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Vol 4: Issue No.5 : May, 2004
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Hony. Editor
Dr. Bindi Mehta
Professor & Chairperson (Research & Publications)
Narsee Monjee Institute of Management Studies
(Deemed University)




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CALPERS, the largest pension fund in the US, has announced that it will add India to the emerging equity markets list where its funds would be allowed to be invested – this signals that the capital markets in India meet the international expectations in corporate governance. Though CALPERS has under its management funds of the order of US $ 166 billion of which about US $ 2 billion are in equity of emerging markets, the general feeling is that immediate inflow of funds may not be large, but the change in perception is important. CALPERS, is known for its shareholder activism and is perceived to be an influential market watchdog. Its moves are widely watched and are imitated by other international investors.

Though work on the concept paper for a new companies bill has already started, with a new government at the centre in India likely to be sworn-in in mid May, it is expected that it will take a longer time than anticipated earlier, for the new Companies Bill to be put in place. Industry associations have warned that the new law must bear in mind that that the cost of compliance has been increasing and this should not prompt delisting and dampening growth.




Editor


(
Any views and opinions expressed by authors, writers in this e-journal are of their own.
Corporate Governance Journal is not responsible for the facts, figures, views,
and statistics that appear in this journal.)

 
     
     
 

Any Limits to Globalisation?

by
Dr. PK Rao

 
 

The author is Director, Global Development Institute, USA;
he has published several books, including “The IMF: How to Fix It” (Pinninti Publishers, in press).


 
 

Globalisation is essentially an integration of national economic activities with international economic systems, and this implies financial and trade liberalization, deregulation and privatization, among other things. As long as there are losers in the process of globalization, the song and dance of pro-globalisation will be met with protests, political upheaval and other forms of demonstration. The current economic paradigm of globalization gained its momentum after the so-called Washington Consensus (WC) that was publicized in a summary paper by Jeff Williamson in 1989 in the context of revival of some of the Latin American economies. After about a decade of experimentations, Mr. Williamson admitted in 2000 that that the originally stated premise of the WC was ‘flawed’ in some respects. The flaws and their adverse impacts have been more pronounced in the finance sector and proved extremely costly for some of the developing countries. The same phenomenon of globalization then leads, in turn, to negative effects on the export earnings and on job growth in industrial nations.

The misapplication of the paradigm led to a recent phenomenon that developing countries have turned ‘net exporters of capital’ to capital rich countries! The magnitude of such transfers has been of the order of $40 billion in 2003. During 2002 the developing world paid $9 billion more on servicing old debts to international lenders than they received in new loans. Besides, the quantum of concessional flows of capital and development aid to developing countries (including grants) declined rather sharply during the past five years. Although some of these features are not entirely the results of globalization, it is time for a reality check and for corrective reformed globalization.

Privatisation of public sector entities has been a pillar foundation for globalization processes. Trillions of dollars worth assets have been privatized and sold merely for a few billion dollars in some of the East European and Latin American countries. In terms of the economics and management of resources, privatization should have been recognized as one of the options for enhancing economic efficiency and revitalizing the public sector. It is important that due process of exchange of assets from public sector to private sector is followed even there is a clear case for privatization. Unfortunately the frenzy of globaphobia, and loan conditionalities of the organizations such as the IMF led to lopsided and costly approaches to economic reform. This resulted in the enrichment of rent-seekers at the expense of public interest.

Lessons of experience in ‘best practices’ in public sector from some of the West European countries should be of great relevance in deciphering alternative forms of economic governance. For promoting economic competition and efficiency, market-friendly reforms can also be initiated based on reductions of transaction costs. Creation of potential competition (or of ‘contestable markets’) is one such mechanism to enhance economic efficiency. Let us note that the end product should be the enhancement of economic efficiency as well as improvement of economic justice. Globalisation cannot be and end in itself but merely a merely a means of achieving desired economic goals based on certain prerequisites. The need for effective legal infrastructure has often been ignored in many countries, for any shortcomings in this aspect will lead to significant costs to the society, whether or not private enterprise and globalization remains a popular economic paradigm. An inefficient parasitical economic entity can only act as a drag on the economy and spill negative contributions to the society. Globalisation attempts should be preceded by the provision of effective legal and regulatory mechanism for the transition and for the governance of new economic entities.

The elusive reform of the international financial architecture is closely linked to the provision of meaningful elements in the policies and processes of globalization. Some of the important steps required in this context are the following.

1. Financial liberalization must follow, not precede, prudential financial regulation.

2. Alternative economic organizational arrangements must be evaluated before jumping to privatization. The requirements of efficient organizational arrangements, including efficient regulation, remain relevant even after privatisation if Enron-like disasters need to be avoided. Public accountability and active role of all major stakeholders is important for ensuring transparency and consensus-based economic governance.

3. Standards, norms, and codes of conduct of activities, financial accounts as well as environmental responsibilities of corporate entities, both private and public, need to be spelled out and relevant regulations effectively enforced.

4. International debt management should be restructured to enable developing countries cope with volatilities of their export earnings; debt servicing should be made flexible and sensitized to an index of export prices and access to export markets. The IMF should activate its Compensatory Financing Facility (CFF) to protect developing country exports against adverse commodity price shocks. Rather than trumpeting the urgency of globalization all around, the IMF should recognize and address the prerequisites for reaping potential benefits of globalization, and seriously devise strategies to ensure such benefits accrue to all sections of the society.

 

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Director Pay: In Search Of Rationale
Complexities defy critical principles of compensation

by
Prof YRK Reddy
Founder Trustee, ACG
 
 
The assumption behind a good compensation design is that it attracts, retains and motivates appropriate talent to yield cost-effective and competitive performance. There are broad principles such as internal and external equity and scientifically structured variable pay that are important in designing compensation. These principles which are important for managers cannot be practised in the case of directors, as there are infirmities in their structures and motivational dynamics.


Unlike managers who come as one class with a similar type of employment contract, directors are a portfolio. They may be a bunch of non-executive directors (NEDs) representing the financial institutions, promoters or strategic equity holders; whole time directors; NEDs representing special interest groups either in compliance with law such as in the case of banking, or by convention; or independent directors. Each is a class that is not comparable with the rest.


To the NEDs representing financial institutions, directorship is less material than their contracts of employment, thus making director compensation inconsequential. In any case, most such institutions insist on direct payment to them or decline director compensation. This aggravates the loyalty issue. Though the principle of corporate governance states that directors owe their first duty to the company, in practice they bear upper most in mind, the interests of their constituency or powerful individuals. No wonder that representatives of institutional investors and venture capitalists would be more worried about valuations of their stock and exit strategies than the long-term interests of the company.


A similar situation applies to full-time directors who have employment contracts with the company. The pay, including bonus and incentives, is related to their performance as executives and not as directors. In the process, most working directors do not make a distinction between their duties and responsibilities as directors and their role as executives. This makes the full-time director full of management and little of board.


In the case of NEDs representing promoters, it is assumed that their performance will be guided by enlightened self-interest, of increasing shareholder wealth, which may indeed be convergent with those of all the shareholders. Contrarily, there is a pronounced distortion in the motivational pact of the directors representing special interest groups such as trade unions, small investors or borrowers. While the principle of corporate governance exhorts them to think of the company first, the very motivation behind sectional or special representation is to protect the interest of the constituency.


Thus, eventually, it is left to the independent directors to balance the diversities and bring forth board independence. However, there are increasing doubts on how independent directors can be, especially in view of the dynamics associated with their appointment and compensation. The diversity among independent directors in their background and market worth creates distortions in internal and external equity. While some may be high profile industry leaders, others may be from NGOs or academia. The market worth of such directors would be different from one another. Yet, the compensation — in the form of sitting fee, commission on profits, director fee, or stock grants as provided under the law or on obtaining necessary approvals of the shareholders and the Central government, where necessary — is invariably the same.


The unstated principle appears to be “same class same pay”. Unlike most managers, directors don’t have any pay for performance. Variance in pay is only in sitting fee, where applicable, as it is linked to attendance. Commission on profits, which in any case is considered free-riding by many, does not differentiate between one’s single meeting from another’s eight in the year. Hence, the highest pay becomes the common factor for the members of the Board.


One reason for not varying director remuneration amongst the independent directors is the fear of enhanced liability commensurate with higher fee. Consequently, the international practice also is to make the fee common to all NEDs and compensate additionally the independent Chair or Chairs of committees and other committee work.


Because of the need for parity, some directors may end up getting paid more than what they are worth in terms of their market value or contribution in the board. If an independent director is overpaid, the conditions would be right for cronyism. Also, as most companies do not undertake director and chairman evaluation, linking compensation with performance will never arise. Thus, the principles of internal equity, external equity as well as pay for performance get undermined in many ways.

Compensation under these circumstances is no different from cattle grazing. One has to be on the right spot to graze well — such grazing has little to do with one’s size or the amount of milk one can produce!

(Published in Financial Express, May 17, 2004)


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