Corporate Governance Failure: The Satyam Case Study

Background of Satyam Computers

Description:  Satyam Computers, winner of the Golden Peacock Award for excellence in corporate governance, ironically became a noted failure in the history of governance in India when Ramalinga Raju, founder and chairman, admitted fraud in his resignation letter.  An unrelated acquisition by Satyam Corporation created discontent among shareholders and lead to a series of investigations.  The investigations revealed a fraud of about INR 50 billion ($1.5 billion).  This led to resignations by several board members and the CEO.  Ultimately, Tech Mahindra acquired the company. The entire episode became a mockery of corporate governance practices, raising questions about the efficacy of well accepted norms.

This case covers the events that led to the failure of Satyam’s governance practices.  The roles of various parties, such as the managers, board of directors, auditors and bankers, are discussed in detail.  The case draws attention to various corporate governance and ethical issues, providing an opportunity to discuss the measures that should be taken by regulators, auditors and other bodies to prevent such frauds.

Assignment:  Students must address the following questions in an essay:

Discuss the circumstances under which Satyam's fraud was exposed.What do you think were the reasons for the fraud?  How was the fraud able to occur?

Critically evaluate the corporate governance mechanisms adopted by Satyam.What characteristics of the board of directors may prevent financial statement fraud?  What lessons about the audit committee can be learned from this case?  What other governance mechanisms should be adopted to ensure compliance?

Directions:  Students should address the questions above in a typed document (double spaced; 12-point font; 5 pages maximum; essay format). Strong responses will reference the material covered in Chapter 10 of our textbook, as well as the additional readings suggested on the following page.  Students may also conduct their own research on existing literature to formulate answers to the questions posed above.

Guidelines:  Please note the following:

All case reports are to be written (double spaced) using 12 point type with a serif font for the body (Times New Roman) and sans serif font for headings (Calibri).  The report should follow correct form, spelling, grammar, etc.  The body of the paper should be no more than fivepages including specific recommendations supported by your analyses.  Number the pages.  No title page is required.

The reportmay include an assortment of charts, tables, and exhibits in an appendix to support your analyses and recommendations.  Do not add exhibits that are already included in the case.  Each exhibit must be referenced and discussed in the body of the paper.  The appendix does not count towards the main body limit of five

Please reference all sources used in the main body of the report.

The main body of your report should contain sufficient detail to explain and support the major issues identified in the case and the primary recommendations for solving these  Do not just rehash case facts.Present an insightful and unique analysis.

The reportswill be judged according to standards of effective business communication.  They should be clear and cogent.  The criteria for grading case reports include:

Use of appropriate analytical techniques, sound logic, and well-supported arguments in evaluating the organization’s present condition and future prospects.

Evidence of your ability to formulate realistic and workable recommendations for action.  Quality contributions will reference the material in Chapter 10 of your textbook, as well as the additional readings suggested below.

Thoroughness -- both (a) scope and coverage and (b) depth of analysis.

Use of a clear and effective writing style; i.e. strong communication skills.