From right:
HENRY M. PAULSON, JR.
Chairman and Chief Executive Officer
JOHN A. THAIN
President and Co-Chief Operating Officer
JOHN L. THORNTON
President and Co-Chief Operating Officer
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LETTER TO SHAREHOLDERS
Finally, we took important steps throughout 2002 to refocus the entire
Goldman Sachs organization on our business principles, which begin and
end with an absolute insistence on integrity. In particular, we have a
major continuing initiative aimed toward insuring that we exhibit
unimpeachable professionalism in everything we do and reinforcing our
culture. That culture, with its emphasis on client service, teamwork,
strict compliance and excellence, is our greatest strength, but it
requires constant reinforcement, particularly in difficult markets and
under adverse conditions. Safeguarding our culture will continue to be
one of our highest priorities in 2003.
RESTORING INVESTOR CONFIDENCE
The continuing after-effects of the late 1990s
technology/telecommunications bubble posed significant challenges to the
financial markets and our industry in 2002. The huge losses associated
with the bubble's collapse severely affected investor confidence—which
in turn was further shaken by the large and highly visible corporate
scandals that emerged beginning in late 2001.
All this led to a storm of public criticism and calls for new laws and
regulations. Notwithstanding some of the rhetoric, much of the criticism
has been warranted, as are many of the regulations recently enacted or
proposed. And while it is simply wrong to say that investment banks,
such as Goldman Sachs, created the market bubble, it is true that, in
common with much of the media, academia and the business community, we
misjudged it.
The more important point, at least for us at Goldman Sachs, is that we
understand and accept our responsibilities as one of the gatekeepers of
the financial markets. With the benefit of hindsight, it is clear that
we all could have done better. We are committed to learning from our
mistakes. Against this backdrop, in 2002 there were dramatic changes in
the legal and regulatory environment. The New York Stock Exchange
proposed new corporate governance listing rules. U.S. regulators
mandated CEO and CFO certification of corporate financial statements.
Law enforcement agencies began aggressive enforcement actions aimed at
misconduct. And the U.S. Congress passed the Sarbanes-Oxley Act in an
attempt to strengthen confidence in U.S. corporations, accounting and
financial markets.
In the financial services industry, public scrutiny focused on the role
and quality of investment research. Even before the public controversy
of 2002 arose, we had taken a series of decisive steps, commencing in
February, to protect further the integrity of our research and to
improve its quality. During the months that followed, we worked closely
with regulators and other investment banks in crafting the provisional
settlement announced on December 20. While many of the new rules were
initiated primarily to protect retail investors—not our market
segment—we are determined to make them work. In addition, we are
supportive of a proposed industry initiative that generally would
prohibit allocations of initial public offerings to officers and
directors of public companies. The new rules for research and for IPO
allocations applicable in the U.S. may well form a template for our
industry throughout the world.
We have also attempted to play a positive role in the debate on
corporate governance, accounting and regulatory reform, and, among other
things, participated in the development of the Sarbanes-Oxley Act in the
United States. As with the research settlement, there are areas of the
Sarbanes-Oxley Act that need to be clarified to prevent unintended
consequences to the competitiveness of the U.S. capital markets. At the
same time, one of the strengths of the U.S. system has always been its
ability to respond to crisis with quick self-correction. Passage of the
Sarbanes-Oxley Act was part of that process, and we support it as an
important step towards rebuilding investor confidence.
We believe that only by putting appropriate corporate governance
mechanisms in place, and otherwise aligning the interests of management
with shareholders, can there be sufficient focus on shareholder
interests. In that connection, we refer you to our statement on
"Promoting and Protecting Shareholder Interests" that follows.
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