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A Research Paper on Satyam Fraud: Ethical Corporate Governance By Niharika Swaroop 11IP60033 LLB Semester I A paper submitted in partial fulfilment of course requirement Jurisprudence Rajiv Gandhi School of Intellectual Property Law Indian Institute of Technology, Kharagpur 11 November 2011

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Page 1: Satyam Fraud - Ethical Corporate Governance

A Research Paper on

Satyam Fraud: Ethical Corporate Governance

By

Niharika Swaroop

11IP60033

LLB Semester I

A paper submitted in partial fulfilment of course requirement

Jurisprudence

Rajiv Gandhi School of Intellectual Property Law

Indian Institute of Technology, Kharagpur

11 November 2011

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1. CONTENTS

1. CONTENTS ............................................................................................................................................................... 2

2. ABSTRACT ................................................................................................................................................................ 3

3. INTRODUCTION ....................................................................................................................................................... 4

4. WHAT HAPPENED AT SATYAM? ............................................................................................................................... 4

5. IS CORPORATION A MORAL AGENT?.....................................................................................................................6

6. ETHICAL CORPORATE GOVERNANCE ................................................................................................................ 10-15

7. CONCLUSION……………………………………………………………………………………………………………………………….……………….16-17

8. BIBLIOGRAPHY………………………………………………………………………………………………………………………………………………….18

8.1 Books ..............................................................................................................................................................17

8.2 Articles……………………………………………………………………………………………………………………………………………………………18

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Abstract

“Reputation is an idle and most false imposition: oft got without merit, and lost without deserving”1 Failed

institutions, including Lehman Brothers, Enron, and Satyam, would stand a testimony to this affray in a post-

mortem analysis.

This paper discusses corporate ethical issues from a compliance perspective. It makes a distinction between

legal and ethical compliance mechanisms and also shows that the legal compliance mechanism has clearly

proven to be inadequate as it lacks the moral firepower to restore confidence and the ability to build trust. The

concepts of freedom of indifference and freedom for excellence provide a theoretical basis for explaining why

legal compliance mechanisms are insufficient in dealing with fraudulent practices and may not be addressing

the real and fundamental issues that inspire ethical behaviour.

An attempt to substitute “accountability” for “responsibility” can result in an attempt to legislate morality. The

focus of the virtues in governance is to establish a series of practical responses which depend on the consistent

application of core values and principles as well as commitment to ethical business practice. In my opinion, No

one makes it to the top ranks of corporate management without a healthy amount of self-assurance. Confidence

underlies decisive, strong leadership, but does overconfidence lead managers to cross the line and commit

fraud? Some frauds evolve, not out of pure self-interest, but because executives are overly optimistic that they

can turn their firms around before fraudulent behavior catches up with them.

This paper focuses generally on academic business ethics, more particularly on the philosophically-informed

part of business ethics, and most particularly on the constellation of philosophically-relevant questions that

inform the main conversation and ongoing disagreement among academic business ethicists.

Key words: Corporate Governance, Business Ethics, Natural Law Ethics, Compliance Mechanisms, Cardinal

Virtues.

1 William Shakespeare, Othello, Act 2, Scene 3

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Introduction

The persecutors, heretics acting with the support of the Roman Emperor, disagreed with St Athanasius religious

teachings and so wanted him dead. Athanasius saved his life by deceiving them. With the stakes so high, for

reasons of conscience, he chose to deceive by misleading rather than by lying. As Peter Geach tells the story

St. Athanasius was rowing on a river when the persecutors came rowing in the opposite direction. “Where is

the traitor Athanasius?” “Not far away,” the Saint gaily replied, and rowed past them unsuspected”2

Now in this case Athanasius did nothing wrong because while verbally crafting the impression he was not

Athanasius. The wrong in deception must be understood in terms of the burden on choice it imposes, I have

argued that lying imposes a more onerous burden on an audience than does misleading.

What Happened at Satyam?

"The truth is as old as the hills" opined Mahatma Gandhi, christened the Father of the Nation by Indians. So a

company named "Satyam" (Truth, in Sanskrit) is supposed to inspire trust. Satyam Computer Services was one

of the largest and was the one listed on the Indian and US Stock Exchange. On 7 January 2009, the Chairman of

Satyam, Mr. B. Ramalinga Raju issued a letter (the 7 January letter) to the Board of Satyam and the Indian

stock exchanges and confessed that the books of Satyam reflected non-existent cash and bank balances,

fictitious accrued interest, an overstated debtor position and understated liability in an aggregate amount of

Rs.71,360 million (approximately US$1.5 billion).

The September 2008 quarterly accounts did not reflect the true position of the company’s revenues and

operating margins and resulted in artificial cash and bank balances of Rs.5,880 million (approximately $120

million). Mr. Raju stated that the financial statements showed inflated profits over a period of several

years. Satyam’s stock price had been under pressure since mid-December 2008, when its Board announced the

proposed acquisition of two companies owned and controlled by Mr. Raju’s sons, Maytas Infra Limited (a listed

company) and Maytas Properties Limited, for an aggregate purchase price of approximately US$1.6 billion.

These two companies were in the infrastructure and real estate sectors and the proposed acquisition was of

2 (Geach 1977, p. 114

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secondary shares held by the existing shareholders. The acquisition proposal was withdrawn after adverse

investor reaction and four independent directors on the Board resigned subsequently. In the 7 January letter,

Mr. Raju admitted that the proposed acquisition of the Maytas companies was an attempt to hide the gap in

Satyam’s balance sheet by acquiring real assets. The stock market reaction to the 7 January letter was

immediate. The share price fell from a high of Rs.188 to a closing price of approximately Rs.30 during the

day.

On 7 January 2009, the Indian stock market regulator, the Securities and Exchange Board of India (SEBI)

commenced investigations under various SEBI regulations. The Ministry of Corporate Affairs of the Central

Government separately initiated a fraud investigation through its Serious Fraud Investigation Office (SFIO). In

addition, the Ministry of Corporate Affairs filed a petition before the Company Law Board (CLB) to prevent the

existing directors from acting on the Board and to appoint new directors. On 9 January 2009, the CLB

suspended the current directors of Satyam and allowed the Government to appoint up to 10 new nominee

directors. Subsequently, the new, six-member Board has appointed a Chief Executive Officer and external

advisors, including the accounting firms KPMG and Deloitte to restate the accounts of Satyam.

Following the 7 January letter and in accordance with the requirements under the Indian and the United States

accounting standards, PricewaterhouseCoopers (PwC), Satyam’s auditors, issued a letter stating that the audit

reports and the opinion prepared by them for Satyam should not be relied upon.

Government agencies including the Income Tax Department (for income tax violations), the Enforcement

Directorate (foreign exchange violations) and the Provident Fund authorities (non-payment of compulsory

contributory pension and insurance dues) also investigated Satyam.

As the details of one of the biggest accounting frauds in India came to light, heads began to roll. Ramalinga

Raju and his brother were fleetly arrested on various criminal charges and an investigation was initiated by the

CID. Merrill Lynch and Credit Suisse terminated their engagements with the company. The New York Stock

Exchange halted trading in Satyam stock on the same day. India's National Stock Exchange has announced that

it will remove Satyam from its S&P CNX Nifty 50-share index on January 12. The scrip fell faster than a dive-

bomber on steroids and Satyam investors lost clumps of money in the ensuing bloodbath. The credibility of

Satyam’s statutory auditors, Price Water house Coopers (PWC) took a severe beating. PWC partners in charge

of the Satyam account were suspended. SEBI initiated an inquiry into its audit process and threatened

cancellation of its India license.

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Mr. Raju, his brother (who was the Managing Director on the Board of Satyam) and the former Chief Financial

Officer (CFO) were arrested. Two PwC partners were also arrested in connection with the fraud. Their bail

applications have been refused by the Metropolitan Magistrate’s court in Hyderabad and they continue to

remain in police custody. The employees of Satyam Computer Services were shocked to learn that the founder

and chairman of their company, Ramalinga Raju, had resigned after confessing to a massive accounting scandal

that had been percolating for years. In Raju's words, "It was like riding a tiger, not knowing how to get off

without being eaten." The company was soon dubbed "India's Enron3". Stock markets reeled and trading of

Satyam's shares was suspended. And for the 53,000 employees of Satyam, life would never be the same again.

3 Riding the Tiger , By Ed Cohen and Priscilla Nelson

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How did the scam matter to the Nation?

1. Jobs of over 53,000 technocrats was at risk.

2. Country’s booming economy feared slight risk as country’s GDP fell by 0.4%.

3. India’s IT Sector suffered downturn as its image was tarnished globally.

4. The share prices of Satyam saw a sharp fall after Raju’s Confession. The sharp prices fell down from 190 to

30 (approx) in a day. The scam affected the image of Indian Companies among foreign investors portfolio.

Public

Competitors

Customers

Employees

Shareholders

Directors

SATYAM

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Action Taken by the Indian Government

The Ministry of Corporate Affairs took a primary role in the Satyam case. Under Section 388B of the

Companies Act, the Central Government is permitted to petition the Company Law Board (CLB) if there are

circumstances suggesting, inter alia, that the persons conducting the management and affairs of a company are

guilty of fraud or default in carrying out their business or breach of trust, or the business of the company has not

been conducted by such persons with sound business principles/ethics or prudent commercial practice. Section

388C of the Companies Act permits the CLB, if it is in the public interest, to issue interim orders and direct a

person not to discharge his or her duties and appoint a suitable person in lieu thereof. Under Section 388C, the

replacement person shall be deemed a “public servant” for purposes of the Indian Penal Code. Section 408 of

the Companies Act permits the Central Government to take action against a company when there is an act of

oppression against the minority shareholders under Section 397 of the Companies Act or an action of

mismanagement of the company under Section 398 of the Companies Act. Section 403 permits the CLB to issue

interim orders for any proceeding under Sections 397 or 398. Accordingly, the CLB invoked these provisions

of the Companies Act to suspend the Satyam board & appoint new directors proposed by the Central

Government.

In a separate investigation, the SEBI initiatied proceedings under the SEBI Act, the FUTP Regulations, the

Insider Trading Regulations, the Merchant Bankers Regulations the Takeover Regulations, the SCRA and the

SCRR. The CBI, the Central Government’s principal criminal investigation agency (distinct from the local

police), registered a complaint (a first information report) against Mr. Raju, the directors and the auditors of

Satyam and certain others under Sections 120-B (punishment for conspiracy) read with Sections 409 (criminal

breach of trust), 420 (cheating), 467 and 468 (forgery), 471 (use of forged documents) and 477A (falsification

of accounts) of the Indian Penal Code.

Mr. Raju, his brother (who was the Managing Director on the Board of Satyam) and the former Chief Financial

Officer (CFO) were arrested. On January 2009, Government nominated noted banker Deepak Parekh, former

NASSCOM chief Kiran Karnik and former SEBI member C Achuthan to Satyam’s Board. In India, this

moment was full of pride for the manner and speed with which the re-constituted board of Satyam computer

services found a strategic investor. Tech Mahindra paid Rs. 1752 crore for a 31% stake in the company, at Rs

58 per share. Satyam Computer Services zoomed 15% to Rs 54.20 ahead of the announcement of the highest

bidder for the company on April 13,2009.

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Post Satyam Corporate Governance: An Ethical Perspective

According to me in case of Satyam, the issue is not just of money but also of Business Ethics. India has so

many anti-corruption and anti-fraud laws like the Prevention of Corruption Act, the Prevention of Money

Laundering Act and Rules there under, as well as various checks under the SEBI Prohibition of Fraudulent and

Unfair Practices Regulations, 2003. Yet the Satyam fraud happened and became public knowledge, not because

of any stringent checks, but on the promoter’s confession.

Ethical Corporate Governance seems to be the buzz word these days and almost every company promises to

follow it, but how exactly we can know that a company is practicing what it is preaches? We have seen that in

the past many companies have exploited their market positions to inhibit competition or threaten local

populations, ethical corporate governance prevents this from happening. The intention of a company to make

maximum profit should not cross the line to enter into the realms of unethical behaviour.

Factors Legal Ethical

Ethos Regards ethics as a set of limits and

something that has to be done.

Defines ethics as a set of principles

to guide choices.

Objectives Geared towards preventing

unlawful conduct.

Geared towards achieving

responsible conduct.

Method Emphasizes rules and uses

increased monitoring and penalties

to enforce these rules.

Treats ethics as infused in Business

practice (leadership, core systems,

decision making etc.)

Behavioral Assumptions Rooted in deterrence theory (how

to prevent people from doing bad

things by manipulating the costs of

misconduct)

Rooted in individual and common

values (both material and spiritual)

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There are two conceptions of freedom that engender two types of morality: freedom of indifference is the

source of moralities of obligation and freedom for excellence inspires moralities of happiness and virtue.

Under freedom of indifference one loses sight or is no longer concerned for the bigger picture (the common

good or happiness) that would unite all acts in one same intention since each act is viewed as independently

governed by obedience to the law. It reduces ethical behaviour to cases of conscience (the act of judgment) and

presupposes a freedom that can be limited only in its external expression. In this case, virtue loses its formative

role & simply becomes a habit of submission to the law. Freedom for excellence, on the other hand,

encompasses a morality that regards happiness as decisive for the integral ordering of one’s life and the

formation of one’s character. Central to this, are the cardinal virtues which strengthen freedom and refine

human actions. Freedom for excellence can be compared with an acquired skill in an art or profession as it is the

capacity to produce our acts when and how we wish, like high-quality works that are perfect in their domain.

Corporate governance covers a large number of distinct concepts and phenomenon as we can see from the

definition adopted by Organization for Economic Cooperation and Development (OECD) – “Corporate

governance is the system by which business corporations are directed and controlled. The corporate

governance structure specifies the distribution of rights and responsibilities among different participants in the

corporation, such as, the board, managers, shareholders and other stakeholders and spells out the rules and

procedures for making decisions in corporate affairs. By doing this, it also provides the structure through which

the company objectives are set and the means of attaining those objectives and monitoring performance”4

Is the Corporation a Moral Agent?

According to law, the corporation is a person, distinct in its personality from the persons who bear ownership

shares in it (its shareholders) or conduct activities on its behalf (its directors, officers, and other employees).

There are many manifestations of the corporation's separate legal personality -

(i) Distributions of dividends from the corporation to its shareholders are subjected to income taxation in

the same way that gifts between persons are subjected to income taxation. If the corporation were not a

separate legal person (as, for example, in U.S. and English law a partnership is not a separate legal

person from the partners who compose it) the distribution of dividends would not be a taxable event

(because money would not be changing hands).

4 OECD April 1999. Please see http://www.encycogov.com/WhatIsGorpGov.asp. (Last Assessed : 4th Nov,2011 : 5PM)

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(ii) Corporations are subject to civil liability that is distinct from that of its owners. Indeed, one of the

principal motivations for organizing business activities in the corporate form is that corporate assets are

legally separate from the personal assets of the corporation's shareholders. Shareholder liability for

corporate debts is limited to whatever assets owners have contributed to the corporation in return for

their ownership stakes.

(iii) Corporations are subject to criminal liability that is distinct from that of its owners, directors, officers,

or employees.

If the corporation is a legal person, is it also a moral person? Anglo-American law takes no explicit position on

this, although the corporate personality is frequently described there as a legal fiction, suggesting that the

corporation's legally recognized personality is not also an ontological fact. Business ethicists have taken a

variety of positions on the question whether the corporation is a moral person or a moral agent.

According to the present scenario, Organizations should concentrate on acquiring those virtues which are most

useful in the business world, in order to attain great material progress along with improving employees who, in

turn, will help the institution to be more profitable. Virtues are traits of character that make a person a happy

person, a company a productive and profitable one, a nation a great and fine nation. Virtues are acquired by

habituation or repetitive practice. Sporadic bursts of effort do not lead to the attainment of virtue. Also, virtue is

attained through continuity of effort, the constancy of trying each day. People who habitually act well continue

to do so even when they are confronted with difficulties since virtues sustain them. Raju was compelled to act in

the way he did by the circumstances prevailing around him. Had he sustained to his virtues, he would never

have showcase inflated balance sheets which led to one of the largest scams in history of corporate India. The

success of both (personal and professional) depends on the increase in virtues.

Virtues are good habits that are acquired by repetition which must follow the rule of right reason (prudence).

For example, for a person to acquire the virtue of self-mastery, he or she must follow the rules laid down by

right reason for the proper use of, for example, food, drink or sex, for the preservation of oneself and the human

species. To be virtuous, we must acquire the habit of choosing to act well in a variety of contexts. The moral

virtues also work according to what Aristotle called the “golden mean” of human reason, which is the middle

path that reason indicates between two other paths that lead to excess or deficit (this “middle” or “mesortes” is

the summit or peak between the two extremes or vices).

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Apart from the virtue of justice, every moral virtue has these two opposites: courage (cowardice – foolhardy),

generosity (stinginess – extravagance), humility (vanity – pride). The acquisition or development of virtues can

be compared to that of becoming a good athlete - performance is habitual or consistent, superior performance

depends upon the ability to avoid too much or too little, and no one reaches the highest level of athletic

performance without intensive practice. Leaders play a significant role in the development or erosion of virtue

in employees and other persons. Crisp and Slote (1998), MacIntyre (1984), and Statman (1997) provide

excellent and comprehensive discussions on virtue ethics. There are fundamental virtues that are essential for

any (ethical) decision-making agent. These are the four cardinal virtues (from the Latin “cardo” which means

hinge): prudence, justice, courage, and self-mastery. These cardinal virtues are the roots from which all other

human virtues grow because the former perfects all a person’s natural powers in their functions in pursuit of

good.

Prudence (also called wisdom, good judgment, competence, practical reasoning) is the habit of recognizing

good ends and choosing the most effective and efficient means of achieving them. The wise or prudent

professional knows what is worth pursuing and chooses the good (legitimate) means. The imprudent person can

see what the goals should be but he or she cannot consistently find a good way of accomplishing these goals.

There is a vice of what can be termed a “false prudence” which leads people to seek only what is useful to their

own material well-being; examples of these are deceit, hypocrisy, and self-interested calculation. Prudence is

the most important among the cardinal virtues since it is necessary in order to practice the others. Prudence can

be equated to good judgment and right reasoning about people and action. The prudent manager has a grasp

of the complexity of the business environment and instantiates the other virtues in a concrete situation. Going

too fast means concentrating excessive risk or abusing one’s power (managers are not paid to take risk, they are

paid to know which risks are worth taking) corporate world, prudence is the virtue necessary to select the most

appropriate and effective means to attain the desired outcomes through making the “right calls”. Prudence in

business is fostered by developing a great familiarity, beyond mere intellectual comprehension, with the

different elements of business decisions which must be known not only in their principles, but also in their

concrete aspects. Gomez (1992) points out that prudence requires an optimization of the past (studying

precedents, In the weighing previous experience, consultation, retaining what is positive and rejecting what is

negative), diagnosis of the present (look out for details, circumspection, understanding of the present, capacity

to draw conclusions), and foreseeing the future (reducing risk).

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Justice (commonly referred to as fairness) describes a situation or a habit in which one constantly gives others

what is their due so that they can fulfill their duties and exercise their rights, and at the same time, one tries to

see that others do likewise. For instance, the market requires justice in exchange (for example, the payment of a

just wage which ought not to be solely determined by the market) and it is a criterion under which we can judge

the whole socio-economic system. Justice does not lead us to jump to conclusions or form hasty judgments of

others. To live justice is to respect another person’s privacy which we need to protect from the curious gaze of

outsiders and not divulge in public what ought to remain within the domain of the organization. Many injustices

are committed by pronouncing irresponsible judgments; every person and institution has a right to a good name.

Calumny, slander, malicious gossip constitute serious unjust assaults against persons and organizations.

Courage (formerly referred to as fortitude) is the habit moderating the emotions of fear or boldness to achieve

a rational goal. It is the ability to face and to overcome difficult situations and the power to act even when we

are afraid. In a business situation, courage may be required to enable a person to overcome fear consistently and

stand up for the rights of others, to venture unpopular criticisms, to relocate incompetent employees, to proceed

in difficult downsizing or rightsizing exercises, to participate in politically charged labor-management

negotiations, or to take action in worthwhile projects in spite of the risks involved. The courageous person

should be contrasted with both the cowardly and the foolhardy or reckless. Cowardly persons exaggerate the

risk or danger of a situation/circumstance. Foolhardy persons may be insensitive to the risks and dangers, and

also suffer from the consequences. Being courageous does not mean that person might never retreat from

danger or never assume a risk, but rather that this person’s judgment about such situations is consistently sound.

It leads one to be patient when unpleasant things happen or in dealing with obstacles, to overcome own whims,

selfishness, laziness to face up to the normal obstacles of everyday life, to bear sickness patiently, and to avoid

outer display of bitterness, bad temper, gloominess.

Self-mastery (also known as temperance or discipline) is the ability to have control over our tendencies to

laziness, anger, complacency, procrastination, and reluctance to fulfill our responsibility. It can be defined as

the virtue of moderating the disordered emotions of enjoyment. It is required in business, for example, to

overcome pressures to play favorites, to be excessively frugal, or to waste money on luxuries.

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If someone always acts cowardly, he or she cannot be a prudent person. On the other hand, if someone is

imprudent, then he or she may not be able to make proper decisions that are based on the virtues of courage or

justice. There is an interdependent relationship among the cardinal virtues. More so, all other moral virtues

hinge on these four fundamental virtues: prudence (hinged to understanding, docility, shrewdness, etc), justice

(hinged to order, truthfulness, loyalty, mercy, etc), temperance (hinged to sobriety, continence, abstinence,

modesty, etc) and courage (hinged to patience, perseverance, constancy, etc). Because of the interconnectedness

of the virtues, growth in one reflects a growth in all, while a fall in one results in a decrease in the virtuous life.

Moral lessons to be learnt –

Humility helps while at the same time Ego hurts.

Think of a Rainy day, always.

Distinguish between opportunities & temptations.

Build quality teams & enable succession.

Adapt with technology/knowledge changes at the same time stay static on fundamentals.

Listen to your mind in complying with law and to your heart in dealing with people.

Many good things done get washed away in one bad conduct.

To live beyond your age - Love people and use wealth.

Ability may take you to the top but it takes Character to stay there.

Nothing is impossible, if attempted with nobility.

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Conclusion

Failure in corporate governance is actually a real threat to the future of any corporation/organisation. With

effective corporate governance based on core values of integrity and trust (reputational value) who was an

companies will have competitive advantage in attracting and retaining talent and generating positive reactions

in the marketplace – if you have a reputation for ethical behaviour in today’s marketplace it engenders not only

customer loyalty but employee loyalty. Effective corporate governance can be achieved by adopting a set of

principles and best practices. A great deal depends upon fairness, honesty, integrity and the manner in which

companies conduct their affairs.

Companies must make a profit in order to survive and grow, however, the pursuit of profits must stay within

ethical bounds. Companies should adopt policies that include environmental protection, whistle blowing, ethical

training programs and so on. Such compliance mechanisms help develop and build corporate image and

reputation, gain loyalty and trust from consumers and heightens commitment to employees. Ethical compliance

mechanisms contribute to stability and growth since it instills confidence; management, leadership, and

administration are essentially ethical tasks. The focus of the virtues in governance is to establish a series of

practical responses which depend on the consistent application of core values and principles as well as

commitment to ethical business practice. Virtues are powerful means to personal betterment and bring about

social reform Because of its strong appeal to reason, it diffuses passion, prejudice, pride and self-interest and is

a civilizing force in bringing about justice. Ethics is truly an essential ingredient for business success and it will

continue to serve as the blueprint for success in the 21st century. Many of our traditional role models have

fallen, and so it is more important for us to set a strong ethical example for future generations. Some answers to

the following questions can serve as a basis for future research endeavours. Were the recent scandals in the US

and India are the result of corporate greed and collusion, or were companies driven by market forces which they

were unable or unwilling to resist? Do we need a radical overhaul of corporate governance and codes or can

companies be relied upon to regulate themselves?

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The Satyam incident, though unfortunate, exposed some big loopholes in the system. Just as the United States

needed the Enron Scandal to clean up its act, perhaps India needed the Satyam fiasco to introduce sweeping

changes in its own financial reporting system. It cannot be denied that the Satyam episode was a stark failure of

the code of Corporate Governance in India. Corporate governance refers to an economic, legal and institutional

environment that allows companies diversify, grow, restructure and exit, and do everything necessary to

maximise long term shareholder value. It is not something which can be enforced by mere legislation; it is a

way of life and has to imbibe itself into the very business culture the company operates in. Ultimately,

following practices of good governance leads to all round benefits for all the parties concerned. The company’s

reputation is boosted, the shareholders and creditors are empowered due to the transparency Corporate

Governance brings in, the employees enjoy the improved systems of management and the community at large

enjoys the fruits of better economic growth in a responsible way. The loyalty of a typical Indian investor is far

greater than his counterparts in the USA or Britain. But, our companies must not make the mistake of taking

such loyalty as a given. To nurture and strengthen this loyalty, our companies need to give a clear-cut signal

that the words “your company” have real meaning. That requires well functioning boards, greater disclosure,

better management practices, and a more open, interactive and dynamic corporate governance environment.

Quite simply, shareholders’ and creditors’ support are vital for the survival, growth and competitiveness of

India’s companies. Such support requires us to tone up our act today.

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