Teaching Gabi to Beat the System

Levy Rachmani is a pleasant man. His demeanor is calm and agreeable, and he answers questions genially, even when they are tough ones. I don't know if Levy Rachmani, who these days chairs Ayalot Holdings, personally knows Gabriella Ravid, who won an albeit temporary but important victory in her battle to remain the CEO of Psagot-Ofek, from which the Israel Securities Authority wishes to oust her. But he could teach her a thing or two about how to get convicted (not that she has been) of serious malfeasance, without losing your job.

Because that is what Levy Rachmani has been doing for the last year. Not only that, ten days ago - just as the ISA was deciding that Ravid had to go, even though she had not been charged of anything - Rachmani managed to buttress his victory. He received confirmation from another watchdog that he can stay on his job for six more years, at least, even though he, and his child Noga, have been found guilty in the insurance cartel case.

Which watchdog gave Rachmani the assurance? Yadin Antebi, the commissioner of insurance and capital markets, and believe you me, he regrets it intensely. He regrets it, but allowed Rachmani & son to continue running Ayalon Holdings, which controls the Ayalon insurance company, despite their conviction, and even though the other insurers found guilty in the scandal have been distanced from the industry years ago.

Rachmani & offspring had also been distanced from Ayalon Insurance, but Antebi agreed they could continue controlling it through the parent company, Ayalon Holdings. How can one remain the controller but not the manager?

The Great Wall of Ayalon

Antebi solved that conundrum by arrangement that the Rachmanis signed a year ago, limiting their involvement in the insurance subsidiary. In other words, the arrangement involves Chinese walls to keep them out of Ayalon's insurance business.

The same commissioner who ruled (when sitting on the Bachar commission) that at the banks, Chinese walls can't be trusted. The only way to end the conflicts of interest at the banks was through severing ownership ties (forcing the banks to sell their provident and mutual funds).

Yet this same commissioner evidently believes that insurers, and this small privately held company Ayalon, can be trusted to honor Chinese walls. And that Rachmani father & child, two domineering personalities, will honorably refrain from intervening in the Ayalon insurance business.

What has happened a year down the line? On June 22, Ayalon Holdings advised the Tel Aviv Stock Exchange of "negotiations between the former managers and the insurance commissioner" over the arrangement ? "At the end of the talks, the commissioner declared that certain issues pertaining to the arrangement need clarification".

Vague, that. What they mean is that Antebi abolished all Levy and Noga Rachmani's signatory rights at Ayalon Insurance, and reiterated his position that they may not serve in executive capacities at both the parent company and the subsidiary.

But this time the inspector related to other officers who did hold parallel jobs at both companies, one being the chief financial officer. Antebi agreed that they continue to hold the double positions: he isn't about to hurt people who aren't responsible for the deeds of the Rachmanis. But he clapped restrictions on conversation with them.

More precisely, any conversation that Rachmani conducts with his own chief financial officer, who is also the CFO of the insurance company, must be conducted in the presence of legal counsel, and documented in minutes that shall be given to Antebi.

Moreover, the Rachmanis have been forbidden to set up a company that will provide services to the insurance company. That had been laid down in the original arrangement and Antebi felt it necessary to repeat that directive, and to add that if needed, he would appoint an auditor to inspect the group companies, a threat that is clear as day.

The only thing the insurance commissioner did not do, is wield his authority and force the Rachmanis it sell the insurance company if they are found to have violated the rule banning their involvement in its management. Maybe that is why Rachmani told TheMarker, in his amiable way, that the new arrangement had been made because of technical reasons: "It is hard for me to say if the inspector felt we had violated the arrangement. You have to ask the inspector." So said he, and remained the owner of an insurance company, despite his conviction and despite the inspector's dissatisfaction with the non-involvement arrangement that had been signed with him. Ravid could learn a lesson or two from him.