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Asian Corporate Governance Association (ACGA)
New Developments in Corporate Governance Reform in Asia: Northern Chills, Southern Warmth
Presentation by:
Jamie Allen, Secretary General
ACGA Members Briefing Sydney, March 25, 2013 Melbourne, March 28, 2013
ACGA Members Briefing Australia, March 2013 1
Agenda
1.
2. 3.
4.
5. 6.
7.
8.
Overview of 11 Asian markets in CG Watch 2012 North Asia What are the impediments? Southeast Asia What is driving reform? Singapore vs Hong Kong Underperforming leaders Survey categories and trends Country summaries Culture, custom, law and standards Conclusion
Trend of CG reform
Improving, but culture needs to open more Static, but reinvigorated regulator positive
(+2) (+1)
3. Thailand
4. = Japan 4. = Malaysia 6. Taiwan 7. India
47
52 49 54 56
55
57 52 55 48
58
55 55 53 51
(+3)
(-2) (+3) (-2) (+3)
8. Korea
9. China 10. Philippines 11. Indonesia
49
45 41 37
45
49 37 40
49
45 41 37
(+4)
(-4) (+4) (-3)
Source: CG Watch surveys, Asian Corporate Governance Association & CLSA Asia-Pacific Markets
Hierarchical and relatively more closed corporate cultures. An ongoing battle between regulators, conservative business
interests and legal scholars over company law / board reforms. Weak governments that lack consensus on corporate governance reform and show little leadership. China in a separate category: issues are more political. Caveat: Leading firms in Japan and Taiwan are starting to open up for sound business reasons. But the basic critique above still applies to the country.
ACGA Members Briefing Australia, March 2013 4
We do not believe the average company is more enthusiastic about governance than their Northern counterparts, and overall market scores are not high.
But: More exposure to competitive forces + smaller economies + Asean integration = more national focus on CG? Also some substantive differences between the Asean 3 (Singapore, Malaysia, Thailand) and North Asia:
Clearer policies on basic aspects of corporate governance, particularly board reform and shareholder rights. Fairly well-established eco-systems supporting director training and board development. Stronger governments with clearer, more consistent CG policies. Leading the way on the development of independent audit regulators.
Both have had their share of scandals, frauds and poor IPOs. Neither has a world-class system of corporate governance. Singapores total score higher in 2012 because:
Government focussed greater attention on reform over 2011-12. Improved regulations and regulatory enforcement. Retail shareholder participation maturing. It has had an independent audit regulator for many years.
Although Hong Kong outflanks Singapore in the quality of its regulatory enforcement, and scores higher on some rules and regulations, it suffers from the following: No clear government strategy on corporate governance. Excessive tycoon influence on regulatory policy. No properly independent audit regulator. No organisation representing minority shareholders.
ACGA Members Briefing Australia, March 2013 6
3. Thailand
4. = Japan
4. = Malaysia
6. Taiwan 7. India 8. Korea 9. China 10. Philippines 11. Indonesia
69 66 58 55 55 53 51 49 45 41 37
68 62 62 45 52 50 49 43 43 35 35
64 68 44 57 39 35 42 39 33 25 22
73 71 54 52 63 56 56 56 46 44 33
87 75 80 70 80 77 63 75 70 73 62
54 53 50 53 38 46 43 34 30 29 33
Scores for most markets have been quite unstable in this category. Scores are better for rules relating to the timeliness and frequency of financial reporting, disclosure of director share transactions, disclosure of substantial ownership stakes (5% and above ) and whether audit committees are mandatory. Worse for non-financial reporting, voting by poll, legal remedies for shareholders, definitions of independent director, quality of CG Codes, and pre-emption rights.
(%)
2007
2010
2012
Enforcement
Higher scores in eight of 11 markets. Five of eight show a rising trend. In two of the three markets whose score fell in 2010 before bouncing back this yearnamely India and the Philippinesthe latest score is higher than its previous high in 2007. China and Indonesia fell because data is limited and no clear improvement against major securities crimes. Also doubts about the regulatory systems fairness and consistency. Taiwans score fell in large part due to a lack of updated enforcement data. (Also an unfortunate confusion over questions we had sent the regulator.)
(%)
2007
2010
2012
CG Culture
Few markets stand out for making progress on their overall corporate governance culture. Six of the 11 are either flat or declining, while three of the remainder recorded only minimal increases. CG Culture = voluntary efforts by companies, investors, professional groups, institutes of directors, the media and other stakeholders to promote improvements. While efforts of some listed companies and business associations are growing, all market scores held down by a lack of interest and involvement of the investment industry. (Other than ACGA members, of course!)
(%)
60
50
40
30
20
10
2007
2010
2012
10
50
40 30 20
10
0
Hong kong Australia Indonesia Philippines Malaysia Thailand India Korea Singapore Taiwan China Japan
On average CG scores of 464 companies scored in 2010 and 2012 down 1.1-points (comparable questions)
Better markets, eg Singapore, scores held up Greater decline in scores for weaker CG markets
60
50
40
30
20
10
(10)
(50)
6. Country summaries
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Political leaders lack consensus on CG reform. Regulatory bodies underfunded and too cautious. Media often biased.
Corporate scandals exposed serious deficiencies in accounting and auditing practices. Regulation of auditors quite weak. CG culture improving due to bottom-up corporate board reform Hitachi, Shiseido, Sumitomo Chemical and many others. Now Toyota, which dropped a bombshell in early March 2013appointing first outside directors. But institutional investors remain disappointing.
ACGA Members Briefing Australia, March 2013 15
Tighter definition of outside director Mandatory multiple independent directors More effective whistleblower system Review of auditing firms Tougher regulations on insider trading
However, reform depends partly on whether the LDP gains control of the upper house of Parliament in July 2013. The partys close ties to the conservative Keidanren business lobby raise doubts as to what it can achieve.
ACGA Members Briefing Australia, March 2013 16
No definition of independent director in company law. No requirement for listed companies to have independent directors. No requirement for proper audit committees (statutory auditors are not a substitute in our view). Boards dominated by insiders / management.
4.
5.
Boards often act more like operational committees than strategic decision-makers. They meet too often, make too many decisions.
Companies locked into a rigid rules-based approach to governance. Dont take soft law seriously (eg, good practice guidelines). Regulations on insider trading are weak. Capital raising exercises are often unfair to minority shareholders.
6.
7. 8.
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4.
5. 6.
7.
18
In reaction to growing anti-chaebol mood, politicians of all stripes focussed more on CG reform. But regulatory capacity still an issue.
Doubts about the effectiveness of audit practices, given repeated corporate embezzlement cases and savings bank scandal. Some potential problems with Koreas full adoption of IFRS. Most Korean companies remain indifferent to good CG culture and see it as a compliance issue. Domestic fund managers silent. Lack of director training. Media often biased and chaebol-controlled.
ACGA Members Briefing Australia, March 2013 19
22
Corruption scandal at Sun Hung Kai, a property blue-chip, and the jailing of some ICAC officers overshadowed CG culture. Hong Kong has a reputation to rebuild. HSBC money laundering in Mexico a big embarrassment.
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A clearer and more consistent government policy on reform than Hong Kong, but could be more transparent. Media more confident.
Impressive independent audit regulator, ACRA, but questions remain about HR capacity issues at audit firms.
Still a compliance culture among companies; few business champions for CG. More voluntary voting by poll by listed companies. Institutional investors largely silent and disengaged.
ACGA Members Briefing Australia, March 2013 24
25
Indonesia
Malaysia Philippines
Marginally
Largely
Marginally
Somewhat
Largely
Singapore
Thailand
Somewhat
Somewhat
Somewhat
Marginally
Somewhat
27
28
Board structure
Dual (two boards) + Party Committee Single Single Two-tier Dual (two boards) Single or quasi dual Single
Philippines Singapore
Taiwan Thailand
American English
German / Japanese French / mixed
Single Single
Single or quasi dual Single
Forces of resistance
Country China Hong Kong India Indonesia Japan Korea Malaysia Philippines Singapore Taiwan Thailand
No No No No No No No No No
Korea
Malaysia Philippines Singapore Taiwan Thailand
1999/2003
2000/2007/2012 2002/2009 2001/2005/2012 2002/2011 1999/2006
Yes
Yes Yes Yes For IPOs and larger firms Yes
25-50%
Majority* Two/20%
Most new CG reform ideas are borrowed, to varying degrees, from outside. There is little regulatory innovation to date in Asia.
North Asian regulators tend to dismiss good ideas from within the region (eg, Hong Kongs rules on related-party transactions; Thailands tougher approach on corporate criminals.) They want to base their rules on the US or Europe. Southeast Asia is witnessing more cross-border regulatory cooperation and some degree of innovation. Part of its Asian Economic Community integration.
Much glib admonition against one size doesnt fit all on board governance. But all new reforms look largely the same!
Most countries have boards of directors shaped from a mix of legacy and colonial regulation with diluted versions of new international standards.
For investors, the concept of Asia is not a meaningful analytical tool in corporate governance.
You need to look at countries and then companies, not regional generalities.
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Reality check:
2. Local norms dominate where corporate ownership / culture is most powerful and regulatory / shareholder influence is limited. For example:
Functioning of boards and board committees (as opposed to their structure) Dialogue with shareholders Decisions on related-party transactions Capital-raising exercises
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Asian ideas:
35
Rules: Why dont Asian markets have better and more uniform rules? Do shareholders in one market deserve less protection than another? (A competitiveness issue.) Enforcement: Do regulators have the capacity to enforce rules? Are stewardship codes needed to push investors?
Political / Regulatory: Are regulatory and legal systems fit for purpose? Does the judiciary know what it is doing? Is the media fair?
Accounting / Auditing: Is there an effective independent audit regulator? Do CPA firms have sufficient personnel? How can we encourage dialogue between auditors and investors? Culture: How can we encourage less boilerplate disclosure? How can we encourage better board composition? How can we encourage international investors to beef up their travel budgets?!
ACGA Members Briefing Australia, March 2013 36
Appendix:
Contact details
Jamie Allen Secretary General Asian Corporate Governance Association Ltd
Room 1801, 18th Floor, Wilson House 19-27 Wyndham Street, Central, Hong Kong Tel: (852) 2160 1789 (D) Fax: (852) 2147 3818 Email: jamie@acga-asia.org Website: www.acga-asia.org
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