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Vol 4: Issue No.9 : September, 2004
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Dr. Bindi Mehta
Professor & Chairperson (Research & Publications)
Narsee Monjee Institute of Management Studies
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International Events
UK corporate governance bill to cost millions

UK government plans to improve corporate governance will cost companies millions, a UK technology analyst firm claims.

The Butler Group says that firms will have to spend heavily to ensure that there computer systems comply with the Companies (Audit, Investigations and Community Enterprise) Bill. This Bill is the UK equivalent of the US's Sarbanes-Oxley Act and it addresses shortcomings highlighted by auditing scandals such as Shell, Parmalat and Enron. In essence, it deals with accounting practices, with particular attention paid to auditing processes.

Mike Davis, senior research analyst at Butler Group, said: "While the UK has always had better auditing standards than the US, the Companies Bill tightens these up still further. However, as with Sarbanes-Oxley, the only efficient and cost-effective way for UK businesses to meet the Companies Bill requirements will be through the investment in certain key technologies. Failure to make these investments quickly and correctly will leave UK businesses prone to severe financial penalties."


 
Disclosure and director independence are
wanting, report says

Hong Kong Standards of disclosure by Hong Kong companies and the independence of their directors are low, Standard & Poor's said Tuesday, the second report in a week criticizing corporate governance in a city where more than 1,000 companies are listed.

Hong Kong ranked third in corporate governance behind Singapore and Malaysia, according to a study of five Asian economies by the credit rating company and the National University of Singapore.

The city ranked ahead of Thailand and Indonesia.

"The data from the study showed that independence of the boards of directors for most companies on the Hang Seng index is very low," said Mak Yuen Teen, vice dean of the National University of Singapore's Business School, which co-wrote the study with Standard Poor's.

CLSA and the Asian Corporate Governance Association last week said that stock market regulators have to do more to improve disclosure, increase the independence of directors and strengthen enforcement of rules.

BOC Hong Kong (Holdings), CLP Holdings, COSCO Pacific, HSBC Holdings, and Li Fung ranked as the top-five listed companies in Hong Kong in terms of corporate governance, Standard Poor's said. HSBC and CLP also featured in the CLSA report.

Still, the top-ranking companies in Hong Kong also need to increase the number of independent directors on their boards and independent audit committees.

Some companies have hired outside directors.

Johnson Electric Holdings said Monday that it had hired Laura Cha, previously a vice chairwoman of the China Securities Regulatory Commission, as an independent director and member of its audit board.

BOC Hong Kong hired several independent directors, including Linda Tsao Yang, a former executive director of the Asian Development Bank, after it was criticized for lack of disclosure about the departure of its chief executive, Liu Jinbao, in May 2003.

"Most of the corporate governance scores" in Hong Kong "appear to be clustered between 11 and 40 points, out of a maximum of 140," said Calvin Wong, managing director of Standard Poor's Governance Services.

More mainland Chinese companies - including BOC Hong Kong, Ping An Insurance and Semiconductor Manufacturing International - are now listing shares in Hong Kong, raising investors' concerns about transparency and corruption.

In the past two years, Euro-Asia Agricultural Holdings, a China-based orchid grower, was delisted in Hong Kong after its founder, Yang Bin, was sentenced in China to 18 years in prison for fraud, and Zhou Zhengyi, the chairman of Shanghai Land Holdings, a mainland property developer, was jailed for three years for stock market fraud and falsifying documents.

"Where all markets fall down is in enforcement," Jamie Allen, secretary general of the Asian Corporate Governance Association, said last week.

"A large number of rules are brought out, but there isn't a similar investment in the people or structure to enforce them," he added.

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E&Y advises investment in corporate governance

Beijing, Sept. 27 (Xinhuanet) -- Chinese financial companies need to invest heavily in long-neglected areas such as corporate governance and risk management to secure success for planned stock offerings, advises accounting firm Ernst & Young (E&Y).

China's financial reform is standing at a critical juncture as it is only a little more than two years away from opening up fully the local market to foreign investors under World Trade Organization commitments, China Daily reported Monday.

Three leading domestic insurers were listed on the Hong Kong stock exchange last year, and the China Construction Bank and Bank of China, two of the four largest State-owned lenders, are planning initial public offerings (IPOs) as early as next year.

"Their success is of great significance to China's development," said Raymond Woo, chairman of China Operating Committee at E&Y.

But many preparations need to be made before the companies go ahead with their listing plans.

"Historical baggage must be unloaded first," Woo said.

Chinese insurance companies need to resolve the burden of policies written in high interest-rate years that resulted in huge losses after a string of interest rate cuts, The banks will also have to settle problems of huge non-performing loans and low capital adequacy, he said.

An important task, Woo said, is to bring corporate governance, risk management and information disclosure practices up to international levels to secure investor confidence.

"The cost can be high," he said. "But if you don't do it, how can you improve competitiveness?"

Insufficient investment

China's financial companies are relatively newcomers to the global capital market and have been frustrated by what analysts say are symptoms of maladjustment.

China Life Insurance Co Ltd, the second domestic financial firm to list overseas, was embroiled in an accounting scandal after its hugely-oversubscribed IPO at the end of last year.

And last month, only two months after its IPO in Hong Kong, Ping An Insurance (Group) Company of China, Ltd found itself in the headlines with its public relations agency prematurely releasing half-year results.

One reason for the difficulties, analysts say, is widespread reluctance of many Chinese companies to outlay money on corporate governance and risk management, instead eagerly pursuing profits.

It needs to be corrected. "Companies need to know their risk preferences before they set out their business strategies," Woo said.

"Profit is important but some risks can erode profitability," he said, adding risks in areas such as reputation, product innovation and compliance threaten to weigh on businesses' key earnings drivers.

"If risk management is only seen as a cost rather than a strategy, it's a problem," Woo said.

Chinese authorities have issued regulations, which analysts say are close to international standards, in areas such as corporate governance and risk management, but it will take time for them to be incorporated into the system.

China's still developing market economy mechanisms are hardly enough to guarantee the immediate effect of such measures, Woo said, citing the disproportionately large share of retail investors in the domestic stock market.
(China Daily)

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Company’s earnings rise with good governance
Corporations that are rated highest for governance practices have delivered superior investment returns, according to result of a new study released recently by Governance Metrics International (GMI). GMI has said in its latest data on 2,588 global companies found that 26 companies receiving the highest score of 10 out-performed the Standard & Poor’s 500 stock index total return by 10 % over the past five years. Over a three-year period, the companies outperformed by 8.3 % and over one year they outperformed by 4.9 %. The 26 companies included 20 American companies, five Canadian and one Australian company. GMI said the companies also outperformed when measured against the Morgan Stanley Capital International World Index.

“This suggests a correlation between corporate governance practices and portfolio returns when measured across a number of variables and across a multi-year period”, GMI chief executive Gavin Anderson said in a statement. He said that US companies as a group had improved ratings over the past two years, with the average rating rising to 7.2 from 6.5. He attributed the better showing in part to the Sarbanes-Oxley Act, a US law that required a series of accounting and corporate governance reforms.

The report said that 95 % of US companies now say they have a qualified financial expert on their audit committee, compared with 65 % in an earlier study in 2002. Nearly three quarters have hiring policies concerning employees of former employees of auditor firms, compared with only 14 % in 2002. Just over half of the companies have adopted a policy on rotation of audit personnel, compared with 8 % in 2002.

Majority of audit committees, 83 % now perform self-evaluations, compared with 17 % in the earlier study. In other changes, 90 % of companies now have board evaluation policies, as compared to 35 % in 2002. Director training is being provided by 80 % of companies compared with 14 % in the earlier study.

 

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© 2001 Academy of Corporate Governance