1
It was a chilly Sunday evening, the
clouds had gathered around the 18 hole golf course and the adjoining clubhouse;
it could snow anytime now. Inside the club, two people met for the first time.
"I’m the CEO of VanGuard Ltd. for
the last seven years. Something fishy is on in the accounts and finance department. I don't know what it is, I need you to find out what is
happening and who is involved." Simon Zimmerman said. He was a tall,
wide chested man in early fifties with a pear-shaped midriff; had a
strong voice and an imposing persona.
"Do you suspect any particular employee is involved in this?" Michael Wong enquired.
"Do you suspect any particular employee is involved in this?" Michael Wong enquired.
"Everyone's a suspect. And don't
forget, the person who hires a detective is also a suspect." Simon said as
he smiled wryly.
The discussion contrasted the dining
room setting and the ensemble of people around; couples and families were
chattering over meals on surrounding tables. There was the
occasional crying and screaming of children, while the band of waiters criss-crossed
these tables while serving the patrons.
Simon was the CEO of a large trading and
distribution company. He had worked hard to make his way up the ladder, making
tremendous sacrifices in this journey - traveling round the clock, being away from family, not
having the liberty to take a vacation for more than 2 years. He had successfully navigated
the company through the recent recession. However, his recent
results were not very promising and the board wanted to see a greater push to
achieve sales targets. Plus a recent phone call from his aide made him
worried about the company and his position. Simon didn't need to have a
secretive meeting at the Club's Executive Dining room every day. But given the
situation, he felt it was necessary to do so.
"You need to get to the bottom of this and report your observations to directly to me. You ''ll have access to all the information you need - bank account
records, financial statements, employee and payroll records, inventory records,
security camera footage - you name it and I 'll make sure you get it. You need
to pretend that you're carrying out a routine audit. I don't
trust anyone in the company, nobody should know what's going on." Simon
spoke louder than required; he was angry at himself since he couldn't figure
out what was wrong and was desperate to find out.
"How's your equation with the
board?" Michael asked.
Simon took a large sip of whiskey from
his glass and gathered his thoughts. "The Board is divided about my
position. We have 10 board members; 5 executive directors and 5 independent
directors. The independent directors are happy for me to continue since the
company is doing okay in terms of financial performance. The executive
directors mostly want me out. The CFO wants me out since he's the
Chairman's nephew and feels he has more power than he does. He reports to the
board which is highly unusual. His name is Arthur Bennett - he's quite a piece.
The Chairman has the executive directors in his pocket, he wants his nephew to
take on a bigger role, which isn't wrong per se, but this isn't their fucking
family business you know!
Michael was busy taking notes, he had
barely touched his food or his beer which was served a few minutes back.
"How's your equation with the Chairman? And if you don't mind sharing,
what makes you think something is cooking?"
"The equation with the Chairman is
great on face value. But I have known for more than three years about his campaign
to kick me out.” Simon took another large sip and a longer pause. "Is
there an ongoing fraud? It could be a hunch, but it's a strong one. I don't
have any evidence. I want you to meet all heads of business, ask them a mix of questions, some unsettling, others largely elementary. It has to look
like business as usual."
Michael had a lot of questions but he
knew that he had to find the answers through investigation.
"You need to start from tomorrow.
Dig deep and hope you can shock me with what you find. You have two
weeks." Simon said and raised the glass in the air. Michael picked his
beer for the first time and reciprocated by raising the stub before sipping from it.
Michael walked home after dinner. He was
short and athletic; his hair was combed to one side but fluttered in the strong
headwind. He was a composed, sharp, analytical man, who could think on
his feet. Having founded a boutique fraud investigation firm a few years ago, he enjoyed an excellent reputation as a fraud investigator and had recently
received good publicity after helping his clients crack high
profile cases.
His analytical mind was already spinning
ideas on how he would approach the investigation. This wasn't unfamiliar
territory for him. The rewards were high, but he was staring at a mountain of
work before he could count the coins.
The next morning Michael briefed his
subordinate, Rob Thomas who was a manager at the firm. The brief was very
short. ‘Suspected fraud in the accounts and finance department, no leads or evidence available as a starting point, CFO's
related to the Chairman, CEO is on thin ice’.
Michael asked Rob to run all standard desktop review procedures including email scans, financial statements analysis, social media review, discreet verification of all suppliers and customers, balance confirmations, bank statements analysis.
Michael asked Rob to run all standard desktop review procedures including email scans, financial statements analysis, social media review, discreet verification of all suppliers and customers, balance confirmations, bank statements analysis.
2
Michael looked out through the window at the harbour view
from his corner office. It had been a week since the investigation had kicked off.
And it wasn't looking good. They found no fake vendors, no reconciled bank
accounts or suspense balances. The meetings with the key stakeholders or email
scans didn't indicate anything suspicious. He started at the
harbour blankly, with a prominent frown. He lit a cigarette and took a strong,
lung-clogging drag.
"What do we have so far?"
Michael walked back to his desk, collapsed into his chair and asked Rob.
Rob didn't know how to react since he
had spent the last half an hour explaining that all results were clean so far.
He nervously played with the ring on his index finger; trying to think of a
response.
"I sensed that the CFO, Arthur, and his
Finance team didn't open up too much during our interviews. He is the dumbest
guy I have met in a long time. It’s surprising how people can work with him. I
asked him about suspense account monitoring controls and repeated myself
thrice; had to first explain what a suspense account stands for." it's
like a chef trying to learn how to hold a knife.
Michael took a thoughtful pause, before inquiring, "Did you find any issues in vendor discreet checks or in
inventory register?"
"No, we couldn’t find any issues around
fake or suspicious vendors. Even the financial statement analysis looks okay.
The company is growing steadily, sales are steady but rising between 2%-5% year
on year and so is the profit after tax. There is no significant variance. Even
debtor ageing, creditor ageing is under control. I even checked payroll
records, no red flags there." Rob sounded like he had hit a dead end. His
sagging shoulders showed that he didn't know what to do next.
"Look, Michael, this is how our business works -
keep hitting dead ends and keep digging deep until you find something which
everyone else missed. An investigation is like finding a needle in a haystack.
Why do you think we can charge premium rates to our clients? We're supposed to be experts in
fraud detection." Michael knew he didn't have all the answers but had to
keep Rob motivated.
"I can't serve everything to you on a plate. You have to go with your own gut, follow leads till you find something. Don't wait to be guided." Michael paused again. "You get your next weekly off only when you find out what's cooking here." Michael said.
Rob looked up nervously at Michael, picturing his weekend plans going down the drain.
"My instinct tells me that we need to dig deeper into the inventory analysis." Michael said.
"I can't serve everything to you on a plate. You have to go with your own gut, follow leads till you find something. Don't wait to be guided." Michael paused again. "You get your next weekly off only when you find out what's cooking here." Michael said.
Rob looked up nervously at Michael, picturing his weekend plans going down the drain.
"My instinct tells me that we need to dig deeper into the inventory analysis." Michael said.
Over the next half hour, Michael
brainstormed with Rob to come up with additional checks and financial statement
line items to look into. Rob took notes diligently. At the end of the meeting,
Rob felt confident that he could identify the fraud.
3
It was late evening, Rob had spent the
last two days running through innumerable data points, trying to link numbers
to one another and trying to make sense of the variances. He wrote scripts to
find anomalies in ledger accounts, bank books which didn't reveal anything
unusual. Rob got up from his desk, looked out from the VanGard office meeting
room, thinking of what his next move should be.
He saw an empty office, except for the accountant, who was always the last one to leave, working hard, handling documents. 'We accountants have a tough life!' He said to himself remembering how his last week had gone by, working weekends, working late nights, deprived of sleep and time off.
He saw an empty office, except for the accountant, who was always the last one to leave, working hard, handling documents. 'We accountants have a tough life!' He said to himself remembering how his last week had gone by, working weekends, working late nights, deprived of sleep and time off.
Rob was stressed out, he was not a
forensic guy to start with. He began his career as a consultant in mergers and
acquisitions. However, the great recession almost put a lid on that service line.
He was downsized, leading to a miserable eight months of job hunting, from consulting to industry and then literally anywhere. Not knowing what to do, he started taking up menial jobs. His finances were messed up and had a huge credit card debt before he was hired by Michael.
This job was everything for Rob, he had to do well here to save his career and pull him out of his financial mess.
He was downsized, leading to a miserable eight months of job hunting, from consulting to industry and then literally anywhere. Not knowing what to do, he started taking up menial jobs. His finances were messed up and had a huge credit card debt before he was hired by Michael.
This job was everything for Rob, he had to do well here to save his career and pull him out of his financial mess.
Rob wanted to crack this investigation
and he had given his hundred percent. He was still searching for the haystack, let
alone finding the needle within.
He went back to his laptop, remembering
how much work he had to get done. Still thinking about the late sitting
accountant and keen to find some evidence, he reviewed the accountant's role and
delegation of authority. He also reviewed sample documents to check whether the
accountant had exceeded his delegated authority for authorising payments but
found nothing. However, he was surprised to find that this accountant had not
taken a single leave for the last two years. Rob checked further to find that
this accountant did put in extra hours on weekends as well.
Rob ran a few more tests, including
petty cash review to look for irregularities or pattern spends, nothing. Rob
walked around the guy's desk, pretending to go to the men's room, just to
glance at what the accountant was up to. The accountant was signing a few vendor invoices.
Rob saw a letterhead which he recognised. He rushed back to his desk
and discovered the vendor who owned that letterhead.
Rob spent the next two hours, going through the transactions with this vendor and was stunned to find what he found.
Rob spent the next two hours, going through the transactions with this vendor and was stunned to find what he found.
Rob pumped his fist mid-air
and smiled for the first time in 10 days! He continued
working through the night, having gotten the adrenaline boost he was looking
for.
4
It was a chilly winter afternoon. The
snow had just stopped, the surrounding roads, open spaces, trees, cars,
buildings, driveways were covered with thick layers of pristine, white snow.
Michael had just arrived at the VanGard office to meet Simon and update him on the investigation. Simon started with 'You better have some answers!' to
set the tone of the meeting.
Michael started with his findings from
his two-week investigation. "The accountant was passing book entries of
purchases and sales with a particular vendor, where these transactions were
completed on the same day. This particular vendor 'Eagle Industries' was both a
purchaser from VanGard as well as selling goods to VanGard. We looked up to
find that this vendor had registered two payment accounts in the VanGard core
systems, one which belonged to the vendor where payments for all legitimate
purchases were made. The secondary vendor bank account was where all payments
for the book entries were transferred to. The sales proceeds from Eagle
Industries were also received from the same bank account. All of these transactions
were authorised by the accountant, all of which were within his delegated
powers."
Simon tried to maintain his composure.
"How much did the accountant siphon off?" He managed.
"Well, he has been doing this for
the last three years, averaging 12 transactions per month! The accountant
prepared the invoices in such a way that the sale rate for VanGard was only
half of the purchase rate. Hence payment received by VanGard for the sales
proceeds were only half of the payments received for purchases. The guy was
pretty seasoned, he never exceeded his delegation for making payments, didn't create a fake vendor or create fictitious balances in the books. Hence
he wasn't caught by either internal or external auditors. To answer your
question, he would have made approximately seven million dollars in the
process." Michael saw Simon turn red in rage and decided to pause.
Simon held his face into his right palm.
He thumped his fist onto the table, causing the computer desktop monitor to
shake violently. Michael took that as a pat on the back although he was worried about
what Simon would do next. Simon leaned his elbows on the table, head in
hands, still absorbing the information. Michael took a deep breath before he
continued, "We traced the secondary vendor account’s owner, which is a
limited liability corporate; turns out it's not just the accountant who's
behind this. We need to question him and find out who's he working for."
Michael watched silently for the next
fifteen minutes as events unfolded around him. Simon dialed his secretary and
summoned the accountant. The accountant walked into Simon's office with a
positive confident posture, but as Simon grilled him with uncomfortable
questions, the accountant's shoulders sapped. His head was facing the floor for
a while. When he was told about the fraud, he tried to act shocked. However,
when Simon showed evidence of the invoices bearing his signatures, the
accountant had no choice but to confess. He couldn't hold back tears and
confessed that he was only acting on behalf of the CFO.
Michael intervened, "Why should we believe
you? Do you have any evidence of the CFO instructing you? A phone call? Any
emails which could lead to the CFO?
The accountant wiped off his tears, took
a deep breath and sat up in his chair, "No I don't. The CFO always spoke
about this over Friday team drinks after all other staff had left. The vendor
payments were transferred to the Eagle Industries bank accounts. My assumption
is that the CFO must be connected with Eagle Industries for his paybacks.
"How much did you make from
this?" Michael asked, curious to know more.
"I would make ten percent of the
profit made from each transaction."
"How were you paid?"
"The CFO always paid me in
cash."
"Anyone else who was involved or
was aware of this?"
"No. I was the only person doing
this end to end, right from making invoices to authorising payments to these
vendors."
Simon had heard enough. "Why the
fuck did you get yourself into this? You thought you could get away with this?
You have blood all over your hands! You will leave the office right now, don't
you dare take anything from your desk before you go. You will hear from our
lawyers. Get out of my sight! Get out of this building. Out!"
Once the accountant was out of earshot,
Simon continued , "Michael, I want you to get to the bottom of this. Trace
the money and find out where it went. I want to catch the big fish, the brains
behind this fraud. Give me enough proof and I will make sure I dig their
fucking graves!" Simon was getting restless, like a caged lion waiting for
its meal.
5
Two days later, Michael was back at
Simon’s office. Michael began, not wasting any time in pleasantries. "We
did do some more checks. I was curious to find out what this accountant would
do with seven million dollars. So we did a background check on him, his
lifestyle, his expenses, his assets. He is a bit better off than his payroll
can afford; a three bedroom house by the lake, a hatchback and a four by four
but nothing fancy. We didn’t find anything that showed off a millionaires’
lifestyle. So we went after the
corporate, Eagle Industries to look at its shareholders and related parties.
Turns out that Eagle Industries is a wholly owned subsidiary of Hawk Eye
Industries. The Chairman of VanGard is a majority shareholder of Hawk Eye
Industries.
"We are aware of that, we have been
doing business with Eagle Industries for several years and we make related
party disclosures in our annual reports for these transactions." Simon
interrupted.
Michael smiled, "Well this is where
it gets surreal. Our initial understanding was that the transactions with Eagle
were a combination of genuine transactions as well as book entries - we were
calling them genuine since these entries had a corresponding inventory
movement. But even the inventory in-and-out entries were on the same day which
made us suspicious. So my manager did a surprise inventory check last week, on
the day the stock from Eagle arrived and found that the boxes were empty and
contained only cardboard and plastic packing material. This means all
transactions with Eagle were a sham."
Simon was shocked to hear this. He took
a momentary pause. "How did this not get caught in any audits or reviews?
And how long was this robbery going on for?" He enquired.
"Yea, I really doubt if it's
possible to pick this in audits since the laid down processes were followed and
there was never a situation of stock in hand since it was always same day entry
and exit. You usually audit uncleared balances or inventory in hand. Or an
internal auditor will check for documentation which these guys managed very
well. Based on our analysis, the transactions with Eagle picked up three years
back. So including the seven million dollars which were siphoned off through book
entries, this fraud has cost the company approximately 22 million
dollars."
Simon didn't blink, he was controlling
his emotions. He simply absorbed the information. He realised that there had to
be an insider at the stockyard who was colluding and letting this happen. He
took notes of what has happened and his to-dos.
Michael continued after Simon had
finished his notes, "We suspect that the stockyard manager was involved
too since he maintained the stock register and signed on the GRNs (Goods
Received Notes). Moreover, given the fact that Eagle was owned by the Chairman,
his involvement becomes very clear."
"What about the CFO? Do you have
any evidence of his involvement in this?"
"Unfortunately we don't because
there was no communication in writing. The accountant has confessed that he
received his payments from the CFO. Also, the CFO signs the financial
statements every year so he's accountable for its truth and fairness."
Simon sat back in his high chair, deep
in thought, planning his next move. Michael waited patiently, he knew the
situation required hard thinking.
"What do you suggest is the best
plan of action?" Simon asked.
"Well, the situation definitely
warrants calling for an urgent board meeting. We should send dossiers in
advance to all board members including the Chairman so that the news is out
well in advance of the meeting. I can help you prepare the pack along with the
evidences. This would mean the Chairman wouldn't be able to influence the
meeting since he will be bombarded with questions from all the members. You
can give a short briefing of the investigation and then take questions. This
way, it will put you in charge of the situation and the members will themselves
suggest kicking out the people involved.
Simon thanked Michael for his thorough
investigation and said, "I will wait for the dossier."
Once Michael was out of sight, Simon
turned away from his desk to look outside the window at the harbour view. He
saw the frozen water and cars crossing the bridge to go to the north side, where
most people lived. But his mind was clogged with the recent incidents and the way
forward. He lit up a cigarette and took a heavy drag. He remembered his 25
year journey at VanGard and its rise from a small trader to one of the leading
distribution companies in the country.
Simon had risen from a Sales executive to CEO, always surrounded by capable superiors as well as peers. Now, he had to plan the ousting of the Board Chairman, sack a head of the department and an employee.
Simon had risen from a Sales executive to CEO, always surrounded by capable superiors as well as peers. Now, he had to plan the ousting of the Board Chairman, sack a head of the department and an employee.
Some of the board members would blame him
since he was the CEO and this fraud took place right under his nose for such a
long time. 'A lot of heads will turn, people will get pulled up - statutory
auditors, internal audit, risk management, operations, finance - the company
will be in shambles,' Simon said to himself. 'Should I resign? Should I give
up?'
Simon
convinced himself that it was important to kick out the tainted people and to fight for his place. Simon stayed in his office for some time before calling
it a night.
6
On the day of the board meeting, Simon
got up early, he cleaned himself and got into his best suit, selected a blood
red tie. 'It's bloodshed time!' he said to himself. He got into his office
early and went through the dossier again, revising his briefing in his mind and
preparing answers for potential questions which the board members might ask. He
felt confident about the meeting, probably his most important as the CEO.
He was the first to enter the boardroom, making himself comfortable in a room he had been into, several times in the past. Today was different though; there was the adrenaline rush of pinning the fraudsters and kicking them out as well as the fear of his job being on the line.
He was the first to enter the boardroom, making himself comfortable in a room he had been into, several times in the past. Today was different though; there was the adrenaline rush of pinning the fraudsters and kicking them out as well as the fear of his job being on the line.
The board members came one by one, met
Simon and expressed their shock and concern. An independent director, Jack Wong
confessed to Simon that he could never trust the Chairman fully.
Others were completely unaware of the misdeeds. The Chairman walked in, Simon had imagined in his head that he would come in and sit quietly in his chair, not interacting with anyone. But it was quite the opposite, the Chairman greeted everyone as if it were business as usual. The cockiness was driving Simon mad - he wanted to grab the Chairman by his collar, wrap his tie around his neck, strangle him a bit and confront him. He managed to convince himself out of it.
Others were completely unaware of the misdeeds. The Chairman walked in, Simon had imagined in his head that he would come in and sit quietly in his chair, not interacting with anyone. But it was quite the opposite, the Chairman greeted everyone as if it were business as usual. The cockiness was driving Simon mad - he wanted to grab the Chairman by his collar, wrap his tie around his neck, strangle him a bit and confront him. He managed to convince himself out of it.
Simon went and sat in his chair, he had
chosen to sit just next to the Chairman's seat, so that he could see everybody,
everybody could see him and he wouldn't have to face the Chairman while speaking.
Simon saw everyone seated and was about
to begin the meeting when Chairman started speaking. "Thank you all for
joining in at such short notice, I understand that a couple of independent
directors had to take an early morning flight to be here on time and I
appreciate that." He took a momentary pause.
The Chairman was crisp and confident; he
still had that commanding tone despite the circumstances. "First things
first, Simon, you are not authorised to call for a board meeting. So this
meeting and all discussion held here today would be null and void. And before
you start talking about your made-up and dramatised story, which is completely
ridiculous, I just wanted to say a few words."
He glanced at Simon for a moment and continued "I have been a co-founder of this company and have been with the company for more than 30 years, with more than 15 years as a Chairman. This company is like my baby, it is my child and no one would kill or rob their own child. I have worked extremely hard over these years and built this organisation with sweat and blood and made it one of the biggest distribution companies in the country. About the dealings with Eagle Industries, I can assure that all transactions with them were at arm’s length and genuine. I deny all allegations this gentleman has against me. The truth is; I shouldn't be saying this, but I don't have a choice. Simon wanted a place on the board for some time now; he had spoken to me a few months back. I assured him we will look into how you can transition. Seems like he is in a real hurry! That's why he has come up with this sensational trick to get a seat on the board."
He glanced at Simon for a moment and continued "I have been a co-founder of this company and have been with the company for more than 30 years, with more than 15 years as a Chairman. This company is like my baby, it is my child and no one would kill or rob their own child. I have worked extremely hard over these years and built this organisation with sweat and blood and made it one of the biggest distribution companies in the country. About the dealings with Eagle Industries, I can assure that all transactions with them were at arm’s length and genuine. I deny all allegations this gentleman has against me. The truth is; I shouldn't be saying this, but I don't have a choice. Simon wanted a place on the board for some time now; he had spoken to me a few months back. I assured him we will look into how you can transition. Seems like he is in a real hurry! That's why he has come up with this sensational trick to get a seat on the board."
The members were visibly impacted by
this opening address. The Chairman had managed to establish empathy
and a seed of doubt about Simon's allegations. Simon saw a few members
exchanging a few words and a few who were blankly staring at each other.
Simon waited for the right moment to
begin. "Mr. Chairman, thank you for giving the opportunity to present my
findings." He tried his best to suppress the sarcasm. "Just to clear
all doubts about this meeting, the articles of association of our company,
Clause 37(c) states that any member of the board or the Company Secretary can
call for a meeting, provided that a minimum 7 day notice is given to all
members. This meeting has been called upon by the Company Secretary and is hence
legal and valid.
Mr. Chairman, I have had the privilege
to work in your organisation for 25 years and have seen it grow from strength
to strength. It's this journey that makes me feel that I'm an integral part of
it. It saddens me that a few people were making huge personal gains and deeply
damaging its finances and reputation. The company has incurred losses of 22
million dollars due to an internal fraud which went on for three years. These losses
were incurred due to a combination of book entries and bogus purchases with Eagle
Industries. The book entries were passed by our accountant showing purchase and
sale transactions with Eagle Industries. The accountant has confessed that he
was doing this for a percentage which he received in cash from the CFO."
Simon chose his words carefully; he didn't want any of them to pick on words
which deflect them from the actual findings.
"The bogus purchases from Eagle
Industries were based on collusion with the stockyard manager. The goods
entered and exited the stockyard on the same day, but these were empty boxes
with just packing material. The manager allowed this for a cut as well. Eagle
Industries, as we know already, is a company owned by Mr. Chairman. The CFO is
also a stakeholder in this company, which was not known to us earlier since it
was never disclosed as a related party relationship in our financial
statements.
Hand on heart, I feel responsible for
not detecting this for such a long time. But I did manage to uncover it and it
is my duty as the CEO to present all facts to the board to make a decision. The
full report of the findings has been appended in the dossier too. We have
already sacked the accountant and the stockyard manager and we will be pressing
charges against them. And last but not least, I do have ambitions to get onto
the board but that is just a healthy ambition and I have never cut corners to
reach an ambition." Simon spoke with passion, stressing on keywords and
noticed that most of the board members resonated with him.
The board members exchanged a few
glances. A senior board member, Warrick Wahlberg asked a question which was
bothering him.
"It is baffling that this fraud was
never discovered. We have quarterly risk reviews, internal audits, external
audits and what not. But all the board has seen and heard is in past is 'no red
flags'. All dashboards were green and amber when this fraud operated like a well-oiled
machine. Could you explain that to the board, Mr. Zimmerman?
"Sir, I agree that this wasn't
uncovered in any reviews, the perpetrators took utmost care to ensure that
processes and controls were followed. Hence there were no lapses with the documentation, no fake vendors, no uncleared balances, which could have raised
an alarm. Similarly, there were no period end inventories which could be subject
to review." I conducted a forensic investigation through a fraud expert
which uncovered this." Simon answered.
Another board member questioned
"Mr.Zimmerman, as the CEO, where did you think you felt short? And what
you could have done better to prevent it from happening?"
Simon had not anticipated this question.
He cleared his throat and said " Sir, there were no warning signs of
something being out of place. The only thing that could have made a difference
was employee rotation since a lot of people got too comfortable in their
chairs. Internal frauds are usually very cautiously operated and in this case,
it was orchestrated from the top which made it easier to keep secrets. I can
submit formal mitigating actions that we could take to avoid this in the future,
but these will make frauds difficult but not impossible. I will submit these to
the board in the next meeting for its review."
The board members continued to ask
questions, many of them uncomfortable, but Simon managed to provide facts
without getting emotional.
Once the questions had faded out,
Warrick took the lead to ask a question to the Chairman.
"Mr. Harold, do you have anything
to say in your defence?"
The Chairman shuffled uncomfortably in
his seat, leaned forward as if to reach out to a microphone kept in front of
him. "I was not aware of this fraud until it was brought to my notice. I
am being framed here and this is a plot to sabotage my image. You will hear
from my lawyer very soon." He said. His voice was suppressed and
quavering, quite unlike the confident tone he managed earlier.
"Well, in that case, in the best
interest of the board, I move that Mr. Harold be removed from the board
with immediate effect by majority vote." Warrick said. He then looked at
the Company Secretary who nodded at Warrick.
"I second the motion." Jack
Wong, one of the independent directors said.
Simon smiled, without showing it on his
face. He knew that a seconded motion would have to go through a vote. He had
fuelled a fire and loved it, although he knew this was not going to be easy. After
all, this was a motion to kick out a co-founder who had built this company from
scratch.
Harold had handpicked members of the board. He was a people's person and commanded respect from his peers. This vote was asking the board members to sack the person who had hired them. Simon had estimated that out of the ten members excluding the Chairman, at least four executive directors were in the Chairman's pocket, which meant that at least five of the remaining six had to vote against the Chairman.
Harold had handpicked members of the board. He was a people's person and commanded respect from his peers. This vote was asking the board members to sack the person who had hired them. Simon had estimated that out of the ten members excluding the Chairman, at least four executive directors were in the Chairman's pocket, which meant that at least five of the remaining six had to vote against the Chairman.
The voting began. The Company Secretary
went around the table one by one to get each member's votes. Out of the four
crony executive directors, one abstained from voting and three voted against
the motion. It was more or less in line with Simon's prediction. The fifth executive
director voted in favour of the motion. The Company Secretary then turned to
the first independent director who abstained from voting too.
Given that Warrick and Jack had voted in
favour, it was three votes in favour of the motion, three against it and two
abstained votes. With two votes remaining, Simon nervously shuffled to the edge
of his seat.
Another independent director abstained
from voting, which meant that the last director had to vote in favour, else the
motion would be dismissed.
The last independent director was Mr.
Edmond Giles. He was recently brought on board by the Chairman and was an ex-banker
and holding directorship with another organisation. He was a humble person and
had never sacked another person. "Mr. Harold, I have followed your career
with great interest. You have been an inspiration for entrepreneurs and I have
tremendous respect for you. I don't have much history with this company but as
a director, it is my duty to prioritise its interests over an individual's
interest." He spoke in a frail voice, taking time to construct the
sentence in his head.
"I, therefore, vote in favour of the
motion. Very sorry Mr. Harold."
The Company Secretary took a minute to
calculate the result and declared that the motion was now a resolution.
Simon almost threw both arms up in the
air. But he chose to keep a straight face. The Chairman had seen enough. He
stormed off the boardroom, muttering abuses as he opened the door and exited
the room. Another resolution was then passed to remove Mr. Bennett, the CFO
with immediate effect. The meeting was concluded and the members started making
their way out of the room.
Jack Wong, the independent director, stopped
by to congratulate Simon. "Well done!" He said. Simon managed a half
smile, jubilant inside, but still managing to keep a straight face.
7
That evening Michael called Simon to
check on how the meeting went.
"Hi Michael, thanks for checking
in. It was nail biting but we managed to throw the Chairman out of the
board." Simon sounded relaxed for the first time. "Thanks a lot, for
everything!"
"No worries, happy to help. I was
just curious about one thing, how did you find out that something was off? There
was nothing apparent to suggest any fraudulent activities."
Simon smiled, "Honestly, I didn’t!
A few months back, we had a bring-your-child-to-work day. The CFO’s teenage daughter
was wearing reading glasses which, I found later, were worth $12,000. My
grapevine told me that the CFO had claimed reimbursement of reading glasses as a business expense. That's when I realised something was fishy, but I never
imagined it to be such a massive fraud!"
Comments
A plot well 'plot', shows your acumen for finance 😎. All in all a must read and you should give it a shot to record this in reel life.
I see our own John Grisham in making. Keep it up bro 👍