In financial institutions:
Closing the open door to corruption
Keynote address by the Securities and Exchange Commission of Sri
Lanka Chairman and the Insurance Board of Sri Lanka Chairman Udayasiri
Kariyawasam at the 27th International Symposium on Economic Crime on
September 2 at Jesus College, University of Cambridge.
Two recent high-profile financial institution debacles in Sri Lanka,
gave a timely reminder of the importance of good corporate governance,
and also, the importance of the ethical behaviour of high-ranking
officials in private and public sectors.
Even the conduct of internationally renowned auditors was questioned
in both these cases, in the sacrosanct areas of ‘due professionals care’
and ‘conflict of interest’.
The Accounting Profession has a leading role to play in
preventing corruption.
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The Accounting Profession has a leading role to play in preventing
corruption. However, if we look at the domain of Management Accounting,
where Compliance, Control and Competitive Support are the three main
aims, we see a shift in emphasis from Compliance and Control, to
Competitive Support, due to market pressures.
It is even suggested that Management Accountants spend less time
dealing with financial accounting, audit and tax issues, and spend more
time learning about product and process technologies, operation systems,
marketing strategy, and behavioural and organizational issues.
While this shift in emphasis helps organizations to survive and grow
in the fiercely competitive business world. It diminishes the focus on
Compliance and Control, which provide internal safeguards against
unethical and corrupt practices.
Consequently, at the Securities and Exchange Commission of Sri Lanka,
we strengthened our supervisory, regulatory and surveillance frameworks
by implementing a risk-based methodology for all capital market
intermediaries, to ensure their financial stability, their operational
viability, and their compliance with applicable rules and regulations.
We carried out pre-emptive on-site inspections under different risk
categories.
We also issued standards on Corporate Governance for mandatory
compliance, and developed a Code of Best Practice in association with
the Institute of Chartered Accountants of Sri Lanka.
We reviewed the existing legal framework, and identified the need to
address issues such as the clarification of definitions of offences, and
the introduction of civil sanctions.
If we look at corporate corruption from a broader perspective, we can
make some interesting observations. During my training programs over the
past two decades, I have presented the conventional interpretation of a
SWOT analysis.
Strengths and Weaknesses were considered internal attributes, while
opportunities and threats were said to arise from external factors.
However, internal threats arising from corrupt practices, is now
forcing us to rethink this model, and examine threats to organisations
from internal as well as external sources. In developing countries such
as Sri Lanka, we generally associate corruption with public sector
enterprises. In the present scenario, this perception needs revision.
Many instances of corporate fraud in Sri Lanka and elsewhere have been
associated with private-sector enterprises, with public sector officials
playing a secondary role.
If high-profile business people and high-ranking Government officials
responsible for fraudulent transactions are not sanctioned in any way,
they will continue to disregard the distinction between public resources
and private wealth, and continue to ignore their economic and social
responsibilities.
Such instances, which are far from uncommon in most developing
countries, do nothing to discourage corruption and fraud among the elite
in the public and private sectors.
Effective antidotes
In practical terms, there are two effective antidotes to corrupt
corporate practices.
The first is good corporate governance founded on ethical management
practices, which are deeply embedded in an organisation and formally
enforced.
The second is Public Interest Litigation, if the detrimental results
can be reversed, as in the case of corrupt privatisations of public
enterprises.
We have had two such instances in Sri Lanka within the past few
months, where the Supreme Court reversed two major privatisation
transactions, effected six and seven years ago, as part of the Public
Enterprise Reform Program. The Court censured and fined high-ranking
individuals including top Government officials.
Good corporate governance is the best way to close the door to
corruption.
This requires an enterprise to determine on a range of issues such as
directors’ obligation and duties, the structure of the board, the role
of auditors and audit committees, disclosure of information,
transparency of matters such as executive remuneration and procedures
for appointments and promotions. Good corporate governance principles
have to meet the aspirations of the organisation, and also its
stakeholders who are interested in the long-term stability and integrity
of the organisation, and the socio-economic environment in which it
operates.
This is the true definition of Corporate Social Responsibility. If we
look at the underlying roots of corruption among financial institutions,
we often see sequence of events that typically start with poor judgement
in the taking of risks, due to corporate or personal greed.
When things go wrong, in an attempt to cover mistakes, recover
losses, and save the organisation as well as their jobs, people are
tempted take riskier decisions that can easily cross the threshold of
corruption. Even though the primary obligation to comply with legal
requirements falls on the directors individually, good corporate
governance has to permeate the entire management.
Good corporate governance often imposes upon the Board, obligations
which go beyond minimal legal requirements.
The management will need to determine to what extent they will use
their own benchmarks for voluntary compliance.
Corporate scandals
Despite all provisions in the law relating to good governance and
codes of best practices, there is an increasing trend of corporate
scandals all over the world. If corporate leaders genuinely want to
deliver the expectations of good corporate governance, they need to
identify and mitigate threats that could lead to corruption. They need
to create a corporate culture that acts as a deterrent against unethical
practices at all levels in their organisations. The assumption that
employees of an organisation will automatically be motivated to behave
as the owners expect, is no longer valid.
People are motivated more by self-interest than in the past, and are
likely to come from different cultures that emphasize different personal
values. As a result, there is a greater need for clear guidance in
identifying and countering threats to good governance and ethical
values.
Employees can easily misunderstand the organization’s objectives, and
their own role and fiduciary duty, especially in financial institutions
that manage other people’s money.
This is why many directors and employees believe that their companies
are best served by whatever actions that generated profits in the past.
Employees are often tempted to cut ethical corners, and they do so
because:
a) they believe that their top management wants them to do so, or
b) they are ordered to do so, explicitly or implicitly, or
c) they are encouraged to do so by misguided or manipulatable
incentive programs.
For example, a commercial bank in Sri Lanka, which had an ‘inflated’
remuneration scheme for its treasury operations staff, discovered a
breach of procedure in its dealing room which led to a huge exchange
loss. This situation caused the two top officials of the bank to resign,
triggered an investigation by the Central Bank, and a probe by the
Securities and Exchange Commission into possible insider dealing in
share sales prior to the discovery of the Forex loss.
Clearly, the ‘greed factor’ tempted some officers at this bank to cut
corners, and take disproportionate risks undue to the exorbitant
treasury bonuses they could earn, if things went well. Indeed, in the
absence of proper control procedures, if things went well as they
expected, their improper actions would have gone undetected, they could
have covered the losses, and even won accolades for their outstanding
performance in Forex trading!
Lack of proper guidelines or reporting mechanisms in financial
institutions may be the result of directors and managers not
understanding their fiduciary obligations. Even where good governance
practice are in place, compliance mechanisms are often nonexistent,
rusty, or neglected, because most directors concentrate on moving the
company forward, and not protecting it from ethical downsides. This lack
of understanding of fiduciary relations for directors, executives, and
also professional accountants, is now widely clarified after the
Sarbanes-Oxley act (called SOX). In the US professional accountants at
Arthur Andersen forgot they should have been serving the public interest
when giving their opinion that Enron’s financial statements were in
accordance with generally accepted accounting principles.
The Enron investigation and SOX has clarified the primacy of the
public interest as the foremost concern of professional accountants.
This clarification is not only for external auditors, but also for
professional accountants employed by organisations.
As employees, they owe a loyalty to the employer, but this does not
supersede their duty to the public interest, their profession, or
themselves.
Failure to identify and manage ethics risk is a major threat to good
governance and accountability.
Recognition of the increasing complexity, volatility and risk
inherent in modern business operations has led to the requirement for
risk identification, assessment and management systems.
The ethics resource centre of the USA has found that there has been
little, if any, meaningful reduction in the enterprisewide risk of
unethical behaviour, even after many years of high-profile corporate
scandals in America. Interestingly, many corporations accept the
importance of having a corporate ethics program, even though very little
compliance is observed in practice.
To be continued
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