The two faces of corporate dishonesty

A businessman I met at an industry body gathering a few years ago narrated this distinction between giving a bribe and paying 'speed money'. "A bribe is payment to a government officer for doing something he should not do and speed money is payment for doing something he should." The discussion was to do with logistics in general and the specific challenges of clearing goods through the log-jammed ports.

I tried arguing, for a moment, about the greater good about not doling out speed money to keep the system clean and transparent. I gave up when I heard a senior customs official present at the gathering acknowledge that speed money had to change hands, if you did not want your products to rot at the docks or your importers to dishonour a time-bound consignment.

A week ago, the World Bank in Washington out of the blue announced it was banning IT services major Wipro from doing business with it for four years for "providing improper benefits to Bank staff". Turned out Wipro had offered New York Stock Exchange listed American Depository Receipt stock to the World Bank, "through the bank's chief information officer and staff."

Three World Bank staffers purchased 1,750 shares for approximately $72,000 at the initial public offer price, Wipro revealed after the World Bank's announcement. And quickly sought to play down the impact of the World Bank's ban on its revenues. The 'broad market', perhaps hands full with the unravelling Satyam scandal seemed to take the explanation with good stead.

So what was Wipro doling out, bribe or speed money? I would assume that like any restricted offering, which is what a Directed Share Programme ought to be, the upside was in the fact that some people could get hold of the shares as against others who did not. The price is incidental. Somewhat like getting a well-priced IPO stock in India in the primary market, with the expectation it will zoom on listing or thereabouts.

So maybe it was closer to speed money. Handing out a favourable allotment in a share offer because a good relationship will help the company in the long term. And what better way to do it than to make your customers a part of the shareholder family? Except that World Bank employees are not customers - the Bank is and it's what I would call a governmental organisation. Nor are they the equivalent of customs officials who can hold up cargo. But then that's the point, the fine line only gets finer.

On the other hand, hear Wipro's pronouncements (on its website) about unyielding integrity. "On integrity there will be no compromise...we will always act to establish the foremost standards of honesty and fairness." And another one: "Integrity is being ethical beyond doubt. It is living the law of the land in spirit. It is what will give us the confidence to stand up to any scrutiny." And so on.

Wipro chairman Azim Premji in an email communication to his employees did stand up to that scrutiny and quite aggressively at that. "Let me reaffirm that Wipro was right from a legal and as well as an ethical standpoint. We believe what we did was right and we did it in the right manner," he said.

I had a thought. What if Mr Premji had 'confessed' that Wipro had indeed provided improper benefits to World Bank staff - since no one is using the word bribes - and that he was prepared to, as key promoter and chairman of the company, face the consequences and the law of the land. Would things have spun a little differently? Maybe, maybe not. But then Mr Premji did not own up. Nor then has he sued the World Bank for slander or improper action.

To be fair, Mr Premji did not engineer a financial fraud a la Mr Raju. Second, it's possible that Mr Premji did not know who the ADR shares were being offered to. And these were mostly given off by the head of the local outpost or thereabouts. Though it's unlikely the transaction would have happened were the internal guidelines on whom to give shares to or not very clearly defined.

Which brings me back to the first point. Businessmen have clearly two kinds of rules and values, one for what they think they can't or should not do and second, what they are entitled to or at least their companies are. I am sure if you are a board member or a senior enough employee you must have heard that oft-used phrase, "We have to do this. It is right and good for the company." So the distinctions between what is illegal or unethical blur.

I am not being naïve here to say Indian businesses are the only ones who pay speed money and palm it off as legitimate business expenses when clearly it is not, even from an accounting perspective. But I do find it amusing that every other businessman who has bashed Satyam publicly knows fully fell that Satyam only represents the worst of balance sheet excesses. And of course fraud.

Here is an aside which I am sure some know. Several businessmen have told me privately since l'affaire Satyam erupted that in India (or perhaps anywhere else for that matter) you do not accept your financial follies, at least publicly. Two businessmen from fairly large companies said to me: "We are not saying what he did was right. But Ramalinga Raju was an idiot to have confessed."

The only unfortunate moral of the story is that do what you have to do but don't get caught. And if you do, then leap up in righteous indignation! Or better still, find the right definition or phrase for what you are doing. And, like speed money, wait till that phrase gets institutionalised. And till then, whatever else happens, just don't confess.