Himachal Fertilizer Corporation (B): An Ethical Conundrum
Supplement to case NA0409. This case series provides a platform to discuss a broad range of interconnected issues relating to corporate governance, ethical reasoning and giving voice to values in a real-world decision-making context. An independent director (Neil Shah) on the board of directors of National Petroleum Corporation (NPC) is approached by a bidder, Western India Ports Limited (WIPL). Through an unwarranted last minute change in the bidding process, WIPL's bid for handling of Naphtha for NPC's upcoming refinery has been rejected. Neil learns from WIPL that its competitor, Bharat Ports Limited (BPL), may have bribed an NPC official to create a situation that would disqualify WIPL's bid. As a result, only one bidder (BPL) is left in the fray. Neil questions the process followed by NPC, without disclosing that an executive from WIPL had met him about the change in the process. Neil's questioning corrects the situation. WIPL is not only able to participate in the bid, but even wins the NPC contract. However, Neil's joy of righting the wrong is short-lived. A few months after the episode, and after stepping down from the board, Neil learns that the NPC official who had attempted to disqualify WIPL had been recruited by WIPL after his retirement from NPC. Soon after discovering this, Neil himself is approached by WIPL with a proposal to transfer 5000 shares from their holding to Neil, without any payment, as a mark of their gratitude to him. Should Neil accept the gift? Would that be akin to accepting bribe? Should Neil be disturbed by the knowledge that the concerned NPC executive had joined WIPL after retirement from NPC? The cases highlight the ethical dilemmas that individuals face and present challenges in finding a way out of a maze of issues without compromising personal values while protecting interests of the organization. What are the principles of governance that must not be compromised? What are the personal values that must be upheld? How should an individual navigate the organizational processes so as to make one's voice heard? How does one deal with conflicting resolutions provided by different ethical principles?