The
truly extraordinary story of the Satyam Computers scam has many interesting
side features to it. It is of course an amazing tale in itself: a humongous
corporate financial swindle involving account books that were not just
cooked but made into the financial equivalent of gourmet fantasies,
over a prolonged period of several years, all to inflate reported profits
and returns so that stock market valuations would keep on rising.
The magnitude of the false numbers involved, the sheer brazenness of
the lies and the fact that they could have continued undetected for
so many years, are stupefying. But the issues that this particular case
raises are not individual but systemic.
So far industry insiders and analysts have all gone on record to declare
that this is an isolated case, of a single bad egg in an otherwise honourable
and well-behaved corporate sector. But unfortunately this argument simply
will not wash, because too many other players have directly or indirectly
been involved in creating and building up this remarkable but ultimately
fake story of successful entrepreneurship.
Much is already being made not only of individual greed that is supposed
to have prompted this tale of financial mendacity on a grand scale,
but of the agencies that enabled and possibly even encouraged it. Attention
has been drawn to the obvious failings of the Board of the company,
including its so-called ''independent'' Directors. The dereliction of
the auditors, Price Waterhouse Coopers, is obviously coming under scrutiny.
But there are some other important players who celebrated Satyam Computers
and its Chairman of the Board Mr. B. Ramalinga Raju all through this
period, even up to just a few months ago – the national and international
dispensers of entrepreneurship and corporate governance awards. Satyam
Computer’s much vaunted success was not only defined in terms of its
rising share values and apparently remarkable returns: it was also because
of the explicit recognition that came from national and international
awards to the company and its managers.
Thus, Mr. Ramalinga Raju was named the ''Entrepreneur of the Year''
in 2007 by the consulting company Ernst & Young. Business media,
including TV channels and journals, vied with one another to proclaim
him ''Man of the Year'', ''Business Icon'', ''Role Model for Young India'',
etc. Investor Relations Global Rankings (IRGR) rated Satyam as the company
with Best Corporate Governance Practices for 2006 and 2007.
By the company’s own reckoning, the most impressive achievement was
bagging the ''Golden Peacock Awards'' for corporate governance, distributed
by the UK-based World Council for Corporate Governance. These awards
were received twice by Satyam - in 2002 and most recently again in September
2008. While receiving the award, G. Jayaraman, Satyam’s Global Head
of Corporate Governance and the Company Secretary, emphasised that ''this
honour demonstrates the value Satyam places on corporate governance,
and on the importance of serving the interests of our investors, clients,
associates and of society.'' The then Chief Financial Officer of the
company, Srinivas Vadlamani, noted that this recognition was ''a testament
to our efforts to continually innovate and advance corporate governance
best practices in our industry and around the world."
And what was this particular corporate governance award for? It was
under the category of special achievement in ''risk management and compliance
issues''!! It was further noted that the ''importance of ensuring best
practices in corporate governance is magnified in difficult economic
environments''…
This is worth going into, because the Golden Peacock Awards are trumpeted
as ''the holy grail of corporate excellence'', based on a rigorous and
detailed two-tiered assessment process and presided over by a panel
of forty extremely eminent independent judges. The Chairman of this
particular jury in 2008 was the former Prime Minister of Sweden, Dr.
Olla Ullsten. The panel included other international heavyweights like
Baroness Sheela Flather of the British House of Lords; Dr Olivier Giscard
d’Estaing, Founder and Managing Director of the famous European business
school INSEAD; and the NRI businessman Lord Swraj Paul.
The Indian side of the panel was headed by Former Chief Justice of India
P. N. Bhagwati and included other retired justices; current and retired
senior bureaucrats like T.K.A. Nair, Secretary to the Prime Minister
and N. Vittal, the Former Central Vigilance Commissioner; managers from
Bollywood and corporate honchos like Rakesh Bharti Mittal.
Obviously, those who gave the award now have quite a lot of egg on their
face, and the World Council for Corporate Governance has rushed in almost
unseemly haste to withdraw this award from Satyam four months after
granting it. But unfortunately, it cannot be expunged from public memory
so quickly. The World Council may argue (like the Satyam Board members
who are now protesting their innocence) that they had only looked at
the audited accounts, and took everything on trust. And the eminent
people who have lent their names to the jury may protest that they personally
do not go over each entry with a toothcomb.
But then the question can legitimately be asked, why exactly are they
there? What are they doing if not examining the legitimacy of the awardees?
And why was Satyam Computers given this award anyway? Since it was not
based on a detailed examination of the books it must have been based
simply on the high returns that Satyam has been showing, returns that
have now been exposed as fictitious. But surely profitability alone
cannot be an indicator of ''good governance'', even in ''difficult economic
circumstances''.
So what does this tell us about those who disburse this award? Essentially,
they are obviously not objective assessors, but are hugely influenced
by hype. In addition, they are dramatically behind the curve of events
and do no more than reinforce whatever the market and media are together
determining. When Satyam was riding high on the basis of bogus claims
and falsified accounts, these high priests of corporate governance joined
the crowds shouting hosanna, clearly without any proper investigations
of their own. And only after Mr. Raju revealed at least some of the
scam and announced his own downfall in his farewell letter, did the
organisation rush to take back its award, once again without any real
investigation of its own.
This is one more indicator of how the previous boom was so heavily reliant
upon a mutually reinforcing set of players who could talk up the market
through constant self-congratulation, often without much real economic
contribution. The media played a big role in this too, lionising those
who delivered profits and refraining from asking any really difficult
questions.
But now that the scandal has broken, there must be many unanswered questions
in every mind. If Satyam could get away with this for so long, and receive
so many awards for doing so, what about other companies? How do we know
that everything is in order in other corporate accounts, especially
in other IT companies? After all, the same pressures for showing high
profits to push up share prices, and the same lack of disincentives
because of the still persisting tax holiday on the IT sector, presumably
operate for them as well. And the complete ignorance of not only the
auditors but regulatory authorities like SEBI with respect to the Satyam
fraud suggests that other companies could also have got away with such
malpractices if they had wanted to.
This case has been compared to the Enron scam in the US, and indeed
there are many similarities. These dodgy financial practices can work
during a boom, but start to unravel in a slump. As the Indian economy
also slows down, as export orders come down, and particularly as auditors
and external investors start looking more closely at the books, there
may be more unsavoury revelations emerging from the corporate world.
If recent experience is any guide, maybe we should start by being especially
suspicious of all award-winning companies.