东芝丑闻震动日本 Corporate Japan shaken by Toshiba scandal

For years, Toshiba, one of Japan’s best-known consumer electronics brands, had been a poster child of the country’s efforts to police corporate behaviour. The 140-year-old company even appeared as a case study in books on governance.

多年来，日本最知名的消费电子品牌之一东芝(Toshiba)，一直是该国在规范公司行为的努力中推崇的典范。这家拥有140年历史的公司甚至曾经成为公司治理图书的研究案例。

But what Seiya Shimaoka, an internal auditor at Toshiba, witnessed in late January was the opposite of exemplary behaviour. Instead, he saw the early signs of what would become one of the country’s most embarrassing corporate scandals, involving a company-wide effort to inflate profits by more than $1bn.

但今年1月底，东芝内部监察委员岛冈圣也(Seiya Shimaoka)亲眼看到的情况却与典范行为背道而驰。他看到了即将成为日本最令人尴尬的公司丑闻之一的早期迹象，牵涉到全公司范围内将利润虚增逾10亿美元的行为。

Mr Shimaoka repeatedly asked Makoto Kubo, head of Toshiba’s five-person auditing committee and a former chief financial officer of the company, to examine the accounts at its laptop business.

岛冈圣也曾多次请求由5人组成的东芝监察委员会的委员长、东芝前首席财务官久保诚(Makoto Kubo)调查该公司笔记本电脑业务的账目。

Mr Kubo brushed off the requests with a warning that reopening them would cause the company to miss its deadline for reporting earnings.

久保诚没有理会这些请求，他警告称，重新调查账目将导致该公司无法按时提交财报。

According to a 294-page report written by a panel of external lawyers and accountants, profits in its struggling PC division were later found to have been overstated.

由外部律师和会计师组成的一个专门调查委员会撰写的长达294页的报告称，东芝步履维艰的个人电脑业务的利润后来被发现有所夸大。

Mr Shimaoka, who declined to comment, was one of the few executives who survived the ouster of nearly half of Toshiba’s 16-member board, including Hisao Tanaka, chief executive, after the panel found that top executives were involved in accounting malpractices over the past seven years.

岛冈圣也拒绝置评。在该调查委员会发现过去7年东芝高管参与会计违规行为后，东芝的16人董事会有近一半被迫离职，包括社长田中久雄(Hisao Tanaka)。岛冈圣也是逃过此劫的少数高管之一。

The scandal at the Japanese conglomerate with $52bn in annual sales has shaken a country that has embarked on sweeping governance reform championed by its prime minister, Shinzo Abe. It has also raised awkward questions about processes across corporate Japan, in the biggest scandal since the Olympus one in 2011.

年销售额高达520亿美元的东芝的财务丑闻震惊日本，此前日本已启动得到首相安倍晋三(Shinzo Abe)支持的大规模治理改革。这是自2011年奥林巴斯(Olympus)会计丑闻以来日本最大的丑闻，它还引发了外界对于整个日本企业界治理流程的尴尬质疑。

Toshiba was one of the early adopters of the reforms. It introduced three external directors in 2001 when Japanese boardrooms were still dominated by long-time company insiders. On paper, it had a structure that gave its external directors the authority to name top executives and an auditing committee to monitor behaviour of the company’s leaders.

东芝是较早实施治理改革的日本公司之一。该公司于2001年引入3位外部董事，当时日本公司董事会仍由长期任职的公司内部人士主宰。从字面上来看，东芝的治理结构赋予了外部董事任命顶层高管的权力，并设立监察委员会监督该公司高管的行为。

It was lauded for its efforts. In 2013, the group was ranked ninth out of 120 publicly traded Japanese companies with good governance practices in a list compiled by the Japan Corporate Governance Network, a Tokyo-based non-profit organisation.

这些努力令东芝备受赞誉。2013年，在东京非盈利组织日本公司治理网络(Japan Corporate Governance Network) 编制的榜单上，东芝在治理良好的120家日本上市公司中名列第9。

The company was also featured in a corporate governance book published in May by Mori Hamada & Matsumoto, one of the country’s biggest law firms. in it, Mr Shimaoka described in detail the multiple layers of checks that were in place to ensure compliance.

东芝还出现在日本最大律师事务所之一森滨田松本律师事务所(Mori Hamada & Matsumoto) 5月出版的一本公司治理书中。岛冈圣也在书中详细描述了东芝为确保合规而建立的多层控制体系。

Yet the governance framework laid bare by the panel showed woefully ineffective monitoring at the company.

然而，调查委员会揭示的治理框架却显示该公司的监督机制非常低效。

For example, it said Mr Kubo was aware of improper accounting that was systematically carried out from 2008. It added that no action was taken despite the warnings from Mr Shimaoka.

例如，该调查委员会表示，久保诚知晓自2008年开始系统性实施的不合规会计做法。该委员会补充称，尽管岛冈圣也提出警告，但东芝没有采取任何措施。

The panel also noted that the three external auditors included former diplomats and a former banker who had no accounting expertise. “Internal controls by the auditing committee were not functioning,” it concluded.

该委员会还指出，3名外部监察委员包括两名前外交官和一位前银行家，他们都没有会计专业技能。该委员会总结称：“监察委员会的内部控制没有发挥作用。”

Mr Kubo, who also resigned from the board yesterday, declined to comment.

久保诚周二也从东芝董事会辞职，他拒绝置评。

Kota Ezawa, an analyst at Citigroup, says a number of Japanese companies have appeared to be in compliance with the country’s corporate governance code introduced in June.

花旗集团(Citigroup)分析师绘泽浩太(Kota Ezawa)表示，很多日本企业似乎都遵循了日本6月颁布的公司治理法规。

Many have installed more outside directors, unwound large cross-shareholdings and promised higher returns on equity to investors.

很多公司增加了外部董事，取消了大规模交叉持股，并向投资者承诺更高的股本回报率。

“But look at Toshiba,” he cautions. “We need to make sure that companies understand that having structures that look good is not enough.

“但看看东芝吧，”他警告称，“我们需要确保企业明白，仅有表面上不错的治理结构是不够的。”

“Toshiba was lauded as a frontrunner in governance efforts, but that was a misunderstanding. Its governance structure looked good but the execution was not.” Similarly, Hiroyuki Kamano, a lawyer who sits on the board of several Japanese companies, says the aggressive pursuit of profits and pressures to meet earnings targets are not unique to Toshiba.

“东芝被称赞为治理的先锋，但这是一种误解。该公司的治理结构看上去不错，但执行起来却并非如此。”类似地，在日本7家公司董事会任职的律师Hiroyuki Kamano表示，对于利润的疯狂追求以及实现盈利目标的压力并非东芝特有的。

Nearly half of the overstated profits identified by the panel were attributed to the 2012 financial year when many companies, including Panasonic and Fujitsu, were grappling with pressures from the stronger yen and the aftermath of the 2011 tsunami and Fukushima Daiichi nuclear accident.

该调查委员会确定的虚增利润中，近一半归属于2012财年，当时很多公司（包括松下(Panasonic)和富士通(Fujitsu)）都在艰难应对日元走强所带来的压力，以及2011年日本海啸和福岛第一核电站(Fukushima Daiichi)核事故的影响。

“Increased profits and better performance lead to promotions so there is always an evil incentive” to make the figures look better, says Mr Kamano.

Hiroyuki Kamano表示，“利润增加和业绩改善会带来升职，因此总存在一种（让数据变得更好看的）罪恶动机”。

Under Mr Tanaka, Toshiba had also sought to mitigate its dependence on chipmaking, which accounts for 26 per cent of its annual revenue and is the sole division which generates a double-digit profit margin.

在田中久雄的领导下，东芝还寻求减弱对芯片制造业务的依赖，这项业务占东芝年收入的26%，是唯一取得两位数利润率的部门。

“I was midway in my effort to build a second and third pillar of revenue,” he said at a news conference announcing his resignation. “But building new pillars of revenue should not be equated with improper accounting.”

“我正在努力构建第二个和第三个收入支柱，”他在宣布辞职的新闻发布会上表示，“但构建新的收入支柱不应等同于会计违规。”

Mr Tanaka has denied giving instructions to employees to inflate profit figures.

田中久雄否认曾指示员工夸大利润数据。

However, analysts including Mr Ezawa say the scandal is not expected to have a significant impact on Toshiba’s earnings outlook despite uncertainties remaining on how far the company will need to write down the value of its assets.

然而，包括绘泽浩太在内的分析师表示，预计这桩丑闻不会对东芝的盈利前景造成严重影响，不过现在仍不确定，该公司将需要在多大程度上减记其资产价值。

This is especially true for Toshiba’s nuclear business, which struggled in the wake of the 2011 nuclear disaster. Others hope the scandal will accelerate pressures to unload underperforming assets.

东芝的核业务尤其如此。在2011年福岛核灾难后，该业务陷入困境。其他一些人希望，这桩丑闻将向东芝施加更大压力，要求其剥离表现不佳的资产。

“The change in earnings may be limited, but even more important is to improve the governance system to rebuild confidence in earnings,” says Mr Ezawa.

绘泽浩太表示：“盈利的变化可能有限，但更为重要的是改善治理体系，重建对盈利的信心。”