal dynamics that produced the outcome of a particular historical case (Collier 2011: 823). Process tracing is often used to analyse a specific decision-making process in order to understand how and why outcomes occurred. It addresses the possibility that there might be multiple pathways leading to the same outcome, otherwise known as equifinality (Bennett & Checkel 2014).

3.4 Operationalization

In order to be able to examine the reasons that private governance organisations merge, it is important to delineate the conceptual and empirical boundaries of the concepts and variables under consideration. Although Utz and Rainforest Alliance are private governance

organisations, this concept has been used often in a variety of situations and for different purposes (Fransen 2011; Cashore 2002; Auld 2007). Each author can utilise the concept of private governance for the situation that he or she is focussing on. The possibility of

misinterpretation urges defining how this concept is used in this study. The merger between Utz and Rainforest Alliance is the dependent variable because the aim of this study is to determine the reasons for this merger, i.e. to explain this variable. Here, it is important to define the entities of Utz and RA and how they are used in this research.

Above, the theoretical framework section described Utz and RA as private governance organisations in the field of certification programs. This brings two important features into focus, namely that private governance organisations have specific characteristics and that the certification programs of Utz and RA set them apart from other similar organisations. In the context of this study, Pattberg’s definition of private governance is used, which defines

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private governance as the ability to establish a regulatory framework of voluntary norms and rules without the involvement of a central government (2005: 589). In the case of Utz and RA, certification programs are the regulatory framework. These involve the four features explained by Auld: logos and labels, monitoring and inspection, membership rules and regulation of production processes (2007: 4). As such, the definition of private governance provided by Pattberg with the certification program features explained by Auld form the conceptual basis of this study for examining the motivations behind the merger.

The research question was formulated to determine the reasons that drive private governance organisations to merge. Utz and RA were operationalized as private governance organisations that use certification programs as a regulatory framework of voluntary norms and rules without the involvement of a central government. Besides the concept of private governance, the research question also includes the aspect of mergers. Mergers occur in all industries and while they are often linked to corporations in the for-profit sector, in essence they are no different when they occur in the non-profit sector. In this study, a merger is defined as the intention of two organisations to merge on equal terms rather than just collaborating (Rainforest Alliance).

3.5 Validity and Reliability

The choice of a qualitative approach in this study can be justified by its ability to explore the case, the Utz/RA merger, in a context-specific setting (Golafshani 2003: 600). Whereas quantitative studies seek to find determinants, prediction and place great focus on the generalizability of findings, a qualitative study values the illumination and understanding of that situation more highly (Ibid.). As the approach to this study is qualitative, it affects the degree of validity and reliability of the findings. The choice of using a single extreme case study means that internal validity is given preference over external validity; the causal mechanism of the case has to be examined with the aim of going more in-depth rather than considering breadth (Gerring 2007: 71). It is unlikely that the findings of this study will correspond to other cases since the phenomenon considered, i.e. a merger between two TPGOs, is rare. The aim of this study is to explore the reasons behind this particular merger and as such the degree of generalizability will be low.

The rise in attention placed on qualitative research has led to an increased demand for more sophisticated procedures for this type of research (Meijer et al. 2002: 145). In this study,

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process tracing is used as a method to increase internal validity. This is achieved by

generating and analysing data on causal mechanisms and processes (Bennett & George 1997: 5). Since this research consists of a single extreme case study, the combination of an inductive and deductive approach was chosen to provide the study with the best possible insights into and explanations of the phenomenon.

Interviews are an important tool for gathering data in qualitative studies and the specific form of the interview affects the degree of validity and reliability. A researcher can conduct

interviews of various types such as structured, semi-structured and open interviews. In terms of interview types, structured interviews provide the highest level of reliability as it is easy to replicate the same study to obtain the same results using this method. However, the negative component of structured interviews is that the interviewee has little space for his or her own interpretations, which ultimately makes the study less valid. In comparison, open interviews have the highest degree of validity but are less reliable, as obtaining the same results from replication is more difficult. The compromise represented by semi-structured interviews is used in this study. The predetermined questions steer the conversation towards the

sub-research questions formulated in the theoretical framework but give the respondent the ability to provide his or her own interpretations and remarks.

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4. Characteristics of Utz and Rainforest Alliance

The main focus of this chapter is to outline the characteristics of Utz and Rainforest Alliance. This is achieved by including an overview of the characteristics of another important

organisation – Fairtrade. Fairtrade is the oldest organisation within the field of sustainable standards and products with likely the highest level of name recognition. As such, including Fairtrade in this chapter helps immensely to uncover the common ground and the differences between Utz and RA. The field of sustainable certification includes many organisations that focus on the same type of private governance but only Utz and RA have chosen to merge. A closer look at their specific characteristics helps illuminate why these particular organisations made this decision. This chapter aims to answer the following sub-research question as part of the core research question:

‘What are the organisational characteristics of Utz and Rainforest Alliance?’

The theoretical framework has illustrated how private governance organisations can differ from each other. Various forms of private governance have emerged in a wide range of policy areas and they have the capacity to determine a regulatory framework (see: Auld 2014; Pattberg 2004; Bartley 2007; Bernstein & Cashore 2007). It is important to make the distinction between various forms of private governance. Both Utz and Rainforest Alliance belong to the category of sustainable certification programs. This category is used as a boundary for examining the organisational characteristics of both organisations within the sustainable agriculture sector. By considering these characteristics, it is expected that either common ground for the merging of the organisations or decisive factors driving the merger will be identified. Even though Utz and RA were founded based on different ideas and ideals, they have grown towards each other over time, which was a good (and probably necessary) breeding ground for the merger (Interview Wyss Bisang, 2018).

This chapter is structured as follows: first it outlines the origins and historical background of Utz, RA and Fairtrade. Second, the business model is discussed, which is strongly related to the origins of the organisations. The third part of this chapter focusses on the role of the individuals who led the merger negotiations. In the fourth section, a closer examination of the process of convergence is presented. The chapter ends with a conclusion on how the findings relate to the overall research question.

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4.1 Origins

The last two decades have been characterized by the expansion of multiple competing

standards to make modes of production more sustainable. For example, in the coffee industry, the first phase of initiatives towards more fairly traded products can be found as early as the 1950s and continuing through the 1970s. This transition began with Alternative Trade

Organisations such as the Fair Trade Organisatie in the Netherlands, which began to consider the conditions of ‘disadvantaged’ producers (Giovanucci & Koek 2003: 38). Even though at this time the market share of the fair trade produced coffee was almost negligible, the beginnings of the fair trade movement were planted, and these developed further as more multinationals became linked to the fate of farmers responsible for producing their goods as well as the living conditions of these individuals (Kolk 2013: 324).

An important event for the coffee sector occurred in 1989 when the International Coffee Organisation’s failed to reach a new agreement on quota to control the production of coffee beans. This agreement had stabilized coffee prices for years and its collapse meant a rise in supply and competition between producers, which consequently led to a strong decline in global prices (Simons 2017; Raynolds et al. 2007: 150). The volatility of prices and market vulnerability for producers has driven the emergence of four organisations setting the main standards for sustainable production: Fairtrade, Organic, Rainforest Alliance and Utz. Each of these organisations had its own background determining its primary interests, objectives and point of entry that shaped its standards and procedures (Raynolds et al. 2007: 151; Kolk 2013: 325). A closer look at the origins of the organisations helps clarify how they operate and what they aim to include in their standards for certification.

4.1.1 Fairtrade

As previously stated, Fairtrade is the oldest and probably the most renowned of the four organisations listed above. Fairtrade has been a prominent actor since the early 1960s, with a strong focus on producers and their livelihoods. By collaborating with the Max Havelaar Foundation in the late 1980s, Fairtrade increased its certification practices with a remained focus on the small-scale producers. Fairtrade is concerned with the livelihoods of producers, which resulted in a minimum guaranteed price for farmers. Compared to the other three organisations, Fairtrade is the only one that established this price normatively instead of using a market-driven approach. As a result, even though global prices for coffee remain low, companies still have to pay farmers the established minimum price (Interview Fransen, 2018).

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After the rapid increase of fair trade labelling initiatives, the Fairtrade Labelling

Organisations International was formed in 1997 as an umbrella organisation to coordinate these activities (Auld 2010: 219).

4.1.2 Rainforest Alliance

Rainforest Alliance was founded in 1987 out of an initiative to respond to the crisis of rainforest destruction. At the time, 20-ha of rainforest were destroyed every 50 minutes and two dozen species became distinct every day (Rainforest Alliance). Rainforest Alliance’s main focus was to put an end to this problem and its first years were marked by its effort to fight unsustainable forestry and provide economic incentives for businesses that participate in responsible forestry. A few years after the milestone of certifying its first forest in Indonesia, Rainforest Alliance officially expanded its scope to include agriculture with the first

Rainforest Alliance Certified Farms in 1992. The Sustainable Agriculture Certification was built on three pillars of sustainability: environmental protection, social equity and economic viability (Rainforest Alliance; Sustainable Agriculture Certification). A focus on forests has always been at the centre of RA’s mission and philosophy, and as a conservation organisation it wanted to put its label on products. As Wyss Bisang, former Standards and Program

Director at Utz, stated:

‘They [RA]started from that forest protection environmental angle and saw the market mechanism as a good mechanism to scale up their work’.

4.1.3 Utz

The Utz initiative was founded in 1997 when the Dutch coffee roaster and CEO of Ahold Coffee Company in the Netherlands, Ward de Grootte, decided to buy sustainably produced coffee at the same time that a Belgian-Guatemalan coffee farmer was looking to raise

awareness about the sustainability of his farm. A few years later, Utz Kapeh was launched as the Guatemalan farmer and Ahold Coffee Company decided to work together. This resulted in a very strong connection between Utz and Ahold. In fact, other coffee companies saw it as an ‘Ahold-program’ and as such, something to stay away from (Interview Miltenburg, 2018). Utz Kapeh became an independent foundation with its own program in 2003 and needed to attract business partners other than Ahold. As Miltenburg explains:

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‘It was the phase of becoming an independent foundation and as such, they were malleable. RA was a more fixed and dogmatic program; Utz was searching for partners other than

Ahold’.

The Utz program was a supply chain initiative that aimed to include all aspects of production, not only the economically oriented ones, with the goal of making production more

sustainable. From there, more stakeholders with a high affinity for sustainability were attracted to the program and it grew as a result of good management towards environmental and social practices (Interview Wyss Bisang, 2018). In comparison, Rainforest Alliance began with good environmental practices through a strong forest protection angle. They then

expanded this scope by strengthening their farm management and social practices (Ibid.). The two organisations emerged from different points of origin, which resulted in divergent

underlying principles. Table 1 shows the differences and similarities between these organisations revealed during the interviews.

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P R O D U C TS N ic he produ c ts , Coffe e *, t ea *, c a c a o* , c ons e rva ti on produc ts , touri sm Coffe e *, t ea *, c a c a o* , ha z e lnu ts B O A R D O F D IR EC TO R S / G O V ER N A N C E S TR U C TU R E F e de ra ti on of m a ny orga ni z at ions , c om p le x de c is ion -m a ki ng proc e ss W ork, W is dom , W e a lt h. M a ny boa rd m e m b e rs 11 boa rd m e m b e rs , di ffe re nt ba c kgrounds B U S IN E S S MOD EL G ua ra nt e e d m ini m u m pri c e + fi xe d pr e m iu m . N orm a ti ve i ns te a d of m a rk e t dr ive n . P roj e c ts , c e rt if ic at ion + gr a nt fundi ng. T ypi ca l U .S . m ode l. F le xi bl e pre m ium F le xi bl e pre m ium , inc om e from pa rt ne rs ’ se rv ic e fe e MAI N O B JEC TI V E F oc us on sm a ll sc a le produc e rs , li ve li hoods + pove rt y, F ixe d gua ra nt ee d pri c e F oc us on c ons e rva ti on tropi c al for e st s, im prove soc ia l/ e nvi ronm e nt a l c ondi ti ons Im prove tra ns pa re nc y , tra c ea bi li ty . L o c a l e nvi ronm e n ta l, soc ia l, e c onom ic im pa ct B A C K G R O U N D Im provi ng si tua ti on di sa dva nt a g e d produc e rs , ha ndc ra ft e d produ c ts , soc ia l m ove m e nt F ore st prot ec ti on , e nvi ronm e n ta l c ons e rva ti on S uppl y c ha in in it ia ti v e , M ore re spons ibl e produc ti on , A hol d ini ti at ive w it h G ua te m al a n s uppl ie r S TA R T C O F F EE C ER TI F IC A TI ON 1987 1995 1997 O R G A N IZA T I ON FA IRT R A D E R A INF O R E S T A L L IAN C E U T Z

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4.2 Business Model

Because NGOs do not aim to make a profit their business models differ from those of corporations. The interviews revealed that the business models of Utz and RA were

significantly different from the beginning of each organisation. Every organisation, whether it is for profit or not for profit, needs to attract or generate funds in order to achieve their

objectives and a business model describes how an organisation aims to do this. As such, the business model is of great importance and reflects the identity of the organisation. The business models of Utz and RA vary significantly and can be considered to be reflective of the ideas upon which the organisations were founded. In addition to describing these models here, Fairtrade’s business model is also included to highlight the distinction between the two case study organisations.

4.2.1 Utz’s Certification Focus

The Utz program had been set up with direct contact and support being one of the main

priorities. An important example is Utz’s Member Support Team, solely focusing on customer relationship management. According to Wyss Bisang, this can be explained by Utz’s business model. In Utz’s model, a coffee roaster such as Douwe Egberts has to pay a fee to be able to use the certificate, and until only a few years ago Utz’s business model fully relied on these partner fees. Therefore, customer service and a positive attitude towards fee payers were vital (Interview Wyss Bisang, 2018). The Utz chairman and initiator of the merger, Ton van der Laan, elaborated on this in more detail and explained how Utz also partially relied on funding from sponsors. At the time, the only service Utz provided was certification, even though it did not certify itself. Companies that wanted to use its services for certifying cacao, coffee or tea had to pay a fee. Partner fees provided Utz with the necessary funding to do its work,

including determining its standards for certification and how to monitor compliance with these standards. The process of certification is overseen by the certification body, after which Utz makes certain the certified products are offered on the market (Interview Van der Laan, 2018).

The most important concern revealed in interviews was the intention and capability of Utz to be as self-supporting an organisation as possible. This is consistent with the activity seen in the early years of the organisation when it separated from the ‘Ahold program’ and became an independent foundation looking to attract more partners. Utz succeeded in this goal and Van der Laan explained in the interview that Utz was comparable with a successful company in

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the way it was run and with its secure cash flow. The certification product slowly but surely reached the limits of its capabilities but not of its growth (Interview Van der Laan, 2018). Stefanie Miltenburg, a member of the supervisory board of Utz and a former employee of a coffee roaster, summarized Utz’s business model and mission from a business perspective:

‘Utz generated its own income and was responsible for its own fate. It occasionally received funding or some extra income but the principle was self-supporting’.

As such, Utz became an organisation generating a significant amount of revenue each year. This resulted in an exceptionally healthy financial balance but as its certification product reached the limits of its growth, Utz was not able to take full advantage of its financial potential. Expanding the scope and scale of the organisation was therefore considered an important motivation for initiating a dialogue with RA (Interview Van der Laan, 2018).

4.2.2 Rainforest Alliance’s U.S. Business Model

In contrast to the Utz model, the business model of RA was much more oriented towards government grants and funding and focused on building relationships with these types of stakeholders (Interview Wyss Bisang, 2018). As a conservation organisation with a focus on protecting forests, Rainforest Alliance tried to attract projects that addressed environmental issues. Even though this remained its priority, at some point Rainforest Alliance started to collaborate with certification organisations and put their label on certain products. For

instance, RA is one of the founders of the Forest Stewardship Council, which was established to certify wood from tropical forests as sustainably sourced. At the time, there were no

appropriate certification schemes for products such as bananas, coffee and tea, or services like tourism. Rainforest Alliance decided to begin certifying a wide range of products themselves while keeping their focus on conservation, which differs from the supply chain orientation of the Utz model (Interview Van der Laan, 2018).

Rainforest Alliance has to pay for its projects in order to attract and manage them. For instance, if a project focussing on the conservation of the Guatemalan forest becomes available, RA takes the steps it can in order to attract the project. Projects are RA’s most important practice and they heavily relied on these, which made them financially vulnerable. Income from certification was on a much smaller scale than for Utz, and in addition RA was generally opposed to the risks associated with not securing the projects it wanted (Ibid.).

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Rainforest Alliance’s business model can be considered a logical consequence of its

foundation, i.e. a response to the crisis of forest destruction through a conservation angle. The organisation’s idealism remained visible in the RA business model, which relied significantly on funding from grants.

Nigel Sizer, former CEO and now Chief Program Officer at Rainforest Alliance, explains that RA’s certification is approximately the same scale as Utz’s but the main difference in the business models was in the amount of grant funding. Funding from grants represents part of the business model that is very American in style; external actors support the organisation’s mission and provide the funding it needs. As Sizer described:

‘We [RA] raise about 20-25 million dollars a year in grant funding; a very typical U.S. non-profit business model of raising grants from foundations and wealthy individuals. Utz has a

little of that but not very much’.

With the exception of the significant amount of grant funding that more or less remained stable, RA was experiencing a decline in other revenue streams. A deficit showed that RA was spending more money than it was taking in, but the organisation was confident that this would be resolved at the time of the merger negotiations began. Nonetheless, no audited materials were available at the time of the merger discussion, which was a serious concern for some Utz board members. The merger required several meetings and discussions to build trust and demonstrate RA’s understanding of the seriousness of the situation (Interview Sizer, 2018).

4.2.3 Fairtrade’s Minimum Price

As Fairtrade was established in the 1960s it earned first-mover advantage in the certification sector and ultimately worldwide recognition. As a result, there is an impression that Fairtrade is the natural owner of the entire certification program ecosystem (Interview Fransen, 2018). Fairtrade’s business model is based on a grounding principle that separates them from all other private governance organisations – a guaranteed minimum price for producers. This is consistent with the founding idea of Fairtrade, which is improving the livelihoods of

producers. Fairtrade is the only organisation that does not set prices according to the market but rather uses a normative approach (Interview Fransen, 2018).

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Besides the minimum guaranteed price for producers, Fairtrade is also unique because of its fixed premium. Companies must pay a premium to small coffee farmers or to the corporations that represent a number of farmers. This premium is non-negotiable and is used to improve the social, environmental and economic circumstances of producers. The idea behind the guaranteed minimum price and fixed premium is that these mechanisms help realize a market-determined quality, i.e. a higher price for a better product (Kolk 2013: 328-329). These mechanisms also make the Fairtrade certification program extremely expensive for

companies; if global coffee prices are low, companies still have to pay the minimum price and even if prices are at a normal level they have to pay a high premium (Interview Miltenburg, 2018).

A study conducted by Kolk demonstrated how average prices differ for coffee roasters participating in either the Fairtrade or the Utz program. Fairtrade requires coffee roasters to commit to pre-financing local producers to help them amass working capital and improve their access to capital (2013: 329). Producers are not guaranteed that they will be able sell all their coffee according to the Fairtrade terms. They only sell a small portion as Fairtrade and the rest is sold in normal market conditions (Slob 2006: 32). This requirement results in a price for coffee roasters which is, on average, more than eight times higher than for those participating in the Utz program, where only an administrative fee is required (Kolk 2013: 329).

4.3 Board of Directors

Mergers are initiated and led by the individuals who run organisations. Wyss Bisang

emphasised the importance of the individuals in leadership positions, stating that they played a vital role in being open and transparent with one another in order to make the start of the negotiations a reality. Sizer, RA’s CEO at the time, took his position in 2016 and almost immediately had the task of reorganising the organisation. Sizer and De Groot, who was then the CEO at Utz, agreed to a dinner just to talk about the possibilities for closer collaboration. Sizer emphasised how important it was that they got on very well while evaluating the various options and the range of possibilities for a merger. Their intentions became clear when the two CEO’s recognized that a full merger of the two organisations would be the most exciting option to pursue (Interview Sizer, 2018).

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As competing organisations, Utz and RA were familiar with each other and were already partners in the living wage coalition promoting increased wages for farm workers. According to Wyss Bisang, this was a precondition for and one of the reasons that the negotiations were successful. The chemistry between the two men’s personalities was indispensable and even though this did not mean there would not be difficulties, it raised the prospects to merge (Interview Sizer, 2018). Wyss Bisang states:

‘In these talks, the personalities who are in the lead can make or break it’.

Besides the chemistry between the Utz and RA CEOs, the governance structure and decision-making processes of the organisations also contributed to successful negotiations. According to Sizer, both the organisations had also considered a potential partnership with Fairtrade. Also competitors, Fairtrade and RA were perhaps most compatible with regard to their programs but the way Fairtrade was governed made a merger too complex. Fairtrade is a federation of multiple organisations, which makes it almost impossible start the talks and explore the option of a close partnership. Utz and RA had a relatively straightforward

decision-making process compared to that which would have been necessary in a merger with Fairtrade (Interview Sizer, 2018).

4.4 Process Towards Convergence

The existence of multiple standards has driven organisations to compete with each other in order to attract participants for their programs. As the previous section has shown, many organisations differ regarding the ideas they were founded on. This eventually determines, to a fairly high degree, the construction of the business model and which objectives the

organisation aims to pursue. In the case of RA, the focus was on environmental and

conservational problems, while Utz placed their emphasis on the improvement of the supply chain and traceability. As previously mentioned, Fairtrade is unique for its guaranteed minimum price for producers resulting from its goal to improve livelihoods.

However, parallel to the process of differentiation and emphasising their unique identity, a process of convergence can also be found. The concept of meta-standardization is used to describe the conflict between differentiation and convergence. In their study, Reinecke et al. explain how meta-standardization regulates competition within this field by making standards more responsive to adopting shared objectives. If convergence between standard setters on

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core criteria and principles occurs, meta-standardization determines what is considered legitimate and what can be classified as a solution to the problem of ‘unsustainability’ (2012: 806). Wyss Bisang’s statements reflect that the Utz and RA standards were exposed to the ongoing process of adding and removing elements:

‘While we were trying to differentiate, of course, we also included more and more [of] what the other [party] was doing right’

4.4.1 Common Vocabulary

The interviews reveal findings that are consistent with Reinecke’s conceptual work on meta-standardization in which the distinction was made between the emergence of a common vocabulary, shared certification platforms and codes of good practice (2012: 802). Fransen uses the living wage discussion as an example to demonstrate how a certain topic can become popular in a short period of time, and how this influences the standards of organisations.

Governments and societal organisations began to incorporate thediscussion of farm workers’

wages after which ISEAL felt the need to advocate for this topic. These social pressures affected standard setters and motivated them to address this issue in the formation of standard criteria. Eventually, Utz and RA became partners in the living wage coalition, promoting an increase in farmer’s wages and the need to think about the definition of a living wage (Interview Sizer, 2018; Interview Fransen, 2018).

It is not only social pressures that affect standard setters, learning effects may also force them to adopt some parts of other standards (Reinecke et al. 2012: 802). An Utz-approved

certification body explained the essence and limits of certification systems. The certification body visits the producer or corporation and determines whether sufficient criteria are met. If so, it certifies the products. The ‘tick the box’ mentality led to significant criticism about the effectiveness of certification, and questions regarding the certification strategy were raised by Utz board members. Certification alone would not improve the supply chain in a way that would have the desired impact on local farmers in an environmentally, sustainable and economic way. Advocacy work was needed in addition to the standards to improve the involvement of local governments, unions and buyers and to set clear rules with strict compliance (Interview Van der Laan, 2018).

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4.4.2 Shared Certification Platforms

In 2011, Utz, SAN/RA and Fairtrade published a joint statement to emphasise their shared goal of transforming agriculture and their belief that certification by credible systems would assist in achieving this goal (SAN, 2011). This statement was a response to the discussion that the existence of multiple sustainability initiatives within the field of sustainable certification would result in undesired side effects, such as confusion, rising costs and inefficiency (Ibid.). According to the representative of a certification body, the multiplicity of standards is mostly noticeable later in the supply chain and not as salient in the early points of the supply chain that include the farmers and producers. Nonetheless, a company working with different products and an equal number of standards might be affected by confusion or inefficiencies (Interview Respondent #4, 2018).

In the joint statement, the three organisations emphasised the positive side of competition by shedding light on the ‘unique focus’ and ‘complementary aspects’ of the different standards. The organisations argued that producers and buyers are given a wide range of alternatives, which allows them to choose the system that fits them best (SAN, 2011). The intention to work together more closely and reduce the level of complexity became concrete when the organisations began to recognize each other’s audit processes as legitimate. The result of this was that auditors became able to check three different standards at the same time, which also helped reduce inefficiency (Interview Fransen, 2018). This mutual recognition can be

considered an attempt to protect the legitimacy of the sector as a whole (Reinecke et al. 2012: 803).

4.4.3 Codes of Good Practice

The process of standard convergence has been accelerated by the efforts of meta-governance organisations like ISEAL. The International Social and Environmental Accreditation and Labelling Alliance is a membership-based organisation that aims to promote effective and credible standards and acts as an autonomous platform to allow organisations to learn from each other’s programs (Derkx & Glasbergen 2014: 47). In the competitive environment, ISEAL acts as an umbrella organisation aiming to reduce the negative effects of the existence of multiple standards. It has developed codes of good practice in order to improve

harmonization and to which all the member organisations have to adhere (Reinecke et al. 2012: 804). Fransen emphasises that ISEAL can be affected by other actors when developing its norms and codes. For example, ISEAL committed itself to the discussion of a living wage

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even though this commitment was not necessarily its own choice or that of ISEAL’s members – pressure from external actors compelled ISEAL to commit to the living wage discussion.

The codes of good practice are focussed on three core elements of sustainable standards, i.e. the development of, compliance with and evaluation of the standards (ISEAL). The

International Social and Environmental Accreditation and Labelling Alliance uses a multi-stakeholder representation and consultation to involve its members in decision-making, after which codes of practice are formally recognized (Reinecke et al. 2012: 804).

4.5 Conclusion

This chapter demonstrates how private governance organisations may differ but

simultaneously include elements of one another’s standards. Understanding in which areas two organisations are compatible or incompatible is important before executing a successful merger. A closer look at this consideration reveals possible reasons for Utz/RA merger. Each of the three most important organisations in the sustainable certification sector, Utz, RA and Fairtrade, have their own identity and aim to emphasise the aspects in which their programs stand out. The increased number of sustainable standards has led to a competitive

environment in which negative consequences have occurred, such as confusion and

inefficiency. An important moment in addressing these issues was the joint statement by these organisations in 2011, which marked the beginning of mutual recognition of audit processes. The International Social and Environmental Accreditation and Labelling Alliance also played an important role in combatting negative outcomes by developing codes of good practice to improve legitimacy and conditions in the sector.

The organisations were distinguished by their different characteristics according to the findings from the interviews. The chronological sequence used in describing these

organisations, which began with their origins and establishment, helps illuminate why they differed or became more compatible (see Table 1). The ideals behind the foundation of the organisations appeared to be not that decisive for the merger itself. Rainforest Alliance was founded from an environmental conservation angle, Utz has a more business-related focus on the improvement of the supply chain and Fairtrade was concerned with the livelihoods of agricultural producers. More important is the fact that the groups’ origins determine how it structures its business model. Rainforest Alliance’s business model had a much wider focus and relied in large part on grant funding, which is much more common for organisations in

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the US. It appeared to be a financially vulnerable model and the decline in revenue was one of the reasons that RA was motivated to merge with Utz. In comparison, Utz was much more focussed on the certification of a few certain products. The need to be self-supporting had always been part of Utz’s identity and has resulted in a financially healthy organisation.

Utz experienced the limits of its certification practices and was looking to expand its scope and impact. Although the individuals who led the merger did not know each other beforehand, the strong chemistry between their personalities appeared to be very important and helpful for future talks. Besides the differentiation and cultivation of organisational identities, a process of convergence occurred in the aspects of vocabulary, certification platforms and shared codes of practices. The International Social and Environmental Accreditation and Labelling Alliance played an important role in this process by facilitating more harmonization in the market through the development of codes of good practice and by bringing organisations closer together.

Despite the prevailing differences between Utz and RA, the organisations’ intentions and compatible elements have made the merger successful. Nonetheless, the question remains regarding factors were correlated or appeared to be more influential than others.

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5. Understanding Competition and Fragmentation

This chapter focusses on the proliferation of private governance organisations and how this has affected different actors within the sector. In a short period of time, the number of private governance organisations has risen very quickly and this competition has had several

important implications. This development and its implications have been studied in the work of various scholars but the connection with a merger has not yet been made. This chapter describes the results of the following sub-research question:

‘To what extent did the competition and fragmentation in the sector contribute to the merger

between Utz and RA?’

In order to answer this question, it is divided into two more specific questions regarding different actors based on the knowledge and ideas of the theoretical framework. These questions help analyse the sector by considering important actors, and are as follows:

‘What impact on the merger do companies have that participate in the certification programs?’

‘To what extent did ISEAL contribute to the successful negotiations of the merger?’

The previous chapter showed that organisational characteristics have led to differentiation and convergence but the process of convergence seemed also to be the result of substantial

criticism that both Utz and RA faced. Overpromising the outcomes of certification and the negative effects of competition pushed the entire sector to rethink its practices and objectives. To understand what brought the two organisations closer together, this chapter provides an analysis of how companies and ISEAL were involved in the merger.

The chapter is divided into four parts. The first section focusses on the proliferation process, and the second part provides an overview of the criticism of sustainable certification. The third section discusses inefficiency and competition from the perspective of standard setters, and auditors and companies are also discussed. In the fourth section, ISEAL’s role regarding competition and fragmentation is addressed. The final section elaborates on the findings of this chapter and how these relate to the overall research question.

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