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Reforms
Why governance Reforms? Why
Now?
1
Why Governance Reforms?
Why now?
• International deregulation of financial markets
• Increasing scale and activity of corporations
• Growth of investment institutions
• Effective monitoring necessary for security of
investments
• Recognition that governance matters for
accountability, performance and attracting capital.
• A general trend in society towards openness,
transparency and disclosure.
Why governance?, Why now?
Bernie
Ebbers
Kenneth
Lay
CEO
Worldcom
Chairman
Enron
Jeff
Skilling
CEO
Enron
Why governance?, Why now?
CEO James
Hardie
Peter Macdonald
Rene Rivkin
Cycles of Governance
Cycles of Governance
• Corporate Governance crisis and reform is essentially
cyclical .
• Waves of corporate governance reform and increased
regulation occur during periods of recession, corporate
collapse and re-examination of the viability of regulatory
systems .
• During long periods of expansion, active interest in governance
diminishes, as companies and shareholders become again
more concerned with the generation of wealth, than in its
retention .
(Clarke, T. (2004). Theories of Corporate Governance, Routledge.
CORPORATE
GOVERNANCE
TRENDS
IN
EMERGING
MARKETS
Second
Middle
East
and
North
African
Forum
on
Corporate
Governance
7
Well Governed Company Does Make
a Difference
The premium investors would pay for
a well-governed company in different countries and regions:
45 41
39 38
40
Average premiums
35
30
30
25
20
15 12
10
5
0
Morocco Egypt Russia Eastern Europe U.K.
8
BASIC MODELS
• Principle-Agent problem based on the
separation of ownership and control.
• Solution to corporate governance issues is
to strengthen disclosure of listed
companies.
• Enforcement of rules (US) is key.
• Compliance with principles (UK) is key.
9
Basic Model Assumes Key Institutions
Function Well
• Transparency -- or full disclosure of financial and
key performance information
• Laws/Regulations preventing Conflicts of interest
involving boards of directors and managers
• Procedures for bankruptcy
• Property rights
• Contract enforcement – legal system
• Corruption and theft – legal system
10
Source:
The
World
Bank
Group
Drivers of Corporate Governance
Reform
12
Asian Financial Crisis
14
Abuse of
minority
shareholder
rights
Asset
stripping CorrupBon
Corporate
Governance
Failures
Weak Insider-trading
legal and
institutions Self-dealing
Problems
with
security
exchanges 15
Developing Countries Need
Institutional Reforms
Corporate governance systems depend upon a
set of institutions (laws, regulations, contracts,
and norms) that create self-governing firms as
the central element of a competitive market
economy. These institutions ensure that the
internal corporate government procedures
adopted by the firms are enforced and that
management is responsible to owners
(shareholders) and other stakeholders.
16
Sample CG Projects
• Russian Institute of Directors – New Egyptian Institute
of Directors
• Romanian Corporate Governance Code
• Kenya Private Sector Corporate Governance Trust
• Association of Development Financing Institutions in
Asian and the Pacific (ADFIAP)
• Middle East Regional Corporate Governance
Roundtables
• Colombian Chamber of Commerce.
17
Strategy for CG Reform
1. Initial Assessment and Advocacy
2. Outreach and Institutional
Development
3. Capacity and Institutional
Development
4. Consolidation
18
Initial Assessment and Advocacy
19
Outreach and Institutional
Development
20
Capacity and Institutional
Development
• Training and certification programs for managers
and directors
• Establishment of Institutes of Directors
• Create corporate governance ratings systems for
investors
• Training for financial intermediaries.
21
Consolidation
• Further strengthen shareholder rights groups
and Institutes of Directors,
• Risk ranking by ratings agencies.
• Reports on Standards and Codes (ROSC) – on
going evaluation
• Legal and institutional enforcement
22
Benefits To Society
• Helps create competitive, modern and
healthy companies
• Business Ethics/Principles
• Procedures/Processes
• Practices/Behaviour
The governance of private companies
and other corporate entities
The Governance of family-controlled companies
• Notoriously secretive
• Do not publish information history, ownership, management or
investment strategy
• Only disclose companies in the fund to their investors
• Dilute stock markets by 'privatisation'
• Private equity firms are relatively unregulated
• Privatisation avoids public company disclosure requirements
• Calls for more transparency and greater disclosure
EXAMPLE: THE ASIA REGION
Many
reforms
since
1997–1998
…
but
• Government
led
iniBaBves
• Compliance
with
leVer
not
spirit
– Enhanced
authority
for
of
law
regulators
– Strengthened
board
• Focus
on
structure/process;
less
independence
aVenBon
paid
to
changing
– Improved
disclosure
standards
behaviour
– Stopping
audiBng/consulBng
linkage
• Enforcement
lagging
• Private
sector
acBviBes
• Shareholders
sell
rather
than
– Thailand:
InsBtuBonal
Investor
challenge
Alliance
– Singapore:
SecuriBes
Investors
• Lack
of
qualified
professionals
AssociaBon
– Individual
companies:
Infosys
• Uneven
progress
across
the
and
others
region
30
PROGRESS ACROSS THE REGION ON SOME
ISSUES
Independent
director
and
audit
commi/ee
requirements
1997
2003
Independent
Independent
directors?
Audit
commiVees?
directors?
Audit
commiVees?
China
ü
ü
Hong
Kong
ü
ü
ü
India
ü
ü
Indonesia
ü
ü
Malaysia
ü
ü
ü
ü
Philippines
ü
ü
Singapore
ü
ü
ü
ü
South
Korea
ü
ü
Taiwan
ü
ü
Thailand
ü
ü
Source:
Asian
Corporate
Governance
AssociaBon
31
A NUMBER OF EXEMPLARY
COMPANIES
• Complies
with
10
corporate
governance
codes
• Reconciles
financial
statement
to
8
accounQng
standards
• Board
with
majority
of
independent
directors,
with
wholly
independent
commiUees
32
ENFORCEMENT LAGS FORMAL RULES
1
=
lowest,
100
=
highest
Enforcement
Rules,
regulaQons/
adopQon
of
IGAAP
1
20
40
60
80
100
Singapore
Hong Kong
Malaysia
India
South Korea
Taiwan
Thailand
Philippines
China
Indonesia
Source:
Asian
Corporate
Governance
AssociaBon
33
KEY CHALLENGE IN MANY EMERGING MARKETS
IS BUILDING EFFECTIVE SUPPORTING
INFRASTRUCTURE
34
GOVERNMENTS AND COMPANIES MUST
MOVE FORWARD SIMULTANEOUSLY
World-‐class
corporate
governance