巢湖人才市场,博美图片,王滔老婆
|
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
|
