Enron Mail

From:j..kean@enron.com
To:kenneth.lay@enron.com
Subject:Recommendations and update
Cc:
Bcc:
Date:Fri, 17 Aug 2001 17:55:53 -0700 (PDT)

=09I know you are getting an impossible volume of advice right now . . . b=
ut that's not going to stop me from piling on a little more.

=09I believe everything we have been saying: we have the best business mode=
l, we are making great money, we are growing, we are addressing our issues =
and we have all of our capabilities intact. We are poised for even greater=
growth. Even so, we will not be able to fight off the negatives on our st=
ock and on our reputation right now. Our problem is not a problem about ge=
tting the message out. =20

=09Part of the problem we can't do anything about: almost all equities hav=
e suffered this year. But part of our problem (the part we can do somethin=
g about) is that we are faced with too many bad, but true (or at least plau=
sible), allegations that we have to deal with every time we try to tell our=
story. These current circumstances are not necessarily bad: I think we c=
an use them as a great opportunity to drive some overdue changes. But no a=
mount of communication or "spin" will work right now. We have to directly =
address the issues.=20

=09The difficult allegations we face include:

Creative or aggressive accounting (both in reporting and deal structuring);
Black box reporting;
Over-hyping of the stock or the prospects for unproven businesses;
A near mercenary culture which encourages organizations to hide problems (u=
ntil those problems have become very big), discourages cooperation and team=
work, and drives off people who demand at least a modicum of civility in th=
eir work environment.

=09I have some answers. First, I would hold our actions to the standard we=
apply to everything else: the market standard. We should do the economic=
ally rational thing in every transaction and business and let the chips fal=
l where they may. Instead of tying ourselves in a knot about managing earn=
ings or write downs or avoiding an asset sale because it's on the books for=
more than the market, we should just make the rational economic decision. =
=20

=09Second, I would open up our reporting. Make it as transparent as the an=
alysts want; indeed, set a new standard for transparency and integrity. I =
know we are looking at these things and have been for some time. I also re=
alize that at some levels of disclosure we risk disclosing positions. I'm =
just saying we should drive right up to the edge. =20

=09Third, I think IR should be all about the facts: disclosing facts and co=
rrecting misunderstandings. I would not "spin" in this function. Our audi=
ence is too sophisticated. If we make the economically rational decisions =
over and over, the stock price will come along. We have lost credibility b=
y overhyping businesses we haven't proven yet and it's hard to see why we d=
o it. To get early credit in the stock price? I'd rather wait. To prove =
that we are a growth company? I think a track record of growth and a ratio=
nal and circumspect discussion of our opportunities will take care of that.=
I want us to be a company which is bold in its business moves, not in its=
approach to analysts or in its accounting. The reputation I would like to=
have with investors is that we never overstate, we never dissappoint and t=
hat we can always be trusted. I am not being critical of our team. We hav=
e the best, most organized, hardest working, and most effective IR team in =
the business. I am just concerned that we have sent them speeding down the=
wrong path. Similarly, I am not critical of our accounting organization. =
We have the finest accounting organization in the industry. They need to =
be the best in order to get sensible accounting rules and interpretations t=
o accurately reflect the results of our unique and innovative business. Th=
ey need to minimize our tax exposures etc. I am not arguing that anyone ha=
s done anything wrong or ineffectively. I simply believe that it is time t=
o reassess how we do these things (and I don't consider my organization to =
be exempt from that same reassessment).

=09Finally, our culture. As I said the other day, there may be a relativel=
y small number of individuals who are commercially successful, well paid, r=
egularly promoted who have little or no respect for their coworkers or othe=
r human beings in general. When others see them rewarded, it matters not a=
t all what we say about our values. Dealing with a few people directly wil=
l send a message that spreads like wildfire through the organization. Addi=
tionally, compensation structures and a PRC process which explicitly reward=
s teamwork (and which includes broader representation than just the commerc=
ial groups) will go a very long way toward changing the level of civility i=
n the organization.

=09I hope it's clear to you that I love this place. I have poured my heart=
and soul into it. It is the finest organization I have ever been part of.=
Like everyone, I have had some time to reflect lately. I have recommitte=
d myself to this place and to your leadership. Part of that recommitment w=
ill be my concerted effort to make things even better.