The Royal Bank of Scotland’s latest IT fiasco gave us an informative broadcast sound bite, the flustered and irate depositor who “could not withdraw my own money”. If there was ever any doubt on ownership, this clearly resolves it. All of the holders of corporate liabilities have valid ownership claims. The issue becomes one of degree.

Creditors may have limited rights in the course of ordinary trading by a company, which covenants and warranties serve to protect, but with corporate distress, they can rule the roost. In some regards, the priority of their claims gives creditors a superior claim to ownership of company assets. Property rights over a resource merit far more thought than their elementary listing: the right to choose the use, the right to the services of, and the right to free exchange of the resource; many different degrees of ownership can co-exist within a company’s capital structure. It is clear that the issue of ownership and influence over the directors and governance of a company involves a complex co-ordination problem between classes, and their members, of owners, which is far from the simple principal and agent world of Jensen and Meckling.

Moreover, the question of ownership goes much further. In much the same way that commerce can give rise to intangible assets, a company can have intangible liabilities, from which the stakeholder view of governance emerges. Trust is a fundamental component of these intangible, informal “contracts”.

In the wake of the crisis, some have argued for a return to previous forms of institutional organisation, the partnership, mutuality and state ownership, some for a plurality of institutional forms. While these may resolve some of the co-ordination issues, they bring with them other difficulties; a partnership interest may not usually be sold without the consent of the other partners. In large part, the decline of the partnership appears to have resulted from the perceived need for scale and external capital resources. In retrospect, demutualisation appears to have been little more that a fad, principally benefitting insiders.

Transparency is often advanced as a panacea in the trust and governance debates; with requirements for more and more disclosure to ever-wider “stakeholder” groups. But, ever more disclosure does not ensure any increased comprehension by these interest groups, and can even serve to inform rivals. Moreover, disclosure requirements can result in perverse behaviour. To quote Onora O’Neill; “Misplaced transparency requirements can damage good work on policy, sound management, institutional integrity, and even democratic process.” and “...this sort of transparency is not always a necessary and never a sufficient basis for accountability to wider publics.” In the pathological limit of total disclosure and transparency, trust may become redundant.

The accompaniment to this has been the imposition of a culture of management accountability. While not in itself objectionable when applied intelligently, all too much has not been – targets and proxies chosen that poorly reflect the real services and products produced – the process of accountability management impinging upon the process of production - and targets being subjected to manipulation. It is important to recognise that these processes of accountability and audit shape the processes and practices of the institution. The monitors come to dominate the productive workers. In this world, regulatory oversight reduces to control of control systems. Such systems displace rather than bolster trust, and trust is needed by them if infinite regress (overseers of the overseers of the overseers etc.) is to be avoided. This is not to say that high quality systems of accountability cannot be devised; the required attributes are clear – they should be informed, independent and intelligible. However, we need to recognise that systems of accountability and audit are about what a firm has done, and not about how that firm does its business, which is the province of corporate culture and business ethics.