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Who's Running the Company? - International Center for Journalists

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CHAPTER 1<br />

What’s Good good governance, Governance and why Why should Should journalists <strong>Journalists</strong> care? Care?<br />

The problem with governance stories<br />

is that <strong>the</strong>y are convoluted and complicated.<br />

If <strong>the</strong>y weren’t so convoluted,<br />

shareholders would do something….”<br />

— Alexander Dyck, professor of finance and business<br />

economics at <strong>the</strong> University of Toronto<br />

‘‘<strong>Journalists</strong> and o<strong>the</strong>r critics later asked whe<strong>the</strong>r Satyam’s<br />

Making <strong>the</strong> complicated understandable<br />

“The problem with governance stories is that <strong>the</strong>y are<br />

convoluted and complicated. If <strong>the</strong>y weren’t so convoluted,<br />

shareholders would do something…. There’s an<br />

incentive <strong>for</strong> <strong>the</strong> parties engaged in <strong>the</strong> company to hide<br />

and confuse what’s going on,” according to Alexander<br />

Dyck, professor of finance and business economics at<br />

<strong>the</strong> University of Toronto, who has researched <strong>the</strong> impact<br />

of news stories on companies.<br />

That’s why it’s vitally important <strong>for</strong> business reporters<br />

writing about complicated accounting maneuvers to avoid<br />

jargon and present facts in a user-friendly way. Explaining<br />

and defining terms, avoiding insider terminology and writing<br />

clearly help attract readers and viewers to stories <strong>the</strong>y<br />

might o<strong>the</strong>rwise skip as too dense.<br />

Get out in front of <strong>the</strong> story<br />

Stories about greed and corruption have dominated<br />

business coverage in <strong>the</strong> last decade. But in many cases,<br />

journalists have been <strong>for</strong>ced into follow-up mode once a<br />

company has already imploded.<br />

That was <strong>the</strong> case with <strong>the</strong> Satyam story, where <strong>the</strong> discovery<br />

of massive accounting fraud led to <strong>the</strong> company’s<br />

collapse, which was not covered until after <strong>the</strong> fact.<br />

PricewaterhouseCoopers, <strong>the</strong> external auditor, approved<br />

Satyam’s inflated balance sheet figures <strong>for</strong> several years.<br />

auditors were sufficiently independent and expert, and<br />

questioned why auditors did not notice <strong>the</strong> red flags,<br />

which included millions in missing cash.<br />

Just a year be<strong>for</strong>e it was awash in scandal, Satyam won a<br />

Golden Peacock Award <strong>for</strong> excellence in corporate governance<br />

from <strong>the</strong> World Council <strong>for</strong> Corporate Governance.<br />

The Council later rescinded <strong>the</strong> award and complained<br />

that <strong>the</strong> company had failed to disclose material facts.<br />

But Business Week reporter Beverly Behan wrote that <strong>the</strong><br />

Satyam board was clearly flouting good governance practices.<br />

<strong>Journalists</strong> could have learned by examining <strong>the</strong><br />

composition of <strong>the</strong> board that it lacked financial expertise,<br />

was only barely independent and failed to meet independently<br />

of management — all counter to good governance<br />

practices.<br />

As <strong>the</strong> Satyam case demonstrated, impressive business<br />

awards and glossy annual reports are no guarantee that<br />

companies are operating legally and ethically.<br />

One of <strong>the</strong> most sensational business corruption cases<br />

continues to unfold in Croatia, as of this writing. Managers<br />

and board members of <strong>the</strong> respected food company<br />

Podravka have been embroiled <strong>for</strong> three years, since<br />

2009, in charges that certain members colluded to use<br />

company money to illegally attempt to take over <strong>the</strong><br />

company by buying its shares and investing in ano<strong>the</strong>r<br />

company.<br />

REPORTER’S NOTEBOOK<br />

“If you know how to read financial statements, it goes a long way to helping any reporter or anybody else not to<br />

have to rely on official publications from <strong>the</strong> people running <strong>the</strong>se companies or <strong>the</strong> regulators who protect <strong>the</strong>m.”<br />

— Jonathan Weil, <strong>for</strong>mer Wall Street Journal reporter who wrote first Enron story, now Bloomberg news columnist.<br />

Source: Audit Interview, Ryan Chittum, Columbia Journalism Review<br />

14<br />

WHO’S RUNNING THE COMPANY?

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