Beware of family influence on the board
As always, journalists also need sources within the board, both those connected to the family and independent directors.
Board independence was an issue in the aftermath of the scandal at India’s Satyam Computer Systems Ltd.
The Satyam fraud was revealed after the company initially agreed to pay $1.6 billion to acquire two companies run by the sons of Ramalinga Raju, Satyam’s chairman and founder. Raju’s family ran Satyam — his brother was CEO — with just an 8 percent shareholder stake.
But when the company attempted to acquire the two family-owned companies for a huge price, shareholders revolted and the shares took a pounding. The board reversed its decision on the acquisition.
Raju was forced to admit, in a public letter, that he had falsified the books over the years, and that $1.04 billion in cash and bank loans that the company listed as assets in the most recent quarter did not exist. Eventually, the company restated results for six years, from 2002 to 2008, to delineate the fraud.
How was Raju able to get away with the fraud for so many years, under the eyes of his board, regulators and auditors?
Should journalists have realized before the scandal broke that all was not right with the company? A BusinessWeek story counted the undetected red flags at Satyam:
The board had six non-management directors, but four were academics and one was a former government cabinet secretary. Only one member had previously served as top executive of a technology company.
The company had no financial expert on its audit committee.
Although Satyam separated the positions of CEO and board chairman, both positions were occupied by brothers who also had a major interest in the company and were members of management.
The board had no independent board leadership.
Questions to ask about family businesses:
Does the family have its own governing body to interact with the board and management?
Does the board have non-family directors? Are they truly independent, or somehow still connected with the family?
How many generations of family have ruled the company? Are there generational tensions?
Does the company have a way to monitor and address family conflicts of interest?
Do unequal voting rights give family members a disproportionate role in share-holder decisions?


