By Ralph Nader
September 2, 2021
Let’s say you’re looking to invest some savings in the expanding micro-chip industry and a friend hands you the 2021 Annual Report of the Delaware (chartered) Corporation, Microchip Technology, a firm based in Chandler, Arizona. You’re a studious type and want to know what the company is producing before deciding if becoming a shareholder-owner is for you.
The Annual Report is a weighty 200 pages. You start reading. “This past fiscal year has been a year of remarkable performance and resilience for Microchip” …. “Microchip was able to achieve records for net sales…. It was heartening to see the ‘One World, One Microchip’ spirit of our employees.”
But what does Microchip produce, make, manufacture, innovate, distribute, impact, and for whom in particular? You still can’t find out but there are plenty of pages to go. After telling me briefly about their diversity and sustainability goals, the company zeroes in on the management’s proposals that it wishes shareholders to approve. It is all pretty routine stuff: they include the election of directors, a two-for-one stock split, restatement of its Equity Incentive Plan, ratification of their public accounting firm, Ernst & Young, then on to the “Approval of Executive Compensation.”
All this took the report to page 33 and still nothing about what the company actually does. Then the executives running Microchip get down to THEIR business at hand, which is the money they want to be paid. Thirteen pages are devoted to “Executive Compensation,” 16 pages to “compensation of named executive officers,” another four pages on the “Equity Compensation Plan Information” and “Code of Business Conduct and Ethics.” Still nothing about the company’s reason for being.
Suddenly, the Annual Report moves into the land of mind-numbing appendices totaling about 130 pages so abstruse they cannot be summarily described in the Table of Contents.
I moved through the pages warily. Appendix A covers amending the certification of incorporation, followed by an amendment certificate regarding preferred stock, then thirteen pages on the 2004 Equity Incentive Plan mostly for the top brass. Then comes 58 pages containing the usual Form 10-K mandated by the Securities and Exchange Commission (SEC).
The SEC is supposed to protect investors. The first section of this compulsory Form 10-K finally tells us that “We develop, manufacture and sell smart, connected and secure embedded control solutions used by our customers for a wide variety of applications …. Our broad product portfolio is a Total System Solution (TSS) for our customers that provide a large portion of the silicon requirements in their applications.” Hmmm.
Then suddenly in one long sentence, Microchip slides down its abstraction ladder and exposes itself. “Our synergistic product portfolio empowers disruptive growth trends, including 5G, artificial intelligence and machine learning, Internet of Things (IoT), advanced driver assist systems (ADAS) and autonomous driving, and electric vehicles, in key end markets such as automotive, aerospace and defense, communications, consumer, data centers and computing, and industrial.”
Whoa! Many questions arise as I read on for elaborations of these “disruptive growth trends.” There is a list of products such as medical devices and smart meters containing Microchip’s chips and some mention of product lines, its outsourcing of much of its wafer fabrications and then it is on to SEC disclosure requirements about all boilerplate risks to their operations, whether real or hypothetical for some 19 additional pages. More pages about risks, micro-financial statements regarding subsidiaries, exhibits, consolidated balance sheets, income statements, and then detailed notes to these Financial Aggregations. The Report’s final pages end with ever more micro-data of interest to accounting specialists and the cautious SEC.
Company annual reports are obviously self-congratulatory. They, of course, claim they care for the environment, are in compliance with laws, and sensitive to their “human resources” otherwise known as their workers. But one would never know of any serious problems affecting their products that “empower disruptive growth,” the downsides of how these products are used in such new forays as little questioned 5G, unreliable autonomous cars and unlawfully launched weapons of mass destruction, plus the onrushing automation of all human life.
Nothing along these downstream lines concerns Microchip’s leaders who seem OK with ‘we’re just following chip orders.’ The SEC goes along by not requiring different qualities of disclosures and greater shareholder rights. After all, Microchip is only a chip and wafer dispensary, just like the earlier manufacturers of screws, nails, and adhesives. It is as if it is all only a difference in degree instead of major differences in kind for the human race and its exploited natural world.
Microchip knows far more than it is telling. Just like other companies in its industry. “Mums” the word. There are no reflections; it is only about dollars. The Annual Report is telling shareholders to just stick to their monetized appetites and watch the stock split, which makes them feel better along with their 1% dividend.
Not all companies leave their shareholders so deprived of their companies’ information and special forebodings. Publicly held firms such as Interface, Ben & Jerry’s, the early Body Shop, and former Midas Muffler, spoke to the wider ranges of corporate obligations beyond the bottom line.
However, most corporations, especially giants like Apple and ExxonMobil, want it both ways. They want to be viewed legally as “persons” to receive all the constitutional rights as do real human beings, in addition to their added immunities and privileges as enormous powerful artificial entities. Yet they then constantly behave as if they are just amoral (some would say immoral) entities sworn to only maximize profits for shareholders. Why then have the bosses stripped their companies’ owners of almost every power except to say yes to management?
Maybe someday, the giant institutional shareholders – Blackrock, Vanguard, Fidelity, and the large pension funds, etc. – may start treating the companies they invest in by standards and expectations accorded to their purported status as “persons.”
The skeptics may reply: “why should they, they’re large top-down corporations too.”
True enough. The change will come from the people through controlling their Congress. It takes one percent or less of voters, organized in congressional districts and reflecting public opinion, to get things accomplished. Basic corporate reform is difficult but easier than you think. (See, Breaking Through Power: It’s Easier Than We Think).