Today was the first day after the big day.

Satyam finally came out with its financials last evening – restated to incorporate the impact of the 1.5 billion dollar scam perpetrated by its erstwhile chairman – in what can only be termed as India’s answer to Enron. It was a proud moment for my team in finance – a moment of tremendous achievement and collaboration between us at the office of the Chief Financial Officer, our Finance team, our consultants – KPMG and our auditors – Deloitte. The effort was enormous – as all incumbents spent a stream of near endless nights and days – toiling to tie up loose ends and release full and transparent disclosures.

It was one of the best hands on lessons in Corporate Governance and transparency that one can get.

I have learned that Corporate Governance cannot be taught, learned or enforced. It is not a system that can be put into place. While the framework is necessary as a preventive measure, I have learnt that ample opportunities exist for ‘creative’ management. You can still comply with the laws of the land, the accounting standards of the world and stand up to scrutiny, while actively engaging in profit planning. You can trade on insider information on behalf of your extended family and it will probably go unnoticed. You can travel executive class and bill it to your bleeding company without a second thought. You can bribe politicians, secure contracts and manage judges all in the name of business. And you can most definitely dream up yet another two billion fraud, execute it, spend a year in custody and then be out a free man at the end of it all.

Life’s like that.

Rules and laws, policies and procedures are fantastic guidelines – but they can never be fool proof. We have all made that personal call from the company land line, picked up the pencil or pen from work, charged our non existent medical and fuel bills to the reimbursement facility and basically made really simple personal choices that are quite contrary to our workplace policies of honesty and integrity. Often a fear of being caught and the consequent stigma attached to it is the only thing that holds us back from committing acts with a higher monetary impact. Policies like a whistle blower policy or even self-certifications only force us to calculate the risk and reward of any situation. And so, while I may pick up a pencil from work, I will hesitate to walk out with a hundred dollars (or even the one rupee that the pencil is worth!)

But think of the best companies in the world – Companies that are known for their high standards of Corporate Governance and immediately the face of the leader / entrepreneur behind the company’s success will also flash through your mind. Ethics are always a personal choice and never enforcement. And so, governance is merely an extension of your personal value system – an Infosys will retain its excellence till Narayan Murthy and Nandan Nilekani stay associated with it. Beyond them, it is a question of the values of the next leader who steps into their shoes.

But then, how do we create lasting governance standards, you may ask? The only answer to that is, by upgrading our value systems as a society. It is only when your personal dharma prevents you from spending an extra rupee – will you make that same choice for your employer or company. It is only when you are a kind hearted individual, will you genuinely extend yourself for your stakeholders. And finally, it is only when you are an honest soul – will you find in yourself the courage to come clean with your employees, shareholders and customers.

Corporate governance is anything but corporate – it is all about yourself and the choices you make.

Business ethics was easily one of my driest subjects at university – probably because it missed out on the personal front. But the yearlong journey with this company has taught me with tremendous clarity – that creating or destroying a Satyam (Satyam = truth; in Sanskrit) is not in its information systems, policies, audits, regulations or disclosures.

It is a split second choice that each of its employees faces every second in his or her career  – The choice to stand by personal values or yield to temptation.

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