I. Case Synopsis This is best expressed by sharing Satyam’s history, credibility, financial health, media/investor crisis, fraud discovery and aftermath. Satyam’s Respectable and Progressive History: 1987 = founded by the two brother Rama Raju and Ramalinga Raju 1991 = converted from private limited company to a public company 1992 = issued shares to the public 1993 = entered into its first global foray by establishing a joint venture with the US company Dun and Bradstreet 1996 = set up its first office in the US and developed new business partners around the world opened IT schools in India and four subsidiaries 1998 = made its first Greenfield investment in the United States and opened two software developments centers 1999 = merged with different subsidiaries and was listed on the NASDAQ 2000 = won the national HRD Award 2001 = software development and information technology 2003 = received the IBM Lotus award for innovation 2008 = became India’s 4th largest software development and information technology company Satyam Establishes Credibility: • Formed a board of five independent and four internal members – having only two that were related (the founding brothers of the company) • First Indian company to post its audited results for the 2007/2008 financial in accordance with the International Financial Reporting Standards • Entered several alliances with companies like World Bank, Yahoo!, Microsoft, Emirates, and many other well-established and
Basically, Bob did well in establishing advisory board, including CEO, COO, and financial expertise and Marketing expertise, who have the family-owned background or service industry background. Also, there was one female member who would be able to help the company better understand the female customers or help the female family member to involve in the family business. With the development of company, Bob added new members to the board according to the business needs. This is another good point.
The Board of Directors consisted primarily of Gerry Wiegert, John Pope, and Barry Rosengrant. Gerry was the President, so it was typical for him to be a part of the board. John Pope was a financial consultant; therefore, he was adequate to be the financially literate person on the board. Barry was in real estate, but he was a consultant of Vector Car which gave him some knowledge of the company. Dan Harnett and George Fencl were also a part of the board for some point of time; they also had adequate knowledge to be capable additions to the board with their knowledge of law and
Bob did a really good job in selecting the outside talent to represent on the advisory board. Bob knew that the family owned businesses had their own challenges so he chose Barry Ready, President of Readymade Office Systems, to join the Board because of the similarities between the two businesses. Bob also brought in functional experts Dick Crandall (finance) and Jim Carter (sales and marketing). Later, Bob added Peggy Thomas to bring diversity to the board and Mark Anderson, COO of Portland Timber, because of his real estate expertise.
We didn’t find that any of the board members were employed with the company in the past and interlocking directorship is not found neither. There is three female board members which is very good number taking the highest number of females in the board
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In this incident, the chairman of one of India’s largest technology company, Ramalingam Raju, the person who has sought to use technology to improve life in rural India said that he concocted important financial results, including a cash balance of more than 1 billion dollars. Analysts in India have termed the Satyam scandal India's own Enron scandal. Some social commentators see it more as a part of a broader problem relating to India's caste-based, family-owned corporate environment. This Scandal is obviously a major blow to the reputation of the IT outsourcing industry in India, and reveals some of the challenges of due diligence in such relationships.
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Describe the governance structure at Satyam. What was the “tone-at-the-top” at Satyam during the fraud
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