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Toshiba's Westinghouse mess points to deep cultural problems

Lingering former execs and an excess of deference led to shady accounting

TOKYO In January, as talk of a financial crisis at Toshiba reached a fever pitch, the Toshiba booth at the CES, a consumer electronics show in Las Vegas, Nevada, did little to inspire confidence. There was its familiar "TOSHIBA" logo in big red letters, but displayed beneath was not some gee-whiz gadget, but old-fashioned radio cassette recorder-type products and other mundane-looking home appliances.

Toshiba, a Japanese company once synonymous with home electronics, has largely pulled out of the business. It has sold the rights to market and distribute most of the white goods sold under the Toshiba brand to China's Midea Group. The fact that Toshiba was forced to sell its internationally known brand to shore up its books highlights the company's disarray.

At the root of Toshiba's financial woes is fraudulent accounting stemming from its costly purchase of Westinghouse Electric, a U.S. nuclear power plant builder, in 2006. Around that time, high oil prices and worries about global warming were fueling talk of a nuclear renaissance.

RADIOACTIVE Sensing an opportunity for growth, Atsutoshi Nishida, who became Toshiba's president in 2005, snapped up Westinghouse. The U.S. company specialized in pressurized water reactors, the most commonly used reactor technology worldwide. The acquisition cost Toshiba some 600 billion yen ($5.4 billion), three times more than Japanese rival Mitsubishi Heavy Industries estimated Westinghouse to be worth. It now appears that Toshiba grossly overvalued Westinghouse's assets.

After the deal was completed, Toshiba announced that it estimated the value of Westinghouse's goodwill -- the difference between the purchase cost of the U.S. company and the value of its net assets -- at 350 billion yen. However, Toshiba later booked those intangible assets at 500 billion yen. To make up the difference, top management began pushing managers at its other divisions, including personal computers, semiconductors and infrastructure, to inflate their profits using accounting tricks.

The report published by the independent investigating committee set up to look into accounting irregularities mentions a "CEO monthly meeting" at which top executives would issue "challenges" to division heads and press them to meet unrealistic profit targets.

Still, the Westinghouse deal is not solely to blame for the fraud. Another culprit is Toshiba's closed corporate culture, a common affliction at even globally recognized Japanese companies.

Division managers in Japan often conceal or distort information likely to upset top executives. They are keenly attuned to their wishes and urge subordinates to respond promptly to every signal sent from on high. Under a lifetime employment system, it is unwise to anger the boss.

Toshiba is hierarchical, even for a Japanese company. It began life as a manufacturer of telegraph equipment. Its first factory was in Tokyo's posh Ginza district and the company had an air of laid-back sophistication. By contrast, hard-driving Hitachi got its start repairing machinery in mines. Toshiba employees have been compared to court nobles, patiently waiting for instructions, whereas those at Hitachi are "wandering samurai," forced to live by their wits.

CLASH OF EGOS Nishida, who began his career at Toshiba's local office in Iran, rose to the top with his aggressive and bold leadership. Because his successors, Norio Sasaki and Hisao Tanaka, both had fiery tempers, subordinates learned to keep their heads down.

Toshiba president Hisao Tanaka apologizes for a series of accounting irregularities on May 15, 2015.

Top executives at Toshiba sometimes clashed over the company's direction. At a news conference announcing the appointment of Tanaka as Sasaki's replacement, then-Chairman Nishida voiced hopes that Toshiba would return to growth. After the event, Sasaki retorted that the numbers showed he had succeeded in restoring the company's fortunes.

Another problem at Toshiba is the continuing influence of former presidents and chairmen, which makes it hard for managers to do their jobs. When the accounting irregularities came to light, the company had 17 advisers, most of whom were frequently at the office. These advisers were older than President Tanaka. That matters in Japan, where age brings deference. These elder statesmen continued to wield significant influence over the company.

There is another reason why former Toshiba executives are treated with respect. The late Taizo Ishizaka and Toshio Doko, both former Toshiba presidents, served as chairmen of the Japan Business Federation, Japan's biggest business lobby, better known as Keidanren. They saw the company through difficult times and were important business leaders in Japan. Doko played a major role in the breakup and privatization of three big state-owned corporations, including Japan National Railways.

Starting in the 1950s, when Ishizaka was in charge at Toshiba, the company was seen as a source of top Keidanren officials. Senior Toshiba executives were showered with perks -- private offices, company cars, secretaries -- in the expectation that these executives might have influential policymaking roles later. Former Toshiba President Taizo Nishimuro was chosen to head Japan Post Holdings as well as the Tokyo Stock Exchange. Tadashi Okamura, another ex-president, chaired the Japan Chamber of Commerce and Industry.

OVERSTAYING YOUR WELCOME With so many former leaders hanging around, a company's current boss may have trouble doing the job. Although it is common for Japanese companies to have committees that are formally in charge of selecting presidents, in practice, many corporate chiefs choose their own successors. This has a price: One's predecessors have power even after formally leaving office. And successors find it hard to change direction, even when a company's strategy becomes outdated.

Toshiba's PC business is a good example of the problem. Because Nishida's success in PCs propelled him to the top, he could not abandon the business even after it fell into the red. The company inflated the division's revenues through computer parts transactions with manufacturers, flattering its contribution to overall earnings. Nishida tapped Tanaka to replace him, not because Tanaka was highly competent but because Nishida wanted him to keep fiddling with the books.

Toshiba's system of independent oversight did not function properly, either, despite the company adopting a nominating committee relatively early, and employing many outside directors.

After Nishida, Sasaki and Tanaka resigned over the scandal, then-Chairman Masashi Muromachi was appointed as president. A management revitalization committee was created, but former President Nishimuro played a big part in choosing the members. It is undoubtedly difficult for Nishimuro to see Toshiba ripped apart, but his actions underscore the gerontocracy at the company. The average age of the outside panel members is over 70.

Tanaka is joined by Toshiba Chairman Masashi Muromachi for another apology on July 21, 2015. They also announce that they will assume joint presidency of the company.

Toshiba introduced an in-house company system in 1999. Toshiba split its operations into several financially independent units to speed up decision-making. Hitachi and Sony have adopted similar systems, but Toshiba is structured as a series of silos. Each department prepares separate financial statements, then the accounting division confirms and plugs in the numbers. Rather than checking the numbers itself, the finance department seeks to implement the goals of top management, issuing earnings targets that the operational divisions must try to reach.

Muromachi's replacement, and Toshiba's current president, Satoshi Tsunakawa, spent most of his career with the company's medical equipment business. Because Toshiba Medical Systems has already been sold to Canon, many see Tsunakawa as a neutral party in these internal rivalries. But he is not familiar with the nuclear power business and was not fully aware of the Westinghouse problem. The silos have come back to haunt Toshiba.

In the past, Japan has been a world-beater in cars and consumer electronics. In electronics, it has been increasingly overshadowed by South Korea and China. Before Toshiba, Sharp was forced into a tight corner because of its failure in liquid-crystal displays. Before that, Sanyo Electric shut up shop after 65 years. In each case, the companies were crippled by systemic fatigue and errors in judgment by top management.

The possible sale of Toshiba's semiconductor business has created a buzz among corporate investors. Now that its high-growth businesses, such as medical instruments, have been sold off, the most important problem facing the company is how to strengthen what remains -- its nuclear power and infrastructure businesses. To do that, it will have to start by restoring morale among employees who have been battered by repeated restructurings.

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