Satyam, corporate governance and emerging markets

Perhaps the most tragic thing about the Satyam saga is the name of the company.

Satyam means ‘the truth’ and the company’s fortunes have fallen on the sword of anything-but-the-truth. India’s first IT company to list on the NASDAQ and also trading on several Indian stock exchanges is being described as India’s Enron.

The Satyam saga is a complex case that raises many questions. On the one hand, these questions are about the role of board directors, the possible complicity of auditors, and the efficacy of regulator oversight. On the other hand, the case raises profound doubts about the basis of growth in emerging markets. On yet another level, one has to wonder if companies from countries with less advanced corporate governance frameworks should really engage in the masochistic exercise of going public and raising money in markets which hold them to tougher standards of growth and profitability, and then watch them like hawks to ensure those expectations are delivered upon.

There is inevitable collateral damage within India. Institutional investors are hardly likely to be happy about the lead-balloon like drop in the share price although some, like Sundaram BNP Paribas, offloaded their stake, ‘before the event’ as they naively point out. I say ‘naively’ because the timing appears highly suspicious to onlookers and the offloading will hardly spare them possible enquiries about alleged charges of insider dealing, for instance. The auditors, PwC, may also find themselves in some hot water.

But there is a silver lining in all this.

Corruption and infrastructure are often cited as India’s twin Achilles’ heels. But the Satyam case is not about systemic corruption and bribery which concern institutional investors aiming to invest in India. It is a more contained crisis, a failure of governance within a company.

That is where the silver lining ends.

Because one wonders if there are other such ‘contained crises’ brewing elsewhere. Because this failure of corporate governance raises a red flag for businesses seeking partnerships and joint ventures in India. There is a systemic angle to it, of course, in terms of regulatory oversight or the role of auditors as I mention earlier. But that can happen in the best regulated, stable, ‘developed’ economies as evidenced by the CDO crisis, the Madoff crisis and of course, Enron. The solutions will have to take into account all the various possible weak links.

Meanwhile, what do you do, if you are a business seeking to enter India or another emerging market, with a strategic partnership or alliance?

Of course, you persist with robust due diligence on companies, which are potential partners. Then there are the wrongly-described ‘soft’ aspects of a deal.

An outstanding strategy consultant will not just deliver the numbers, the hard due diligence, but also guide you on the major issue of executive reputation and articulate the tacit knowledge essential to your success in your target emerging market. Choosing the right person to be on your side in your global growth plans therefore is your first step in partnership, and in your quest for success in emerging markets.

Related readings:

Corruption is the greatest stumbling block to infrastructure development in India, says Nita Kulkarni

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