Rules versus Principles
I was fortunate to attend an event this week sponsored by Gray Plant Mooty, a Minneapolis law firm. Initially, I wasn’t very excited about the speaker; I didn’t like what he did and what he stood for because he was known to be rather “fast” throughout the 90’s and into the 00’s. He bent rules to enrich his company, officers, and shareholders…until time caught up with him and his company, Enron.
Andrew Fastow, the former CFO of Enron, started his speech by declaring, “I pled guilty because I was guilty”. Those were incredible words to hear from the former CFO who won national awards for being innovative in his field, stretching the rules to benefit his company. He spent six years in federal prison for “stretching” the rules. Now on a speaking tour and teaching ethics classes at various educational institutions, Mr. Fastow described in detail the real-life conflicts we all face – Rules vs. Principles.
He described how he didn’t technically violate any rules and that his group of advisors approved and consented to his plans. His CPA firm concurred with his plans (within a range), Enron’s law firm drafted the necessary disclosures (without providing an opinion), and Enron’s Board of Directors approved his tactics and strategies designed to achieve improved financial performance.
Mr. Fastow told the group about his famous spreadsheet, that he called The “Truth Spreadsheet.” It was used to reconcile the public balance sheet with reality, outlining the various off-balance sheet transactions. At one time, this spreadsheet illustrated the differences between their public bond rating of BBB+ with that of reality, BB-. He said, “I cheated fair and square”.
Mr. Fastow outlined his self-described failings as:
1. Injecting unnecessary risk into the company
2. Didn’t do anything about it
3. Still believed his own story, and
4. Did nothing about it.
He also asked us what our projected earnings would be on our investment portfolios over the next ten years. The group consensus ranged from 4% - 5%. He then asked us to review the public information of Fortune 500 companies to learn what their projected investment rate was on their defined benefit plans. He has done this previously while meeting with several Boards. They arrived at the same projected earnings rates as our group. He then asked them to review their own company’s filings, after which the room became very quiet. His point – there are other companies with similar systemic issues, including those with underfunded pension plans.
Some questions to take away from this:
• What are your projected rates of return over the next ten years?
• Do you have a pension plan? What percent of it is actually funded?
• Of the stocks you own, do similar circumstances exist within those companies?
To summarize, it was a great discussion on the roles we play while working in corporate America. Are we merely following the rules or bending them and stretching them along the way? Are we able to challenge others and ourselves when we know deep in our gut that a certain course of action just isn’t right, even if we get approval from our lawyers and CPAs?
In the end, we must remember that we all need to look ourselves in the mirror every day.
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