公司质量管理的重要性Essay

公司管理质量的重要性已被许多研究所强调(Asian Roundtable on Corporate Governance, 2006; Andy Mullineux, 2006; Chris Mallin, 2003; Ross Levine, 2004; Stephen Y.L.Cheung et. al., 2004; Vasile Cocris et. al., 2007).值得注意的是,麦肯锡公司进行的一项民意调查(2002)强调了重要的78%的投资者愿意支付高达22%至22%的额外费用作为马来西亚公司具有良好公司管理质量的表现。

 

由于银行业务的特殊性质,特别是与银行存在信托责任的利益相关者,许多研究指出当与其他行业对比时为什么银行的企业管理应该被优先考虑的原因。(Asian Roundtable on Corporate Governance, 2006;)。这样的研究在马来西亚得到更多的断言因为之前的许多研究认为公司治理的失败是1997年金融危机的根源。(Asian Roundtable on Corporate Governance, 2006;)。本章提供了一些先前在马来西亚,公司质量管理以及银行业的相关研究。马来西亚公司管理改革旨在恢复投资者对资本市场的信心,本文讨论和发现在马来西亚公司的管理实践直接导致马来西亚银行业公司管理的质量。Innssa Love (2010)指定了三个主要来源用于构造公司管理质量的措施,即1.公司按法律和章程规定发布信息;2.由评级机构来排列独立的排名,如标准普尔(S & P)或里昂证券(CLSA)3.还有公司的民意调查。本章的目的是提供这些资源来辨别感知在马来西亚银行业背景下公司的质量管理。

 

公司质量管理的重要性-The Importance Of Quality Corporate Governance 

 

The importance of corporate governance quality has been stressed by many studies (Asian Roundtable on Corporate Governance, 2006; Andy Mullineux, 2006; Chris Mallin, 2003; Ross Levine, 2004; Stephen Y.L.Cheung et. al., 2004; Vasile Cocris et. al., 2007). Notably, an opinion survey conducted by McKinsey & Company (2002) highlighted a significant 78% of investors are willing to pay a premium, as high as 22% to 25%, for Malaysian companies exhibiting good corporate governance quality.

 

Due to the special nature of the banking business, notably with the fiduciary duty owe by the banks to its stakeholders, many studies have identifies reasons why corporate governance for banks should be given priority as compared with other industries (Asian Roundtable on Corporate Governance, 2006;). Such a study is even more pronounce in Malaysia as many prior studies perceive the failure of corporate governance is the root cause to the Financial crisis in 1997 (Asian Roundtable on Corporate Governance, 2006;). This chapter provides some relevant prior studies on corporate governance quality in Malaysia as well as its banking sector. Malaysian corporate governance reform aims to restore investors’ confidence of the capital market, this paper is satisfied that discussions and findings on corporate governance practices in Malaysia directly contributes to the corporate governance quality of the Malaysian banking sector. Innssa Love (2010) specified three main sources used to construct measures of corporate governance quality, namely, (i) information from companys’ by-laws and charter provision; (ii) Independent rankings constructed by rating agencies, such as Standard & Poor’s (S & P) or Credit Lyonnaise Securities Asia (CLSA); as well as (iii) Opinion surveys of firms. It is the intent of this chapter to provide review of these sources to discern the perception of corporate governance quality in the context of the Malaysian banking sector.

 

在马来西亚国内金融机构公司质量管理的测试-Measurements of Corporate governance quality in Malaysian domestic banking institutions

 

The mechanisms that determine corporate governance quality in Malaysia can be analyzed from the directions contain in the master plans as well as orders from relevant regulatory bodies (Abdul Hadi B. Z., 2000 and Inessa Love, 2010). According to Abdul Hadi bin Zulkafli et al., (2000), the main sources of corporate governance reforms agenda in Malaysia can be traced back to three official documentations, namely, the Malaysian Code on Corporate Governance (MCCG), the Capital Market Master Plan (CMP) and the Financial Sector Master Plan (FSMP). As part of its implementation plan for the FSMP, Bank Negara Malaysia (BNM) also issued various prudential guidelines such as “Guideline on Corporate Governance for Licensed Institutions” (BNM/GP1) to regulate corporate governance practices of the banking sector. In addition to sufficing to BNM’s prudential guidelines, Malaysian domestic banking institutions are also required by Bursa Malaysia to disclose and justify the extent of compliance with the principles and best practices set out in the MCCG. With the above legal and regulatory environment in place, the following sub-sections take stock of the progress of corporate governance reform of Malaysian domestic banking institutions.

 

On the basis of analysis of broad principles of corporate governance directly affecting the quality of corporate governance of the Malaysian domestic banking institutions as shown in Table 1.2, this research discusses the following mechanisms of corporate governance.

 

Board Characteristics (Directors)

 

“In a paper that examines the impact of corporate governance practices on the performances of firms in Malaysia, Allan Chang Aik Leng, 2005 concluded that corporate governance practices, such as board composition, CEO duality and concentrated ownership were found to have insignificant impact on ROE. The paper, however, concluded three independent variables that were found to have significant impact on ROE. These variables are, namely, (i) the dominant role of the CEO and chairman of the board, (ii) gearing; and (iii) size of the company (Allan Chang Aik Leng et. al., 2005).”

 

Broad principles set forth by MCCG in this category includes board effectiveness, board compositions, supply of information to the board, as well as appointments of directors.

 

Board Effectiveness

 

“Lum Chee Soon et. al. (2006) concludes the important role of board effectiveness in the corporate governance in Malaysia banking system. The paper evaluates that board independence is a prerequisite for enhancing board effectiveness. There is still room for improvement in this important basis of the internal governance mechanism in the post financial crisis period. This is a difficult area for most banking leaders to tread: and improvements must be made at the board level if the board is truly committed to the idea of enhancing board effectiveness.”

 

“Board independence is a prerequisite for enhancing board effectiveness. The results of the survey questionnaires show there is still room for improvement in this important basis of the internal governance mechanism. All board members, especially the independent directors, must truly feel independent without any reservations about, first, whether their term can be terminated if they don’t toe the line, or second, if they have an obligation to the controlling owner or CEO who appointed them. This is a difficult area for most banking leaders to tread; and improvements must be made at the board level if the board is truly committed to the idea of enhancing board effectiveness (Lum Chee Soon et. al., 2006)”

 

“Much still remains to be done to enhance board effectiveness and independence at the firm-level. The board must be more conscious and passionate of its role in establishing the ethical and cultural values of good corporate governance. Board diversity is always an important ingredient for those interactions to take place that are necessary to promote open and constructive engagements within board discussions and decision-making process. We have seen that the increasing role of independent directors in the boardroom is an important ingredient for this diversity (Lum Chee Soon et. al., 2006)”.

 

“The appointment of the board members is very much a contentious issue. A perusal of the board composition in the domestic banking institutions in Malaysia reveals the fact that very little change has taken place in terms of recruitment of new board members: there is still a reluctance to recruit unfamiliar independent non-executive directors to the board in domestic banking institutions. Appointment of non-executive directors should not be based on ‘who you know’ but should be based on ‘who is best’. A simple criterion of choice should be on the candidate’s merits and passion to engage in constructive boardroom discussions and create value for the shareholders as well as other stakeholders (Lum Chee Soon et. al., 2006).”

 

Board Responsibilities

 

Directors’ Remuneration

 

The broad principle of directors’ remuneration in MCCG refers to ..

 

Sang-Woo Nam et. al., () conducted an opinion survey on Directors’ Remuneration and show that compensations for CEOs, boards of directors, and executive directors are positively related to changes in stock return.

 

In a study that investigates the relationship between financial compensation of bank directors and the banks’ performance for the period 2000-2003 of Asian banks, Katsuyuki Kubo (2006) concluded that there is a positive link between banks’ profitability and their financial compensations. This result is consistent with the opinion survey by bank directors which confirms a link between performance and compensation. The implication of the result of this study renders directors’ compensation as not an important element of corporate governance.#p#分页标题#e#

 

Rights of Shareholders

 

The World Bank’s Report on Observance of Standards and Codes (2005) highlighted protection for minority shareholders and shareholders activism as key challenges for corporate governance reform in Malaysia.

 

Accoutability, Independence, Disclosure and Transparency

 

McKinsey (2002) found that majority of survey respondents agree that corporate governance remains of great concern to them with strengthening the quality of financial disclosure and transparency as the top priority, followed by board independence and board effectiveness (Hafiza Aishah Hashim et. al., (); Sang-Woo Nam et. al., 2004; Stephen Y.L.Cheung et. al.,2004).

 

The World Bank’s Report on Obeservance of Standards and Codes (2005) highlighted directors’ accountability as a key challenge for Malaysia.

 

Julius C. P. (2006) found that banks’ risk management practices in Asian banks generally meets the requirements of internationally accepted standards under current supervisory framework. Generally, the survey results show that Asian banks have sound practices in areas of risk management, such as credit and market risk management, as well as internal control. However, Much, however, must still be done to address operational risk management, public disclosure practices related to risk exposure of banks as well as more closely integrate risk management into overall governance and managegement of banks.

 

S.Susela Devi (2003), in an article that describe the evolution of corporate governance in Malaysia, provides a chronological list of corporate governance initiatives in Malaysia and discusses the development of corporate governance in Malaysia in three phases, namely, Awareness, Advocacy and Action.

 

S.Susela Devi (2003), in a forum article organized by United Nations aims to discuss corporate transparency and disclosure, describes Malaysia experience in corporate governance developments in three phases: Awareness, Advocacy and Action.”

 

In his article written for UN, Chris Mallin (2003) observes that transparency and accountability were two key corporate governance qualities recommended for reformed in many countries, including Malaysia, that have been affected by a lack of investor confidence.

 

Innessa Love (2010) presents an example that measures various components in a Corporate Governance Index based on CLSA (2001) questionnaire provides 45% weightage to Transparency, Independence and Accountability. The other 45% are attributed to discipline, responsibility anf fairness.

 

“Lum Chee Soon et. al. (2006) concludes that although much has been achieved in the post-crisis period, the public perception of corporate governance in Malaysia banking system is still weak. One important area of public concern is that of disclosures and transparency of the workings of the boards in the domestic banking institutions.

 

“In a study published by Institute for Development Policy and Management, University of Manchester, Tommy Thomas of United Nations Development Programme concluded that the quality of corporate governance is inextricably linked to accountability of directors to shareholders. Hence, the greater the accountability, the better the corporate governance. Conversely, the lesser the accountability, the poorer the corporate governance” (Tommy Thomas, 2002) – cg and malaysia 3

 

The relationship between Corporate Governance, transparency and Financial disclosure

 

“…the disclosure category looks at the transparency of a corporation as measured by the quantity and quality of the publicly available information on the governance structure. Deminor state that “information to shareholders is one of the most important aspects of corporate governance, as it reflects the degree of transparency and accountability of the corporation towards its shareholders.”

 

“The paper concludes with the recognition that while “no single universal model of corporate governance exists nor is there a static, final structure in corporate governance that every country or enterprise should emulate” (Commonwealth Association for Corporate Governance, 2000), transparency and disclosure are key attributes of any model of good corporate governance.”

 

公司质量管理制度框架支持——环境-Institutional Framework supporting Corporate Governance Quality – Environment

 

Legal and Regulatory

 

In a paper that measures the progress of corporate governance reforms in nine East Asian economies, including Malaysia, a divergence between the regulatory environment and market perception of corporate governance practices in the countries sampled (Stephen Y.L. Cheung et. al., 2006).

 

In considering the implications of banks fiduciary duty to their depositors and taxpayers in the context of the banks corporate governance, Andy Mullineux (2006) found that good corporate governance of banks requires regulation to balance the interests of depositors and taxpayers with those of the shareholders.

 

The Malaysian Code of Corporate Governance (2000) was developed to provide guidance on general principles of corporate governance and best practices of each principle as part of Malaysian corporate governance reform of the private sector. In recognizing that there are aspects of corporate governance where statutory regulation is necessary and others where self-regulation, complemented by market discipline is more appropriate, the code was structured in a way so as to allow for a more constructive and flexible response to raise standards in corporate governance.

 

In considering the special nature of the banking business and implications of banks’ fiduciary duty to their depositors in the context of banks’ corporate governance, Andy Mullineux (2006) found that good corporate governance of banks requires regulation to balance the interests of depositors with those of the shareholders.

 

As discussed in previous section, the Malaysian banking sector has made great strides in embracing corporate governance practices for the last decade. Abdul Hadi B. Z. (2000), in his descriptive analysis of corporate governance mechanisms in Malaysia, found that the mechanisms that have been put in place are comprehensive and covers a wide spectrum of corporate governance internally and externally. Indeed, the key results of an opinion survey of the board of directors and survey of risk management conducted by Sang-Woo Nam et. al., (2006), imply that the practice of good corporate governance has become a norm in the domestic banking institutions in Malaysia. The author also commended the effort of Bank Negara Malaysia (BNM) and the domestic banking institution and confirmed that there is some persuasive evidence, with particular reference to strict measures of board structures and composition, to suggest that the banking sector have embraced the importance of the practice of corporate governance in Malaysia.

 

Even though the Malaysian banking sector has made great strides in embracing corporate governance practices, however, many researches held to the perception that much more needs to be done, especially on the institutional-level, to enhance the corporate governance quality of the Malaysian banking sector (Asian Lum Chee Soon et. al., 2006; Stijn Claessens et. al., 2002).

 

“While work on Asia has thus clarified some corporate governance issues, many important issues are still unknown. These issues include: (a) the causes of specific ownership structures and the relationships of ownership structures with countries’ institutional environments; (b) how ownership structures influence not only firm performance and valuation, but also other corporate policies, such as investment patterns and financing structures; (c) alternative governance mechanisms in enhancing governance, such as the roles of reputation, second block holders, (foreign) institutional investors and other voluntary mechanisms; (d) family firm internal governance issues, including management, compensation and family succession; and (e) the interaction between the quality of public governance and corporate governance. Most of the challenges of addressing these issues arise because of data availability problems. Resolving the data problems calls for systematic data collection by researchers and corporate governance research centres in this region (Stijn Claessens et. al., 2002).

 

Mike W. Peng et. al. (2006) examined whether the role of concentrated family ownership and control in large firm in Asia is “good”, “bad” or “irrelevant” for firm performance. Their findings demonstrated that concentrated family ownership does not have a negative impact on firm performance in the Malaysian context. The authors explains that, in general in countries where institutional framework are weak, family ownership may provide a complementary internal control mechanism and better access to resources.

 

“A major element of public concern during the crisis period was the close connectivity between banks and corporate borrowers. It is acknowledged that much has already been done in terms of regulatory guidelines (GP1, GP5, GP6 and GP7) to ensure the avoidance of conflicts of interest and the problem of large single corporate borrowers. With this, the associated dire consequences will not occur and have an adverse impact on the whole financial and banking system. However, it must be recognized that BNM cannot solve the root of the problem by using its regulatory guidelines alone. While regulatory bites can have its advantage, there must also be the banking industry’s corporate leaders’ will to ensure that the intents of the regulatory guidelines are implemented in practice (Lum Chee Soon et. al. 2006)”#p#分页标题#e#

 

“In moving forward a review of the implementation issues and problems at the ground level may be necessary. Enforcement and surveillance mechanisms by the regulatory bodies are critical. There is little doubt that the reality of corporate governance is that those in control of corporations will always have one eye on the laws governing his / her actions and more particularly the penalties that go with any breach thereof and another eye on wealth-making for the corporation (Chan, 2001).”

 

Political economy

 

The World Bank’s Report on Observance of Standards and Codes (2005) highlighted large government ownership as a key challenge for corporate governance reform in Malaysia.

 

Stijn Claessens et. al. (2000) provides insight of Malaysia banking sector as following:

 

State control is significant in Malaysia.

 

Ownership data are either completely missing, available only on nominee accounts, or not sufficient to collect more than half of the ownership rights in Malaysia.

 

Family ownership is significant in Malaysia.

 

Significant evidence of cross-holdings in Malaysia.

 

Four-fifths or more of companies in Malaysia have managers who belong to the controlling group.

 

Medium size firms show the most separation of ownership and control.

 

The separation of ownership and control in state-controlled firms occurs in Malaysia with the smallest firm displaying the most separation, such as families firms.

 

Firms held by financial institutions do not display significant ownership and control.

 

Family controlled firms in Malaysia increases from 58% to 67%.

 

Older firms are more likely family controlled.

 

A quarter of the corporate sector in Malaysia is controlled by largest ten families.

 

The largest 15 families in Malaysia held a significant 76% of corporate assets as a percentage of GDP in 1996.

 

These findings can be interpretated as indicative of both the motivation for and the means to crony capitalism in East Asia. The concentration of corporate control in the hands of a few families creates powerful incentives and abilities to “lobby” government agencies and public officials for preferential treatment, whether through trade barriers, non-market based financing, preferential public contracts, or other means. Concentration of control might also have been a detriment to the evolution of the countries’ legal systems. Finally, the direct participation by government officials in the control of a large part of the corporate sector opens up the possibility of wide-spread conflicts between public and private interests of some individuals, leading to crony capitalism. While we can not document whether and through what channels crony capitalism has developed in East Asia, the large ownership concentration certainly raises the likelihood of it.

 

The author concluded that while there is a separation between ownership and management, there is not a separation between control and management. These leads to wealth concentration in the hands of few family which could negatively affect the evolution of the legal and other institutional frameworks for corporate governance and the manner in which economic activity is conducted. It could be a formidable barrier to future poliy reform.

 

Third is the interaction between corporate governance and public governance. As suggested in several studies reviewed in this paper, governments and politicians can determine the rules of the game and the nature of competition in the market place. Listed companies’corporate governance practices are likely to be influenced by the rules, in particular how and to what degree the rules are enforced. Therefore, it would be important to examine how corporate governance practices of a country are shaped by the quality and the integrity of its government and its regulatory policies (Stijn Claessens et. al., 2002).”

 

“In a research that examine the separation of ownership and control for corporations, Stitjn Classens et al., 2000 find state control to be a significant corporate governance environment exists in majority of Malaysian corporations (Stijn Claessens et. al., 2000).”

 

“Malaysia and Hong Kong show the highest degree of family ownership, with 67.2 per cent and 66.7% of total market capitalization controlled by family groups. Certain industry, such as, banking sector might be heavily regulated and the State may own a controlling stake in the companies in such industries. Malaysia has the second most significant, after Singapore, State ownership with 13.4% of value under State control (Stephen Y.L.Cheung et. al., 2004)”

 

“Stijn Classens et al., 2000 find Malaysia to be among other East Asian countries in examination, with highest concentration of control rights in the hands of the largest blockholder (Stijn Claessens et. al., 2000)”

 

“The continual lack of public confidence in corporate governance of Malaysia banking system despite hardwork of BNM may be inherited in the potential area of concern in the post-merger domestic banking that the ownership structures of dominant domestic banking institutions financial conglomerates have become more complex and opaque.” (Lum Chee Soon et. al., 2006)

 

Markets and Competition

 

In a paper to study the relationship between ownership structure and governance quality, Joseph P.H.F. et al., 2006 found that different ownership structures between widely held foreign banks and family / state-controlled banks in Asian nations may be due to their different business models. The implication of this result was that concentrated ownership structures should not be given much weight in the measure of good corporate governance. The paper also provides detail empirical data relating from banks’ characteristics…

 

After reviewing major governance concepts in general, Ross Levine (2004), discusses two special unique attributes of banks, namely, greater opaqueness than other industries and greater government regulation.

 

With the perception that these unique attributes of banks weaken many traditional governance mechanisms, Ross Levine (2004) concluded that existing work suggests the importance to strengthen the ability and incentives of private investors to exert governance over banks rather than relying excessively on government regulators.

 

“The continual lack of public confidence in corporate governance of Malaysia banking system despite hardwork of BNM may be inherited in the potential area of concern in the post-merger domestic banking that the ownership structures of dominant domestic banking institutions financial conglomerates have become more complex and opaque.” (Lum Chee Soon et. al., 2006)

 

Reputational agents

 

“One possible corporate governance role of institutional investors in Asia, and emerging markets in general, is certification. When ownership is concentrated and a firm is subject to agency conflict between controlling owner and minority shareholders, the firm may invite institutional investors’ equity participation so that it can borrow their reputation to enhance its credibility to minority shareholders. Institutional investing, however, may or may not lead to subsequent improvement of corporate governance or be accompanied with active monitoring. As in any situation with rent seeking and relationship-based transactions, institutional and other minority investors may prefer to let controlling owners continue to protect their rents and not force them to disclose all information, as otherwise their own values are negatively affected (Stijn Claessens et. al., 2002).”

 

[Regulatory v Market Discipline] Following a decade of corporate governance implementation in Malaysia, there is no lack of write up on the subject matter. Existing literature, however, focuses their attention on legal and regulatory aspects, such as descriptive details on regulatory reform of corporate governance in Malaysia…

 

Despite the importance of the Malaysian Code of Corporate Governance, preliminary review of literature has discerned the following public perceptions of corporate governance quality to be of significant barriers to on-going mplementation of corporate governance in the Malaysian banking industry:

 

Past experience of government regulatory forbearance: Effectiveness of the board

 

Lack of separation of ownership and control

 

Connectivity of banks and corporate borrowers

 

Opaqueness of banking institutions

 

High degree of government intervention

 

Following a decade of corporate governance implementation, this chapter provides review of literature from both academic and professional sources to establish a strong grounding on the subject matter of corporate governance quality, with particular focus on public perception of corporate governance quality in the context of Malaysian domestic banking institutions.#p#分页标题#e#

 

马来西亚银行业的公司质量管理-Corporate Governance Quality of Malaysian Banking Sector

 

Following a decade of corporate governance reform to the Malaysian capital market, issues related to corporate governance quality in the Malaysian banking sector has been well documented in the literature. Inessa Love (2010) specified three main sources used by researchers in constructing measures of corporate governance quality, namely, information from company’s by-laws and charter provisions, independent rankings constructed by rating agencies, as well as, surveys of firms.

 

Review of Corporate Governance Quality through banking sector by-laws and charter provision

 

In the context of Malaysian banking sector, the main sources of the banking sector by-laws and charter provision are namely, the Malaysian Code of Corporate Governance (MCCG), the Capital Master Plan (CMP), the Financial Sector Master Plan (FSMP) (Abdul Hadi B. Z. et. al., 2000) as well as the Guidelines on Corporate Governance for Licensed Institutions (BNM/GP1) issued by Bank Negara Malaysia to its member banking institutions. Abdul Hadi B. Z. et. al., (2000) provides a descriptive analysis on some important mechanisms of corporate governance quality taken from the capital and financial sector master plans as well as orders from relevant regulatory bodies and found that the mechanisms that have been put in place are comprehensive and covers a wide spectrum of corporate governance internally and externally.

 

Review of Corporate Governance Quality of the Malaysian banking sector through independent rankings and surveys

 

在马来西亚银行业公众对公司质量管理的看法-Public Perception of Corporate Governance Quality in Malaysian Banking Sector

 

Public perception of cg quality in Malaysian banking sector is discern through a triangulation approach from existing literature on cg quality of Malaysian banks and various surveys on corporate governance of Malaysia as a whole.

 

学术文献-Academic literature

 

Surveys

[cg 8]

 

There are three main sources used by researchers to construct measures of corporate governance:

 

Information from companys’ by-laws and charter provisions;

 

Independent rankings constructed by rating agencies, such as Standard & Poor’s or Credit Lyonnais Securities Asia (CLSA) (described in Gill 2001), which rely on public information, proprietary analyst’s assessments, or both;

 

Surveys of firms

 

Mckinsey的调查-Mckinsey Survey

 

[cg 5]

 

Mckinsey (2000 / 2002) Investor Opinion Survey found that the majority of investors were prepared to pay a premium to invest in a company with good corporate governance. The survey states that “good” governance in relation to board practices includes a majority of outside directors who are truly independent; significant director stock ownership and stock-based compensation; formal director evaluations; and responsiveness to shareholder requests for governance information.

 

The Mckinsey Emerging Market Investor Opinion Survey (2001) showed that respondents considered greater transparency the most important corporate reform in emerging markets.

 

[cg and asia 1]

 

Mckinsey & Company conducted an investor opinion study in 2000 and 2002 to see if the investors were willing to pay a premium for good governance and if yes, the marnitude of the premium. The result was an overwhelmingly large percentage of respondents stated that they were willing to pay a premium for companies with good governance structures. With regard to the magnitudes of premiums that investors were willing to pay, it appears that there is a pattern that the value of good corporate governance s higher for economies where the quantity and quality of information available to investor is inadequate. [The weaker the level of transparency, investors are willing to compensate more for its effort in promoting transparency.]

 

[cg and asia 5]

 

According to a survey by Mckinsey (2002), 78% of professional investors in Asia say that they are willing to pay a premium for a well-governed company in 2002. The average premium these investors are willing to pay generally ranges from 20% to 25%. Many scholars have attempted to find the relationship between good governance and firm performance in a more rigorous way.

 

Opinion surveys of professional investors may provide some guide on the construction of corporate governance scores. Survey respondents of Mckinsey (2002) say that, for corporation, timely and broad disclosure is the highest priority, followed by independent boards, effective board practices, and performance-related director / management compensation. The survey also shows that priority areas for policymakers include strengthening shareholder rights, improving accounting standards, more effective disclosure, and stronger enforcement.

 

[cg and Malaysia 13]

 

In the global institutional investor opinion survey of McKinsey & Company (2002) on Corporate Governance issues, it was found that the majority of investors agree that corporate governance remains of their great concern with strengthening the quality of accounting disclosure as the top priorities. The majority institutional investors are willing to pay a high premium for companies with good corporate governance. The survey also provides evidence that majority (71%) of the respondents state that accounting disclosure is the most important factor that impacts their investment decisions and 52% of the respondents identify that improving financial reporting quality is the governance priorities for policymakers.

 

[cg and Malaysia 19]

 

While the evidence seems to be quite mixed, there does appear to be a widely held perception that corporate governance can make a difference to the bottom line. The findings of a survey by McKinsey (2002) found that the majority of investors would be prepared to pay a premium to invest in a company with good corporate governance. The survey states that ‘good’ governance in relation to board practices includes a majority of outside directors who are truly independent, significant director stock ownership and stock-based compensation, formal director evaluations, and good responsiveness to shareholder requests for governance information. The author synthesized that the results indicate the investor’s perception and belief that corporate governance is important and that belief leads to the willingness to pay a premium for good corporate governance.

 

[cg and Malaysia 3]

 

A recet survey by the international management consultancy, McKinsey & Co. suggests that institutional investors are actually prepared to pay a premium for good corporate governance. Its survey revealed that international investors are prepared to pay a mark-up of more than 20% for shares of companies that achieve good corporate governance. In such companies, a majority of directors come from outside the company, have no ties to management and receive most of their remuneration in the form of stocks or options. They are likely to have formed an evaluation process for their directors and to be responsive to investors’ requests for information on governance issues. Apparently, the results were based on information received from more than 200 institutional investors worldwide. Interestingly, more than 80% of the investors who responded to the McKinsey study say they would pay more for the shares of a well-governed company than those of a poorly governed company with comparable performance.[bad synthesis]

 

The author synthesized that companies with poor governance will find themselves at a competitive disadvantage when it comes to attracting capital to finance growth. In the concluding words of the McKinsey report: “High governance standards will prove essential to attracting and retaining investors in globalised capital markets, while failure to reform is likely to hinder those companies with global ambitions.”

 

问卷调查在公司管理中的实践-Questionnaire Survey on Corporate Governance Practices

 

[cg and asia 5]

 

This questionnaire survey pays its major attention to the actual corporate governance practices at the micro-level, rather than the laws and regulations governing them. As observed in the White Paper on Corporate Governance in Asia (OECD, 2003), most Asian jurisdictions have substantially reformed their laws and regulations largely along the spirit of the OECD Principles. However, due to poor implementation and enforcement or some other reasons, the actual practices usually fall short of the new rules. Companies may simply ignore some regulations and guidelines or comply only in cosmetic way in form but not in substance. For various reasons, independent directors may be far from being independent and effective, and small shareholders may be much frustrated in their efforts to exercise the rights secured by the laws.

 

In other cases, corporations may adopt governance practices that are of higher standards than the minimum requirements, or those not required by laws and regulations. They might do so to signal the market of their intention to protect the interests of minority shareholders. Without a comprehensive firm-level investigation, it is difficult to evaluate the degree of deviation between the regulatory framework and the realities. As such, the survey, in its approach and methodology, is closer to those of the Standard & Poor’s. The corporate-level governance practices, however, will be discussed in close reference to the relevant laws and regulations of individual countries….#p#分页标题#e#

 

The questionnaire survey concluded that diffused ownership is rather rare in all the countries under study except for Malaysia. Professional managers in CEO position are found in less than 60% of the Malaysian firms and only in 40-50% of the respondent firms in three other countries. This confirms that the major corporate governance concern in the exchange-listed firms are indeed is to prevent the controlling owners from expropriation of minority shareholders. It is notable that the positions of CEO and board chairpersns are separated in more than 80% of the Malaysian firms.

 

The functions of the boards and board committees are generally weak, even though corporate directors tend to agree that their boards are a forum for serious discussion of significance corporate matters. In all four countries, boards seem to be rather inactive in selecting, monitoring, and replacing CEO, and reviewing the remuneration of key executives and directors. They are particularly poor in evaluating and supporting directors for their best contribution as board members. Outide or independent directors are inadequately supported with necessary information, access to outside professional services, personnel assistance, education and training, stock-based incentive compensation, and insurance coverage for personal liability.

 

Though there seems to be little role played by banks and employees in protecting stakeholders’ rights, this may not be the case in the future. Corporate directors in the surveyed countries are rather sympathetic with the roles of broader stakeholders. About 60% of them strongly agree that a corporation has the goal of enhancing the well-being of various stakeholders in addition to making profits for shareholders. They are generally interested in relationship banking, and seem to be increasingly willing to treat employees as “partners” given the rising importance of human capital. Their concern about the downside of the increased participation of these stakeholders doesn’t seem very serious. Other favorable environment for employee participation includes their high educational background, relatively long tenure, and availability of complementary mechanisms making employees truly “stakeholders such as shop-floor and financial participation.

 

Corporate governance practices have been scored to come up with aggregate scores that are to be used for the investigation of the link with firm performance. The scores are based only on practices related to shareholder rights and the effectiveness of the boards. The scores are generally lower for board effectiveness (than for shareholder rights). The highest scores are found among the Malaysian firms, followed by the Thai firms. Scores for Korean firms turn out to be the poorest, which is consistent with their ownership and control structure dominated by a single largest owner. Regression results show that high overall corporate governance scores are associated with larger firms, and firms substantially foreign owned or with a professional manager as CEO.

 

For the whole sample firms, the survey results provide strong evidence that corporate governance matters. Although score for shareholder rights alone does not have any significant association, scores for board effectiveness and overall scores turn out to be significantly associated with firm performance. Investigated by country, such association is evident for Korea and Indonesia – where corporate governance is relatively poor. However, such evidence however, cannot be found for Thai and Malaysian firms. The regression results provide some other interesting evidence. First, the market seems to discount the quality of corporate governance by about 30% in the case of firms controlled by a single

 

报告标准和法规的遵守:公司管理-Report on the Observance of Standards and Codes: Corporate Governance

 

[CG Asia]

 

One key step in a country’s transition towards improving corporate governance is the completion of the World Bank’s Reports on the Observance of Standards and Codes (ROSC). The ROSC process identifies weaknesses that may contribute to a country’s economic and financial vulnerability.

 

[cg and asia 3 / cg and asia 7]

 

The World Bank (2003; 2004 a & b; 2005 a, b & c; 2006 a & b) has conducted a number of studies of corporate governance practices in various countries all over the world. It has conducted eight studies of Asian countries. Out of X corporate governance practices, the result highlighted two corporate governance challenges for Malaysian corporate governance reform, namely, participation rights, Act in Due diligence and care, ensure compliance with laws, and equal treatment of shareholders.

 

[cg country assessment msia]

 

The world bank’s Report on Observance of Standards and Codes (2005) highlighted the following key challenged to corporate governance reform to Malaysian assessment:

 

Large government ownership;

 

Free float remains low;

 

Directors’ accountability;

 

protection for minority shareholders;

 

Institutional investors and shareholder activism

 

在东亚公司计分卡的管理-Scorecard on Corporate Governance in East Asia

 

[cg and asia 8]

 

This paper measures the progress of corporate governance reforms in nine East Asian economies as revealed empirically through two surveys. The first survey is a stock-taking exercise to take note of on-going reforms in corporate governance rules and regulations, while the second covers perceptions of the implementation and enforcement of corporate governance rules as seen by fund managers and analyst. This study indicates a divergence between the regulatory environment and market perceptions of corporate governance practices in the countries sampled. The survey results also shw that, although the nine economies do not differ significantly in the corporate governance rules and regulations they have put in place, there is s significant difference in terms of market perceptions of their corporate governance practices.

 

CLSA CG Watch 2007

 

With all these reforms in place, Malaysia was ranked number one in terms of rules and regulation in a study conducted by Credit Lyonnaise Securities Asia (CLSA) and Asian Corporate Governance 2003. However, Malaysia only managed to obtain a score of 5.5 out of 10 for the overall corporate governance practice (Zulkafli et. al, 2005).

 

[cg and Malaysia 2 reviewed - zulkafli]

 

Although the regulators have created a commendable framework for corporate governance, Malaysian corporations have yet to achieve a satisfactory level of corporate governance practices and compliance. This is evident from a joint study conducted by CLSA and Asian Corporate Governance 2003 in which the country was ranked number one (9 out of 10) in terms of rules and regulation but only managed to obtain an average score of 5.5 out of 10 for overall corporate governance practice.

 

[sv and cg 14]

 

As proxies for the quality of corporate governance they use the CLSA corporate governance scores and the S & P transparency rankings.

 

Indeed, both the CLSA and S & P scores give weight to qualitative and quantitative board characteristics.

 

[cg watch 2007]

 

Refer to handout

 

毕马威(KPMG)欺诈调查报告-KPMG Fraud Survey Report

 

[cg and asia 6 – cg asia]

 

In Malaysia, KPMG fraud survey report provides insights into contemporary fraud issues faced by Malaysian companies. The findings are quite striking. While on one hand it shows that there is relatively high degree of awareness and concern about fraud within the Malaysian business community, the survey found that fraud is very often the product of both poor governance and a deficient corporate culture.

 

What is particularly alarming is that 61% of the respondents expect the level of fraud to increase during the next two years. About 89% expect that the trend of fraud as well as financial statement fraud will increase markedly in the aftermath of the economic downturn.

 

Indeed, while Malaysia has succeeded in improving its governance framework in line with the global best practices, there are still lingering concerns about the way it is being implemented.

 

[S & P]

 

1. refer to printed handout

 

2. refer to S & P 1

 

Past experience of government regulatory forbearance: Effectiveness of the board

Separation of ownership and control

Opaqueness of the banking instutions

Connectivity of banks and corporate borrowers

High degree of government intervention