In your judgment, were the possible utilitarian benefits of building the Caltex plant in 1977 more important than the possible violations of moral rights and of justice that may be involved? Justify y
A South African Investment Note: the following case is copyrighted and may be copied and used only by current users and owners of the textbook, BUSINESS ETHICS: C ONCEPTS AND CASES by Manuel Velasquez. In April 1977, the Interfaith Center on Corporate R esponsibility announced that some of its subscribing members owned stock in Texaco, Inc. and in Standard Oil Co. of California (SoCal), and that these members would in troduce shareholders' resolutions at the next annual stockholders' meeting of Texaco and SoCal that would require that these companies and their affiliates terminate their oper ations in South Africa. The effort to get Texaco and SoCal out of South Africa was primarily directed and coordinated by Tim Smith, project director of the Interfaith Center on Corporate Responsibility. The stockholders' resolution that Tim Smith would have the Interfaith shareholders introduce at the annual meetings of Texaco and SoCal read as follows: Whereas in South Africa the black majority is contr olled and oppressed by a white minority that comprises 18 percent of the populatio n; Whereas South Africa's apartheid system legalizes racial discrimination in all aspec ts of life and deprives the black population of their most basic human rights, such a s, Africans cannot vote, cannot collectively bargain, must live in racially segrega ted areas, are paid grossly discriminatory wages, are assigned 13 percent of th e land while 87 percent of the land is reserved for the white population; Whereas black op position to apartheid and black demands for full political, legal, and social right s in their country has risen dramatically within the last year; Whereas widespread killing, a rrests, and repression have been the response of the white South African government to n ationwide demonstrations for democratic rights; Whereas Prime Minister Vorster h as openly declared his intention to maintain apartheid and deny political rights to Sou th African blacks; Whereas we believe that U.S. business investments in the Republic of S outh Africa, including our company's operations, provide significant economic support an d moral legitimacy to South Africa's apartheid government; Therefore be it resolved: tha t the shareholders request the Board of Directors to establish the following as corporat e policy: "Texaco [and Standard Oil of California] and any of its subsidiaries or affiliates shall terminate its present operations in the Republic of South Africa as expeditiously as possible unless and until the South African governm ent has committed itself to ending the legally enforced form of racism called aparthei d and has taken meaningful steps toward the achievement of full political, legal, an d social rights for the majority population (African, Asian, colored)." The resolution was occasioned by the fact that Texa co and SoCal were the joint owners of Caltex Petroleum Co. (each owns 50 percent of Ca ltex), an affiliate that operates oil refineries in South Africa and that in 1973 was wor th about $100 million. In 1975 Caltex announced that it was planning to expand its refine ry plant in Milnerto, South Africa, from a capacity of 58,000 barrels a day to an incre ased capacity of 108,000 barrels a day.
The expansion would cost $135 million and would inc rease South Africa's total refining capacity by 11 percent. Caltex would be obliged by South African law to bring in at least $100 million of these investment funds from outside the country. The management of Texaco and SoCal were both opposed to the resolution that would have required them to pull out of South Africa and to abandon their Caltex expansion plans, which, by some estimates, promised an annual return of 20 percent on the original investment. They therefore recommended that stockho lders vote against the resolution.
The managements of both Texaco and SoCal argued tha t Caltex was committed to improving the economic working conditions of its bl ack employees and that their continued presence in South Africa did not constitu te an "endorsement" of South Africa's "policies." The commitment of Caltex to improving t he condition of its employees was evidenced, the companies claimed, by its adherence to the 1977 "Sullivan principles." Early in 1977, Caltex was one of several dozen corp orations that had adopted a code of conduct drafted by the Reverend Dr. Leon Sullivan, a civil rights activist who is a minister of Philadelphia's large Zion Baptist Churc h. The Code was based on these six principles that the corporations affirmed for their plants: 1 I. Nonsegregation of the races in all eating, comfort, and work facilities. II. Equal and fair employment practices for all employe es. III. Equal pay for all employees doing equal or comparab le work for the same period of time. IV. Initiation of and development of training programs that will prepare, in substantial numbers, blacks and other nonwhites for supervisory , administrative, clerical, and technical jobs. V. Increasing the number of blacks and other nonwhites in management and supervisory positions. VI. Improving the quality of employees' lives outside t he work environment in such areas as housing, transportation, schooling, recrea tion, and health facilities. These companies agree to further implement these pr inciples. Where implementation requires a modification of existing South African w orking conditions, we will seek such modification through appropriate channels. The code had been approved by the South African gov ernment since the principles were to operate within "existing South African working c onditions," that is, within South African laws. South African laws requiring separate facilities and South African laws prohibiting blacks from becoming apprentices, for e xample, would continue to apply where in force. 2 Also, the principle of equal pay for equal work wo uld probably require few changes where blacks and whites did not have eq ual work. Caltex, however, was apparently committed to improv ing the economic position of its workers. It had moved 40 percent of its 742 black w orkers into refinery jobs formerly held by whites, although most blacks had remained i n the lower six job categories (a total of 29 had moved into the top four white-collar and skilled categories). 3 The company had also kept its wages well above the averages determi ned in studies conducted by the South African University of Port Elizabeth. A basic argum ent that Texaco and SoCal advanced in favor of remaining in South Africa, then, was th at their continued presence in South Africa advanced the economic welfare of blacks. Texaco believes that continuation of Caltex's operations in South Africa is in the best interests of Caltex's employees of all races in Sou th Africa. . . . In management's opinion, if Caltex were to withdraw from South Africa in an attempt to achieve political changes in that country, as the proposal directs, . . . suc h withdrawal would endanger prospects for the future of all Caltex employees in South Africa regardless of race. We are convinced that the resulting dislocation and hardship would f all most heavily on the nonwhite communities. In this regard, and contrary to the im plications of the stockholders' statement, Caltex employment policies include equal pay for equal work and the same level of benefit plans for all employees as well as a continuing and successful program to advance employees to positions of responsibility on the basis of ability, not race.
[Statement of Texaco management] 4 It is undeniable that the presence of foreign corpo rations in South Africa had helped to improve the real earnings of black industrial worke rs. Between 1970 and 1975, black incomes in Johannesburg rose 118 percent, while bet ween 1975 and 1980 black per capita income was expected to rise 30 percent. In a ddition, the gap between black and white incomes in South Africa had narrowed. Between 1970 and 1976, the gap in industry narrowed from 1:5.8 to 1:4.4; in construct ion from 1:6.6 to 1:5.2; and in the mining sector from 1:19.8 to 1:7.7.
5 If the flow of foreign investment came to a halt, however, the South African normal yearly growth rat e of 6 percent would drop to about 3 percent and the results would undoubtedly hit black s the hardest. 6 Unemployment would rise (American companies employ 60,000 blacks), and whatever benefits blacks had gained would be lost. Tim Smith and the Interfaith stockholders were awar e of these facts. The basic issue for them, however, was not whether Caltex adhered to th e six Sullivan principles or whether its presence in South Africa improved the economic position of blacks: The issue in South Africa at this time is black pol itical power; it is not slightly higher wages or better benefits or training programs, unle ss these lead to basic social change. As one South African church leader put it, "These [six ] principles attempt to polish my chains and make them more comfortable. I want to cu t my chains and cast them away." . .
. We must look not just at wages but at the transfe r of technology, the taxes paid to South Africa, the effect of U.S. foreign policy, and the provision of strategic products to the racist government. If these criteria become part of the "principles" of U.S. investors, it should be clear that on balance many of the corpora tions strengthen and support white minority rule. This form of support should be chall enged, and American economic complicity in apartheid ended. [Statement of Tim Sm ith] 7 In short, the issue was one of human rights. The wh ite South African government was committed to denying blacks their basic rights, and the continued presence of American companies supported this system of white rule. Nonwhites in South Africa are rightless persons in the land of their birth. . . . [The black African] has no rights in "white areas." He cannot vote, cannot own land, and may not have his family with him unless he has government p ermission. . . . The two major black political parties have been banned and hundreds of persons detained for political offenses . . . strikes by Africans are illegal, and meaningf ul collective bargaining is outlawed. . . . by investing in South Africa, American companies inevitably strengthen the status quo of [this] white supremacy. . . . The leasing of a comp uter, the establishment of a new plant, the selling of supplies to the military--all have p olitical overtones. . . . And among the country's white community, the overriding goal of p olitics is maintenance of white control. In the words of Prime Minister John Vorste r during the 1970 election campaign:
"We are building a nation for whites only. Black pe ople are entitled to political rights but only over their own people--not my people." [Statem ent of Tim Smith] 8 There was no doubt that the continuing operations o f Caltex provided some economic support for the South African government. South Afr ican law required oil refineries in South Africa to set aside a percentage of their oil for government purchase. In 1975, about 7 percent of Caltex's oil sales went to the g overnment of South Africa. As a whole, the South African economy relied on oil for 25 perc ent of its energy needs. Moreover, Caltex represented almost 11 percent of the total U .S. investment in South Africa. If Caltex closed down its operations in South Africa, this would certainly have had great impact on the economy, especially if other companie s then lost confidence in the South African economy and subsequently also withdrew from South Africa. Finally, Caltex also supported the South African government through corp orate taxes. At each of the Texaco and SoCal shareholders' meeti ngs held in May, 1977, the resolutions of the Interfaith Center on Corporate R esponsibility received less than 5 percent of the shares voted. The Caltex plant in So uth Africa completed its expansion as planned. But conditions in South Africa continued t o deterioriate for the oil industry. In 1978, the OPEC nations announced that all of the ir members had at last unanimously agreed to embargo oil shipments to South Africa. Co ncerned about the increasingly sensitive vulnerability of its strategic oil suppli es, the South African government, now under the leadership of Prime Minister P. W. Botha, responded by tightening its regulation of the oil industry. The National Suppli es Procurement Act was strengthened to give the government authority to force foreign-o wned companies to produce strategically important petroleum products. The Act also prohibited oil companies from restricting sales of oil products to any credit-wor thy customers, including any branch of government. And the Official Secrets Act made it a crime for anyone within South Africa to release any information whatsoever on the petrol eum industry or the operations of any oil enterprise. Because it was important that foreign companies rem ain in South Africa, however, the government became more receptive to the lobbying ef forts of American companies.
Business lobbying efforts were instrumental in the 1979 repeal of laws that had denied legal status to unions for Africans and of laws tha t hindered Africans from being trained or promoted for skilled jobs. Starting in the early 1980s, American businesses began lobbying for the repeal of the hated "influx contro l laws" (laws requiring black Africans within white South Africa to carry a "pass book" de tailing their residence and employer and prohibiting non-employed black Africans from re maining in white South Africa for longer than seventy-two hours) and for granting bla cks some form of political representation in the South African government. Sev eral of the social aspects of apartheid (such as the "Immorality Act" which made interracial sexual intercourse a criminal offense until 1985 and the "petty apartheid laws" w hich required enforced segregation of the races) were eventually lifted or attenuated. Although the 1977 defeat of their resolution was di asppointing, antiapartheid activists determined to press on with their battle. In May 19 83, activists introduced another shareholder resolution to be considered at the Texa co and SoCal shareholders' meetings, this time asking that Caltex not sell petroleum pro ducts to the police or military of South Africa. The managers of both Texaco and SoCal objec ted to the resolution, claiming that this new resolution asked them to violate the laws of South Africa. According to the managers, South Africa's National Supplies Procurem ent Act gave the South African government the authority to require any business to supply it with goods. Moreover, the Price Control Act of 1964 also gave the government the authority to prohibit companies from placing restrictions on the sale of their good s. The South African government had exercised this authority, the managers said, when i t earlier had "directed Caltex to refrain from imposing any conditions or reservations of wha tever nature in respect to the use, resale, or further distribution of petroleum produc ts and, also, from refusing to sell except subject to such conditions." 9 Consequently, they held, the resolution in effect asked them to commit a serious crime: "It would be a crime und er South Africa's law were Caltex- South Africa to undertake a commitment to not suppl y petroleum products for use by the South African military or any other branch of the S outh African government." 10 The Securities and Exchange Commission (SEC), which reg ulates the submission of shareholders' resolutions, agreed with the companie s. The SEC therefore allowed SoCal to remove the resolution from its proxy ballots on the grounds that the resolution might be asking the company to do something illegal. Alth ough Texaco was allowed to do the same, Texaco managers decided to let the resolution be voted upon by its shareholders. At the May, 1983 shareholders' meetings, the resolu tion received the support of 7.4 percent of the Texaco shares voted, an unusually hi gh level of support, but not sufficient to require the company to implement the resolution. Encouraged by the gradually increasing levels of sh areholder support their resolutions were drawing, the anti-apartheid forces were more d etermined than ever to press on with their efforts. In June, 1983, Bishop Desmond Tutu, a moderate black South African religious leader, had outlined four principles that he urged foreign companies in South Africa to follow. Foreign companies, he said, shoul d tell the government of South Africa that they would remain in the country only if they were permitted to (1) ensure their black workers could live with their families, (2) recogni ze black labor unions, (3) oppose influx control over labor, and (4) enforce fair labor prac tices and invest in black education.
These four principles, activists felt, went beyond the Sullivan principles because they required companies to work for change outside the c ompany. Consequently, in 1984, and again in 1985, they brought a resolution before the shareholders of Texaco and SoCal (now renamed "Chevron") that read as follows: WHEREAS, the system of apartheid assigns the non-wh ite majority of South Africa to perpetual and enforced inferiority by excluding the m from full participation in the social and economic system and political processes by which their lives are controlled, thus effectively denying them their economic and politic al rights; WHEREAS, laws such as the Group Areas Act which ass igns 87% of the land to 16% of the population and the various influx control laws which regulate the movement of blacks within the country form the basic legal structure o f apartheid; WHEREAS, Texaco Inc. [and Chevron], through Caltex, is one of the largest U.S.
investors in South Africa, with assets of approxima tely 300 million; WHEREAS, Caltex is engaged in South Africa, through subsidiaries in refining crude oil, manufacturing and blending lubricants, and marketin g petroleum products, including retail gasoline sales. Caltex holds an estimated 20 percent share of the petroleum market in South Africa. The oil industry plays an extremel y strategic role in South Africa today, and oil is deemed a "munition of war" under South A frican Law; WHEREAS, the operations of Caltex in South Africa a re subject to the National Supplies Procurement Act No. 89 of 1970, and the Price Contr ol Act No. 25 of 1964. Caltex has been given a directive under these laws that it may not refuse to supply petroleum products to any credit-worthy South African citizen or organization, and the Government has power to demand the supply and delivery of such products. The South African Government has directed Caltex to refrain from impo sing any conditions or reservations of whatever nature in respect of the use, resale or further distribution of petroleum products. Caltex cannot impose any restrictions on its sales to the military or police; WHEREAS, the size of Texaco's investment, strategic role in the economy, and sales to the military and police in South Africa invest Texa co with special social responsibility for the impact of its operations in South Africa; WHEREAS, Texaco has stated that "We believe our aff iliate is making an important positive contribution to improving economic and soc ial opportunities for its present and future employees"; WHEREAS, Bishop Tutu, General Secretary of the Sout h African Council of Churches, recently outlined several conditions of the investm ent which would enable Caltex and other U.S. companies to make such a "positive contr ibution to improving economic and social opportunities," these conditions include:
1. House the workforce in family-type accomodations as family units near the place of work of the breadwinner.
2. Recognizing black trade unions as long as they are representative.
3. Recognizing the right of the worker to sell labor w herever the best price can be obtained, calling for labor mobility, and op posing any ultimate implementation of influx control, and 4. Enforcing fair labor practices and investing massiv ely in black education and training. RESOLVED, Shareholders request the Board of Directo rs to: 1. Implement and/or increase activity on each of the f our Tutu conditions and report to shareholders annually how the Company's p resence is, on balance, a positive influence for improving the qua lity of life for non- white South Africans; Or, 2. If the South African Government does not within 24 months take steps to rescind the Group Areas Act and the influx control laws as steps toward the dismantling of apartheid, begin the process of withdrawal from South Africa. Although the resolutions failed in both years, they were again supported by a surprisingly large number of votes. By the end of 1985, it was c lear that South Africa was at a crisis point and that the pressure on companies would cont inue. 11 Hundreds of blacks had been killed in the unrest that had erupted in September 1984 when a new constitution had established a three-part government with representa tion for whites, Indians, and coloreds, but not for blacks. In 1985 martial law was imposed on the country. Freed from the fear of civil restraints, the police brutally abused bla cks. Thousands were imprisoned without charges, dozens were shot and killed in "incidents. " Black townships assigned as living areas for blacks in white South Africa became dange rous "no go" areas for whites. The press and television were banned from photographing "any public disturbance." The economy was undergoing a severe recession. Sporadic black boycotts of white businesses broke out. Black unemployment climbed to 35 percent , while the costs of basic goods and services rose sharply. In an effort to show that bl ack Africans were not completely disenfranchised, Prime Minister Botha had earlier e stablished elected community councils to govern the black townships. But in most townships council members were forced to resign under pressure from other blacks w ho held that the councils were a cover for the basic fact that blacks still had no politic al rights in the three-part government that had been imposed on them. Several major Western nations imposed economic sanc tions against South Africa, and Western banks began to refuse to renew loans to pri vate companies as they came due.
The South African government responded by imposing a moratorium on the repayment of its foreign debt on September 1, 1985. The governme nt also announced that foreign companies wishing to sell their assets in South Afr ica would have to be paid in "financial rands," special currency that could not be converte d into a foreign currency unless another foreign investor wanted to buy the South Af rican assets. It thus became more difficult for firms to leave South Africa. 1Jack Magarrell, "U.S. Adopts Stand on Apartheid: Ba cked on Many Campuses," The Chronicle of Higher Education, 12 March 1979. 2See Herman Nickel, "The Case for Doing Business in South Africa," Fortune, 19 June 1968, p. 72. 3Investor Responsibility Research Center, Analysis E Supplement No. 9, 7 April 1977, p.
E 114. 4Texaco Proxy Statement, 1977, item 3. 5Nickel, "Doing Business in South Africa," p. 64. 6Ibid., p. 63. 7Timothy Smith, "Whitewash for Apartheid from Twelve U.S. Firms," Business and Society Review, Summer 1977, pp. 59, 60. 8Timothy Smith, "South Africa: The Churches vs. the Corporations," Business and Society Review, 1971, pp. 54, 55, 56. 9Investor Responsibility Research Center, Inc., Corporate Activity in South Africa, 1984, Analysis G, supplement no. 2, April 10, 1984. 10The Corporate Examiner, vol. 14, no. 5, 1985, p. 2. 11Investor Responsibility Research Center, Inc., U.S. Corporate Activity in South Africa, 1986 Analysis B, 28 January 1986.
