My Journey

I have made all the calculations; fate will do the rest -(Napoleon)

Sunday, February 12, 2006

Should Stock Options be Scrapped ?



There is this excellent movie released last year ‘Enron: The smartest Guys in the Room’. It is not a commercial kind of movie but more like a documentary one. It traces the rise and fall of Enron, which at one time was 7th largest corporation of US. By now I am sure everyone knows what fraud was being done at Enron? The profit, which the rogue team of Ken Lay, Jeffery Skilling, Andrew Fastow and few others made, was due to stock options. They made millions of dollars by exercising their stock option. A stock option is the stock given by company at a fixed price (may be even free) which most of the time is less than market price. They sell their stocks when the market value is considerably high.

Stock options are part of compensation package of the most of the top level executives of any corporation. They run into millions of dollars. We also have example of the both the founders of Google taking an annual pay of 1 dollar since 2004. They will manage the rest through their stock options. The amount of money they can make this way is directly connected to the share’s market value. The underlying assumption of this was to reward them for appreciation of shares worth which in turn is beneficial for all the stock holders of the organization.

If we see this in the context of Enron then these stock options seems to be the biggest motivation for those ‘smart guys’ to artificially inflate the company’s profit and pump up the stock’s market worth. Would they have done this had they not have any stock option? Hard to tell, but I think they would not have done it this way. So, should a company give stock option to its top level executives, and if not, then what instead? Before we think of it, let’s look at another incident which happened last week in India.

Last Thursday (2nd Feb), a top Indian IT company announced it has bagged a deal worth 300mn US $ from a beleaguered US automotive giant. The deal was spread for 5 years, so an inflow of 60mn US $ each year. The media was quick to catch this news. This was the second ever largest deal bagged by any Indian IT company. The stock immediately appreciated, not much, but still 1.14%. This company does not have much of its stock in circulation as the promoter group has close to 82% of the stake.

Next day it opened at much higher price but ultimately settled at lesser value due to weak market overall. On Saturday the same company clarified that the deal was not for 300mn but for only 27mn US $! The figure of 300mn was its estimate of future business they wish to bag from the automotive company. This comes to less than 6mn $ per year. The stock predictably declined on Monday. It is now for the regulatory bodies to find out if anyone profited from this pumping of the stocks. There has been no news till now of anyone even thinking of investigating this. But we saw one more method of artificially pumping the shares. If someone had stock option then it was a good opportunity to exercise it.

All this leads me to think this, Should companies continue to give stock option to its top executives? Of course due to tough regulatory norms and surveillance this kind of fraud is becoming more difficult but still chances always remain. Should the companies explore other ways of rewarding its top executives while acting in good faith of its shareholders? A good option could be to give percentage of revenue or profits realized. This will also, secure the interests of the share holders, as increase in revenue and profits will ultimately increase the market worth of the stock. This would have worked well even with Enron.

17 Comments:

  • At 6:32 AM, Blogger Y said…

    Satya, I think in Wipro's case it was more of a case of miscommunication. Because I always read it as a 'possible' 300 million $.
    Premji's activity can be tracked easily. And considering he has over 80% in shares, I dont think he would have done it to make some quick bucks.

    Does wipro top management get stock option? I dont know.

     
  • At 7:15 AM, Blogger Raj said…

    Interesting.

    I dont think ESOS should be scrapped. There should be a limit on the number of stocks given to an employee which I think is already there. Just bcos of one or scams, you can't scrap a policy. People will always find other ways of committing a fraud :)

     
  • At 8:24 AM, Blogger greensatya said…

    Sher - Well I have seen the quoted statement of the management and there was no possible deal. It was clearly stated that the deal was worth $300mn. On Saturday they again mentioned that they had wrongly quoted the figure. Do you think when a company gets a deal there can be any mistake on knowing the worth ?
    I don't know for what reason they did this or who profited ? I was just saying how Scams are still possible. In anycase I doubt the ability of Indian regulatory bodies to investigate.

    Raj - You are correct, but I was not talking of the ESOS which employees get for their years they have put in job. I was talkig of the Stock Options given to higher executives like CEO, COO, CFO, board members etc. They run into millions.

    I know frauds will still be committed but atleast we can minimise a known way of doing this.

     
  • At 8:35 AM, Blogger Koi Pahailee said…

    Certainly you have a point.
    But instead of scrapping the stcok options, there can be strict rules implemented to avoid window dressing (as in case of Enron)

     
  • At 8:41 AM, Blogger Maverick said…

    I think SEJ is right about the Wipro case. Premji has a huge stake and why would he want to get his stock overvalued for a very short perriod, as the actual gain can be realised by selling his overpriced stocks and me thinks that an increased selling actualy gives a wrong sentiment and would devaluate the share in the marketplace.

    But satya you have quiet remarkably pointed out that giving emoluments to the top mgt. in the form of equity is a dangerous proposition.

     
  • At 8:52 AM, Blogger Akanksha said…

    i didnt exactly understand what it means to exercise ur stock options?

     
  • At 9:41 AM, Blogger Freeze said…

    finally i understood sometihng abt shares and stuff. but obviously i dont have an opinion on it. haha/

     
  • At 11:16 AM, Blogger greensatya said…

    KP - Yeah we could have strict rules and implementation of these rules should also be strict to stop window dressing. I was thinking can there be some alternative to stock options.

    Maverick - From my personal exp I can say that chances of these kinds of mistakes happening is one in a milion, unless it was deliberate. What amazes me is the fact that this is being done by a company which talks of ethics and honesty every next second. It took them full two days to clarify !!

    I am sure no one would have made huge profits out of this, but it tells us how even in today's times stocks could be pumped up.

    Akanksha - your company gives you shares are less than the market price. when the price in market rises considerably high you sell them and hence excercise your 'Option'. Many times these shares are given for free.

    Freeze- So my post was worth it. :)

     
  • At 12:03 PM, Blogger Y said…

    Satya,

    You have got me..Why did they take 2 days after all?

    1. This deal is a part of a huge outsourcing deal. (Am I right?...I have not checked..is it one which Cisco was also after..??) In that case there is outsourcing of outsourcing. For eg say Cisco outsourcing its managed services part to Wipro. Now these deals cud happen in the background. Which wipro guys must have been thinking they have got it or must be very sure of it until Say Cisco decided to go on its own at the last moment.

    2. There is something tricky here. But I doubt it. I do believe making din abt honesty is just a farce. But telling in the open that we have won a deal 30 times more its actual value and then bactracking is too big a gamble. Something was wrong..it shud not have happened. But I guess it was carelessness more than anything else.

    3) about $100 billion worth outsourcing deals will come up in the market in 12 - 24 months, it wud be interesting to see if these events repeat.

     
  • At 1:05 PM, Blogger greensatya said…

    Sher,

    You are correct. GM is to spend 15bn in outsourcing. The current deals announced was of 7.5bn, rest will be announced later. The other IT suppliers are EDS, IBM, HP, Capgemini and Compuware convisant.. This company is indeed partnering with EDS.

    I think it was pretty naive on the part of the said mgmt to announce something which they had not got. They have gone ahead of Enron. At Enron they booked future profit but here they booked future business !! way to go.

    What happened last month in the coal mines of Virginia can be called as miscommunication but not this. Had I been at any regulatory body, I would have ripped this company apart on this.

    Yeah many outsourcing deals are going to be announced. Can't speculate more on this, you know why? :p

     
  • At 3:47 PM, Blogger XVSA013 said…

    charm of options goes away when ur company's stock is not scorching hot ...

    there are many controversial topics related to options - how to expense it ... companies clearly have a vested interest compensating thru options !!

     
  • At 3:55 PM, Blogger greensatya said…

    Mowgli - I know where are you coming from :p

    Yeah these stock options are tricky things

     
  • At 10:21 AM, Blogger Koi Pahailee said…

    where art thou today

     
  • At 10:42 AM, Blogger greensatya said…

    Koi :) I am here, started my day a bit late. Was talking to my mother.

     
  • At 2:25 PM, Blogger Y said…

    Greensatya, I just came to know that your fav movie, forrest gump, robbed two of my fav movies of Oscars : Shawshank Redemption and Pulp Fiction.

     
  • At 3:12 PM, Blogger greensatya said…

    Sher - Is it so ? that sucks ! Shawshank and Pulp are my favourites as well.

    But you know Forrest Gump is all about luck. Haven't you heard ppl saying " If only I had luck like Forrest Gump......." So I guess it was good luck of Forrest Gump which saw it through.

    No hard feelings boy, life is all about unfairness...

     
  • At 9:08 PM, Blogger greensatya said…

    storms of minds - no you are right on money with your analysis. It is hope and expectation which sells in stock market but the guiding principle is

    "Not all who invest are rational and not all are neither irrational"

     

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