#corporategovernance

Langer should tell selectors to keep Warner out

Just do it? There are two options. Aussie cricket coach Justin Langer knows a thing or two about opening batsmen. He was one of our best. Yes, if we want a better chance of winning sooner we could easily insert David Warner post his ban. However at 32 years and 64 days (154 days when the ban ends), isn’t there an argument to develop new talent for the long term? This is merely putting expedience ahead of principle.

We can argue that Warner will have served his punishment but does the team need to risk diluting its rebirth by reintroduction of a toxic force? Are we to believe Warner will return to the team as a reformed choirboy or play his hand at being the same ruffian who believes in his own mind he’s still a rightful veteran? Proof of the pudding was his trademark celebration after scoring a century in local grade cricket. He has changed not a jot.

Yes we lost the 3rd Test today but despite the woeful batting efforts in the 1st innings, Pat Cummins (who deserved man of the match) showed what grit means. 9 wickets and approaching 100 runs with the bat. We deserved to be flogged when bowled out for 151 runs but Cummins took out the top order including India’s highest scoring batters in the 1st innings for zero in the 2nd. He single handedly rallied his team to believe mentally it wasn’t over when they would have otherwise folded. He made Aussies proud.

Justin Langer has worked some miracles with the gutted side after taking the reins from Darren Lehman. Aussie team captain Tim Paine has also been impressive. Stephen Smith has none of Paine’s tenacity. Smith was made captain for being the best batsman in the world. Ability and leadership aren’t axiomatic. Smith’s weakness was evident. He allowed Warner to bully him into burying his judgement. It speaks volumes of why Smith should never captain again. His only real crime was to be a wimp.

It is also questionable whether Smith has the mental side to regain his top spot. He may well succumb to the pressure. He wouldn’t be the first gifted sports star to fall into a deep and prolonged slump post a scandal.

Warner can play 20 over big bash leagues (BBL, IPL) to earn his keep and feed his family but do we really want to send a message to kids that cheaters can prosper in our national side? His actions were disgraceful. Cheating is cheating and no rush of blood to the head is acceptable when earning millions let alone representing one’s country. It is a privilege to wear a baggy green, not a right.

CM would prefer to lose honorably than win with players who were only ever in it for themselves. Matches like today bear out how fighting as a “team” is so much more admirable. The taste of victory will be that much sweeter. No better opportunity to cast the net wide for sleeper talent who would probably have been overlooked otherwise. Make sure current players are kept on their toes to earn their spot.

It should be impressed upon incumbent players as a deterrent that cheating means life long bans. It would also be a stronger signal that the terrible governance of the farcical former Cricket Australia board is over.

Time to start afresh. Langer should take the option of keeping Warner out of the dressing room. It’s the only sensible choice.

UN hit with yet another scandal

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Independent experts have concluded that UN AIDS Executive Director, Michel Sidibé,  has been responsible for creating a toxic environment that promoted “favoritism, preferment and ethical blindness.” Sidibé accepted no reponsibility for any sexual harassment, bullying or abuse of power that occured under his watch.

The investigation started after Sidibé’s deputy was accused of  forcibly kissing, groping and trying to drag a colleague into his Bangkok hotel room in 2015.

In a survey of the 670 staff members at the UN agency conducted by the independent investigators, 18 admitted they had experienced some form of sexual harassment in the previous year and a further 201 said they were on the wrong end of workplace abuse.

One staff member went on the record saying, “U.N.AIDS is like a predators’ prey ground…You have access to all sorts of people, especially the vulnerable: You can use promises of jobs, contracts and all sorts of opportunities and abuse your power to get whatever you want, especially in terms of sexual favors. I have seen senior colleagues dating local young interns or using U.N.AIDS resources to access sex workers.

UN Secretary General Antonio Guterres, who made it clear he had a zero tolerance policy with regards to sexual harassment when he took office,  has refused to fire him. Despite his term ending in January 2020, Sidibé has offered to quit in June 2019 in order to ensure a stable transition period! In what world does a person outed for turning a blind eye to such a poisonous culture get to leave on his own terms? Sacred cows.

Sidibe admitted in an email after the investigation was published, “not all of our staff, in all their diversity, are experiencing the inclusive work culture to which we aspire.” Choice words.

Why do governments continue to fund the UN when it shows time and time again that it operates without any form of governance or ethical code? Remember it wasn’t that long ago that certain people at the UN thought former Zimbabwean dictator Robert Mugabe would make a sensible ambassador for the World Health Organization (WHO). Why would any country seriously want to sign over sovereign powers to the UN with respect to the compact on migration? The UN isn’t fit to run anything of substance.

Why after all the scandals with the IPCC do people put faith in their ability to manage climate change summits? The Delinquent Teenager, written by Canadian investigative journalist Donna Laframboise chronicles how the IPCC participants are picked by governments, not for their scientific knowledge and expertise, but for their political connections and for “diversity.” You can read some of the ridiculous selection processes for lead authors here.

Note the UN promised to streamline. As CM noted 15 months ago,

“The latest U.N. regular budget, while superficially smaller than the previous budget, made no fundamental programmatic or structural adjustments—e.g., reducing permanent staff, freezing or reducing salaries and other benefits, and permanently eliminating a significant number of mandates, programs, or other activities—that would lower the baseline for future U.N. budget negotiations. Despite the Secretary-General’s proposal to eliminate 44 permanent posts, the 2012–2013 budget actually increased the number of permanent posts by more than a score compared with the previous budget. The failure to arrest growth in U.N. employment, salaries, and benefits is especially problematic because personnel costs account for 74% of U.N. spending according to the U.N.’s Advisory Committee on Administrative and Budgetary Questions (ACABQ). Without a significant reduction in the number of permanent U.N. posts or a significant reduction in staff compensation and related costs, real and lasting reductions in the U.N. regular budget will remain out of reach.”

When the supervisor can’t follow the rules

Japan Exchange Group’s (owner of the Tokyo Stock Exchange) CEO Akira Kiyota has agreed to take a 30% pay cut for 3 months after admitting he’d broken internal rules on prohibited investment.

Surely as the supervisor of one of the largest stock exchanges in the world there would be sufficient systems in place to prevent such embarrassing events. A bit hypocritical to come down hard on listed corporates when the headmaster can’t follow his own rules.

As a former stockbroker, it was a sackable offense to make stock and bond investments without sign off from compliance and a manager to mitigate any risk of insider trading. It is a bit rich to suggest the JPX boss wasn’t aware of his internal rules and had he any doubt whatsoever it would have been an easy discussion had with the relevant department.

Corporate governance in Japan remains woefully inadequate. The JPX board has approved the ¥20mn (US$180k) profit made by the CEO on the initial ¥150mn (US$1.3mn) investment be given to the Japanese Red Cross. Will that be pre or post any capital gains tax? Why isn’t the board calling for him to resign? Why isn’t Kiyota resigning on principle to save the organization’s stained reputation as the vanguard of best practice?

Then again we should not be surprised. It took months for the JPX to remove/suspend Toshiba from the best in class corporate governance index (JPX Nikkei 400) after its accounting scandal became outed and there has been no investigation of Kobe Steel when blatant insider trading was visible to a novice. It leaked information about its fraudulent product specifications to customers three weeks before announcing to the market. All the tell-tale signs of heavy short selling positions on many multiples of average daily volume traded on the day of informing clients was evident. Yet nothing was even suspected, investigated or referred to the regulator.

Then take a look at the saga of Nissan. Documents have revealed former CEO Carlos Ghosn supposedly washed his multi-million dollar personal investment losses through the company as well as using Nissan money to buy several private properties in his name. That would still require the board to be willfully blind to sign off on such big ticket items or point to woeful internal controls. What governance structures could be in place when there is no board accountability over Ghosn’s actions? Being bullied by a dominant CEO is no excuse. The board should have tendered their resignations en masse.

Indeed there have been countless corporate governance lapses overseas – Parmalat, GSK, Stanford, Enron, Tyco etc- but in Japan there is little or no punishment for most executives who break laws (internal or external). Throwing the book at Ghosn will be an exception. Most C-level managers in Japan escape with little more than wounded pride.

Cutting salary for misdemeanors is woeful governance too. The biggest way to force compliance is to threaten a Japanese boss’ company car privileges. The highest status for a CEO is to be whisked around in a personal Toyota Century. Stripping it would literally force corporate leaders to do the walk of shame.

Double Standard

After 20 years in Japan, there is a wish buried deep down that the locals consult foreigners when dabbling with the use of English to prevent misinterpretations, especially at a corporate level. The company, Double Standard has recently been promoted to the 1st Section of the Tokyo Stock Exchange.

Double Standard Inc. principally provides business improvement and supportservices based on the big data technology.  Let’s hope it doesn’t live up to the namesake when dealing with customers.

Japan’s Sun City once highlighted to foreigners back in 2008 that it was ‘puking property inventories’ in its English press release after it ran into financial difficulties after Lehman Brothers collapsed.

The ultimate irony of the misfortunate name of Double Standard is it accurately assesses the way the authorities continue to apply the law with respect to corporate malfeasance.

Carlos Ghosn facing arrest

The Asahi Shimbun says Nissan group President Carlos Ghosn is expected to face arrest by prosecutors for underreporting salary. Noone should be above the law but to think of the number of jobs at Nissan he saved plus the return to record profitability makes CM think the tax man is well ahead on the trade.

Losing my Virgin-ity to the veteran community

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Virgin Australia has copped a lot of flack over its unsolicited offer to prioritize veterans when boarding and to announce gratitude for their service. Sadly the plan has been savaged in the media as virtue signaling and riding the political wave of the PM to back discounts for those who served. Many veterans have come forward saying they have not asked to be saluted in this manner. Many of them wish to be thought of like you and I.

We can sit back and criticize the airline for not doing more due diligence with the veteran community, yet we should not overlook that CEO John Borghetti would have made this decision with absolute rock solid sincerity, thinking of the vets, not how he could win free publicity which is often the norm these days. Had preferential boarding treatment been given to an oppressed minority community he would have probably been championed as a hero of social justice. All of the media that smashed the airline – The Guardian, Fairfax et al would have praised the progressive action. Let us not forget that Virgin’s move was above all made with “good intentions.”

My first recollection of John Borghetti happened almost 20 years ago after some utterly dreadful Qantas service, where he happened to be working at the time. Despite receiving a relatively textbook letter of apology from the Chairman, John personally called me to “connect” with this disgruntled customer. No excuses were given. No attempts were made to cover up the pitiful customer service. He listened because he wanted to learn. He was authentic. No training manual could have taught John what he did. You cannot learn sincerity from a textbook. You either are or you aren’t. The veteran community should know that they will undoubtedly get the exact same ‘ear’ from the CEO to best address needs going forward and I encourage them to speak frankly to him.

As a civilian who is now working alongside veterans I’ve learnt more this year about how wrong many of my preformed notions were with respect to former service men and women. I’ve met veterans suffering from PTSD. I’ve met a war widows who lost veteran husbands to suicide. I spent a week at the Invictus Games seeing how these amazing warriors were ‘unconquered.’ I’ve met veterans, young and old, who are struggling to reintegrate into the workforce at an event. The issues are real. I have seen the amazing work done by veterans trying to find unique ways to help their former mates reintegrate into society. I suggest we embrace Virgin and refocus their positivity.

I am honoured to be given the opportunity to work alongside veterans to make this journey and learn every day. In a sense my mission is in part to represent the civilian community to make them understand veteran needs. There are so many positive ways to affect change and move away from the growing negativity thrown at events like Anzac Day as a celebration of warmongers where our media can be as brazen to criticize brave diggers as rapists, murderers and thieves.

Put simply, we civilians absolutely owe a debt of gratitude to those who have served. How we do it is open to debate. This is at its very roots of the Virgin move. To see the board cower to public pressure and look to rescind the offer on the basis of the constant negativity so prevalent today is the wrong move. Better still, Borghetti’s sincerity should be front and centre here. There is no market collapsing “damage control” risk for Virgin at stake. It is doubtful that veterans will desert the boarding gates of Virgin to punish it.

It would be nice to see that corporate governance today teaches that holding firm on the courage of their convictions is paramount. If the board learns that it must do more due diligence, then so be it. Learn and move on. Don’t wave the white flag. I sincerely hope that the Virgin board doesn’t flake. The board represents shareholders, not the mainstream media.

If I know John Borghetti from my own personal experience, Virgin Australia can achieve what it set out to do. Helping vets.  Does Virgin divert its planes to alternative airports when bad weather arises or do they ditch the aircraft into the sea?  The board should approach this episode with the same attitude.

Why didn’t GE use the $45bn in buybacks to take care of the $31bn negative equity?

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After GE’s monster $22bn goodwill impairment charge, the company remains in negative equity to the tune of $31.3bn. $79.2bn in goodwill remains on the balance sheet with $31.5bn in shareholders equity and $16.4bn in non-controlling interests. To think GE spent $45bn on buy backs over 2015 & 2016. Imagine if the company had used those funds to shore up the balance sheet and go back to positive equity?

While the kitchen sinking of GE Power should be deemed a positive (although somewhat expected) it is interesting to see the reaction to the shares (-9%) which flirted with April 2009 lows. Cutting the 1 cent dividend from 12 cents in the grand scheme of things was optics.

Although the goodwill charge is a non cash item on the balance sheet, she is clearly not in a position to deal with the rest of the goodwill just yet.

The brand new CEO has done the right thing to restructure the former largest company in the world but he has drawn attention to the most gangrenous wound that needs to be cauterized.

It is still a rough ride from here for an industrial stock at the top of the megacycle to have such a dreadful balance sheet.

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