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?"
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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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