These men
are crooks...

A criminal conspiracy rules our lives. And this is their HQ, openly flouted in the heart of London, in Pall Mall - the Institute of Directors.  For the leading conspirators are the top Directors of the corporate sector, listed recently in The Guardian. 

That gruesome list could be replicated for 235 separate statutory jurisdictions in all, globally. The defects of company law, of mankind's failed control of artificial personality, have allowed the corporate sector to become a vehicle for systematic theft, perpetrated by powerful Directors upon their shareholders and employees.

How are these thefts effected? 

This is a step-by-step explanation.

Artificial personality - the central deceit is the device of artificial personality, to which natural personal relate in a range of quite different ways - as employees, as auditors, as partners, as consultants, as Directors, as shareholders, as creditors. All property rights are considered to be vested in the artificial person, allowing all the various actors to manipulate their relationships with that artificial person, or "corporation". No individual player takes any personal responsibility, persistently hiding behind the identity of the artificial person.  The most powerful of these players are the "manager directors", namely those who combine the necessary business-operational skills with the unique and powerful position of the company "Director".

Control of the Board - this was the key shift in the power structure of the world's corporations, and it did not happen until the second half of the 20th century - the managers took over the Board, and eliminated the checks and balances carefully built into the original Victorian system - after all, the post of "Managing Director" does not exist as a concept of company law - nor does "Executive Directive", or "non-executive Director" - the marauding executive Directors acquired the right to exploit the corporations within their charge, without effective scrutiny and beyond the possibility of executive challenge - executive Board members are superbly placed to commit the most audacious thefts, scooping up personal fortunes into their own laps, behind the heavy defences of company law.

Control of Business Formats, Accounting conventions - senior managers who have seized Board power are superbly positioned to determine the entire power-structure of the enterprises under their control - many of the most grievous wrongs perpetrated by Enron and Worldcom related to the devious use of business formats (both corporate and unincorporated) - these strategic choices cleverly conceal and confuse the theft of assets - perpetrate the systemic deceit of shareholders

Control of Reports to Shareholders - for the Victorians, the Directors' regular reports to the shareholders on the progress of "their" company should be accurate, honest, beyond reproach - and the whole accountants' profession was invented for the purpose of "auditing" those reports, giving to shareholders the additional confidence of their reliability - yet in practice, most successful businessmen, having broken through to the vast powers of the managing directorship ("CEOs" in US jargon), can easily out-smart and dominate the second-raters ordinarily detailed-off to audit company accountants - in practice, most Board-Auditor relationships are warm and cuddly, with the Directors possessing virtually an overriding power to get the reports they need before the shareholders, with the Auditors seal of approval - after all, the Auditors' fees are commonly determined by the Board, not by the shareholders themselves.

Secrecy of Board proceedings - this secrecy is the jewel in their crooks' crown.  Just imagine!  Not only is there nobody with the right or power to intervene in your thievery, but you are entitled to keep the doors firmly shut while you work in the dark to complete the contracts of theft upon which your scheme of exploitation depends.  The Directors fix their own remuneration, sitting in secret session - that is why their increases are bigger than anyone elses!  If all the members of the Board are present (in say, the building or office), you are even entitled to waive all notice and agenda requirements - you can call a Board meeting on 10 minutes' notice, award yourselves a bonus of £1,000,000 for nothing in particular, get the contracts between each of you and the artificial persona firmly tied up (and these crooks are highly skilled at tying things up, beyond legal challenge) and then defy the world to do its worst.  Nothing can be done to undo contracts of that kind, if the procedures are skilfully and carefully manipulated.

Few people outside the charmed circle of major-company Directors appreciate the outrageous character of these abuses of power.  Boardroom salary increases have soared above the increases of others - not because they "deserve" increases, but simply because they are stealing their companies assets - cheating the shareholders, cheating the workers, cheating the taxman, cheating the customers, and cheating the wider society.

• The Companies Acts are a cheats' charter, a veritable recipe for deceit and the systematic abuse of power.

777  4 August 2003