APRIL 27, 2003
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Q&A: Charles J. Fombrun
"There is a direct correlation between reputation and market capitalisation. Reputation has to be treated as an asset, measured as an asset." Thus spake Charles J. Fombrun, reputation guru, Professor at New York University's Stern School of Business, and Founding Director of the Reputation Institute. For more, log on.


Q&A: Keith Smith
Keith Smith—not to be confused with a Hot Springs Arkansas-based egg marketer by the same name—lives in Hong Kong, as the boss of an idea-hatchery. More specifically, as the Regional Chairman of the Asia pacific operations of TBWA. His most significant 'business coup'? Swinging the Wonderbra account.

More Net Specials
Business Today,  April 13, 2003
 
 
Taking Responsibility
Corporate governance has never quite been under the glare as it is now, globally. But what, in the Indian context, does it entail?

If ever there's a time to step back and reflect, this is it-after a harrowing year for corporates worldwide. To reflect on business. On the "fine art of balancing responsibilities, risks and remuneration in such a way as to optimise returns to the shareholders, managerial performance and transparent working practices", as BT's Editor Sanjoy Narayan put it that evening at the Taj, Mumbai, to throw open the summit on Corporate Governance under the joint aegis of BT and the Tata Group.

Bimal Jalan
Governor, RBI
"Ethics represent the respect not only for the law as it's written, not only for accounting rules as they are published but what is behind it-that is the sanctity of contracts, of truthfulness"

Adi Godrej
Chairman, GODREJ INDUSTRIES
"Creating a truly independent board adds tremendous value to the corporate governance of a company, and, in fact, the performance. We have independent directors who are professionals and experts, not industrialist friends"

Joel Stern
Managing Partner, STERN STEWART
"Ethics are important, but the question is not the occasional violation of those ethics. We cannot prevent people from stealing. We have to put a system in place that's designed to make honest people even more successful at what they do"

K.V. Kamath
MD & CEO, ICICI Bank
"When you talk of performance measurement, what do you really measure? Do you measure short term, or do you measure long term? How do you really allocate weightages for the two?"

American malpractices may have hogged the past year's headlines, but RBI Governor Bimal Jalan put the issue squarely into the Indian context straightaway, in his keynote address. It's an issue of even greater urgency in India, he said, because of the transition the country is undergoing. It's good that corporate structures are under debate, he added, as also America's new Sarbanes-Oxley provisions, but more attention needs to be paid to good old ethics-in spirit as much as the letter, EVA as in 'ethical value added'. "It's not an emotional thing or a sentimental thing," the governor cautioned, "it is in the interest of the corporation." And that still needs to be imbibed. Capitalism may have triumphed, but "this is not the 'end of history'".

Certainly not, and the ensuing panel discussion would, in its own way, see to that. "Money makes wonderful music," observed the debate's moderator and BT's Deputy Editor, R. Sukumar. As for what value addition is all about, Stern Stewart's Joel Stern directed the audience's attention to his firm's Economic Value Added (EVA) programme, which he described as a way to "inculcate a culture of excellence, of world class best practices in the allocation of capital". This is precisely what India's to-be-privatised public sector units need to adopt, he added, just as Australia's Telstra had-to help get the best value. "I don't want India selling assets on the cheap," he explained.

To Godrej Industries' Adi Godrej, though, corporate governance was an expansive matter of "doing the right thing for the company and doing things right". And that means paying attention to values, performance and the independence of the board. His own company's board, he said, "has added tremendous value not only to the governance but also the strategy, human resource development and other aspects of the business." Speaking next, ICICI Bank's K.V. Kamath reported a "deep sense of confusion and consternation" amongst the world's top CEOs at Davos. How come? There's no clear evidence on what corporate structure could be ideal, and even performance can be measured in myriad ways (short-term versus long-term, for example). "And in India, we have complexities that are unique to us, in governance and in remuneration," he added, referring in part to the 'family way' of running businesses.

But would CEOs cede power to boards? Unlikely. For the most part, "It's business as usual," in Kamath's words. It'll happen, said Godrej, "If the market rewards companies with good corporate governance." For it's the "one universal language that attracts the big institutional investors", as Stern added, wondering all the same if Oxley-like "generic rule-making" was the solution. Godrej, too, wanted accounting practices to be flexible in a sensible way-allowing for capitalisation of brand-building expenses, for example. So long as it's EVA-sound, of course. A need that Stern's addressing too. Next-gen EVA, he announced, would focus on brand value. "The firms that sell at the highest price-to-earnings ratios consistently, are the ones that have the largest investment in intangible assets," he pointed out.

The Q&A session threw up some more independent thoughts. Incentivising independent directors was one idea, in response to a question on the lack of guts to challenge the boss. Another tricky question was on how to distinguish between honest errors and rogue intentions. "This is a very very qualitative issue," replied Kamath. Indeed. Nobody said corporate governance could be reduced to a set of templates and algorithms. Sorry, Fukuyama.

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