How much is too much?

They say that a sinking ship exposes the rats on board. Likewise, it takes a crisis to expose fraudsters and unethical entities who thrive on a system while it flourishes. So the Madoffs, Rajus, Kenneth Lays and Thains of the world come into the open only when the system is drained of all the water that had been providing refuge to their unethical activities for so long. Almost all of us know what ethics are all about. Soon after the financial crisis began, people raised a finger against B schools, saying that a code of ethics is missing amongst the current breed of profit-seeking, dollar-hungry set of B school products. And so, most big B schools embarked on a mission to rethink their offerings to prevent unethical entities from entering the system.

Yes, schools do have a role to play in shaping individuals. That is why we had penalties in school for cheating on an exam. That is why we had harsh punishments for cheating in sport at school. But all humans are presumed rational, and we all know the distinction between right and wrong. A school can give us a code of ethics but internalizing it and making the distinction between what is acceptable and what is not, is a confluence of the ethics code and our own ethical appetite. We all wenr in arms when we heard about the fraud committed by Ramalinga Raju. We all watched with disgust as the crookedness of Bernie Madoff came into the open. We exclaimed how brazenly unethical their acts were as the swindled millions and millions of dollars. These were huge transgressions. But think of this. You break a traffic signal, and the cop stops you. How many times have you given a bribe just to get out of the situation fast? Why? Isn't bribery a form of corruption? And isn't corruption unethical? But then, this was a minor transgression, and a small bribe never killed or hurt anybody, right?

But who is to decide what is major and what is minor? And how difficult is it to make the move from good to bad, like the transformation of Anakin Skywalker to Darth Vader? Another point to ponder is that what am I to do if everyone around me is involved in an unethical practice, to book gains? By being ethical, I clearly end up losing. So, should I adopt the rational approach of maximizing my economic value or should I revert to the conscientious approach and believe in a cosmic justice and be satisfied with my being able to sleep peacefully at night, my losses notwithstanding?

I definitely do not have the right or wrong answers to these points. Because actually these are all decisions steeped in shades of gray. At the end of the day, it is a weighted average of your basket of priorities and only you are the judge of the weights to be accorded to each priority to come to a decision metric. The only argument I have is that quick gains are seldom ever sustainable and for me personally a spiky chart is worth much less than a steady level of success and satisfaction.

The Audacity of greed

'These are extraordinary times and they call for swift and extraordinary action' Man of the moment, Barack Obama made this statement this morning at the White House, while discussing the need for energy independence. America is now on the threshold of being the leader of energy thrift going forward. As a person watching the economic crisis from the sidelines, albeit apprehensive, that the rapidly unfolding mess, which shows no signs of having been completely unraveled, I can only watch, and watch with hope that the measures being taken by various economic superpowers to try and extricate the world from depressed gloom might actually work.

But every now and then, there are reports of how the top management of big firms squandered precious money, and how these excesses would have practically gone unnoticed, had it not been for the economic crisis.

Topping the list is John Thain - Merill Lynch CEO, who spent $1.2 million to redecorate his new office. His splurges include - $2,700 for six wall sconces, $5,000 for a mirror in his private dining room, $11,000 for fabric for a "Roman Shade”, $13,000 for a chandelier in the private dining room, $15,000 for a sofa, $16,000 for a "custom coffee table", $18,000 for a “George IV Desk", $25,000 for a "mahogany pedestal table", $28,000 for four pairs of curtains, $35,000 for something called a "commode on legs", $37,000 for six chairs in his private dining room, $68,000 for a "19th Century Credenza" in his office, $87,000 for a pair of guest chairs, $87,000 for an area rug in Thain's conference room and another area rug for $44,000, $230,000 to his driver for one year’s work, $800,000 to hire celebrity designer Michael Smith, who is currently redesigning the White House for the Obama family for just $100,000.

He apparently signed off on a check for $3000 for labor for replacing the light bulbs on those sconces! It is appalling, since Thain (ex-director of NYSE and former Goldman Sachs employee) was the man appointed to turn Merill's futures around. Yup, turnaround alright! From bad to non-existent! Hurried bonuses for top executives, not disclosing the full measure of the rot to Bank of America before the buyout, and grossly stupid excesses define the Bank of America - Merill Lynch union!

This is just one case. Just before the Street came crashing down, at the start of 2007, Todd Thomson was ousted as head of wealth management at Citigroup since tough times called for cost-cutting and Todd's excesses came out into the open! Apparently the office boardroom, which was almost exclusively used by Thomson, had marble flooring and polished wood cabinets. His main office had a house for Flipper, which is fine, except that it was a tropical fish-tank. The office took on a more Forrester Creations look with Persian rugs and a giant wood-burning fireplace. Mr Thomson also ruffled angry feathers with his use of the corporate jet, relegating other executives to 'cheaper' transport, (which I am sure would have been nothing short of First Class on some high priced airline) for the return leg of a visit to China so he could travel alone with CNBC's Mario Bartiromo. Excesses indeed!!!

Next - AIG. CDS took AIG under. And while AIG went sputtering, gasping for help, 70 employees had been rewarded with a week-long stay at the luxury St Regis Resort in California. The bill? $440,000. And look at the audacity of greed (good title for a new book... I stake my claim on that title) , a week later, it came out into the open that the company was planning another trip – but executives cancelled that one.

Finally (hopefully) - Bear Stearns. This story just is the crown jewel of the excesses saga. Jimmy Cayne, long standing chairman of Bear Stearns, wanted to be Tiger Woods one day! He stressed more on Golf practice, and seldom ever came to work on Fridays. When I hear about investment banking jobs from my friends, I get the picture of 20 hour workdays, ears stuck to the phone, fingers glued to the blackberry, divorces, what not! But 'let the company go to hell while I play golf', seems like a fun occupation for earning 8 figure salaries! Even working days called for golf. Manhattan traffic? well, there's no one up in the sky! Helicopter rides to the green - well, golf was an addiction indeed. Nero fiddled while Rome burnt. Well, Cayne putted when BS went under. Apparently when two of his flagship hedge funds toppled, Mr Cayne was very much on course, I mean the Golf course! And when BS finally said goodbye, he was at Detroit at the North American Bridge Championship. Much like the case of old man Thain. While Bank of America implored Congress for additional taxpayer bailout, with Ken Lewis working overtime to resolve the mess, each day discovering new black holes, which Mr Thain had never mentioned, Thain was busy skiing in Aspen Colorado!

India is seeing its worst disgrace ever. Satyam, one of India's largest IT services provider has been embroiled in a dirty fraud. Latest news says 2 PWC partners in India have been put behind bars along with the perpetrators - B Ramalinga Raju and his brother Rama Raju. The fraud? Siphoning funds from the publicly listed Satyam (shareholders' money) into Ramalinga Raju's son's firm Maytas, while falsely depicting augmented cash and reduced debts. Sounds Thainy to you? Very much indeed, except that Mr Raju unfortunately has a prison loo at his disposal.

Extraordinary times bring out extraordinary stories indeed.....

India's Madoff - Made off with the millions - but how???

Satyam is a rude shock. In ways more than one. There are some key questions everyone wants to ask. Some key points that Indians need to ponder. This whole fiasco can be described in a few short stages. Satyam, a listed IT company wanted to acquire huge stake in Maytas, which is owned by the Satyam Chairman's sons, without so much as a shareholder consent. After investors raise hue and cry, the deal is called off, but an even bigger can of worms is opened, after a startling confessional by Mr Raju, about massive fraud in their books, causes India's fourth largest IT major to collapse like a pack of cards.

The key points to ponder here are first, how did seemingly independent directors approve unanimously the Satyam - Maytas deal? Did everybody forget that every shareholder whether he holds a million shares or just one share, is still an integral part of the investing body and has a right therefore, to know what is happening to his money? Second- what was the role of PWC? It is indeed one of the big 4 and it has a massive reputation and an even bigger credibility to live up to. Was it condoning the massive fraud? If not, then how did Satyam (whoever may be involved - CEO or CFO or Chairman or anybody) cook up such a fairy tale balance sheet. And manage to pull it off for not one or two years but 10 years??? Most importantly, how did auditors find evidences for the non-existant Rs. 5040 CRORES and the non-existent accrued interest of Rs 376 crores and the non-existant debt of Rs 490 crores????? And, how did they not find evidences for a liability of Rs.1230 crores?

We can consider this scam to be the worst in years, almost to the scale of the Madoff swindle! And, somethings need to be addressed and acted upon very fast. First, we would need to understand how such dubious figures were concocted. ICAI would need to rework the accounting rules to prevent frauds of this scale. Extreme freedom to capitalism leads to greed, as it happened in the US in the run up to the credit crisis, and extreme regulation will lead to a contrived economy like that of China or erstwhile USSR. Clearly self - regulation with independent directors need not necessarily imply a clear, transparently governed corporate entity. A certain degree of government interference is needed. In the case of Satyam, the FIIs dumped shares to express disapproval, and hence the Satyam-Maytas deal fell through. But is the retail investor and indeed the FII as concerned in case of all other listed firms? Case in point Sterlite's attempt, in September 2008, to transfer the high-quality aluminum business and merchant power to Malco, in return for the low-quality, high cost, copper Konkola mines, going through without shareholder approval. Does that mean that only Satyam lost out for not having been smart enough???? Morbid indeed. And finally, what does this bode for Indian IT? And indeed for India, since although this scam is compared to Enron in US, its impact will be far more debilitating to India than Enron was for the US, since IT is India's primary key to growth and economic success.

Here is my summary of the whole Satyam story so far - Satyam Saga.

Of frauds and scandals - Wrong thing at a wrong time

It wasn't a premonition that made me write about Satyam yesterday. But it is a demolition that has made me write today. Satyam, one of India's strong IT firms has reported fraud. Fraud of the first kind. Reported cash where there was none, and reported under exaggerated spending figures. Wait, it got worse. This has not been a trend of the past year or two, but of the past 10 YEARS! And the worst part is - PWC audited them and Satyam was ranked one of the top 50 companies of all time in corporate governance. Well, a rude shock indeed.

When the world is reeling under a credit crisis, stock markets are spiralling to hitherto unknown depths, the mayhem is spreading to other sectors after affecting manufacturing and housing, unemployment in the West keeps augmenting, general investor sentiment is to hoard cash under the mattresses, the world needs some strands of hay to cling on to! Unfortunately, now, since freely flowing credit has dried up, all the skeletons are coming out of the closet, much like the bones on a riverbed can be seen during a hot summer as the river dries up! First - Bernie Madoff - a classic 'iski topi uske sar ' story. Remorseless profiteering, using unfair means. Now, Satyam, whose woes began with a crazy diversification of stockholders' money into a family enterprise finally leading up to the opening of the ugliest can of worms India has ever seen since Harshad Mehta.

This has loads of implications and repercussions. India has a rather strongly regulated banking sector. So, India was spared the debilitating effects of the credit crisis the world now faces. IT and IT services are India's main USP. But India is still a young nation. We haven't even reached a 3 digit figure for years after independence. So, facing fraud in the sector that in a way differentiates India from other emerging markets is, tough and sad to say the least. Investor and client sentiment would decidedly begin to spiral down. Where can India then move to find its elusive economic stronghold?

So much for India. A bigger repercussion according to me, is the dent on the credibility of the Big 4, at least in India. Auditors are historically feared by all firms, big or small. Now, if a huge auditor has not noticed anomalies for not one, but 10 years, its like the 'Dark Ages' all over again. Who do we believe? Madoff has sparked off fire on the SEC in the US. Will Satyam cause ICAI to re-visit its processes? Must SEBI also stop resting on its laurels and begin to ensure that the prices of stocks are truly aligned to the core competence of the listed firms? But then again, will an over-reliance on external governance result in contrived growth on account of controls based on extreme caution and suspicion? Will this eventually turn the whole world RED?????