THE ECONOMIC VALUE CREATED BY CORPORATE SOCIAL RESPONSIBILITY FOR COMPANIES AND THE RELATION OF CORPORATE SOCIAL RESPONSIBILITY TO THE M&A PROCESS

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UNIVERSITY OF AMSTERDAM Amsterdam Law School

Master's Thesis European Private Law

THE ECONOMIC VALUE CREATED BY CORPORATE SOCIAL RESPONSIBILITY FOR COMPANIES AND THE RELATION OF CORPORATE SOCIAL RESPONSIBILITY TO THE M&A PROCESS

Gülce Yeşil 13954954

gulce.yesil@student.uva.nl

Supervisor:

Mr. drs. Beatrijs van Schilfgaarde

Amsterdam-2022 Submission date: 01.07.2022

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Abstract: In today's world, we encounter a number of social or environmental issues that should be tackled. Corporate Social Responsibility is a tool that helps companies address those issues. At this point, evaluating whether companies are willing to carry out Corporate Social Responsibility activities is critical. This study evaluates how the non-financial benefits provided by Corporate Social Responsibility can turn into economic value for the companies engaged with Corporate Social Responsibility. First, non-financial benefits provided by Corporate Social Responsibility for all stakeholders are explained; thereafter, economic benefits that might be provided by Corporate Social Responsibility to the companies are evaluated by establishing a link between non-financial benefits and financial values. Lastly, the relevance of Corporate Social Responsibility to the mergers and acquisitions process is discussed in order to argue that Corporate Social Responsibility can add financial value to the companies from another perspective. Lastly, the study concludes that besides significant non- financial benefits, Corporate Social Responsibility can also create certain financial benefits for the companies.

Keywords: Corporate Social Responsibility (CSR), financial benefits of CSR, non-financial benefits of CSR, Mergers and Acquisitions (M&A)

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TABLE OF CONTENT

INTRODUCTION ... 4

CHAPTER 1: NOTION OF CORPORATE SOCIAL RESPONSIBILITY ... 6

CHAPTER 2: BENEFITS OF CSR FOR THE STAKEHOLDERS ... 11

A. Classification of CSR Activities ... 11

i. Environmental Responsibilities ... 11

ii. Responsibilities Regarding Human Rights ... 13

iii. Social Responsibilities ... 14

iv. Ethical Responsibilities ... 15

B. People, Planet, Profit... 16

CHAPTER 3: FINANCIAL BENEFITS OF CSR ... 17

A. People, Planet, Profit... 17

B. Financial Value That Can Be Added by CSR ... 18

i. From the Perspective of Consumers ... 18

ii. From the Perspective of Employees ... 20

iii. Financial Outcomes ... 22

C. Association of CSR with Steward Ownership ... 24

D. Brief Overview ... 28

CHAPTER 4: THE RELEVANCE OF CSR IN THE M&A PROCESS ... 29

CONCLUSION ... 32

BIBLIOGRAPHY ... 34

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INTRODUCTION

It is the best of times, it is the worst of times, it is the age of wisdom, it is the age of foolishness, it is the season of Light, it is the season of Darkness…1 As the world and economic order evolved, conflicts of interests of growing populations became inevitable in the last decades. For instance, while producers try to manufacture the products as quickly and inexpensively as possible, consumers desire to purchase and consume well-qualified products. These conflicts of interests might cause infringements in terms of social welfare, environmental conditions, the standard of living or human rights. Since Corporate Social Responsibility (hereinafter referred to as "CSR") is a concept that can address those problems, it should be scrutinised.

CSR emerged a while ago, and it is still a notion that preserves its importance. The reason that CSR is still relevant is that it is a body of sensitive activities created to be a solution to the main problems of society, but it can also provide financial benefits for organisations to a considerable extent. In this thesis, I will try to put forth the outcomes of CSR and how these outcomes can be converted into financial benefits, and besides, I will also explain the non-financial benefits.2 To do that, I will first explain the meaning of CSR since it would be useful to understand the notion itself prior to examining what it is capable of. After defining the concept of CSR with its key features, I intend to outline the non-financial benefits of CSR for all stakeholders by sorting common actions of CSR, associating those everyday actions with particular outcomes for the society and exemplifying a number of companies taking common CSR actions.

Although my intent is to highlight the financial advantages that can emerge from CSR in this research, I do not want to overlook its non-financial gains. Because I will argue that they are capable of coming back to companies that adopt CSR as financial value at the end of the day.

In the following chapter, which composes the primary purpose of this research, I will discuss thoroughly how CSR can contribute to the companies financially. After that, I will present how CSR is relevant to the Mergers and Acquisitions3 process by also attributing to the previous

1 Charles Dickens, “A Tale of Two Cities”

2 To distinguish the financial benefits from non-financial ones, I would define financial benefits as every kind of feature that can affect the economic performance of the company and every kind of monetary value gained by company. It can be the shareholder value, the growth rate of the company, the brand value, or even the reactions of the stakeholders that can cause economic efficiency for the company. On the other hand, non-financial benefits are all other kinds of benefits enjoyed by the stakeholders mainly on environmental and societal matters.

3 As per legal dictionary of “https://dictionary.law.com” merger is defined as “in corporate law, the joining together of two corporations in which one corporation transfers all of its assets to the other, which continues to exist. In effect one corporation "swallows" the other, but the shareholders of the swallowed company receive shares of the surviving corporation”; in dictionary of “https://definitions.uslegal.com” acquisition is defined as “in the corporate context, refers to when one firm buys majority interest in another, but both retain their identities.”

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part in order to examine how the outcomes of CSR can contribute to companies in the M&A process. I will set forth that these outcomes, which, in my opinion, help add financial value to companies, are similar both in the business operation and in the M&A process. Lastly, I will conclude with the opinions and the facts that I will discuss in this work.

In brief, in this thesis, I try to answer the question: Can CSR help companies gain economic value, and if so, how? In my opinion, it is an important question to be clarified. Because, if conducting CSR activities is this important for the environment and the society, it would be better if companies are willing to carry out CSR activities. At this point, CSR's benefits, which can lead companies to behave socially responsible, should be revealed thoroughly. For this reason, I contemplate the following steps mentioned above in this research in order to answer this central question.

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CHAPTER 1: NOTION OF CORPORATE SOCIAL RESPONSIBILITY

Due to technological improvements and the growing place of social media in our lives, it is recently much easier to follow the news worldwide. In other words, people have easier access to information about current issues regarding environmental and social matters, such as climate change, environmental pollution, gender inequality or racial discrimination etc., and realise the effects of those issues on themselves and future generations. When the numerousness of resources is considered, there might be information pollution. Regardless, people's ability to consider events has grown, and their points of view have been expanded. This has led to the emergence of conscious customers and investors, who have increasing expectations from companies. To give an example, a number of resources indicate that customers prefer to buy goods or get services from sustainability-oriented4 companies, even if they have to pay more.567 Hence, behaving in the ethical framework and being sensitive to social and environmental issues provides companies with advantages in various ways. In this context, defining CSR and scrutinising CSR activities and to what extent they could help add financial value to companies gains importance. Namely, how can CSR increase the price of shares, brand value or market value of the company, or each of them?

First of all, the notion of CSR needs to be explained. It should be noted that, although this concept emerged decades ago, there is no consensus on a single definition of CSR. Basically, I would assert that the concept of CSR refers to international private business self-regulation8, whereby businesses designate goals, policies and principles which are in compliance with laws and international norms and which promote community progress in terms of philanthropic or activistic concerns such as social, environmental, ethical or human rights issues, throughout all

4 Sustainability refers to a long-term societal goal, according to which, people seek to be able to address current and future needs, while keeping developing. The current and future needs are in the fields of environmental, societal and economic issues.

5 Sarah Dadush, “The Law of Identity Harm”, Washington University Law Review 96 (2019), pp 803-858

6 Doing Well by Doing Good, Nielsen, (June 2014), https://www.nielsen.com/wp- content/uploads/sites/3/2019/04/Nielsen-Global-Corporate-Social-Responsibility-Report-June-2014.pdf , “More than half (55%) of global respondents in Nielsen’s survey say they are willing to pay extra for products and services from companies that are committed to positive social and environmental impact—an increase from 50 percent in 2012 and 45 percent in 2011.”

7 Trafficked II: An Updated Summary of Human Rights Abuses in the Seafood Industry, FishWise, (March 2014), https://oceanfdn.org/sites/default/files/Trafficked_II_FishWise_2014%20(1).compressed.pdf , “The majority of consumers said they would stop buying a product of a certain region, company, or type if they knew it was associated with human rights abuses.”

8 Benedict Sheehy, “Defining CSR: Problems and Solutions”, Journal of business ethics, 2015-10-01, Vol.131 (3), p.625-648

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phases of their business operations, from production to consumption. Whilst the European Union Commission had once defined CSR as "voluntarily consideration of social and environmental concerns by businesses in their business activities and interactions with their stakeholders", the Commission put forward a new definition of CSR as "the responsibility of enterprises for their impacts on society" as of 2011.9 According to this new approach, CSR seems to have evolved from a voluntary action to a responsibility (e.g., to a more encouraged action). Under this new definition, the Commission sets forth that, in order to meet CSR completely, enterprises should run the process to integrate social, environmental, ethical, human rights and consumer matters into their conduct of business and core strategy by retaining close collaboration with their stakeholders. While acknowledging that CSR is a complex concept with many definitions and interpretations, the World Bank defines CSR as the commitment of businesses to contribute to sustainable economic development by working with employees, their families, the local community and society at large to improve the quality of life, in ways that are both good for business and good for development.10 As for the United Nations, they associate CSR with the relationships that a company maintains with its shareholders, clients, suppliers, creditors and employees, as well as with the communities in which it operates.11 From a business perspective, the International Chamber of Commerce (ICC) proposes a definition of CSR as the voluntary commitment by a business to manage its activities responsibly. Furthermore, another approach regarding the definition of CSR is taken by the Dutch Social Economic Council (SER, Sociaal-Economische Raad), which discusses the value increase created by CSR by balancing the interests of different stakeholders in three dimensions, namely, people, planet and profit.12 When different interests of numerous actors comprised of businesses, entrepreneurs, NGOs and governmental authorities are considered, it is not surprising that CSR does not have a singular definition agreed upon. Yet, after having considered the meanings attributed to CSR, CSR appears as a social phenomenon, which is useful to encourage businesses to be beneficial for the improvement of society in various aspects.

9 COMMUNICATION FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS, A renewed EU strategy 2011-14 for Corporate Social Responsibility, Brussels, 25.10.2011

10 World Bank Group, Public Policy for Corporate Social Responsibility, WBI SERIES ON CORPORATE RESPONSIBILITY, ACCOUNTABILITY, AND SUSTAINABLE COMPETITIVENESS, July 7–25, 2003

11 https://www.un.org/esa/socdev/rwss/docs/2001/20%20Corporate%20social%20responsibilities.pdf

12 SER, SER Advisory Report on Corporate Social Responsibility: a Dutch Approach (De winst van waarden), No. 11, 15 December 2000

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While businesses might define CSR as a business strategy, legislative bodies or governmental authorities might evaluate it as an obligation. In the light of the foregoing definitions, it can be questioned whether CSR is a voluntary activity or a legal responsibility. As Benedict Sheehy argues, it would be appropriate to classify CSR as private self-regulation13, which means the process of a business monitoring its compliance with the legal and ethical standards without being subject to enforcement of a third-party entity or governmental regulator. Taking this explanation into account, it could be asserted that CSR is a voluntary activity that is not subject to any legal sanctions. On the other hand, the current approach of the EU should also be considered, which evaluates CSR as a legal responsibility. The Commission had defined CSR as "a concept whereby companies integrate social and environmental concerns in their business operations and their interaction with their stakeholders on a voluntary basis" in the green paper published in 200114, which puts forth that the Commission had seen CSR merely as a voluntary activity conducted by businesses with social and environmental concerns. As aforementioned, from 2011 onwards, the voluntary approach that the EU has adopted has shifted to a method that evaluates CSR as a legal responsibility15, which was a strategic step that would be beneficial to promoting some of the main goals and the treaty objectives of the Union, such as sustainable development and customer welfare. Therefore, it seems reasonable that the EU adopts this new approach. With this new approach, the Commission shows its intent to classify CSR as a legal obligation. Alongside the Commission opinions, the term responsible business conduct, which is equivalent to CSR, has been introduced by the Organization for Economic Cooperation and Development (OECD) with the OECD Guidelines for Multinational Enterprises and has been adopted by the EU.16 Although OECD Guidelines are non-binding, they stimulate multinational enterprises operating in adhering countries to implement responsible business conduct, which is in accordance with acknowledged the legal and ethical principles in a global context.

Furthermore, it seems reasonable to see CSR from the perspective of the issues and pressures confronted by businesses, regardless of whether they are regulated or not and beyond legal

13 Benedict Sheehy, “Defining CSR: Problems and Solutions”, Journal of business ethics, 2015-10-01, Vol.131 (3), p.625-648

14 The Commission of the European Communities, GREEN PAPER Promoting a European framework for Corporate Social Responsibility, Brussels, 18.7.2001

15 COMMUNICATION FROM THE COMMISSION TO THE EUROPEA PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS, A renewed EU strategy 2011-14 for Corporate Social Responsibility, Brussels, 25.10.2011

16 2011 Update of the OECD Guidelines for Multinational Enterprises

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requirements.17 Here, it is seen that there are adverse interests of private actors and executive bodies once again. While private parties, such as authors and businesses, assert that CSR leans on a voluntary basis, executive bodies such as the Commission and non-governmental organisations such as OECD see it as a legal obligation. Even though we acknowledge CSR as a form of self-regulation, we cannot overlook that the concept refers to the applicable laws and internationally recognised standards. Whilst CSR seems not binding in theory, I would argue that, in practice, CSR activities are binding inherently because of the necessity of compatibility with specific legal and ethical standards. In other words, the interests protected by CSR are already covered by other legal instruments to a certain extent (i.e., human rights are protected by constitutional law, universal and international declarations and universally recognised legal principles; the environment is protected by tort law to an extent etc.). Yet, it should be noted that CSR is a specific concept which is subject to those aforementioned legal and ethical standards. It would be more optimal if CSR is regulated in its own specific context because a more comprehensive body of rules which can address those legal and ethical standards can be ensured only by regulating CSR within its own norms. In brief, it would be helpful to treat them in a way that they have a binding effect since the concept of CSR is aimed to enhance societal standards in numerous ways.

At this point, it is also important to make a mention of the emergence of CSR, as well as its diverse definitions. Although the growing concerns regarding worker well-being and other social problems and welfare movements date back to the mid-to-late 1800s, it was in the 1970s that these concerns have emerged as the concept of CSR in the US, with the declaration of the social contract between businesses and the society by the Committee for Economic Development. This social contract outlined the responsibilities in three pillars, namely, contributing to economic growth, ensuring employee and customer welfare and improving conditions for the society and the environment18, which are the cornerstones of today's understanding of CSR. Looking at today, CSR has been adopted by numerous organisations as

17 Ans Kolk, “Multinationals and corporate social responsibility”, Notizie di Politeia, 2010, Vol.98, p.138-152

18 Association of Corporate Citizenship Professionals, Corporate Social Responsibility: A Brief History, https://accp.org/resources/csr-resources/accp-insights-blog/corporate-social-responsibility-brief-history/

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an essential strategy, such as Coca-Cola19, the World Bank20, Pfizer21, Wells Fargo22, Lego23, Rolex24, Adidas Group25, Michelin26, Microsoft27 and so on. Each of them manifests their CSR activities in their annual CSR reports transparently published. By virtue of CSR, businesses benefit society in many ways while strengthening their brands. Hence, CSR is as valuable to a company as well as it is to society.

Moreover, CSR activities can help build a stronger bond between employees and companies.

Although the importance of CSR has been briefly mentioned in these aspects, this subject will be discussed further in the following chapters. Yet, I would like to state at this stage that, notwithstanding it dates back to the 1970s and it is a quite variable concept, CSR still protects its importance and continues to be relevant today. All those well-known companies adopting and manifesting CSR as a crucial strategic plan are indicators of this statement.

Briefly, there is no sole definition and legal classification of CSR even though the concept has been developing and becoming more important since the 1970s. However, it can be obviously asserted that there are some key characteristics of CSR, which are covered by the majority of the definitions made by authors and/or institutions. In my opinion, it would be appropriate to identify CSR through the following key characteristics; (i) legal responsibility, (ii) ethical obligation, (iii) environmental protection, (iv) sustainable development, (v) employee and customer welfare. Accordingly, I would define CSR as follows: A self-regulation adopted by a business with legal responsibility and ethical obligation conscious. With this self-regulation, the company uses certain goals, policies and principles in accordance with laws and international norms to enhance community progress in terms of environmental protection, employee and customer welfare, and sustainable development. The business carries out CSR activities throughout all phases of its operations, from production to consumption.

19 https://www.coca-colacompany.com/sustainable-business

20World Bank Corporate Responsibility Strategic Plan, 2016,

https://documents1.worldbank.org/curated/en/702821506406388173/pdf/120000-WP-PUBLIC- CorpResponsibilityStrategicPlan.pdf

21 https://www.pfizer.com/about

22 https://www.wellsfargo.com/about/corporate-responsibility/

23 https://www.lego.com/en-us/sustainability

24https://www.rolex.org/environment?ef_id=EAIaIQobChMI4pCgpOub9wIVGtZ3Ch02TwUvEAAYASABEgI LhfD_BwE:G:s&s_kwcid=AL!141!3!395287334775!e!!g!!rolex%20csr

25 https://www.adidas-group.com/en/sustainability/focus-sustainability/our-targets/

26 https://www.michelin.com/en/sustainable-development-mobility/

27 https://www.microsoft.com/en-us/corporate-responsibility

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CHAPTER 2: BENEFITS OF CSR FOR THE STAKEHOLDERS

In today's world, businesses are in close relationship with many different subjects of society, which are called stakeholders28, such as their customers, employees, suppliers, investors, shareholders and environment as well. The success to be achieved by those companies depends on the efficient management of these relationships as well as other factors. To assert that, this chapter will examine the non-financial goals and benefits of CSR. Firstly, CSR activities will be exemplified, and thereafter, CSR activities will be associated with certain non-financial benefits.

A. Classification of CSR Activities

When previously made definitions are considered, it would be appropriate to assort CSR activities by main responsibility areas as follows: (i) environmental responsibilities, (ii) responsibilities regarding human rights, (iii) social responsibilities and (iv) ethical responsibilities.

i. Environmental Responsibilities

The environmental aspect of CSR is often the first thing that comes to mind when it comes to CSR and is deemed as the most relatable subject of CSR. This view is partly correct since CSR is mainly manifested in activities concerning the environment. As Hoffman argues, the real burden for preserving the environment is on businesses. They should be a part of solving the environmental problems since they have certain knowledge, expertise and resources to tackle the environmental crisis.29 Indeed, the environmental side of CSR has a wide range of activities to preserve ecological balance, such as recycling, reducing pollution, waste management, utilisation of renewable energy, utilisation of natural resources prudently, energy conversation and so on.

28A stakeholder is anyone and anything (i.e., people, groups, corporations, organizations or systems), who affects or can be affected by actions of a company and who has rights, interests, needs or expectations in that company.

See also, R. Edward Freeman “Stockholders and Stakeholders: A New Perspective on Corporate Governance”, California Management Review (pre-1986); Spring 1983; 25, 000003; ABI/INFORM Global pg. 88, defining a stakeholder as a member of a group, without whose support the organization would cease to exist.

29 W. Michael Hoffman, “Business and Environmental Ethics”, New York, USA: Cambridge University Press Business ethics quarterly, 1991-04, Vol.1 (2), p.169-184

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As a matter of fact, it can be said that the environmental dimension of CSR is businesses behaving responsibly by using their opportunities with the purpose of protecting the ecological structure. To give an example, Starbucks, as a company with a strong CSR reputation, carries out a number of activities to contribute to sustainability, e.g., encouraging consumers not to use plastic straws, expanding plant-based menu options, shifting away from single-use to reusable packaging, working on better ways to manage their waste. Moreover, when reports and disclosures published by Starbucks30 are considered, it is seen that Starbucks conducts the environmental responsibility activities among CSR activities in a transparent matter, which gains the trust of the stakeholders. Thus, the importance of transparency in CSR activities should be highlighted.

Another issue to be touched on regarding environmentally responsible activities of the companies is that, after carbon emissions peaked in 2018, Shell has established a strategic plan aiming to become a net-zero emissions energy business by 2050.31 Because it is known that the carbon emissions of Shell have been subject to a lawsuit32, it is hard to establish whether this strategic plan is a genuine one or considered only as an obligation arising from the court decision. Indeed, Shell is regarded as a notorious company in terms of its CSR activities.33 As for me, in spite of this opinion, Shell's shift towards becoming transparent and being more responsible is a considerable step in the name of the environment.

Not surprisingly, as a stakeholder, the environment has the most significant win from the abovementioned activities. However, it should be noted that all other stakeholders are affected positively by the protection of the environment. As it can be reasonably acknowledged, the environment is not a separate sphere from other stakeholders located in itself. In fact, Sjåfjell expresses the importance of securing a sustainable future for other stakeholders as well, and further, she also associates protecting the environment with sustainable business.34 In other words, caring about the environment is caring about every other stakeholder in this environment and ensuring a sustainable future is necessary for all of us.

30 https://www.starbucks.com/responsibility/reporting-hub/

31 https://fourleafdigital.shell.com/webapps/climate_ambition/downloads/EmissionsExplainer.pdf

32 The Hague 26 May 2021, ECLI:NL:RBDHA:2021:5339 (Milieudefensie/Shell)

33 David J. Vogel, “Is There a Market for Virtue? The Business Case for Corporate Social Responsibility”, California management review, 2005-07-01, Vol.47 (4), p.19-45

34 Beate Sjåfjell, “Reforming EU Company Law To Secure The Future Of European Business”, European company and financial law review, 2021-04-12, Vol.18 (2), p.190-217

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ii. Responsibilities Regarding Human Rights

There is a consensus on the fact that human rights are universal, indivisible, interdependent and interrelated and arise from human dignity.35 As for the human rights dimension of CSR, it concerns the policies, applications and projects of businesses, targeting the enhancement of life conditions of stakeholders, mainly employees, suppliers, shareholders and investors, while behaving respectfully toward fundamental and human rights. For instance, Unilever can be pointed out as a reputable company in terms of its human rights CSR activities. Unilever's care for human rights both in its operations towards its employees and in its value chain towards its suppliers and the people who work for those suppliers is well known.36 Unilever also transparently published a human rights report in 2020, in which they determined discrimination, fair wages, forced labour, freedom of association, harassment, health and safety, land rights and working hours as salient human rights issues and explained actions taken by them to fight those issues. In my opinion, Unilever's respect for both its employees and millions of people involved in its value chain is impressive.

At this point, it can be questioned whether businesses are contributing to an important subject such as human rights by means of a non-regulated field such as CSR. As Lauber argues, with the wide margin of appreciation left to them with regard to applying human rights activities of CSR, businesses have two paths to choose among; they can either make use of the discretion they have and build their business on stakeholder exploitation or choose to be a genuine, responsible corporate citizen and take advantage of the opportunity. Even though Lauber asserts that businesses' broad discretion has led to a necessity for increased accountability and ongoing government intervention37, I would rely on businesses to choose the latter path and make a significant difference. Because when we look today, it is seen that stakeholders have discerned the power of stakeholder democracy, and they appreciate businesses making an effort to promote the human rights of stakeholders. As aforementioned, people have easier access to information. By this means, an average consumer can easily analyse whether those businesses comply with the basic standards or not by reading their annual reports or evaluating CSR activities carried out by those businesses. It should be noted that the companies might

35 Ana Čertanec, “The Connection between Corporate Social Responsibility and Corporate Respect for Human Rights”, Sciendo, 2019

36 https://www.unilever.com/planet-and-society/respect-human-rights/

37 Sabina Lauber, “Corporate Responsibility and Human Rights Opinion”, Alternative Law Journal, Volume 27, Number I, February 2002

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manipulate consumers by greenwashing to an extent. Yet, we see that greenwashing statements of the companies are generally revealed by the media on a large scale. Today, an average consumer can learn about greenwashing companies through an effortless internet search showing results that are true to a certain extent.

Consequently, it can be reasonably asserted that, whilst CSR activities concerning human rights protection have positive impacts on mostly employees, suppliers, shareholders and investors, the benefits of these CSR activities on all other stakeholders cannot be overlooked as well.

iii. Social Responsibilities

Social responsibility of businesses mainly pertains to social and cultural issues and building awareness of these issues and businesses conducting activities from which society will benefit, such as engaging in charity work, sponsoring local events, and supporting regional economic growth. To give an example, Goodwille Limited, a business services company based in the UK, has declared its CSR policy in 2019, which states that all of its employees get one day of volunteering per annum to support a charity or community group of their choice.38 (i) "Clean Toilet" Project started by Opet, an oil company based in Turkey, which has been continued since 2000 and has brought the issues of "toilet cleaning and hygiene" to the agenda and taken the initiative to raise awareness on this issue by adjusting toilets in Opet stations; (ii) "Build to Give" project carried out by Lego, by which Lego donates a LEGO set to a child in need of play, for every ornament displayed in-store or shared online in the holiday season; or (iii) donation of medicine for soil-transmitted helminths and intestinal worm infections made by Johnson&Johnson, to combat tropical diseases which affect children particularly, for World Neglected Tropical Diseases Day in 2012 are other remarkable examples of social responsibility projects.

The main point to be highlighted with the examples above is that social responsibility can appear in diverse ways in every kind of social and cultural issue. In this direction, the social responsibility side of CSR, which comprises philanthropic activities aimed at the involvement of all stakeholders, is beneficial for society as a whole.

38 https://goodwille.com/wp-content/uploads/2019/07/Goodwille-Limiteds-CSR-Policy-2019.pdf

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iv. Ethical Responsibilities

The ethical responsibilities comprise the conduct of companies that is respectful of consumer identities, which is an expression to refer personal values of consumers, their rules of spiritual, social, ethical and environmental engagement39, and providing them with goods and/or services in accordance with their values in an upright and ethical manner. In other words, the ethical responsibilities correspond to the ethical marketing conducted by businesses, namely, a philosophy rather than a strategy which adopts a "people first" understanding.40

In this system, businesses do not try to attract customers' attention to their goods and/or services by manipulating them to purchase their goods or services with false advertisements. This might concern the production phase as much as it can concern the presentation phase of the good or service. For instance, the working conditions of the workers who carry out the production phase and issues such as wages, child labour, forced labour, gender inequality, and discrimination concern the production phase. On the other hand, the products offered to the market having the same qualifications as reflected by the business concern the presentation stage. It goes without saying that, for a good reputation as a business that applies market ethics, consumers demand fulfilling of the ethical responsibility both in the production and presentation phases. As aforementioned, it is evident that consumers expect businesses to behave in a certain ethical frame throughout the phase of production. As for giving an example of the ethical expectations of consumers in the marketing phase, a vegan consumer would desire to purchase cruelty-free products, and in case they realise that the product they have purchased was developed by experimenting on animals, in contrast to what they thought because of the false advertisement of the business, they will experience anguish by learning that their efforts to consume in line with their personal values have been undermined by a company's false or exaggerated promises about its wares, namely "identity harm" as defined by Dadush.41 A successful company in respecting the personal values of consumers is Toms. It is a company that produces vegan footwear; besides of its philanthropic activities such as donating more than 60 million pairs of shoes to children in need since its establishment42, which is also highly appreciable in terms of social responsibility activities explained previously.

39 Sarah Dadush, “The Law of Identity Harm”, Washington University Law Review 96 (2019), pp 803-858

40 Gene R. Laczniak, Patrick E. Murphy, “Normative Perspectives for Ethical and Socially Responsible Marketing”, Thousand Oaks, CA: Sage Publications Journal of macromarketing, 2006-12, Vol.26 (2), p.154-177

41 Sarah Dadush, “The Law of Identity Harm”, Washington University Law Review 96 (2019), pp 803-858

42 https://www.olapic.com/resources/toms-leading-way-brands-age-authenticity/

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Taking into consideration the aforementioned, the ethical responsibilities fulfilled by businesses impress mostly customers and consumers. Generally speaking, I would assert that all four dimensions of CSR activities are strictly intertwined, even though they involve different sides of CSR since they all serve the same purpose. Therefore, the classification of CSR activities might differ from perspective to perspective, yet, I have tried to assort CSR activities in the four pillars mentioned above by their main characteristics.

B. People, Planet, Profit

When it comes to the non-financial benefits of CSR to stakeholders, the triple bottom line of CSR comprised of "people, planet, profit" cannot be skipped without mentioning since the non- financial benefits cover two pillars out of three, namely, people and planet. The term "triple bottom line" was first suggested by business writer John Elkington in 199443 to embody the goals of CSR in a straightforward and catchy manner.

When the aforementioned CSR activities are associated with related bottom lines, it seems clear that the environmental responsibilities serve the planet pillar; and the others serve the people pillar. At this point, I would assert that the hypothesis of the three bottom lines seems to have the characteristics of a summary of the aforementioned goals and non-financial benefits, alongside the financial purposes of CSR. This being the case, profit can be deemed as another goal of CSR, which can be asserted as another basis for this thesis. Accordingly, I will argue thoroughly in the following chapters that the outcomes of CSR can add financial value to businesses to a remarkable extent. A business dedicated to the triple bottom line strives to improve conditions for all the stakeholders in many ways and also themselves in terms of economic value. Hence, it gains benefits by fulfilling CSR as a whole.

Briefly, as it is understood from the names of the bottom lines, people and profit pertain to the non-financial contributions afore-explained in this chapter; on the other hand, the bottom line of profit concerns the financial gains, which will be examined in the following chapter thoroughly.

43 https://hbr.org/2018/06/25-years-ago-i-coined-the-phrase-triple-bottom-line-heres-why-im-giving-up-on-it

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CHAPTER 3: FINANCIAL BENEFITS OF CSR

In the previous chapter, I have tried to classify the common CSR activities and explain the non- financial benefits that arise from each in general terms. Subsequently, I mentioned the "people, planet, profit" triple bottom line of CSR briefly. The reason for this is that in this chapter, I intend to discuss the third bottom line, which is the main factor of this chapter. In this chapter, my intent is to explain in detail how and to what extent CSR might add financial value to companies that adopt it as a strategic plan. To do that, I will also associate the non-financial benefits of CSR for the stakeholders with its financial advantages. By asserting that non- financial benefits for stakeholders can eventually translate into economic values for the company, I even put forward that these are also financial benefits inherently. After examining the potential financial benefits that might be generated by CSR for the company and shareholders in-depth, I will evaluate CSR in the context of steward ownership. By doing this, I will try to present further that the outcomes of responsible behaviour of the companies can cause a economic gains. Lastly, I will make a brief overview of the chapter.

A. People, Planet, Profit

As mentioned in the second chapter, CSR is assumed to comprise a triple bottom line, e.g., people, planet and profit. While people and planet pillars are related to the societal side of CSR, the profit pillar of the triple bottom line expresses the financial benefits that can be gained because of CSR, which is the main subject I want to convey with this thesis. It is essential to state that, although profit means "financial gain, especially the difference between the amount earned and the amount spent in buying, operating, or producing something" as linguistic meaning, in the context of this thesis, it expresses the economic value created by CSR generally, such as brand value, shareholder value, company value etc.

Expressing the goals of CSR with the triple bottom line as suggested above is equal to acknowledging that making a profit is an integral part of CSR. In other words, this triple bottom line assumes that making a profit is intertwined with CSR. Therefore, I do not want to skip this hypothesis without being mentioned. The profit pillar, namely the financial benefits that can be gained because of CSR, will be discussed in the following parts.

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B. Financial Value That Can Be Added by CSR

I intend to evaluate the outcomes of CSR activities from the angle of consumers and employees first, and then I will put forward how these outcomes can create financial value. In this part, my goal is to establish that CSR can benefit companies in financial matters, besides the non- financial benefits for all the stakeholders explained afore. I will explain how the responsible and sensitive behaviours of the companies lead to the commitment of consumers and employees to these companies. And the commitment of these stakeholders might cause the financial success of the company. In other words, I will argue that the companies’ preferability may turn to them as economic benefits, by demonstrating that companies become preferable for their stakeholders thanks to their CSR activities.

i. From the Perspective of Consumers

The main point to be conveyed under this title is how the reactions of consumers can affect the success of a company. As consumer preferences greatly impact designating market sufficiency44, companies need to hear their voice while conducting business.

To gain the respect of the consumers, it is essential to gain their trust first. For instance, when it comes to green products, companies should gain consumers' trust first45 since most of the consumers do not have the technical expertise46 by which they can distinguish green products from others. Even though consumers can monitor companies' CSR actions through their annual

44 Johan W. van de Gronden, Catalin S. Rusu, “Competition Law in the EU: Principles, Substance, Enforcement”, Edward Elgar Publishing Limited, 2021

45 Carsten Daugbjerg, Sinne Smed, Laura Mørch Andersen, Yonatan Schvartzman, “Improving Eco-labelling as an Environmental Policy Instrument: Knowledge, Trust and Organic Consumption”, Journal of environmental policy & planning, 2014-10-02, Vol.16 (4), p.559-575

46 Krittinee Nuttavuthisit, John Thøgersen, “The Importance of Consumer Trust for the Emergence of a Market for Green Products: The Case of Organic Food”, J Bus Ethics (2017) 140:323–337

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reports, green product claims may often be difficult to verify.4748 When the consumers trust that their desire to consume products in line with their personal values regarding social and environmental matters is respected by the companies, consumer respect starts to grow for that company as well.49 Otherwise, consumers will experience "identity harm", which can lead to a lack of respect for the company.

As I mentioned, consumer democracy is a decisive factor that impacts a company's success. It is seen that many successful companies have shifted to an approach concerning the involvement of the consumers in their CSR activities.50 So, what do consumers say? It is apparent that with the rising awareness of consumers on environmental and social issues, they want to provide responsible and fairer products and/or services, produced or rendered in an environmentally and socially responsible way, within the ethical framework.5152 Several resources reveal these concerns of the consumers. For instance, in the survey of 2066 people in France in 2019, which includes opinions for food businesses to improve their corporate social responsibilities, 53% of consumers stated that food producers should pay farmers better, 49% said that agricultural enterprises should reduce plastic and waste production and 43% stated that these enterprises

47 Sihem Dekhili, Mohamed Akli Achabou, “Eco-labelling brand strategy Independent certification versus self- declaration”, European Business Review Vol. 26 No. 4, 2014 pp. 305-329: This research states that, the most of the consumers are not able to verify the responsible nature of the products they consume. However, information labelling can play an important role in reassuring consumers sensitive to brands with a commitment to positive ethics, and thus encourage responsible consumption. This can take the form of a certification delivered by an independent third party or a self-declaration, also called a “promise”, which is freely organised by the producer or the distributor in accordance with their own environmental and/or social objectives. For instance, Nespresso established its own label named “Nespresso AAA”, which has a nature of self-declaration. This research has revealed that, promises by the companies as self-declarations positively influence consumer preferences;

moreover, this positive effect is equivalent to that of independent certification by the third parties.

48 John Thøgersen, Anne-Katrine Jørgensen, Sara Sandager, “Consumer Decision Making Regarding a “Green”

Everyday Product”, Psychology & marketing, 2012-04, Vol.29 (4), p.187-197: In this article, authors have revealed that, the “responsible” attribute helps consumers in decision-making.

49 Sarah Dadush, “The Law of Identity Harm”, Washington University Law Review 96 (2019), pp 803-858: “As more people become sensitized to environmental and social (labor and human rights) sustainability challenges, they are also becoming increasingly concerned about their role in aggravating these challenges through their individual consumption.”

50 Laura Marie Edinger-Schons, Lars Lengler-Graiff, Sabrina Scheidler, Gina Mende, Jan Wieseke, “Listen to the voice of the customer—First steps towards stakeholder democracy”, Business ethics (Oxford, England), 2020-07, Vol.29 (3), p.510-527: “Sun Trust Bank, for instance, donated $100 to a cause chosen by customers who open a new checking account. Other companies like Vodafone try to establish a more profound dia- logue with their customer base to learn about their attitudes toward different CSR activities and subsequently integrate this feedback into their CSR-related decisions.”

51 Sihem Dekhili, Mohamed Akli Achabou, “Eco-labelling brand strategy Independent certification versus self- declaration”, European Business Review Vol. 26 No. 4, 2014 pp. 305-329

52 Yu-Shan Chen, Ching-Hsun Chang, “Greenwash and Green Trust: The Mediation Effects of Green Consumer Confusion and Green Perceived Risk”, J Bus Ethics (2013)

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need to reduce their environmental impact.53 Also, in another survey realised with 1005 people in France in 2019, 74% of respondents stated that they are more likely to purchase products from businesses that support corporate social responsibility.54 To give another example, it is found that consumers show more favourable attitudes toward a company within the food industry and more favourable intent to buy from that company when a company implements environmental CSR in a proactive way.55 Moreover, it has already been stated in Chapter 1 that, according to a number of resources, consumers are willing to pay more for goods or services that are produced in a responsible and ethical framework.

When the aforementioned surveys and consumer reactions are taken into consideration, it can be asserted that consumers consider the CSR activities of the companies when deciding whether they will purchase from these companies. Moreover, they appreciate the responsible behaviour of these companies. Gaining the trust and respect of consumers means reaching a broad group of robust consumers, which is able to lead companies to success. It can be reasonably argued that the sales of these companies will increase in this direction. Thus, the commitment of consumers can cause financial benefits to the companies.

ii. From the Perspective of Employees

As I mentioned afore, CSR involves fighting against fundamental and human rights abuses.

Fundamental and human rights are mainly rights to non-discrimination, non-harassment, health and safety and freedom of association, in the context of employment. On the other hand, according to individual employees' perception of CSR, CSR practices ensure equal and fairer relationships in the workplace56, which is defined as "organisational justice" in literature.57 When a company pays attention to those issues, the working conditions of the employees

53 Yasemin Gedik, “Corporate Social Responsibility: A Theoretical Framework on Its Definitions, History, Theories, Dimensions and Advantages”, Haliç Üniversitesi Sosyal Bilimler Dergisi, September 2020, Orcid no:

0000-0002-1166-3227

54 Ibid.

55 Yeonsoo Kim, “Consumer Responses to the Food Industry’s Proactive and Passive Environmental CSR, Factoring in Price as CSR Tradeoff”, J Bus Ethics (2017)

56 Khadija Bouraoui, Sonia Bensemmane, Marc Ohana, Marcello Russo, “Corporate social responsibility and employees’ affective commitment A multiple mediation model”, Management decision, 2019-01-14, Vol.57 (1), p.152-167

57 Deborah E. Rupp, Jyoti Ganapathi, Ruth V. Aguilera, Cynthia A. Williams, “Employee reactions to corporate social responsibility: an organizational justice framework”, J. Organiz. Behav. 27, 537–543 (2006)

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improve automatically. Thus, conducting CSR activities positively impacts the employees' behaviours and perceptions of the companies they work in.

To accomplish their goals, companies need their employees' commitment, acceptance and support for the company goals.58 It is necessary to set a certain standard for the working conditions in order to gain the commitment of the employees. In this context, CSR initiatives are helpful for employee job satisfaction59, as they improve the working conditions in the workplace. CSR actions can affect the behaviours and performance of the employees to a large extent60; in fact, scholars have started to characterise CSR with a great focus on employees' perceptions.61 Thus, they have started to regard CSR activities concerning employment as the micro-level of CSR.6263

It is shown by the studies that CSR perception of employees impacts their creativity positively.64 Furthermore, when it is approached from an organisational perspective, CSR activities and organisational justice ensure the development of positive employee attitudes and increased productivity; whilst they ensure being empowered to allocate funds, the clarity in the workplace and the alignment of individual and organisational values when it is perceived from an employee perspective.65 This does not come as a surprise, because ethical conduct of operations and organisational justice will improve the motivation of the employees. Since motivation leads to commitment66, it can be asserted that companies can keep their employees

58 Kevin W. Massholder, Hettie A. Richardson, Randall P. Settoon, “HUMAN RESOURCE SYSTEMS AND HELPING IN ORGANIZATIONS: A RELATIONAL PERSPECTIVE”, The Academy of Management review, 2011-01-01, Vol.36 (1), p.33-52

59 Jie Shen, Hongru Zhang, “Socially Responsible Human Resource Management and Employee Support for External CSR: Roles of Organizational CSR Climate and Perceived CSR Directed Toward Employees”, J Bus Ethics (2019)

60 Won-Moo Hur, Tae-Won Moon, Sung-Hoon Ko, “How Employees’ Perceptions of CSR Increase Employee Creativity: Mediating Mechanisms of Compassion at Work and Intrinsic Motivation”, J Bus Ethics (2018)

61 Herman Aguinis, Anste Glavas, “What We Know and Don’t Know About Corporate Social Responsibility: A Review and Research Agenda”, Journal of Management. 2012;38(4):932-968

62 Ibid.

63 Organizational justice is about the treatment of individuals within an organization. On the other hand, CSR is about the treatment of individuals, groups of people and the environment external to the organization. Although both has the similar concerns, the size of the area addressed by them is different. Therefore, I would suggest that the concept regarded as “micro level of CSR” implies in fact the organizational justice itself.

64 Won-Moo Hur, Tae-Won Moon, Sung-Hoon Ko, “How Employees’ Perceptions of CSR Increase Employee Creativity: Mediating Mechanisms of Compassion at Work and Intrinsic Motivation”, J Bus Ethics (2018)

65 Joan Carlini, Debra Grace, “The corporate social responsibility (CSR) internal branding model: aligning employees’ CSR awareness, knowledge, and experience to deliver positive employee performance outcomes”, Journal of Marketing Management, 37:7-8

66 Jane Collier, Rafael Esteban, “Corporate social responsibility and employee commitment”, Business Ethics: A European Review Volume 16 Number 1 January 2007

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engaged by conducting CSR activities. Moreover, when employees share the same value and goals as the company, they are more satisfied with their jobs and even more importantly, they are more committed to their workplaces.67

Apart from the examples of how CSR can affect employee commitment, it is not surprising that improving the working conditions of the employees enhances employee commitment and trust.

Taking into consideration that common CSR activities maintain the working conditions at a certain level by respecting the human rights of employees, it can be easily asserted that CSR activities lead employees to a powerful emotional connection with the companies they work in.

When employees are committed to the companies and satisfied with their jobs, they do not have any intention to quit their jobs, and this causes stability. Consequently, their productivity and efficiency will rise at the same rate. This increase in efficiency can cause economic success for the company. Furthermore, engaging with CSR activities will be helpful in attracting a qualified labour force towards the company because of the aforementioned. On the other hand, it should be stated that CSR perception of the employees is as important as conducting CSR activities.

Therefore, companies should also promote employee participation in their CSR planning.68

iii. Financial Outcomes

When it comes to financial outcomes, the important points to be discussed are shareholder value and the profitability of companies. Some resources state that engaging with CSR activities has reflections on shareholder value in the companies regardless of whether they are public or private since there is the opportunity to reach investors who are sensitive regarding social and environmental issues.69 Some authors even argue that responsible investors regard the shares of the companies that are not involved in CSR as "risky".70 In my opinion, the impact of financial values that the consumers and the employees can create cannot be overlooked. I would argue that it is not absurd to assume that the shares of a company that has gained social respect will make a profit.

67 Daniel M. Cable, Timothy A. Judge, “Person-organization fit, job choice decisions, and organizational entry”, 1996, Organizational Behavior and Human Decisions Processes, 67, 294–311

68 Jie Shen, John Benson, “When CSR Is a Social Norm: How Socially Responsible Human Resource Management Affects Employee Work Behavior”, Journal of Management Vol. 42 No. 6, September 2016

69 Yılmaz Ergüden, “Kurumsal Sosyal Sorumluluk”, İktisadi Girişim ve İş Ahlakı Derneği (İGİAD) Yayını, 2007

70 Jeffrey Hollander, Stephen Fenichell, “What Matters Most: How a Small Group of Pioneers Is Teaching Social Responsibility to Big Business, and Why Big Business Is Listening”, Basic Books (January 3, 2006)

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As a matter of fact, the number of resources that show the cause-and-effect relationship between CSR and shareholder value is quite limited. Although it is difficult to establish that there is a causation between CSR and profitability, it is set forth that there is a clear correlation between them.71 In addition, some argue that CSR is a strategic tool used by companies to manage reputational risk. Accordingly, even though it is hard to establish a direct effect of CSR performance on companies' financial numbers, CSR generates a financial value on their intangible assets, such as reputational capital.72 And thus, it provides an economic contribution to the companies. On the other hand, according to a study that is restricted by CSR activities regarding greenhouse gas and carbon emissions, companies' voluntary CSR disclosures regarding greenhouse gases and carbon emissions produce positive returns to shareholders.73 It can be inferred that voluntary green disclosure decisions reflect an appropriate balance of the costs and benefits of disclosure since the study also argues that too much or too little disclosure can be harmful to company shareholders.74 In addition, we encounter some studies which assert that companies are more likely to make a profit in case they donate their profit at a certain ratio.75 They bring forward that donating to charity will attract consumers, and thus, consumers will be willing to pay a price premium to these companies, and in case this price premium becomes sufficiently large, these companies can raise their net profits.

Moreover, according to the research, the brand value of the companies involved with CSR activities increases due to the fact that they improve their corporate image by gaining social prestige.76 The increase in the brand value leads to the increase in that company's market value, which appears as a clear financial outcome caused by CSR in any case. Companies which are not willing to comply with the CSR trend become disadvantaged in the market among others, and their brand value and sales will decrease by means of media exposure, public protest and boycotts.77

71 David J. Vogel, “Is There a Market for Virtue? The Business Case for Corporate Social Responsibility”, California management review, 2005-07-01, Vol.47 (4), p.19-45

72 Charles J. Fombrun, Naomi A. Gardberg, Michael L. Barnett, “Opportunity Platforms and Safety Nets:

Corporate Citizenship and Reputational Risk”, Business and society review (1974), 2000, Vol.105 (1), p.85-106

73 Paul A. Griffin, Yuan Sun, “Going green: Market reaction to CSRwire news releases”, Journal of accounting and public policy, 2013-03, Vol.32 (2), p.93-113

74 Ibid.

75 Paul Pecorino, “A Portion of Profits to Charity: Corporate Social Responsibility and Firm Profitability”, Southern Economic Journal 2016, 83(2), 380–398

76 Yılmaz Ergüden, “Kurumsal Sosyal Sorumluluk”, İktisadi Girişim ve İş Ahlakı Derneği (İGİAD) Yayını, 2007

77 David J. Vogel, “Is There a Market for Virtue? The Business Case for Corporate Social Responsibility”, California management review, 2005-07-01, Vol.47 (4), p.19-45

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Last but not least, a number of researches indicate that companies involved in CSR activities are able to loan on better terms78 and are more likely to get into new markets.79 Furthermore, high CSR performance can be an indicator of the type of resource that serves as a source of competitive advantage under the RBV80 of the companies since good relationships with stakeholders are difficult to establish.81 When the abovementioned discussions are taken into account, it is not surprising that a company that is expected to gain financial benefits in various ways can get a loan on better terms. Also, having considered their capacity to reach a wide group of consumers, in my opinion, there is no reason to argue that CSR has no positive effect on getting into new competitive markets. In my opinion, all these outcomes are economic values, as they can cause economic efficiency for companies.

C. Association of CSR with Steward Ownership

After having evaluated the financial values added by CSR, I now desire to discuss the financial values created by CSR by relating them to a specific governance structure named steward ownership. As I will explain, there are a number of remarkable similarities between CSR activities and the activities carried out by steward-owned companies. Starting from this point of view, I argue that responsible behaviours of companies can provide a financial return to the companies. Like steward ownership, CSR can also add financial value to companies because of its nature comprised of responsible behaviour. In my opinion, associating these with each other will strengthen the position of this thesis, which asserts that CSR can add financial value to companies to a remarkable extent.

I will first explain the notion of steward ownership. After that, I will make a comparison between the common activities of CSR and steward ownership, and lastly, I will evaluate the financial returns gained from both of them.

Before deep-diving into the concept of steward ownership, the difference between steward ownership as a corporate governance structure and stewardship should be drawn. The term

78 Coşkun Can Aktan, Deniz Börü, “Kurumsal Sosyal Sorumluluk”, İktisadi Girişim ve İş Ahlakı Derneği (İGİAD) Yayını, 2007

79 Ibid.

80 RBV (resource-based view) refers to the managerial framework used to determine the strategic resources a firm can exploit to achieve sustainable competitive advantage.

81 Mathieu Gomez, “Does CSR influence M&A target choices?”, Finance research letters, 2019-09, Vol.30, p.153 159

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