Financial Times

Governance under siege
 

Where have all the good men gone … long time passing! When will they ever learn … when will they ever learn! This is an improvised version of that classic ballad ‘Where have all the flowers gone’, a statement which is very current today going by the ‘un-corporate-like’ happenings in the corporate sector.

What has happened to ethics, values, morality, fairplay, justice and equality? Where have all the family values gone? Why are family companies built on values and ethics being sold out? Yesterday, the Richard Peiris Group; today Associated Motorways. What next?

The times are certainly -a-changing .. like the lines in the song by balladeer and legendary US singer Bob Dylan. But are they changing for the better or for worse?

Is this the product of globalization? Should we step out of the enclave of good values and good business practices to resort to unhealthy practices because money talks more than anything else these days? Questions, questions, questions … the corporate sector is certainly under the microscope. Some time back a respected retired Supreme Court judge reportedly asked – can we assemble 100 good men and women to guide this country forward for the benefit of all communities.

We ask – can we bring together 100 or even 10 good men and women corporate leaders who have the guts and courage to cleanse the corporate sector of the ‘dirt’? Are there codes of conduct, code of good behaviour in chamber movements, in companies?

The Supreme Court judgment on the privatization of Lanka Marine Services Ltd (LMSL), majority owned by John Keells Holdings was a virtual ‘dirt hitting the fan’ saga of how companies stoop to any level to secure a contract – all for the good of the company. However corporate corruption and greed is not a new phenomenon and has been happening all the time at all levels. It’s only when ‘doing good’ and highly respected companies (or perceived to be) are exposed that it shocks the people and the community. The irony is that the private sector and chambers come up with lofty statements against public corruption when their own backyard is not squeaky clean.

There has been another ‘dirt hitting the fan’-type story of a smaller magnitude. This is the saga at Hunter’s where the resignation of auditor Ernst & Young over a disclosure issue has blown into a full-scale issue after a series of reports in The Sunday Times FT.

In a denial last week of our story, Hunter’s said in a letter to the newspaper that the auditor, which is also under attack in the Sri Lanka Insurance privatization before the Supreme Court, had resigned on its own accord and was not sacked by the company. Public documents in the form of letters released to the Colombo Stock Exchange (CSE) and the media clearly show that the letter by Ernst & Young says it resigned ‘at the request of Hunters’. In a subsequent letter to the CSE, Hunter’s says the audit firm choose to resign on its own and not at the behest of Hunter’s!

That was not all. When an EGM was called by a Hunter’s shareholder Talib T. Al-Nakib to discuss resolutions over a cheque issue which was allegedly not properly accounted for in the 2006-07 accounts, the latter said the auditors, at that time Ernst & Young, was absent at the meeting and needed to be present. The directors then resolved to reconvene the meeting on another day so that the auditors could be present to respond to the shareholder’s query. The Sunday Times FT was present at the meeting, so no one can deny the truth, and the postponement was clearly announced.

This week Hunter’s sends a letter to the CSE referring to the EGM and says that “… with the consent and agreement of the shareholders present at the meeting the said two resolutions were not voted upon at the meeting.” Immediately afterwards shareholder Mr Al-Nakib writes to the CSE saying the Hunter’s position is misleading, as “it omits the main point agreed upon by the Board of Directors, namely, the EGM was incomplete in the absence of the auditors.”

Wakey, wakey … what kind of ethical business practice is this? In two instances … Hunter’s has misled shareholders and investors for the entire public to see. What are the regulators doing about such misdeeds? For that matter what are the independent directors doing?

Sri Lanka’s entire professional segments are under attack. Professionals are either hounded or are doing the hounding as one could see in the problems confronting the Organisation of Professional Associations among other associations. There is a crisis of confidence in society over the behaviour of corporate leaders, professionals and academics.

The need for more transparency by law and regulation; need for more disclosures by companies by law and regulation, and need for more rules of conduct for independent directors hasn’t been as important as it is today.

JKH is yet to issue a statement after its ‘crucial’ board meeting on Wednesday to discuss the Supreme Court judgment on the company. In the only statement issued to the media, Deputy Chairman Ajit Gunawardene told The Sunday Times FT that the board had resolved to ‘fully conform to the judgment’. As one caller to this newspaper said, ‘Isn’t that an obvious statement?”

More than that, the lack of a statement on the decisions made at this crucial board meeting has disappointed many shareholders – mostly small ones who are not privy to the board happening’s unlike the big, influential shareholders -, investors and good governance promoters. Isn’t full transparency a pre-requisite for a group that says it practises good governance and good business ethics?

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