OMPUTER
ASSOCIATES, embroiled in one of the nation's longest-running accounting
fraud investigations, announced on Friday that Sanjay Kumar, its chief
software architect and former chief executive, was finally making his
exit.
Bloomberg News
Sanjay
Kumar said he is leaving
Computer
Associates altogether. |
In a blinding glimpse of the obvious, Mr. Kumar, who clung to the
company even as investigators from the Justice Department and the
Securities and Exchange Commission inched closer, said: "It has become
increasingly clear to me in the past few days that my continued role at
C.A. is not helping the company's efforts to move forward."
Is the company really trying to move forward? Mr. Kumar's
defenestration is only the last in a line of disappointingly incremental
moves by
Computer Associates International to clean house. The company does
not seem to understand that such big problems - a recent $2.2 billion
restatement of sales booked during 1999 and 2000 and a federal
investigation that has produced four guilty pleas among former managers,
including a chief financial officer - require decisive and comprehensive
action.
Lewis S. Ranieri, a Computer Associates director since 2001 and
former Wall Streeter, is running the company now. It is something of a
mystery why Mr. Ranieri, known as an aggressive trader in his years at
Salomon Brothers, has not acted more boldly to set the company on a
fresh course.
Associated Press
Lewis S. Ranieri
|
An especially odd move was the company's ludicrously lowball, $10
million offer to the United States government to make the twin
investigations go away. The offer, described as "initial," was disclosed
in a company filing last month.
The $10 million offer matches what Computer Associates paid two years
ago to Sam Wyly, a dissident shareholder, to get him to pipe down. Mr.
Wyly, a Texas investor, accepted the money and dropped a challenge he
had made to elect five new members to the Computer Associates board.
Maybe the company figured that what worked with Mr. Wyly could work
with Uncle Sam. But offering the same amount to the government
investigating allegations of accounting fraud seems wildly
inappropriate, to put it mildly.
An even larger question is this: What's up with the notion of
offering $10 million of shareholders' money to settle with the
government? If the government finds that management misconduct occurred
at Computer Associates, it seems wrong to ask the shareholders to pay
for a settlement.
GARY LUTIN, an investment banker at Lutin & Company in New York,
conducted a nonpartisan forum for Computer Associates' shareholders
during a proxy fight in 2001. In a letter last week, he asked Mr.
Ranieri to withdraw the offer and instead tell shareholders what he was
doing to fix the company. "As you must know, management's effort to
appease their investigators with corporate funds - the property of
shareholders, the victims whose interests the investigators are
protecting - has not improved investor confidence," Mr. Lutin wrote.
Dan Kaferle, a Computer Associates spokesman, said that Mr. Ranieri
had received the letter but that the executive would not comment on it.
By the way, there is still no word on whether Mr. Kumar will have to
give up any of the outsized pay he received for the years in which
Computer Associates has restated its results. In 2000, for example, he
received $13 million in salary, bonus and restricted stock awards.
Lawyers for Mr. Kumar have said he has done nothing wrong.
"Decisions on compensation have been deferred until the resolution of
the government's investigation," Mr. Kaferle said.
Why? "The government is investigating whether the accounting
miscalculations were a result of criminal conduct," Mr. Lutin said. "But
there is no question about whether the numbers were miscalculated, so
why does the company need to wait for the result of the government's
investigation to adjust compensation?"
And last April, Mr. Kumar received $7.6 million in restricted
Computer Associates stock, which vests over the next three years.
Unfortunately for investors, Computer Associates is by no means alone
in responding so glacially to crisis. A study conducted for the Center
for Corporate Change in Beaver Creek, Colo., found that many companies
continue to reject major change. R. Bruce Hutton, a marketing professor
at the Daniels College of Business at the University of Denver, helped
conduct the study. He said: "While external forces - legal action,
investor pressure - have gotten stronger, the internal abuses -
accounting fraud, consumer misrepresentation, even compensation -
actually seem to have gotten worse."
Some companies and people "get it," Mr. Hutton said, and are doing
what's right.
But the overall picture remains dispiriting.
"I don't think anybody believes that we've seen the end of the
discovery process of how broke the system is," he said. "The problem is
us, and that we've lost our bearings in some kind of systemic way."
Agreed.