GOVERNANCE OF INTERMEDIARY NETWORK ORGANISATIONS:
                  A STUDY OF UNIVERSITY COOPERATIVE BUSINESS  ASSOCIATIONS IN JAPAN
                Yashavantha  Dongre 
              Creating Network  Organizations, either for achieving economies of scale in business or for  promotional and lobbying activities has been practiced by economic enterprises  for a long time.  Cooperative enterprises  are no exception to this.  Depending on  the needs of changing times, there have been organizational innovations among  the cooperative enterprises all over the world resulting in network  organizations such as Federations, Consolidations and in many cases Mergers and  Acquisitions at national and regional levels.   There have been examples of more loosely knit formal or informal  networks such as consortiums, purchase networks, supply chain networks,  marketing networks etc.
              Network  organizations have attracted lot of academic interest over the years.  But most of this interest seems to be  centered on assessing the merits and demerits of such organizations in terms of  business efficiency, economies of scale, benefits to member organizations,  costs, capital mobilization, competitive ability etc.  In other words most studies focus on  cost-benefit analysis of network organizations.   The dearth of studies on governance practices of network organizations  is conspicuous in these days focused on corporate governance and sustainable  businesses.
              Kurimoto’s study  (2008) on network governance prepares a perfect ground to examine the  governance challenges of cooperative network organizations.  His analysis related to cooperative  consortiums created by the Consumer Cooperatives in Japan throws light on how  network organizations move increasingly towards hierarchical structures due to  increased competition and how there exists problems in decision making process  due to dual board structures.  Another  study on governance of third sector organizations in Japan (Dongre &  Deguchi, 2010) has used a more holistic conception of governance but its focus  is more on nonprofit organizations (NPOs) and more specifically on legal and  cultural dimensions of governance.   Therefore, there is a need to build on the findings of these studies by  examining in detail, the governance process and the critical dimensions of  governance challenges.  Towards this end the  author proposes to use the conception of governance used by an earlier study on  governance of third sector organizations of which he was a part (Hasan &  Onyx, 2008).  The key elements of good  governance according to this study includes Autonomy (of constituents) Transparency  (participatory decision making and communication with stakeholders),  Accountability (shared responsibility and conflict resolution) and Democracy (leadership  and shared goals).  It is worth examining  how cooperative consortiums deal with these governance challenges.  The University Cooperative Business  Associations (Consortiums) of Japan are used as case example to examine the  above issues.
               
               
              1. THE CENTRALITY OF GOVERNANCE
              The  Importance of governance structure and process in the context of network  organizations has been emphasized by many scholars.  It is said that network organizations “are  different from markets because they employ a wider set of coordination  mechanisms, and are different from firms because they keep (at least some)  property rights separated” (Langlois and Robertson 1995). It has also been  argued that “the management and organization of inter-firm relations needs a  more fine-grained analysis of what the coordination mechanisms applicable and  applied to inter-firm-relations governance are (Grandori and Soda 1995).  In the context of good governance of network  organizations it is held that “rules, codes and standards need to be completed  and made more fair by negotiation, and social control on performance need to be  put in place (Grandori, 1999).  Basu and  others have emphasized that network organizations are “embedded in networks of  relations with their stakeholders and these stakeholders in turn have relations  among each other, resulting in networks that can both enable and constrain the  focal organization. The topology of each network is much more complex than a  mere collection of dyadic ties, which results in more interactions and also  more complex interactions between network members. As the complexity of interaction  in a network increases … crucial issue of a smart business network becomes its  governance.” (Basu et.al., 2005)
              Governance  of network organizations has to “address problems of conflicting interests  between its stakeholders, problems of joint interests, as well as problems of  bounded cognition. Situations with conflicting interests require alignment of  incentives (by allocating ownership, control, and income rights) to a certain  extent. A special feature of networks is that multiple independent entrepreneurs  have a sizeable stake in the development and outcome of the network. The  multiplicity of independent entrepreneurs in a network results in incentive,  coordination, and cognition problems that deserve special attention (Hendriske  et. al, 2008).  It is thus clear that  governance structure and process becomes the core issue for network  organizations.
               
              2. GOVERNANCE  PROCESS
                Good  governance is the process of ensuring Autonomy, Transparency, Accountability  and Democracy.  This is especially true in  the case of network organizations of cooperatives and nonprofits for they  pursue a specific social agenda even when they work as economic enterprises.  There are studies that have focused on some, though not all together, of the  above elements. 
              Goal  Compatibility: As suggested by the proponents of the  relational view of strategic management, the advantages of an individual firm  are often linked to the advantages of the network of relationships in which the  firm is embedded (Dyer and Singh 1998).  Brinkhoff and Thonemann (2007) show in an empirical study that the unclear definition of  common goals can be regarded as one of the major sources for failure of  networks.  There are studies that have  conceptualised the achievement of shared goals as the measure of network  effectiveness (Provan and Kenis 2007)
              Managing Relationships and handling conflicts: It is observed that  “the main challenge for the focal actor in managing the supply chain network is  adaptation to uncertainty which depends on how the connected relationships are organized”  (Jap and Ganesan 2000; Wathne and Heide 2004).  The governance structure of network  organizations need to facilitate solving conflicts between partners,  coordinating tasks and distributing results, and finally to avoid opportunistic  behaviour (Williamson 2002). 
              Autonomy: The individual constituencies of a network organization  normally hold on to their own  specific  interests.  They generally  gravitate to a strategy of horizontal integration while the focal organization  may prefer vertical integration.  “Conflicts  over the goals, commitment, and performance of the federated system as a whole  are the result of perceptual differences at each level of cooperation”.  Often, the individual constituents “pay  attention to and value different things. Continuous and severe industry competition  reinforces this tunnel vision and distracts the federated system (as a whole)  from developing a broad-based unifying vision” (Hogeland, 2002).
              The  context and coverage of the above studies are very different.  Also they have focused on one of two elements  of governance process.  Nonetheless, it  is clear that the governance process is the core issue for network  organizations and they need to ensure that this rather challenging process is  well handled.  The primary issue however,  is to clearly understand where they stand at a particular juncture and how to  reinforce the positive elements and overcome the negative elements in  governance process? 
              The  present article looks at the governance issues of networks organisations  through the case example of University Cooperative Business Associations  (Consortiums) in Japan.  They are  generally called Business Associations (BA) and hence I would use the same  terminology for the purpose of this article.
              3. THE CASE STUDY
                Japan  has a fairly long history of Alliances and Consortiums.  Japanese society is often referred to as a  network society – a “network that joins formal network organizations  with informal societal networks” (Kumon 1992).   There have been references about even private sector entities especially  those in electronics and automobile sector promoting horizontal networks (kyöeikai  – network of suppliers providing  products and spares to giant companies) and cooperative networks (kyöryokukai  – those specialized in production  and product development) to ensure supply of timely inputs (Lincoln,  2006).   Within the cooperative sector  Italy and Japan are probably the only countries that provide examples of  consortium type of organizations for business development.  Italy has very successful consortia of social  cooperatives like InConcerto – a consortium of 21 social cooperatives (Bland,  2012).  There have been extensive studies  on Italian social cooperatives (Thomas, 2004) and cooperative network  organizations as well (Menzani and Zamagni, 2010).
              In  Japan cooperative consortiums at the regional level exist especially among  consumer cooperatives.  Even though such  consortiums are started by the general (citizen) consumer cooperatives, the  credit of initiating the consortium method of networking for business  development goes to the University Cooperatives.  The history of consortium for business  development by university cooperatives is much longer than other types of  cooperatives.  More importantly these are  consortia of small cooperatives which operate within a limited market  sphere.  Hence the example of these  consortia will be highly relevant with greater possibility of replication in  the Asian region.
                  3.1  The History: University Cooperatives are the cooperatives functioning within the university  campuses and organized with students, teachers and staff as members.  These cooperatives are generally incorporated  as consumer cooperatives but they offer a wide variety of services to the  campus community, ranging from book store, canteen, stationery to services such  as student housing, career support, credit cards and even student insurance  services etc., functioning almost like multi-purpose cooperatives.  University Cooperatives in Japan are often  hailed to be the foundation on which the cooperative movement in general and  consumer cooperative movement in particular is built.
              The first  university cooperative business consortium (Jigyo  Rengo - generally called as Business Associations (BA) – and the same  phrase is used in this article) to be set up was the Tokyo Business Association  established in 1969.  The period of 60s  and 70s was the high growth period for Japanese economy and also a period of  high competition, with private sector coming to the fore in all segments of the  economy.  It was very important for small  business entities to become professional and remain competitive. University  cooperatives being very small retail organizations working within the small  market territory of university campuses felt this need quickly and hence  initiated a process of organizational innovation and restructuring.
              By this time the  National Federation of University Cooperative Associations (NFUCA) was already  functioning (established in 1947) as an umbrella organization and was also handling  some wholesale businesses such as dealing in notebooks.  The university cooperatives who were the  members of NFUCA were getting the benefit of this business, but they needed  achieve economies of scale on a wide range of products and services.  It was found very difficult to organize them  at national level since many of them such as food were region specific.  In the meantime the Japanese Consumer  Cooperative Union (JCCU) of which NFUCA was a member, was also undertaking  joint buying operations to support its member organizations.  There was a discussion in mid 60s about  university cooperatives using the JCCU as a network organization.  But again it was found that there was a wide  variation in the member needs of university cooperatives and general consumer  cooperatives.  Since food articles were  the main need based goods for general cooperatives, JCCUs joint operations were  focused more on these lines.  But for the  members of university cooperatives the basic needs were more of books,  stationery and other education related infrastructure for which JCCU was not  well equipped.  
              Therefore, some  university cooperatives in each region had started establishing informal  network among them to take up joint buying and to make use of infrastructure  such as warehousing, transportation etc jointly.  One such early initiative came up in Tokyo  region with cooperatives of three big universities lead by University of Tokyo,  joining together for joint business operations.   Looking at the functioning of networks of this kind the NFUCA realized  the need for regional consortiums and initiated a national level discussing  beginning from 1962.  In 1964 the General  Assembly of NFUCA adopted a national policy for starting regional business  consortiums.  This led to series of deliberations  and negotiations among member university cooperatives and finally the Tokyo  Business Association (Tokyo Jigyo Rengo)  was established in October 1969.
              3.2  Formation & Structure: Business Associations are formed by the voluntary  initiative of primary cooperatives.  Some  cooperatives operating in a particular region join together and take the lead  to form a business association.  NFUCA  and the already functioning business associations of other regions help in the  process of establishment of new business associations.  Once the BA is formally established, each  participating cooperative enters into two types of contracts/agreements with  the BA.  The first is the basic contract  that stipulates the member’s obligations and the nature of relationship of each  member with BA.  The second is the  business contract which specifies as to what type and share of business each  member cooperative should get done through the BA.  Generally the contract clearly states the  activities fully taken care by the BA, the activities that are to be fully  taken care by the member cooperatives and the other activities that needs  consensus from time to time.  Most part  of the human resource functions such as appointment of permanent staff,  training of staff, transfers etc are done by the BA.  However, the member coops can decide on the  appointment of temporary and part time staff (it is important to note that in  Japanese context the number of permanent staff is very small and most daily activities  were handled through temporary/part time staffs that include students and house  wives).  Similarly Accounting, Financial  Management, Layout Design of Shops, Selection of Vendors etc are handled by the  BA.   While there is a stipulation that  the member coops should procure a minimum stipulated assortment of goods and  services through BA, they are also free to procure from any other dealer the  specific goods and services they want to offer at their stores.
              The Business  Associations will have a General Assembly consisting of the chief executives of  all the member coops.  It will have a  Board generally consisting of 5 to 7 members and all these will be the chief  executives of member cooperatives.  Some  big cooperatives will always have their representative on the Board while the  others keep changing over time on rotation.   Even though each BA is an autonomous entity, periodically NFUCA would  organize meetings of chief executives of all BAs so as to enable exchange of  experiences and information.  Similar to  Indian situation, in Japan one primary cooperative cannot lend money to another  cooperative.  However, since the BA acts  as the custodian of the finances of the primaries, the BA often uses the  financial surplus to help some weaker cooperatives.  Even though this may not involve direct lending,  the BA may pay the vendor for the merchandise procured by the primary in case  of need.
              3.3  Present Status:  At present there are nine regional BAs of University Cooperatives in  Japan.  The details of these BAs are  given in Table 1.
               
              Table 1
                Over view of University Cooperative Business  Associations in Japan (as of Nov. 2013)
              
                
                  Name of    Business Association  | 
                  Regions 
                    & No. of  
                    member Coops  | 
                  Total 
                    No. of 
                    Member Coops  | 
                  Turnover 
                    (Fiscal    2012-Billion Yen)  | 
                  Surplus 
                    (Fiscal    2012-Million  Yen)  | 
                
                
                  Hokkaido    Business Association  | 
                  Hokkaido-17  | 
                  17  | 
                  11.29  | 
                  55.69  | 
                
                
                  Tohoku    Business Association  | 
                  Aomori-2,    Iwate-3, 
                    Miyagi-8 Akita- 1, 
                    Yamagatha-1, 
                    Fukushima-1  | 
                  16  | 
                  17.32  | 
                  177.54  | 
                
                
                  Tokyo Business    Association  | 
                  Niigatha-3,    Nagano-6, 
                    Gumma-4, Tochigi-2 
                    , Ibaraki-2,    Saitama-1, 
                    Chiba-3, Tokyo-40, 
                    Kanagawa-7,  
                    Yamanishi-2  | 
                  70  | 
                  61.21  | 
                  -58.36  | 
                
                
                  Tokai Business    Association  | 
                  Gifu-2,    Aichi-14, 
                    Shizuoka-1, 
                    Mie-3  | 
                  20  | 
                  17.56  | 
                  -87.56  | 
                
                
                  Keiji-Nara    Business Association  | 
                  Kyoto-10,    Nara-5, 
                    Shiga-4  | 
                  19  | 
                  21.61  | 
                  91.77  | 
                
                
                  Hokuriku    Business Association  | 
                  Toyama-3, Ishikawa-5 
                    , Fukui-1  | 
                  09  | 
                  04.22  | 
                  43.45  | 
                
                
                  Hanshin    Business Association  | 
                  Osaka-10,    Hyogo-11,  
                    Wakayama-3  | 
                  24  | 
                  19.88  | 
                  134.03  | 
                
                
                  Chugoku-Shikoku    Business Association  | 
                  Tattori-1,    Shimane-1,  
                    Yamaguchi-4 
                    Okayama-1, 
                    Hiroshima-1, 
                    Kanagawa-2,  
                    Tokushima-1 
                    Ehime-3,    Kouchi-3  | 
                  17  | 
                  15.49  | 
                  118.43  | 
                
                
                  Kyushu    Business Association  | 
                  Fukuoka-10,    Saga-1, 
                    Oita-2,    Nagasaki-4, Kumamoto-2 
                    Miyazaki-2, 
                    Kagoshima-2 
                    Okinawa-2  | 
                  25  | 
                  15.74  | 
                  223.21  | 
                
              
              Source: NFUCA  Records
              
               
              As may be seen  from the data in Table 1, the size of each BA in terms of members varies  widely.  The biggest, Tokyo BA has 69  primary cooperatives as members while the smallest, Hokuriku BA, has only 9  members.  As depicted through the data on  turnover and surplus, it is not just the size that determines the financial  status.  Some times when the BA becomes  too large in terms of member coops, it might be difficult to cope with needs  needs of all members. Similarly if a BA has too few members, there may be  problems of size and scale of operations.   Based on the experience many people opine that creating a BA with a  member base of 20 to 30 primary coops might be ideal in terms of business  efficiency and ease of management.
              3.4  Features: Even though a Business Association it is a federated structure (in technical  and legal sense it is a Federation) in principle and purpose it is not an  umbrella organization but a business solidarity organization established with  the consensus of member coops of the region (Yamazaki, 2013).  The figure below gives the position of BA in  the web of inter organizational hierarchy of university cooperatives in Japan.
               
               
              Figure 1
                INTER - ORGANISATIONAL RELATIONS
              
               
               
               
               
              As may be seen  from Figure 1, Business Associations are autonomous intermediary  organizations.  They have a federated  structure but they are not the apex or umbrella organizations.  While primary cooperatives are made up of  individual members the business associations are organizations with  institutional (primary coops) members.   Both the primary coops and the business associations are incorporated  under the Consumer Cooperative Act.  Also  both primary coops and business associations become members of the umbrella  organization i.e., NFUCA.
              In terms of  business, NFUCA as a federal apex organization for university cooperatives  nationwide, plays the role of the wholesaler for some products (e.g. nationally  branded stationery) and services (e.g. Student Mutual Insurance).  However, BAs handle most of the other  businesses as representatives of primary cooperatives.  In other words while the national federation  gets manufactured and procures goods and sells them to primaries at a margin,  the BA buys on behalf of the members by negotiating prices and product  specifications with the manufacturers/vendors.   Technically the national federation through its wholesale function can  generate surplus 
              whether the primaries make profit or not.  However the BAs can generate surplus only if  he primaries generate a surplus.  Given a  situation in many countries where the federal structures make profits many  times at the cost of primaries, the BA system looks definitely more favourable  to the economic health of primary cooperatives.
              4.  GOVERNANE ISSUES 
              It is important  to note that the BA system has its own constraints and challenges.  Governance challenges are the critical issues  for any network type of organizations be it Alliances, Franchises or  Consortiums. This issue is well articulated in many studies (Hendriske, 2008)  even though the governance issue of cooperative consortiums is not extensively  studied.  A study by Kurimoto (2008) has  illustrated through Swedish and Japanese examples some critical elements of  governance of cooperative consortiums.   None the less this is an issue that calls for greater academic scrutiny.
              The Business  Associations of University Cooperatives too are facing some critical  challenges.  As democratic network  organizations the process of decision making is relatively slow and often they  find it difficult to catch up with private competitors.  Many times the individual interests, such as  the needs and interests of specific primary cooperatives, differ widely from  the common interests of most primaries, posing challenges to BAs  functioning.  Since the primaries have  little choice in terms of products to buy and vendors to buy from they often  get unhappy.  There are instances that  some cooperatives do not become members of BA even though they are members of  NFUCA.  There are also instances of some  primaries leaving BA and preferring to function on their own, or creating a  smaller, more informal parallel joint buying group with other primary  cooperatives.
              But then such  challenges are inevitable.  The important  thing is how the consortiums overcome these challenges.  Here again the BAs of University Cooperatives  in Japan have done a commendable job.   They always keep up a very high degree of communication with member  cooperatives.  They have developed  systems to keep interacting with primaries on a daily basis.  The most important network is that of member  feedback to primaries which in turn becomes feedback to BAs and the BAs try to  accommodate the needs as quickly as possible.   They have also resorted to organizational restructuring.  Some smaller BAs have merged to form BAs of  adequate size.  They have stopped forming  of new BAs for the time being and are considering various options of  restructuring of existing BAs.  As noted  by the Mr. Fukushima, the Managing Director of NFUCA (Fukushima, 2013)  “innovations and changes are a perpetual process and as Professionals we need  to know that well.  The BA system has  contributed substantially towards making the primary cooperatives do well to  meet the needs of their members.  We  therefore need to continue with it, but with organizational innovations”.
              5.  CONCLUSION
                Network  organisations with multiple stakeholders always pose a challenge in governance  process.  
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                    Dr. Yashavantha Dongre, Professor of Commerce & Coordinator, Third Sector  Research Resource Centre, University of Mysore, India.