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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. |
