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The case “Corporate Governance Failure at Ricoh India: Rebuilding Lost Trust” discusses the series of events post disclosure of falsification of the accounts and violation of accounting principles, leading to a loss of INR 11.23bn for the company, eroding over 75 per cent of its market cap (Financial Express, 2016). The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. The case highlights the responsibility of the board of directors, audit committee and external auditors and discusses the changes required in the corporate governance structure necessary to ensure that such incidents do not take place. The case also delves into the classic dilemma of degree of control that needs to be exercised by the parent over its subsidiaries and freedom of independence given to the subsidiary board, which is a constant challenge all multinationals face. Such a dilemma often leads to the challenge of creating appropriate corporate governance structures for numerous subsidiaries.

The case is intended for MBA courses on corporate governance, business ethics and also for the strategic management courses in the context of multinational corporations. The case can be used to develop an understanding of the essential of corporate governance with special focus on the role of the board of directors, audit committee and external auditors. The case highlights the consequences and cost of poor corporate governance. The case can also be used for highlighting governance challenges in the parent subsidiary relationship for multinational corporations. The case can be used for executive training purposes on corporate governance and leadership with special focus on business ethics.

This case presents the challenges faced by the newly appointed Chairman Noboru Akahane of Ricoh India. In July 2016, Ricoh India, the Indian arm of Japanese firm Ricoh, admitted that the company’s accounts had been falsified and accounting principles violated, leading to a loss of INR 11.23 bn for the financial year 2016. The minority shareholders were agitating against the board of directors of Ricoh India and were also holding the parent company responsible for not safeguarding their interest. Over a period of 18 months, Ricoh India had been in the eye of a storm that involved delayed reporting of financials, auditor red flags regarding accounting irregularities, a forensic audit, suspension of top officials and a police complaint lodged by Ricoh India against its own officials. Akahane needed to ensure continuity of Ricoh India’s business and also act quickly and decisively to manage the crisis and ensure that these incidents did not recur in the future.

The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. More specifically, the case addresses the following objectives: provide an overview of corporate governance structure; highlight the role of board of directors, audit committee and external auditors; appreciate the rationale behind mandatory auditor rotation; appreciate the consequences of poor corporate structure; explore the interrelationship between sustainability reporting and transparency in financial disclosures of a corporation; understand management and governance of subsidiaries by multinational companies; and understand the response to a crisis situation.

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CSS 11: Strategy.

This study enables to critique the development of a sustainability strategy brand; integrated reports, sustainability reports, usage of safe internet and online learning skills to reduce inequalities and increase stakeholders’ values.

Digi Telecommunications (Digi) has been publishing annual sustainability reporting in line with Global Reporting Initiatives since 2009. Albern Murty, Chief Executive Officer (CEO) of Digi, the largest player in the mobile telecommunications industry in Malaysia by the number of subscribers, decided to establish a responsible business brand known as Yellow Heart in 2018 to better serve their stakeholders demand. There was a low stakeholder understanding of Digi’s sustainability efforts and societal impacts. Digi’s Sustainability department aspired to make Yellow Heart the best industry practice for continuous improvements by making Responsible Business commitment one of the main pillars of the company’s strategy and vision. Yellow Heart was linked to Sustainable Development Goals (SDG)10 on reducing inequalities by focusing on Digital Inclusion and Resilience to increase safe access opportunities, provide marginalized communities with opportunities to pursue interests in digital learning pathways and create a more sustainable digital future for all. The case study illustrates the sustainability management at Digi and the planned migration from sustainability reporting to integrated reporting to build trust in the business with all the stakeholders. The case dilemma involves the challenges that Philip Ling Oon Hun, the Head of the Sustainability, faced in deciding the SDGs to focus on and measuring and reporting their outcomes to contribute to the greater good, not only in pure business terms but also to society at large.

This case is appropriate for undergraduate or graduate-level programs in Accounting, Corporate Governance and Strategy Implementation.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

The case is appropriate for courses in financial accounting and reporting, audit and assurance, forensic accounting, accounting practice and regulations and corporate governance. After studying the case, students should be able to explain the concept of control and power under IFRS; explain the concept of economic; discuss audit committee and external auditor independence issues and ways to strengthen auditor’s independence; assess the usefulness of the new extended audit report; and evaluate the role of gatekeepers such as financial analysts, audit committee, external auditor, institutional investors and regulators in enhancing the quality of financial reporting.

This case focuses on the accounting policy choices of the foreign associates of AirAsia Berhad. AirAsia Berhad is a phenomenal success, from a debt laden company to having been voted as World’s Best Low-Cost Airline in the annual World Airline Survey by Skytrax for eight consecutive years from 2009 to 2016 and the World’s Leading Low-Cost Airline in the annual World Travel Awards for four consecutive years from 2013 to 2016. In June 2015, an analyst report was leaked, and it led to heated discussion and exchanges in the market. The report questioned the non-consolidation of AirAsia Berhad associates. The share market also reacted. Various players in the market came into foray with their statements and opinions on the merit of the accounting policy choice by AirAsia Berhad. Whose views actually reflect the nature of accounting policy choice that is true and fair? Are these gatekeepers attesting to the accounting crux of substance over form?

Senior undergraduates; MBA; EMBA

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CSS: 1: Accounting and Finance

On completion of analysis of this case, students would be able to: appreciate the context of a typical delisting decision of a public company that is part of a large business group; analyze the complex nature of the relationships among the promoter shareholders, minority shareholders, government-controlled financial institutions, independent directors and executive directors in such a situation of transfer of value; and develop the best possible course of action for the promoters, independent directors and public shareholders, keeping into consideration the principles of corporate governance and the objective of shareholders’ wealth maximization.

The case presents an opportunity to examine the corporate restructuring and governance issues associated with the delisting attempt of India-based mining company Vedanta Ltd., by its London-based parent company, Vedanta Resources. The case focuses on the conflict of interests between the promoters of a business group and the public shareholders of a subsidiary, and the pivotal roles independent directors and proxy advisory firms play in supporting the public shareholders.

The case can be discussed in a graduate-level corporate strategy course that deals with restructuring and governance issues in companies, especially large group companies. It can also be discussed in a course of corporate governance where students have the opportunity to understand the potential conflict between promoters and other shareholders, and the moderating roles the independent directors and institutions may play in resolving such conflicts.

Teaching notes are available for educators only.

CSS 11: Strategy.

The case study is designed to help students understand how the “growth at all costs” attitude can lead to compromised corporate governance in a start-up leading to disastrous implications for all the stakeholders. This case study aims to make students understand the components of the fraud triangle, the impact of financial fraud on various stakeholders, the role of venture capitalist (VC) investors and the importance of good corporate governance in start-ups. The case study presents an excellent opportunity for students to discuss the consequences of ignoring good governance in the pursuit of growth in a start-up. After analyzing the case study, the students shall be able to explain the concept of the fraud triangle and to be able to identify the motivation, opportunity and rationalization of financial irregularities in a start-up; analyze the impact of financial irregularities on various stakeholders; comprehend the business model of VCs and evaluate its influence on VC-funded start-ups; and appraise the importance of good corporate governance in start-ups.

The case study revolves around the confession of financial irregularities made by one of the cofounders of GoMechanic, a start-up headquartered in Gurugram, India. On January 18, 2023, Amit Bhasin confessed to financial irregularities in the company’s financial statements, leading to laying off 70% of the workforce of the company. GoMechanic had earlier raised close to US$62m [1] from maverick global investors including Sequoia Capital, Tiger Global, Orios Venture Partners and Chiratae Ventures, and was negotiating to raise Series D financing from the Japanese multinational SoftBank with aspirations to be a unicorn (start-up with a valuation of over $1bn). The confession led to a debate about the consequences of the “growth at all cost” culture being followed by start-ups as well as VCs. GoMechanic was not an isolated instance of a lack of governance in the start-ups. The confession had consequences not only for the GoMechanic but for the entire start-up ecosystem of India, which was the third largest in the world. Bhasin stated that the founders take full responsibility for the situation, and they were working on a plan which was most viable under the circumstances. However, it was not going to be easy to regain the confidence of the investors.

The case study is best suited for senior undergraduate- and graduate-level business school students and in executive education programs in courses such as corporate governance and ethics, private equity and entrepreneurial finance.

Teaching notes are available for educators only.

CSS 1: Accounting and finance

Leadership, international business, financial reporting, entrepreneurship

The case study is aimed at undergraduate students at a 300 level.

Mr Badr Jafar, co-founder of the Pearl Initiative (PI), is the chief protagonist in this case study set in the Gulf Arab states. He launched this company at the United Nations in September 2010, and the launch was timely, as business leaders were looking to rebuild the global economy following the economic downturn. The Initiative was originally the idea of a number of leading company owners in the countries of the Gulf Cooperation Council (GCC). The company vision is to improve business practices for the benefit of business and society in the future, but the context is one of a highly competitive and secretive business environment. The mission of the PI is to improve private sector corporate culture to one of transparency and accountability. The PI approaches that mission through building a network of business leaders in the GCC, particularly those from the family-owned companies in the private sector. A biography of the founder and the background to the founding of the PI is given, followed by a rationale of the company structure. The potential influence of the network of companies and leaders on the socio-business climate is considered. The specific activities are outlined within the strategy of the PI to address four key business areas: anti-bribery and corruption; corporate governance; corporate reporting; and women in leadership The PI focuses on raising awareness about the potential benefits of social entrepreneurship for business and society. To what extent this relatively new model of business can be successful in the context of the GCC is a case dilemma. Key issues: There are two main issues raised in the case study: the rationale for the relatively new business model of social entrepreneurship and the extent to which PI can modify the past and current GCC business environment by addressing the four business areas.

Students will be able to: analyze the business case for social entrepreneurship and explain the contribution of PI activities for changing the business environment.

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Corporate governance; General management; Strategy

Post Graduate/MBA

Tata Group is a conglomerate having 29 listed companies with consolidated revenues of $103bn in FY2016. On October 24, 2016, Cyrus Mistry, chairman of the group has been replaced in an unceremonious way from this job, in a boardroom coup, without being given any opportunity to explain his case. This news arrived in the media between October 2016 and December 2016 and wide and public debates took place on the corporate governance practices of Tata Group. Mistry’s ouster was attributed to non-performance, unethical practices and non-compliance to Tata culture. This case presents the Tata Group performance before Mistry, at the ouster of Mistry, the major trouble points and the corporate governance activities that took place in this saga at Tata Group. The real losers in this battle were the investors who lost $12bn between October 2016 and December 2016. Many of Tata Group companies’ stocks plunged.

The students will learn corporate governance, know how a non-listed company control and govern listed entities, know the way performance of a chairman of a company has been evaluated and learn how ethical and cultural issues impact the performance of chairman of a listed company.

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CSS: 11: Strategy

The case would be specifically useful in courses related to Corporate Governance, Board Dynamics, Leadership, Organizational Behaviour, Corporate Ethics and Strategic Management.

For Post-graduate/Doctoral and Executive Programme/Management Development Programme level courses in Corporate Governance, Board Dynamics, Leadership, Organizational Behaviour, Corporate Ethics and relevant areas of Strategic Management.

The case relates to the imminent departure of Raamit Pell, the founding CEO of Xcelent Services, an educational service provider, to his parental organization at Kozerton after completing his current five-year term. Raamit had moved from Kozerton to become CEO of Xcelent Services. Many of Raamit’s senior executives at Xcelent were not happy about his decision to return. They felt that his departure at this moment might, on the one hand, slow down the ongoing major expansion plans and on the other aggravate a mutiny, under covert Board patronage involving a powerful clique of certain senior executives. The parental agency finally agreed to release him. On the day of Raamit’s farewell, where surprisingly even the clique members were present, many executives appeared sad. Observing the mood, Raamit wondered whether his decision to return to Kozerton was the right one.

To understand the internal governance, leadership and behavioural environment of a company. To understand the impact of internal power equations of a company on the morale of its people. To analyze both the inconsistency between the stated goals of the organization and the revealed actions of its top decision-makers; and the lack of restraint on the power struggle among the top actors of the organization. To identify effective strategies for addressing such issues in future so that their fallouts would be minimized. To relate the behaviour in an organization to the organizational behavioural theories related to leadership, corporate governance, corporate ethics, managerial behaviour and agency problems.

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CSS 11: Strategy.

The case is aimed at providing students with an opportunity to understand various aspects of corporate governance and the consequences of poor corporate governance. The case addresses the following objectives: The students need to assess the role of the board in implementing corporate governance. The students should be able to explain the conflicts experienced by various stakeholders in an organization. The students need to evaluate the balancing act of growth and governance in a startup. The students should be able to determine the current state of business sustainability of the high-growth startups in India.

The case presents the challenges faced by the CEO of BharatPe, Suhail Sameer. Beginning in 2022, Bharatpe was in deep trouble as there were allegations of financial mismanagement, toxic work culture and widening losses. Co-founder Ashneer Grover and his wife Madhuri had to leave the company following charges against them. As Grover was the face of the company, Sameer would have to quickly act on filling the void and reassuring investors. Because of the uncertainty, scores of employees had already quit or were looking for other jobs. Questions were also raised about the board’s inaction and lack of proactive measures. After a meteoric rise for three years, BharatPe was struggling to survive the whole episode and put its focus back on business.

The case is intended for MBA students in corporate governance, organizational behaviour, business ethics and strategic management areas. As the case reveals the impact of poor corporate governance, it can also be used for executive training purposes on corporate sustainability, governance and leadership with a special focus on Indian startups.

Teaching notes are available for educators only.

CSS 11: Strategy.

This case is based on primary archival research. The original reports from MSCI, Sustainalytics and S&P 500 formed the foundation of the case in addition to the 144-page Tesla’s 2021 Impact Report. Secondary sources were used to provide contextual information. All sources are cited as endnotes.

In June 2022, Tesla, Inc., the Austin, Texas-based electric car company faced a number of challenges that called into question its environmental, social and governance (ESG) credentials. Questioning the company’s corporate governance practices, SOC Capital, a watchdog organization publicly released a letter that it had sent to the United States Securities and Exchange Commission where it had demanded that the agency sanction the company for not replacing an independent director at its next stockholder meeting. The State of California’s Department of Fair Housing and Employment filed a lawsuit alleging various counts of discrimination at Tesla’s manufacturing facility in Fremont, California. S&P Global removed the company from its index of ESG companies. This action had negative consequences for the company’s stock price. Tesla’s board of directors, led by Robyn M. Denholm, had to address Tesla’s overall approach to ESG in light of these challenges.

The case is suitable for an upper-level undergraduate or an MBA course on strategy or strategic management.The issues in the case involve the stakeholder perspective, corporate governance and the purpose of a firm. Instructors face two choices here: using this case early in the course introduces the broader stakeholder perspective early on without addressing it as an afterthought at the very end of the course. The other choice is to use it at the end because most strategy textbooks cover these topics at the back end.