Olympus Whistleblower Woodford Receives ACFE Award
Michael Woodford, the former president and CEO of Olympus who was fired after he launched an investigation of the Japanese company’s suspicious overpayments for acquisitions, received an award Monday from the Association of Certified Fraud Examiners.
Woodford was presented with the Cliff Robertson Sentinel Award, named after the actor who exposed a high-ranking producer’s Hollywood fraud scheme despite the threat to his own career. Speaking at ACFE’s annual fraud conference, Woodford described how he learned of the fraud and confronted Olympus’s powerful chairman Tsuyoshi Kikukawa and vice president Hisashi Mori with the information.
Woodford had only been leading the camera and medical equipment maker for a few months when he first heard about financial improprieties. Like Howard Stringer at Sony and Carlos Ghosn at Nissan, the Englishman was one of the few Westerners, or “gajin,” to lead a major Japanese company. He became an instant celebrity in the country when Kikukawa appointed him as president and later as CEO, the first non-Japanese person ever to lead Olympus. Unlike Stringer and Ghosn, however, Woodford had spent his career at the company, beginning nearly 30 years earlier and working his way up through the ranks. He said he thought of himself as a traditional Japanese “salary man” and took over the job shortly after the Japanese earthquake and tsunami of March 2011. His wife had tried to dissuade him, believing he would be in danger.
He first learned of financial improprieties from a Japanese financial magazine called Facta in July, which a friend had emailed him about while he was in Berlin at a meeting. “Basically, this article was saying that Olympus has been doing some very strange and bizarre things in relation to its M&A activity going back over many years, and the amounts of money are huge,” said Woodford. “Olympus was a very conservative company, and I just couldn’t believe it.”
When he returned to Japan the following week for the monthly board meeting, he expected to find a tense situation. “I thought I would walk into this room filled with tension,” said Woodford. “It would be crackling. Everyone would be apologizing and desperate to tell me what this article was about. You can imagine a large American or European corporation, if you had something like that. I went to the meeting, and it was its normal, benign, mundane atmosphere, which it often was. No-one mentioned anything. They just carried on as normal, looking at the monthly figures. And I thought, gosh, something’s wrong. I must have the wrong end of the stick. It can’t be a problem. And at the meeting everyone was charming as ever to me and delightful. I didn’t mention the article. I needed to understand what it was about.”
That weekend, he met with his friend who sent the Facta article. The friend translated the article for him page by page. It explained that Olympus had acquired three companies for about $1 billion. They included a mail order face cream company, a company that makes plastic plates for microwaves and a recycling company, based in the Cayman Islands. They had also paid $700 million in fees to a company called Dragon Investments for the acquisition of a health care company called Gyrus for about $2 billion, even though it only earned approximately $20 million in profits annually.
When he returned to the office on Monday, Woodford heard nothing from either Kikukawa or Mori about the Facta exposé. Feeling frustrated, he asked two other colleagues if they were aware of the article, and they said yes, but they had been told by Kikukawa not to tell him about the article. “I was the president of the corporation, so why were people telling my staff not to talk to me about it?” Woodford recalled.
The following morning, he and Kikukawa met with a Japanese retail executive, who offered them two pairs of complimentary tickets to see a baseball game. “I was just about to put the two tickets away when Kikukawa’s hand suddenly appeared, took my two tickets and hid them away in his breast pocket, saying, ‘Michael is British. He doesn’t like baseball. He likes soccer.’ It was such a rude and insensitive thing to do. I was really irritated. I got back in my car, phoned my secretary and said, ‘I need a meeting today with chairman Kikukawa. Invite Mori to attend. It’s important.”
His secretary told him that Kikukawa said he could only meet with him and Mori at lunchtime. When he went into the meeting room where the lunch was being served, he saw a huge platter of sushi near Kikukawa abd Mori, but where he sat, there was only a tuna sandwich. “A game was being played,” said Woodford. “That was my position in things, and the sushi was a demonstration of their preeminence. But I wasn’t hungry. I got out the Facta magazine and said, ‘Have you seen this? Why haven’t I been told?’ Kikukawa replied, ‘Michael, I told the staff not to tell you because you’re the president. You’re too busy to worry about these things.’
“I’m the president, that’s right, and I sign the company’s accounts and the letter of representation with the auditors, Ernst & Young,” said Woodford.
He asked Kikukawa if the article was true, and the chairman replied, “Some of it,” which surprised Woodford. Feeling that he could not get much more information out of Kikukawa, whom he considered egotistical and delusional, he met with Mori privately and asked him, “Mr. Mori, why did you buy those three companies? How did we price them?” Mori didn’t reply and Woodford asked about the $700 million acquisition. Mori responded that it was for the “A preference shares.” Woodford said, “But we’ve bought the company outright.” Mori didn’t answer, and Woodford became angry as he felt he was asking reasonable questions about some inexplicable transactions.
“I said to him, ‘Mr. Mori, who do you work for?’ I thought he would say, ‘I work for Olympus,’ or ‘I report to you, Michael.’ He said to me, and I’ll never forget his words, ‘I work for Mr. Kikukawa. I’m loyal to Mr. Kikukawa.’ I didn’t know what to say, so I just went quiet. I knew then that there was something horribly wrong at the top of this corporation of which I was the president, and my instinct was just to get out of there.”
While on holiday with his family in Majorca, he became so preoccupied with the situation that he started drinking heavily. He visited several of Olympus’s plants in Europe, in some cases accompanied by Mori, to whom he said little. While in New York last September for a board meeting, Facta published a follow-up article with more details on the transactions, hinting that there was organized crime involvement. “That was enough for me,” said Woodford. “There was white collar crime, but now potentially nasty, violent people missing digits, maybe after me. It’s quite amusing now, in a sense, but boy I was scared.”
When he returned to Japan, Woodford wrote a letter to Mori, who was supposed to be in charge of compliance and corporate governance, asking why Olympus had bought the three companies for $1 billion and paid $700 million in advisory fees for the Gyrus acquisition. He CC’ed the Olympus board, including Kikukawa, on the letter. In reply, he received a letter from Mori claiming the issues were looked at in an independent third-party review in 2009, and not to worry about it.
“I sat in my office, and spent five or six hours composing a reply on a Saturday morning,” Woodford recalled. “I sent that on Sunday morning and there was another reply from Mori, very evasive, and there was a communication from Mr. Kikukawa telling me my questions were not helpful.” That night, Woodford wrote a letter threatening to resign and publicize the reasons.
Fearing the bad publicity, Woodford finally began receiving answers in a series of letters he exchanged with Mori and Kikukawa. However, Woodford said he was getting so fearful that he would CC the senior partners at Ernst & Young in Japan, Asia, Europe and the United States, along with the chairman and CEO of Ernst & Young. “I never wanted this thing to go into a box,” said Woodford. “Whatever happened to me, I didn’t ever want this story to be hidden.”
When he visited England, Woodford hired PricewaterhouseCoopers to conduct an independent investigation of an $800 million transaction that had been paid to advisors. “I had one week,” he said. “We spent a quarter of a million dollars. I commissioned it as the president of Olympus, and it was damning about this $800 million which had been paid in fees.”
Before returning to Japan, he wrote another letter asking for the resignation of Kikukawa and Mori, copying the rest of the board as well as the Ernst & Young executives around the world. When he arrived in Tokyo, he received an email saying that an extraordinary board meeting had been called for the following day, October 14. “I knew then that I was going to be fired,” said Woodford. “If the chairman and the vice president had wanted to go quietly, they would have asked to see me.”
In one of his letters to the board, Woodford said he had begged the directors not to treat him like a foreigner and let their personal relationships get in the way. He had the letter translated into Japanese and he had some small hope that at least one of the other 14 members of the board would support him. “I got there at five minutes to 9, and I could see my secretary had been crying,” Woodford recalled. “She was very professional and didn’t say anything, but I knew what she was saying with her eyes.”
When he arrived in the boardroom, he took his seat at the end of the table and noticed that Kikukawa’s seat next to him was empty. That struck Woodford because at many Japanese companies, he noted, there was an obsession with starting meetings on time and ending them on time. He began looking at his watch, and Mori went to find Kikukawa. The chairman arrived at 9:07. “He doesn’t come to his seat, but stands at the podium and reads an announcement as if he’s giving a quarterly update on the company’s results,” said Woodford. “He says, ‘The meeting to discuss serious concerns about M&A activity has been canceled. We have two new resolutions. The first is to dismiss Mr. Woodford as president, representative director and CEO.’ As soon as he finished they all put their hands up like children in a classroom when a teacher says, ‘2 and 2 makes,’ and they can’t shout out. Really disturbing to watch.”
The second resolution was to relieve Woodford of other responsibilities around the world and give them to Mori. The board could not remove him as a director, however, as only the shareholders could do that. Woodford said that when he returned to his office, he was filled with fear. The only other president of a major company in Japan who had ever been removed was one who had transmitted $147 million of the company’s money to a Las Vegas casino.
Woodford retrieved his name stamp from his office, which had his signature in Japanese characters. The chief financial officer asked him to turn over his two computers and phones. He had already sent the computers back to England to have their hard drives forensically wiped to protect the people who had helped him. He had also wiped out the contents of his Samsung Galaxy phone and turned that over to the CFO. But Woodford insisted on keeping his iPhone so he could stay in touch with his wife, who was worried about him. He dared the CFO to take it away from him, but the CFO backed off.
However, the CFO informed him that he could no longer use the company car and driver and advised him to take a bus to the airport instead. The CFO also told him to vacate his apartment, even though Woodford paid 51 percent of the charges, but he just wanted to get out of Japan. He returned to his apartment, got his bag and telephoned Financial Times reporter Jonathan Soble with the story, promising him a 12-hour exclusive. The FT editor agreed to run the story on the front page the next morning. Woodford returned to England, flying in coach instead of first class for the first time in a long time.
A few weeks later, the headquarters of Olympus was raided by the Tokyo Metropolitan Police. Kikukawa, Mori and the vice chairman were soon indicted, along with the statutory auditor at the company. Woodford noted that there is a 99 percent conviction rate in Japan. In April, the rest of the board stepped down in an unprecedented move, and Woodford received a settlement from the company. “This was one case where justice was done,” he said.