Maybe customers don't care about ethics at Goldman Sachs

I wonder whether my strictures against Goldman Sachs ethical standards are mere self-righteousness on my part. The thought arises from the evidence: a tidal wave of criticism and bad publicity after Greg Smith resigned from the bank and published a valedictory letter in the New York Times shifted the share price not one jot. See here.

It has long been an article of faith with me that dedication to the well being of your customers is what leads to success. Of course you worry about your own profitability but you put your faith into building a loyal customer base that does business with you because they trust you and because you deliver what they want at a good price. But why do they not desert Goldman? They probably believe the tenor of the letter, that they are described disparagingly as 'muppets' and that Goldman Sachs focuses exclusively on what can be earned from them. After all there has been plenty of previous publicity given to Goldman Sachs selling securities that the bank analysts thought were a very bad deal. Maybe customers believe it is only other customers who are patsies. Maybe they believe all Wall Street firms are the same. Frank Partnoy writes in the FT that clients you deal with through the markets are a very different thing from those you advise and to whom you have a fiduciary duty.

But, despite the evidence, I am unreformed and unrepentent. Even without evidence to support me I believe that unethical attitudes to outsiders (customers, suppliers, competitors and regulators) lead to unethical attitudes to insiders (colleagues, shareholders and the organisation). I believe that governance and performance are damaged in the long-term.

Robert Peston, for the BBC, points out that Goldman Sachs reputation for being a bit too sharp for its own interests has been around for a long time. But he too ends his article by expressing the view that they must mend their ways if they are to survive and prosper. Perhaps, like me, he clings to his moral certainties over the evidence of his eyes.

We will have to wait and see...I'll check that share price daily

PR Disaster at Goldman Sachs

Today a senior executive at Goldman Sachs has resigned and published a damning article in the New York Times explaining his reason; which is that he can no longer stand the culture of screwing the clients. According to him this is not the way it used to be and that the company grew with a culture of "teamwork, integrity, a spirit of humility, and doing right by our clients"

But to see this article as a PR disaster is to miss the real point. This is merely the broadcasting of a long-running corporate governance disaster arising from an inappropriate culture - sometimes referred to as a toxic culture. The writing was on the wall when the financial crisis broke and it was publicised that Goldman Sachs was knowingly offloading poor quality investments on to its clients.

Why is this an issue of governance? Because "governance describes the systems, procedures and behaviours by which an organisation is directed and controlled". Because abusing one set of stakeholders - customers - also implies an attitude to integrity that must permeate the organisation and affect the behaviours of staff and management in other ways.

Three particular quotes from today's Telegraph article are must reads;

"... These days, the most common question I get from junior analysts about derivatives is, 'How much money did we make off the client?' It bothers me every time I hear it, because it is a clear reflection of what they are observing from their leaders about the way they should behave.

"Now project 10 years into the future: You don’t have to be a rocket scientist to figure out that the junior analyst sitting quietly in the corner of the room hearing about 'muppets', 'ripping eyeballs out' and 'getting paid' doesn’t exactly turn into a model citizen."

 Mr Smith believes the decline in the firm’s moral fibre represents the single most serious threat to its long-run survival and see his article as a wake-up call to the board of directors. 

EU Audit Reforms

I may seem a little late responding to the EU Commission's proposed reform of auditing for public companies that was announced on November 2011. However, it often seems best to let the dust settle after the first outpouring of responses, to get a clearer view.

This is an important corporate governance issue, or rather several;

• are boards too close to their auditors, preventing necessary criticism?
• do auditors have conflicts of interest?
• is there sufficient competition for audits?

The Commission is responding to the undeniable fact that banks that collapsed or have had to be rescued as a result of the financial crisis had clean audit reports. They believe those banks had not adequately assessed their risks and nor had their auditors and that SOMETHING MUST BE DONE!

Always beware when there is an outcry that "something must be done": it will usually be the wrong thing aimed at the wrong target. For example, the global financial crisis was not fundamentally a result of poor bank regulation but the result of global trade imbalances - which are the fault of governments (who do not seem to be in the firing line). If it had not been an investment bubble in US mortgages it would have been an investment bubble in dotcom businesses or in something else.

Two little questions I would pose to the Commission;


1  Where were the regulators in all this?
If the banking regulators failed to notice the levels of risk being taken on by banks what makes you think that auditors would do any better?

Oh, and by the way, the banks own executives and risk committees failed to assess the risks correctly.

2  Will the proposals achieve what they hope without unacceptable consequences?
The main proposals, applicable to all listed companies, are to;

1. rotate audits every 6 years
2. forbid auditors from offering consultancy services
3. mandate open tenders for audit work
4. commission supervision of auditors

Auditors argue that it takes some time to get up to speed with a new client and that rotation every six years will add to costs. I am a little dubious about this argument; are they saying that we can't trust an audit in the first year - I hope not? The problem with consultancy services is that they create conflicts of interest and contribute to development of an oligopoly of huge firms. On the other hand, if a firm develops tax expertise, for example, in order to audit a client's tax affairs, how can you reasonably forbid them from offering that expertise in advance? The same argument applies to other consultancy services and, if implemented, must create duplication of work and added cost. Further, you would expect the development of expertise for provision of consultancy services to improve the quality of expertise available for auditing as well; so if you prevent that you are reducing not improving auditors expertise and the probability they will get it right. As for open tenders, how do you deal with simple dislike of a client for the auditor: are they to be forced to take the lowest bid? In practical terms you have to get on with your auditor if the relationship is to work but how do you write that into legislation? And finally to commission supervision of auditors....hmmm....not so sure that's the sort of thing we want the EU to be getting into.

But finally - what about behaviours? The thing is that people change their behaviour when there is legislation. So, in Italy, it is common for an audit team to jump ship to a new audit firm when the audit transfers. How do you stop that in a free society and does the practice not make a nonsense of rotation? And if auditors only offer consultancy to non-audit clients how does that reduce the dominance of the the big four auditors? Or if the cost of consultancy is pushed up due to duplication of expertise how does this help anyone? How else might behaviours change in ways that would thwart the intention of the proposed legislation?

But let us not throw out the baby with the bathwater. As executives, directors and investors we must ask whether any of the proposals could be sensible improvements to governance. Some rotation of audits seems a sound idea and audit committees should keep an eye on whether they are putting so much business with one firm that their independence is compromised. How about requiring audit reports in the annual accounts that report on these issues and that give a genuine assessment of risk rather than legal boilerplate?

Board diversity and female executives

It is a rather unattractive characteristic of a blogger to say 'I told you so'. You come over as a smug know-all. But I can't resist it. All of a suddent there is a flux of reports (see recent study published by "Women Like Us") and articles taking the same line on female representation on boards that I was promoting a year ago and, no doubt, others were trying to get heard in the public debate long before that.

Surely it is obvious that improving the representation of women on boards is about much more than merely opening up those board positions? It is primarily about encouraging the appointment  of more senior female executives who will be available to fill the higher roles. If that does not happen first then the boards appoint 'token women'; you find a small group of women have many board appointments (to make up the numbers) and companies do not benefit from the improved diversity.

I know, I keep going on about this and getting really irate when David Cameron goes for the easy soundbites or Vince Cable threatens to legislate (again). Of course these folk don't want to address the hard part; which is improving childcare; and not penalising women for taking career breaks; and encouraging flexible working arrangements. The macho culture of working eighteen hour days, six days a week and dealing with emails on your mobile for much of the rest of the time is unhealthy, ineffective, inefficient and is almost as if designed to exclude women. However, changing attitudes is hard to legislate for. EU Commissioner Barnier, who loves threatening to legislate, might also take note.

Anyway...Kate Walsh in The Times writes (11 March 2012);

"THE proportion of women holding senior executive management positions in FTSE 100 companies fell last year despite the government’s efforts to address the gender imbalance.

Research from Korn Ferry Whitehead Mann, the headhunter, found that female representation on the management board — the level just below the main board — fell more than 2% last year to 15%.
This was not on the agenda at the London Stock Exchange’s event to mark International Women’s Day last Thursday and will make for uncomfortable reading for Lord Davies, the former banker and trade minister, who has been pushing companies to have more women at the top level.

Despite an increase at the most senior level — where female representation grew from 12.5% to 15% in the past year — the board below, which provides the pipeline of future talent, has seen a 2.2% decline.
The research also identified 17 FTSE 100 companies with no female representation at management board level. These include Associated British Foods, owner of Primark; Wm Morrison, the supermarket chain; Schroders, the fund manager; Tate & Lyle, the food giant; and Shell."

 There is no sensible reason why women cannot have children and hold senior jobs. Yes there will be compromises, they will need family help or childcare and will miss some family occasions but really the myth that 24/7 dedication to work is essential is just that, a myth. It benefits timeservers over balanced and capable; and favours men over women.

A good quote from David Frost (the one who was director general of the British Chambers of Commerce) "Our flexible labout market has long been acknowledged as a significant competitive advantage and a driver of investment and growth in this country - it's time we made best use of it"

Communication, social media and crisis management

In the new world we live in, companies need a policy on social media. I can imagine the reader of that sentence looking aghast, thinking about the extra burdens already faced as a result of new legislation ranging from health and safety to employment and beyond. Social media too?

Social media is a part of our environment and also a new tool for us to use. In its first role we have to control the way our staff use it. We cannot have them publicly criticising the company or their line manager or bullying a work colleague through their Facebook page. Nor can we have trade secrets or new marketing initiatives betrayed through unrestricted chatter on online forums. Of course actions such as these are already covered by specific or implied terms in employment contracts so you can argue that nothing new needs to be done. Why is something written on a Facebook page any different from writing a letter to a newspaper when either would be a breach of discipline? I think the difference lies in the lower barriers to on-line action. It is so easy to say something rude about a colleague in an off-the-cuff comment on Twitter: you are typing a short message and add a few different keystrokes and hit send; and it has gone, irretrievably. On the other hand, getting out a sheet of paper and a pen and sitting down to write a letter takes that bit more effort and intent. It then requires the result to be folded and put in an envelope, a stamp put on and the final missive taken to a post box. Even at the last moment it requires a physical movement to post it which gives an instant to reconsider.

The ease of use of social media creates a case for giving staff simple, clear policies on what they may not do online. But we may not want to put everything out of bounds. A company may, for example, be quite happy for its software engineers to discuss a technical problem through an online forum and get a solution, as long as that does not mean giving away trade secrets. Good intent, however, is not enough on its own. If your company faces the misfortune of a serious accident or some other crisis you actually may not want your staff defending you online any more than you want them criticising you. It muddies the message and may have legal consequences.

Social media also provide tools to engage with customers and employees in the normal course of business. You can build loyalty, win repeat business or access your customers networks. Facebook provides the space for discussions, offers, news and competitions. It can be linked with Twitter, Youtube, LinkedIn, Google+ and others. When Carnival Cruises sister company Costa Cruises suffered a disaster off the coast of Italy its Facebook and Twitter presence gave it a platform for expressing regret, concern and reassurance without saying anything that might give rise to legal repercussions. Yet they made a mistake; after five days the company announced a pause in its online communications, forgetting that online never pauses: it just continues without you. The next five days merely provided space for negativity to expand so that when it returned to communication mode its posts attracted hundreds of negative comments. A more sensible policy would have been to view this media as a communication and not an advertising platform. Once a company recognises the online environment as a channel for genuine and sincere communication it is obvious that you cannot tune out for a bit. You don’t turn to a friend and say, “I don’t want to talk to you for a few days, I have stuff to do.” So companies must ask themselves what they want to achieve from these channels and understand their side of that bargain before setting out on this journey. As I said at the beginning, companies need a policy on social media. Online is out there with or without you and it makes sense to think through how to use it and how not to use it and to express that clearly to your staff.

Corporate social responsibility or corporate performance?

In the Sunday Times today (unfortunately hidden behind a paywall) Dominic Lawson points out that Fred Goodwin, former head of RBS, was chairman of the Princes Trust and his company had extensive corporate social responsibility programmes; yet was that what society needed or did it need better business decisions? Of course there is a legitimate argument that good management and good corporate social responsibility are not mutually exclusive choices. I do think that genuine commitment to and success in each leads to success in the other: the attitudes of respect for colleagues and commitment to motivate people to achieve will lead to management success but will also lead to an attitude that is supportive of social responsibility. The problem arises when social responsibility programmes are used as a smokescreen to hide the blemishes on the company's face.

Good corporate social responsibility is a result of a sincere intent to engage with staff. One of the things that motivates staff is proven to be a sense that their employer cares about them and cares about the wider society. This also means listening to staff and being responsive to them and thinking about the consequences of your actions. So BP may have been active in promoting its involvement in green causes but its board must have been aware years before the Gulf of Mexico oil spill that there was criticism of the company's cost cutting culture and suggestions that it could compromise safety. If I read that in the press years ago then board members must have done so too. Did they not see some disconnect there? Good business management and good corporate social responsibility would have led to the same conclusion, that a cost-cutting culture was inappropriate and inimical to a safety-culture.

Olympus: you really couldn't make it up

Readers may feel I go on too much about the scandal at Japanese camera and medical equipment firm Olympus but, although everything about it seems so extreme that it has become a parody of a corporate scandal, still it holds important lessons for corporate governance everywhere.

This story illustrates how good corporate governance demands that three key groups of stakeholders must act to preserve it; directors must live up to their responsibilities; investors must apply proper stewardship and regulators must act to protect the public interest. If directors fail in their duties then external directors must act, if they fail then investors or regulators must act. In contrast, the case of Olympus seems to illustrate  more of a national conspiracy amongst all parties to preserve the corrupt status quo.

The two latest acts in the comedy are; firstly that sacked CEO, Michael Woodford, has given up his attempt to be reinstated because the major Japanese investor groups refuse to act swiftly against the disgraced management; and secondly - you really couldn't make this up - that the firm is suing most of its own directors, who had a hand either in falsifying the company's accounts or in protecting colleagues who did, yet they remain in office until March and seem to have a hand in choosing their successors. Meanwhile the police, stock exchange and government regulators are 'investigating'. This has been going on for months - since October. All of which clearly suggests that it is unsafe for foreigners, who are outside the coterie of Japanese conspiracists, to invest in Japanese companies. Who knows what else is going on elsewhere? Regulation and the rule of law patently mean nothing in Japan. "Steady on," you say, "What about Russia, which is far worse, or China where you can also be dispossessed in an instant?" Well, the difference is that we thought Japan was 'one of us': a politically stable and reasonably honest country governed by law where investors are protected by the authorities.

There are also other stakeholders who should have acted and could have influenced events. The auditors are clearly culpable. How on earth is it possible for successive auditors to miss a hole in the accounts that was over $1bn? And what are the Japanese authorities, whether accountancy bodies or police, doing about this and why is it taking so long? The other guilty party comprises the company's banks, who have extended credit in this situation. You can argue that it is not the role of banks to change management, their role is to lend at profit. That, however, is a simplification. In Japan the banks seem to be part of the conspiracy of the business elite. They have continued to lend, without apparent conditions, to a company that has been teetering on the verge of collapse. They have provided critical support that has enabled a corrupt management to stay in place: in a western context, banks would have demanded both good security and immediate management changes to protect their investment.