Enron: key corporate governance deficits (short list)
- Weak board oversight: the board didn’t challenge management enough or fully understand the risks behind complex deals.
- Major conflicts of interest: executives (especially finance leadership) were allowed to be involved in transactions with personal incentives.
- Poor transparency: complex structures and accounting choices made it hard for investors to see real debt and risk.
- Auditor independence issues: the external auditor had incentives to keep the client happy (fees/relationships), reducing scepticism.
- Weak internal controls & risk management: controls failed to detect and stop misconduct early.
- Incentives/culture: rewards focused on short-term stock performance, encouraging “hit the numbers” behaviour.
Conclusion: The most important issue was weak board monitoring + tolerating conflicts of interest. Once the board fails to act as a strong check on top executives, everything else (audits, controls, transparency) becomes easier to bypass—and the fraud can scale until collapse.
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