Orinoco

by Dan Pollock

  “As you’re all aware, my contract with the board specifies that I run this company. Unfortunately, during the last few days in Venezuela, that authority has been privately contested and, finally, openly usurped.”

  “I deny that charge categorically!” D.W. growled from his half of the monitor.

  “You’re out of order, D.W.!” Parry Joyce barked.

  Seeming on the verge of further protest, D.W. clamped his jaw.

  “Thank you, Parry, but I’ll run the meeting.” Sam splashed water into a crystal goblet from a nearby carafe. “For whatever reason, Duk-Won Lee has made decisions, in regard to the Venezuelan government and our joint mining operations, which he was not authorized to make without my consultation or approval.

  “Setting aside for the moment the merits or demerits of those decisions, it was flat wrong for D.W. to have proceeded as he did. I was not incommunicado, as I believe has been suggested to certain members of this board. I spent four days at my ranch adjoining our Cerro Calvario leaseholds, waiting for a government delegation to return to Caracas. During that time, I spoke on the telephone with several people in this room, and with D.W. himself on at least three occasions.

  “At no time during this period did D.W. inform me that he was conducting long-range negotiations with Venezuelan officials—I believe then in Senegal—or that he was making decisions and attempting to gain a majority backing for those decisions on this board. Furthermore, D.W. knew I’d changed my mind about resuming mining. He simply chose to ignore that, to bypass me and go directly to the board—and then, apparently getting a go-ahead from certain directors, to make commitments to the Venezuelan government.

  “When I finally found out what was going on, I offered D.W. a chance to rescind his actions. He chose instead to escalate his challenge to my authority, which brings us, I’m very sad to say, to this emergency session, in which you all must now decide the issue. Let me just say it again. Regardless of the merit of any decisions D.W. made or his many important contributions to Proteus Industries, I consider his recent actions to be a clear violation of the operating policy of this company, and of my trust in him.”

  Parry Joyce started to speak in support, but Sam cut him off and turned to the monitor.

  D.W. had regained his composure. “I’m afraid that Samuel’s version of events bears very little resemblance to the facts. During the time he was on his Venezuelan ranch, I tried many times to get him to confer with me directly on the situation, which was extremely volatile. I also requested that Samuel participate in meetings I was having with various executives in Puerto Ordaz. But he preferred to stay on his ranch, to go horseback riding, to take my daughter and some archaeologist on a flight over Angel Falls, and generally to act as though there was no crisis, no urgency.

  “Frankly I became alarmed by his behavior, and even more alarmed when he told me suddenly, and without any explanation, that he wished to reverse our corporate position on Cerro Calvario. In other words, to walk away from the entire project! And there were other upsetting incidents. I learned from Ray Arrillaga, who came down to advise me, that Samuel had not even bothered to consult the management team before flying down.

  “Of course I consulted with members of this board. As president, I am certainly not forbidden from doing so. Unlike Samuel, I do seek collegial advice whenever possible. I told several of you then about the critical nature of the negotiations, and that a breakthrough could come at any moment, but that Samuel seemed unwilling or unable to seize such an opportunity. I was then urged—by all of those whom I consulted—to seize any opportunity that might present itself. And I have done so.

  “As a result, two days ago I faxed to John Godell a long-term agreement signed by the Venezuelan president and by myself on behalf of Proteus, authorizing full resumption of our joint mining venture. I have signed many such documents, by the way, as Samuel knows—with Korea and Indonesia, for instance, and Kazakhstan and several others. Work will now resume on the railroad link to Cerro Bolívar, and on construction of a workers camp. The archaeological excavations, which temporarily halted our operations, are being relocated.

  “I, too, regret that a management breach has opened between Samuel and myself. We have been good friends for many years and have worked well together. I sincerely hope our friendship survives this unfortunate series of events. But I cannot base business decisions on concern for friendship. And I believe the board will agree that I have acted responsibly, and in the best interests of the company and its shareholders.”

  As D.W. sat back, there were grave nods from Hardesty Eason, Gordon Fairfax and Mitchell Ross. The others, Sam thought, appeared noncommittal; and Elise seemed inscrutable on her half of the screen. But the ugly conflict was now out on the table for all to see. Before proceeding to specific resolutions, Sam called for general discussion.

  To Sam’s surprise, Elise Juergens responded first: “It is perfectly apparent that you have arrived at an executive impasse,” she said without altering expression, “but I fail to see why it couldn’t have been resolved without convening an emergency session of the entire board. Couldn’t the executive committee have arbitrated this? I happen to be in the middle of important annual budget meetings at Woodrum—”

  “Elise,” Hardesty broke in, “I’m sure we all wish this hadn’t happened. But it has, and it is a crisis meriting the immediate attention of the board, as I told you yesterday.”

  “Is there anything you want to add, Elise?” Sam asked.

  “Not at this time.”

  “Then I’ll say something.” Hardy Eason whacked a pen down on a legal pad. “You know, Sam, I don’t know why I got so mad when you went charging off down south without even listening to us. Because this kind of cavalier behavior on your part has happened too damn many times to be news, as I think quite a few members of this board will agree.”

  “Well, you’re not speaking for me!” Parry Joyce snapped.

  “Why don’t you take a number, Parry, and wait your damn turn!” Hardy shot back.

  “Now, folks,” Sam said, gaveling, “I guess I forgot to mention it, but that little camera there pivots and zooms on voice-actuation, so if you’re all gonna talk at once, it’ll just spin itself dizzy. Now go ahead and give me hell, Hardy.”

  “I’m just giving you straight talk, Sam. When you keep ignoring us, it makes the board and the officers feel sorta superfluous, know what I mean? And I happen to feel that’s a damn perilous course for any publicly held company to be steering in this day and age. But let me back up a bit, to the part about you flying off to Venezuela, because at least I counted on you being on the same page as the rest of us in regard to getting the mining up and running.

  “Then, suddenly, we hear you’ve changed your mind, almost like you were brainwashed or something, and are actually trying to keep D.W. from doing what he was hired to do. I’m here to tell you, Sam, Proteus needs that ore. And thanks to D.W.’s efforts, not yours, we’re going to get it.”

  “Hardy, I’m not proposing we give up that ore. I was hoping to confine this discussion to the underlying issue of chain of command. But since you’re questioning my business judgment on specifics, I’ll address it briefly. That ore is not going anywhere. I’m only suggesting we hold off on going after it—until certain scientific and political conflicts are resolved—and I don’t mean just swept aside with payoffs.”

  Hardy shook his big head. “Hold off how long, Sam? Gordon was just going over some numbers with me this morning. They don’t look good—”

  “The hell they don’t!” Parry Joyce interrupted. “This company is paying a goddamn handsome dividend, Hardy, as we all know.”

  “Altogether too handsome, if you ask me,” Gordon Fairfax said in clipped Oxonian tones. “We’re currently paying more than twice the company’s per-share earnings, around four times the industry average. This is money we drastically need for exploration and to increase reserves.”

  “Last time I checked, Gordon,” Parry countered
, “I didn’t see your name on the finance committee, so I think we can do without your expertise.”

  “And I wasn’t referring to our common stock dividend, for God’s sakes,” Eason resumed. “So, Parry, you can stop popping up with your damn objections every thirty seconds.”

  “A great man is on trial here, and I’ll say what I damn feel like on his behalf.”

  “All right, you just said it. Now back to the troubling numbers I am referring to. In addition to depressed crude prices, we all know petrochemicals haven’t done well lately. And some of our recent exploration pacts—in Sakhalin Island, another near the Caspian in Kazakhstan, and offshore drilling in the North Aleutians—have been damn disappointing. And then there’s all these goddamn environmental regulations, mandating expensive refinery modifications. And now D.W. tells me our projections on what we’re going to get out of our LNG platforms in the Gulf of Paria might have been too optimistic.”

  “Especially if some archaeologist in a submarine finds Atlantis underneath them,” Fairfax quipped.

  “Hardy, there’s no need to belabor the obvious,” Sam said. “We’ve all heard the quarterly gloom-and-doom report.”

  “Fine. We’ve all heard it. So what’s the bottom line? We damn well need operating profits from our metal-mining division, and that means Cerro Calvario. And we need it up and running as soon as possible.”

  “Which would also help our bulk-carriers,” Fairfax said. “I understand we have two oreships currently in Japan, doing nothing but accumulating dock fees and rust.”

  “Aren’t we wandering rather far afield here from the main issue?” This was the first comment from the rotund Wall Street lawyer, Ed Gilliland. “These seem to be matters which require industry expertise, which I, for one, certainly do not possess.”

  “He’s absolutely right,” Parry Joyce said.

  “Maybe I can bring it all back home,” Sam said. “Of course, Hardy’s right. We need that ore. What we don’t need is a firestorm of negative publicity with it. We don’t need newspaper editorials claiming we’re raping some Third World country and destroying its cultural legacy. And this is exactly what will happen if we start blasting away on that mountain now—regardless of what the Venezuelan government says. The media guns are primed, believe me, just waiting for the next big-business bad guys to stumble into their sights. Exxon in Alaska, Union Carbide in Bhopal, Proteus in Venezuela. It could happen.”

  “That sounds awfully alarmist,” Gordon Fairfax said. “I rather think that either Rowland’s people, or one of our outside PR firms, could put out any such ‘firestorm’ on fairly short order, by emphasizing the continuing archaeological work in the area, which I understand we are underwriting, and the important contributions we’ll be making to the Venezuelan economy—thousands of jobs and so forth, medical facilities, that sort of thing. That’s hardly Bhopal, is it? And according to D.W., there are some rather unsavory stories regarding this archaeologist character. In addition to falsifying the locations of his discoveries, wasn’t he arrested for sedition or something down there?”

  “This is correct,” D.W. said. “As of this moment, Dr. Laya has been removed as head of this project.”

  Sam lost his cool. “Goddammit, D.W., you know that’s a trumped-up charge! The man falsified nothing! I was there, I know what I saw. He’s being set up by one of his assistants, and a bunch of ministers, who are getting under-the-table payoffs from us, are using it to get him out of the way, so mining can go forward. And it’s all gonna come out. There are people down there who are not in anybody’s pocket, and they’re going to demand an independent investigation, and we’re going to end up being reviled all over the goddamn hemisphere.”

  “Perhaps Sam is being an alarmist,” Elise Juergens said. “I don’t know. But those certainly are alarming possibilities he raises. And I, for one, certainly think all this requires more study. And, again, I don’t think it’s an appropriate matter for a hastily called session.”

  “We already know how you feel about that, Elise,” Hardy said.

  “I’d like to add something else,” Parry Joyce said. “Regardless of what happens or doesn’t happen in Venezuela, I personally feel this kind of palace coup—and let’s face it, that’s what we’re talking about here—would create a terrible impression of this company in the market.”

  An awkward silence descended on the table. Several eyes strayed to the monitor, but D.W. said nothing.

  Then Hardesty cleared his throat. “Well, I disagree. Proteus is not a one-man operation. What we don’t need is an old man Hammer or Howard Hughes label pasted on this building. That kind of thing scares hell out of investors. Which is why we’ve had Rollo stressing our management team. And Sam knows that as well as any of this. Isn’t that why he brought in D.W. in the first place?”

  Mitchell Ross jumped in. “I have to agree. Obviously, whenever you have a situation where a successor is groomed and then repeatedly stalled, there tends to be an erosion of faith in that successor, and in the company’s future. By rounding this corner decisively now, I think Proteus can definitely avoid that negative impression on the Street.”

  “Perhaps I can take that argument even a bit further,” said Gordon Fairfax, unfolding a tabloid page. “This is today’s New York Post, the Page Six gossip column. It contains a rather distasteful tidbit about our chairman, and a fortunately small photo inset—the same photo that graced the front page of yesterday’s Crescent City Sun—which I believe has been faxed throughout the Proteus network. The Post, granted, is not the Wall Street Journal, but it does have a certain circulation. May I suggest—with all due respect, Sam—that an immediate closing-of-corporate ranks around a new leadership team might actually enhance our recently tarnished image?”

  The debate bounced around the table a few more times, without turning up anything substantially new. So Sam decided to bring it to a halt. He gave himself the last word:

  “Unfortunately, Parry is right when he says what this meeting is about. It’s sure as hell not about orderly succession. Whether I took too long making my exit or not, the fact is D.W. didn’t wait for his cue. As to the decision on mining, that’s a judgment call. I happen to think D.W.’s judgment is off. But it’s a clear matter of corporate governance that the call was not his to make. It was mine. Or was until this meeting. And I guess that’s really all I have to say.”

  Parry Joyce then launched into another embarrassing encomium about Sam’s manifold contributions, conjuring large blocks of stockholders to agree with him, and concluding that the company owed Sam immeasurably more than it could ever repay.

  D.W. followed with his own carefully controlled praise for Sam. And when Hardy Eason began to make similar noises, Sam had had enough. It was starting to sound like a eulogy. So he gaveled an end to all discussion and called for a motion.

  “Okay,” he asked, surveying the faces around the black oval slab, “who’s got the honors here?”

  John Godell startled him by speaking first. Until that moment, the counselor had indeed been keeping his cards close to his lawyerly vest. “I guess I drew the short straw,” he said with something resembling a smile.

  Godell’s resolution, seconded by Hardy Eason, was pretty much what Sam expected. Sam would “move up” to chairman emeritus at his current annual salary and bonus until his mandated retirement date, while maintaining his seat on the board. D.W. would immediately assume the joint offices of chairman and chief executive and subsequently name a new president. The board, meanwhile, would announce its full support for all D.W.’s previous decisions in regard to the mining ventures in Bolívar State.

  Sam listened to it with an odd feeling of detachment. Since considerable discussion had preceded the resolution, there was no opposition to his call for an immediate vote. It went slightly better than he and his advisors had figured. John Godell, having proposed the resolution, obviously voted for it, as did the investment banker, Mitchell Ross. But the remaining two outside directors, Elise Juergen
s and Ed Gilliland, both sided with Sam. With Parry Joyce and himself, that gave Sam four votes. Had Lyman Fisher not selected this particular time to go mountaineering, Sam realized bleakly, the vote would have been deadlocked. As it was, the resolution carried five-four.

  “Well,” Sam said, “that seems to be it. I accept the verdict. As the old cowboy said, ‘If you ain’t got a choice, be brave.’ So, D.W., it looks like your end of this slab just became the head of the table. I guess you’ll have to provide your own gavel.”

  D.W. started to speak, but Sam held up a big palm. “Hang on, I’m winding down here.” He looked around, then over their heads at the big chromium wall sculpture and the New Orleans skyline gleaming through the drapes. “It’s been a hell of a run. And I want you to know that I really don’t harbor any bitterness toward anybody here who voted against me. If there’s anybody I’m ticked off at, it’s gotta be Lyman Fisher up on that damn volcano.

  “I certainly don’t have any resentment toward my successor. Except for the last few days, we’ve made a hell of a team. I wish him and all of you nothing but success. But, Duke, I’m warning you one last time, look very hard at what you’re doing down there.

  “Now this isn’t a goodbye speech. You’ll see me from time to time. But right now, I think I’ll slip out the door and let you go ahead and deal with anything else you like. I would like to see your press release on this before it goes out. You can give it to Bill Tuck. Now just sit down, Parry, and hush up. We’ll toast a few later. Right now these folks need your advice. Hell, they still need mine. They just don’t want it at the moment. D.W., take over.”

  Sam stood up in his fresh-pressed gray suit and cowboy boots, felt for his formal gray Stetson and shook hands around the table, then finally escaped. As the heavy door latched behind him, he just kept walking and smiling, right past Birdy and several others and then past the tinkling fountain under the hot atrium lights to the brass-doored elevator, then down and out across the vaulted, echoing lobby. When he hit fresh air, he breathed deeply and waved off the big uniformed chauffeur by the stretch Lincoln and started walking down Lafayette. He reached the river a few minutes too late for sunset and turned left on the Riverwalk and continued along the levee, then sat down wearily on a bench and watched a big sternwheeler full of tourists churning upstream into evening gray, while the darkening current moved relentlessly the other way, pushing and shoving out toward the Gulf.