Trevor Deupree, Brent Luckey, Soaiba Madani, Sami Reme, Chelsea Rolland, Tayyaba Tariq,
University of Texas at Dallas 1 Table of Contents:
1. Abstract .. 2 2. Company Overview . 2 3. Problem Statement ... 3 4. Glencore International PLC . 3 5. Xstrata AG 4 6. The Acquisition 4 7. History of Unethical Behavior ..6 8. Tax Evasion ..7 9. Global Controversies 7 10. Integrating both companies 9 11. Improving Transparency Subsidiaries ... 9 12. Improving Foreign Communities...11 13. References .14
University of Texas at Dallas 2 Abstract:
Glencore Xstrata is a multi-national corporation (MNC) involved in mining and trading natural resources that formed from the merger of Glencore International PLC and Xstrata AG. In this case study, we will discuss how these two companies can integrate with different ways of doing business and how Glencore Xstrata can improve its reputation to stay competitive internationally. Currently, the company has ongoing problems in some of the countries that they operate in, such as Colombia and Congo. They must accept responsibility for any damages they have caused in emerging economies in order to improve relations abroad and improve their international image. Company Overview:
Finalized in May, 2013, the acquisition between large commodities trader Glencore and mining giant Xstrata has been one of the biggest mining takeovers in recent history. Both companies had a history of working together for years, but finally decided to combine into a single multinational mining company. Before the acquisition, Glencore International AG was involved in producing, marketing, and distributing energy, agriculture, and metal commodities, while Xstrata focused more on the production of base and platinum metals (Bell). Together, Glencore Xstrata is one of the world's largest natural resources companies that produces and supplies over 90 commodities (Charles Watenphul, 2012). Their diversified operations comprise of over 150 mining and metallurgical sites, offshore oil production assets, farms, and agricultural facilities" (SouthAfrica.info, 2013). The company has more than 190,000 employees who work in three business segments: metals and minerals, energy products, and agricultural products. Unfortunately, since the companies have merged, many internal and external issues have arisen for Glencore and the community. Although the two companies share similar markets, University of Texas at Dallas 3 the methods of doing business conflict due to differences in ideologies, ethics, and morals. Problem Statement: Combining big businesses and multinational corporations does not always work as well as planned. After the recent merger between Glencore Xstrata, competing ideas on how the business should be run has created various problems internally and for others in the international community. For instance, there has been pollution in the rivers of Congo and displacement of Colombian villages from mine operations. As a MNC, these companies require more responsive behavior when operating in emerging economies. Glencore Xstrata needs to carefully plan and communicate their messages to other countries if they wish to dominate emerging economies and undeveloped territories. If they do not make a change, they risk not being able to succeed as a successful alliance and will not be able to bring shareholders the returns they desire. In order to ensure success, Glencore Xstrata will have to work out their differences regarding the two different strategies they have adopted. Since Glencore Xstrata has merged, its important to answer the questions, how can this MNC develop and/or change their company reputation to stay competitive internationally? and how can these two companies integrate with different ways of doing business to promote their business around the globe? Glencore International PLC: Glencore International PLC was originally founded in 1974 by Marc Rich and his coworker Pincus Green in Switzerland. It began by the name of Marc Rich Co AG and was later renamed Glencore International in 1994 after a management buyout. It started off as a marketing company for minerals, metals, and crude oil, but later expanded operations to include the trading of energy and agricultural products. Glencore International PLC has been a dominant player in trading copper, coal, aluminum, nickel, iron ore, and zinc. In recent years, these products have University of Texas at Dallas 4 been widely distributed and are used by international customers in automobiles, mobile phones, and other popular consumer goods. Glencore International PLC prefers to operate a business model with partially owned subsidiaries. However, in recent years, it has taken steps to increase its direct mining operations to include the production process with the acquisition of Xstrata AG (Glencore Xstrata, 2014). Xstrata AG: Xstrata AG was established in 1990 as an Anglo-Swiss multinational mining company. Xstrata, like Glencore, primarily operated in the natural resource sector but focused more on producing minerals such as coal, copper, and nickel. Xstrata, before being acquired by Glencore International, had resource mining facilities in Africa, Asia, Australia, Europe, North America and South America. Unlike Glencores business model, Xstrata focused more on managing the production of natural resources while Glencore concentrated more on marketing and distributing materials to consumers. The Acquisition: The merger of Glencore and Xstrata brought tremendous value to both companies. Combining Glencores trading capabilities with Xstratas mining expertise created the worlds fourth largest mining and natural resource company with a total market value of $41.21 billion (Google Finance, 2014). Together they employ over 130,000 employees in 40 countries across the world. This merger gave the company significant influence and political power around the globe. In fact, some say they have abused this power. Many communities living near the companys foreign facilities have claimed that Glencore Xstrata and its subsidiaries bribed public officials in order to secure new deals. This way of doing business has negatively impacted Glencore Xstratas reputation and contributed to the unpopular opinions that people have against University of Texas at Dallas 5 this company (BBC News Business, 2013). Even though the merger was profitable for shareholders, Glencore Xstrata has recently reported to investors a $7.4 billion net loss for 2013, which increases the risks this MNC will face in the future (Macdonald, 2014). Before the acquisition, Glencore wanted to expand its control over multiple steps of the supply chain and specifically assert more control over the production process. Adding Xstratas mining assets to Glencores trading expertise led Ivan Glassenberg and other executives at Glencore Xstrata to believe that they could increase efficiency by acquiring a firm that operates in the same industry. Although the merger sounded good at first, the two companies have struggled to achieve their goal as an industry leader because the trading and marketing expertise of Glencore doesnt reflect the mining expertise of Xstrata. The differences in competing business strategies between Glencore and Xstrata shows how difficult it has been to make the integration successful no matter how similar the other company may be. Glencore believed acquiring Xstrata would benefit both sides and lead to exponential growth. However, Glencore Xstrata has had a hard time integrating because of the cultural and ethical differences between the two entities. This has translated into executives and employees focusing more on competing against each other rather than outside firms. According to an interview from Financial Times, former Xstrata CEO, Mick Davis, expressed his doubts by stating that the two companies have a fundamental difference in culture (Nisen, 2013). Davis goes on to say that this acquisition was no longer an alliance, but a takeover (Nisen, 2013). A History of Unethical Behavior: Questionable ethics have plagued Glencore for years. Glencore Xstratas founder, Marc Rich, has a long history of evading authorities and hiding company secrets. During the 1980s, University of Texas at Dallas 6 Marc Rich was accused of tax evasion and fraud in the United States, and at one point he was named one of the FBIs most wanted white-collar criminals. Glencore Xstrata has also been accused of smuggling aluminum and other key elements to Irans nuclear program, despite an international embargo against trading with Iran. Glencore Xstrata, despite its newly acquired mining facilities (via Xstrata), prefers to operate a model with partially owned subsidiaries. Many times these subsidiaries are located in some of the most rural areas in the world. Although Glencore Xstrata usually has 50-90% equity in these subsidiaries, it prefers to take a hands-off approach in managing these firms to help guard its reputation from the negative side effects. This allows Glencore Xstrata the freedom to deny involvement in unethical behavior such as using child labor for profits, providing inhumane working conditions, and polluting the environment in remote areas of the world. Although Glencore Xstrata holds majority ownership in many of its subsidiaries, they fail to make these companies adhere to their same corporate standards. After investigating Glencore Xstratas fundamental principles and what they value as a company, it is clear that while the rhetoric might sound good to shareholders, they operate in denial when it comes to doing business abroad. According to the Glencore Xstrata Corporate Sustainability Report in 2013, they mention that respecting the cultures and countries that they operate is their number one priority. They state that they are active in improving the areas around their operations and even include a formal grievance system to acknowledge complaints. It is impossible to verify the claims made by this MNC with the general information provided in the Sustainability Report. They fail to offer any statistics to how they improve the areas they operate in and neglect to show how their money is put to use.
University of Texas at Dallas 7 Tax Evasion: By having so many partners and subsidiaries around the globe, Glencore has the ability to transfer and move profits around easily without much detection from authorities. They can conceal how much money is coming out of one subsidiary by transferring either product or cash to another subsidiary. Since the transfer of cash is mostly internal and they operate in areas that lack formal regulatory systems, Glencore is rarely held responsible. However, the negative effects of tax evasion on emerging communities is clear. Developing economies, especially in Africa, are some of the poorest in the world and Glencore does everything to ensure that their profits flow back to them directly. By hiding the amount of product they are mining from the foreign authorities or by selling their products below market value to other partially owned subsidiaries provides very little to improve the way of life in the host countries. Global Controversies: Glencore Xstrata owns many mines that are located in a number of host countries. In order to create mines, land needs to be bought and cleared for construction of the facilities to refine the natural resources into usable materials. However, in the countries of Colombia and the Republic of Congo, the land needed to build these mines are/were currently inhabited by local tribal villages who have resided on the land for hundreds of years. In order for the mines to begin the initial crack of the ground, they have to somehow move the villagers from the land. Unfortunately, there is no normal or standard ethical way to do this. In Colombia, Glencore Xstrata partly owns a subsidiary named, Cerrejon Coal, whom is an operator of the large Cerrejon coal facility. They are in last-ditch negotiations with families in the village of Old Roche, aimed at relocating families so that the mine can expand (Solly, 2014). The families, from the village of Old Roche, are asking the coal giant to give them a University of Texas at Dallas 8 lateral transition to new farmland where they can continue their way of life. They also seek compensation for the effects of pollution from the movement of mine production. In the Republic of Congo, Glencore Xstrata (with partner Zanaga Iron Ore Co.) acquired a vast iron mine. Once again, in order to obtain the land to build these mines, they displaced Congo villages. Also, when they built the mines, they contaminated villages all along the Luilu River with pollution from the waste released from the Glencore Xstrata iron refinery. When processing these materials, Glencore Xstrata combines the ore minerals with acid to free up the copper. Due to unstable regulations, Glencore Xstrata pumps the heavily acidic waste into the Luilu River. One local resident complained: "Fish can't survive the acid. Glencore lacks any respect for people. No one would do that to another human being" (Sweeny, 2012). The pollution was so toxic that, a Swiss NGO tested the acidity of the wastewater and found a pH value of 1.9, where 1 is pure acid and 7 neutral (Sweeny, 2012). Glencore Xstrata is a dominant player in the mining industry and has developed a negative reputation through their foreign practices. The displacement of rural villages with lack of compensation and pollution of natural resources has contributed to a poor international image, which will affect future mining projects and potential profits. The cultural and ethical difficulties surrounding the recent acquisition of Glencore and Xstrata have shown the importance of sharing the same organizational structure and values. The merging of two companies in the same industry does not always imply that they will work well together. Integrating both companies: Most corporate acquisitions that are unsuccessful can be traced back to cultural differences. After a merger, the size of the company increases, there are often two different languages, and a different medium of communication exists. We recommend that Glencore University of Texas at Dallas 9 Xstrata encourage a smooth collaboration between the employees from both companies. A newly developed shared culture should be established and promoted. To make collaboration smoother, we suggest that employees from both organizations focus on creating a new work environment that seeks to improve their reputation and efficiency rather than competing internally for how the business should be run. This step would help employees bond together and would increase the likelihood of a successful acquisition. Before the acquisition, there was a need to define the development of a new culture that shows the vision of the organization. After defining a culture, it is important to identify the gaps between the employees and the actions required to eliminate the gaps. This becomes a gain some, lose some situation where if the company wants to gain something, they have to sacrifice something. They need to take all cultural and business differences into account and develop a comprehensive plan that will help achieve desired success. Although many factors impact the success and failure of a business, internal problems should be the easiest to control but can also cause the most trouble. Improving Transparency with Subsidiaries: As discussed earlier, Glencore Xstrata prefers to operate a business model with partially owned subsidiaries in which they fail to recognize that their partners are affiliated with Glencore. After reviewing their Sustainability Report, this MNC needs to improve their transparency with these documents if they wish to begin cleaning up their reputation. The report is very long and detailed but offers no statistics or facts that can be independently verified. The first step to improving transparency is to agree to voluntary international inspections. We propose that Glencore Xstrata allow independent organizations to inspect their operations to help improve public perception. The first organization is the Initiative for Transparency in Extractive Industries (ITEI). This initiative is for companies in the natural University of Texas at Dallas 10 resource sector that will voluntarily reveal how much money they give to governments in the areas they work. Among the industry leaders in natural resources, many of the top companies encourage incorporating voluntary dialogue with stakeholders to help give back to the areas they have effected from their operations. Joining ITEI will enhance Glencore Xstratas image and help define more details about how and where their money is put to use. Also, the company must build trust by filing accurate financial statements that can be verified by the public. Our second recommendation is to formally recognize the Convention of the International Labor Organization. This international organization is one of the worlds most widely recognized labor and environmental standards. Even though Glencore claims to have accepted the Convention of the International Organization policies, they offer no direct statistics to confirm these practices. This MNC does claim to have policies and management systems in place that are stronger than the international norm, but offers no evidence to support these programs. In order to improve company culture and ethics, Glencore Xstrata will need to do more than the bare minimum. They must reveal information that shows why their company is safer and how they help others more than their competition. By allowing independent organizations to inspect foreign operations and upholding standards better than the international norm, this company has the ability to attract new customers and give future host countries more confidence in Glencore Xstrata. Improving Foreign Communities: In order to help improve this MNCs reputation, Glencore Xstrata should invest in facilities that hire local villages and use their land to create renewable resources with their crops. This would show that the company is stepping up proactively and that it cares about the living conditions of the local communities. Being proactive means to actively take steps in accepting University of Texas at Dallas 11 responsibility and going above and beyond the normal call of action. With the establishment of these community-based facilities for local indigenous tribes, Glencore Xstrata has the ability to form mutual partnerships with the people, in which everyone benefits. By allowing the native people to live at these facilities and continue farming their preferred crops, Glencore Xstrata could potentially benefit by entering into new markets with the commodities they produce. In return, local citizens would have access to food, shelter, and electricity. Glencore Xstrata should pursue renewable energy resources with the new crops such as ethanol, electricity and petroleum to help enter into new markets. By entering into new markets, Glencore Xstrata will gain a seemingly new clean energy reputation that will revamp their tarnished reputation. Considering the development of the facilities for the local villages, Glencore Xstrata will be able to negotiate the use of the locals crops for non-subsistence use. The facilities will not only be the site for mining coal, copper, cobalt, and iron, but rather a site to bring turning crops into renewable resources. Also, with these facilities (depending on their locations), Glencore Xstrata can also begin to utilize solar energy. For example, since Colombia is located near the equator, they receive more sunlight than other countries it operates in. Combined with a constant temperate climate, sustained solar power is possible. In these same areas, wind renewable energy also has a strong potential of being utilized. With these facilities, there is strong need for research and development (R&D). Since Glencore Xstrata works mainly on a subsidiary model, they could create a new subsidiary model that is focused in new renewable energies and R&D in the future. This company will need innovative engineers, scientists, and managers to expand and generate future products that can develop better methods for crop production. With this, Glencore Xstrata can also help foreign countries grow their citizens human capital and national economy (such actions have been University of Texas at Dallas 12 avoided by Glencore Xstrata in the past.) Finding the initial group of engineers, scientists, and managers should not be hard to find, since Glencore Xstrata is based in Switzerland; home of some of the worlds most sought after employees in these fields. By entering into these new markets, we propose that Glencore use 5% of new potential profits gained through these facilities to give back to the people they have hurt while doing business. With the entry into new markets, this company has the ability to gain market share and increase future profits and investments. The new strategy of business can benefit both local villagers and Glencore Xstrata. Currently, Glencore Xstrata claims to have an estimated 28% of profits from foreign operations from Africa invested into African communities. However, it is hard to independently verify that these claims are correct because Glencore Xstrata does not provide the proof of where their money is invested (Glencore Xstrata, 2013). With the establishment of these new facilities located in or near the communities they work, Glencore could take full control of their reputation by showing potential shareholders that they are being proactive in trying to establish a mutual relationship between local villagers and this MNC. There are many investment firms and individuals that only invest in ethical businesses and ones that promote honest practice. By trying to be more proactive with its partners in showing they are a more ethical company, this MNC could improve on their negative public image and attract new investors. Although Glencore Xstrata has made no effort in the past to compensate the villagers for the harm they have caused, it would be beneficial for them to own up to their mistakes and provide compensation for their damages. By putting in place environmental measures and health and safety programs, Glencore Xstrata has a unique opportunity to deliver meaningful social and economic value to all of the communities it serves. They have the possibility to establish University of Texas at Dallas 13 sustainable health for those populations by providing food and water supplies that will make a lasting impact on the capabilities and skills of workers. As the world moves closer to being fully globalized, it will be critical to be more transparent in their corporate policies and practices. The business world is becoming increasingly more competitive. Those firms that are careless and do not own up to their mistakes will continue to decline. However, the firms that treat their customers and business partners fairly will prosper in the future.
University of Texas at Dallas 14 References 1. Arajo, Armando P. "MAC: Mines and Communities." Further Urgent Action on Crisis Involving Exxon in Colombia. Mines and Communities, 12 Aug. 2001. Web. 15 Feb.2014. <http://www.minesandcommunities.org/article.php?a=169>. 2. Bell, Terence. "Company Profile: Glencore International AG." About.com Metals. N.p., 2014. Web.18 Feb. 2014. Company Profile: Glencore InternationalAG. http://metals.about.com/od/suppliersbyname/a/Company-Profile-Glencore-International- Ag.htm 3. Gigon, Ariane."Villagers Give Glencore Tax to Affected Nations." Swissinfo.ch. Swiss Broadcasting Corporation,11 Dec. 2013. Web. 15 Feb. 2014. <http://www.swissinfo.ch/eng/swiss_news/Villagers_give_Glencore_tax_to_affected_nat ions.ht ml?cid=37494884>. 4. Google Finance. https://www.google.com/finance?q=LON:GLEN 5. Macdonald, Alex. Glencore Xstrata Swings to Net Loss. The Wall Street Journal. Dow Jones and Company. 4 Mar. 2014. Web. 24 Mar. 2014. 6. Nisen, Max. Glencore Finishes Takeover of Xstrata. Financial Times. n.P., 28 Jan. 2013. Web. 24 Mar. 2014. 7. SAinforeporter. "SouthAfrica.info." Glencore Xstrata's Vote of Confidence in Africa. N.p., 14 Nov. 2013. Web. 20 Feb. 2014. 8. Solly, Richard. "British-owned Coal Mine Threatens to Evict Villagers in Colombia; Right-wing Paramilitaries Threaten Death to Anyone Standing in Mining Companies' Way." London Mining Network. London Mining Network, 17 Aug. 2013. Web. 11 Mar. 2014. University of Texas at Dallas 15 9. "Sustainability." GlencoreXstrata. N.p., n.d. Web. 23 Apr. 2014. 10. Sweeney, John. "Mining Giant Glencore Accused in Child Labour and Acid Dumping Row." The Observer. Guardian News and Media, 15 Apr. 2012. Web. 12 Mar. 2014. 11. Watenphul, Charle. "At a Glance." GlencoreXstrata. N.p., 2013. Web. 14 Feb. 2014. <www.glencorexstrata.com/about-us/ataglance/>