Closing the Governance Gap in Joint Ventures

Research Feature

Businesses are increasingly partnering to meet their strategic objectives — but neglecting governance puts JVs and their shareholders at risk.

James Bamford and Geoff Walker

Reading Time: 22 min

Michael Austin/thespot.com

Companies are entering into joint ventures at an unprecedented rate. Across a wide range of industries, firms are using JVs and other partnerships as a way to make their businesses more sustainable and to gain access to capabilities, capital, and scale. Pepsico recently entered into a joint venture with Beyond Meat to develop and market sustainable protein-based snacks and beverages. General Motors has entered into more than 10 JVs in the past two years alone, including one with Plug Power to develop hydrogen fuel cells for light commercial vehicles. Globally, the number of material new JVs has more than doubled in the past two years, outstripping merger and acquisition activity during the same period.1

While JVs make meaningful contributions to corporate revenue and can enable new growth strategies, they also increase their shareholders’ risk exposure, often in ways that are hard to manage; this is especially true of ventures that are not majority owned or controlled. Over the years, joint ventures have been at the center of numerous corporate scandals, missteps, and catastrophes, including bribery schemes, antitrust violations, environmental incidents, worker and public health and safety breaches, and human rights violations. 2 And as large global companies seek new capabilities through JVs, many choose nontraditional partners — industry disrupters, venture-backed startups, sovereign wealth funds, and state-owned enterprises in less-developed countries — which makes managing risk via good governance even trickier and more important.

However, despite joint ventures’ importance and risks, the governance of most is not good — and executives serving on their boards recognize it. When we asked JV board directors and CEOs from more than 250 JVs about the governance of the joint ventures they oversee and run, less than 10% viewed them as high performing, while almost half saw them as weak. More tellingly, when we closely examined the underlying policies and practices of governance in large joint ventures — including the tenure, time commitment, independence, and training of directors, as well as board preparation and the management of conflicts of interest and competitively sensitive information — we saw significant gaps. Our in-depth investigation of more than 100 joint ventures around the world shows that the median JV has in place barely 50% of the basic practices of good governance.

References

1. L. Fernandes, S. Sivakumar, T. Branding Pyle, et al., “Ankura Joint Venture Index: First Quarter 2022” PDF file (Washington, DC: Ankura Consulting, May 2022), https://jvalchemist.ankura.com .

2. The Macondo (Deepwater Horizon) oil spill in the Gulf of Mexico occurred in a BP-operated joint venture in which Mitsui and Anadarko were non-operating partners. In China, an infant formula JV, in which New Zealand-based dairy giant Fonterra was a minority partner, manufactured contaminated milk that caused several deaths and thousands of illnesses. Kirin is currently trying to extract itself from two brewing joint ventures in Myanmar in which its partner is affiliated with the country’s military junta.

Acknowledgments

The authors would like to thank David Ernst, Tracy Branding Pyle, Lois D’Costa Fernandes, Molly Farber, Michal Kisilevitz, and Joshua Kwicinski for their contributions to the thinking and data in this article.