The Value and Challenges of Good Corporate Governance
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DCO-ZXH393-20040200-sdmPP1 The Value and Challenges of Good Corporate Governance OECD-World Bank Eurasian Corporate Governance Roundtable Kyiv, Ukraine May 2004 DCO-ZXH393-20040200-sdmPP1 CORPORATE GOVERNANCE REFORM IS A WORLDWIDE PHENOMENON Corporate governance codes during the last decade Date code published (latest code) Pre-1997 1997 1998 1999 2000 2001 2002 2003/2004 • Australia (2002) • Finland (2000) • Belgium (2000) • Brazil (2002) • Denmark (2001) • Argentina • Austria • Bangladesh • Canada (2004) • Japan (2001) • Greece (2001) • China, Hong • Indonesia (2001) • China, mainland • Chile • Cyprus • France (2002) • Kyrgyz Republic • Germany (2003) Kong (2001) • Philippines (2002) • Czech Republic • Colombia • Mauritius • Ireland (1999) • Netherlands (2003) • India (2003) • Italy (2002) • Romania (2002) • Malta • Pakistan • Oman • New Zealand (2000) • Sri Lanka • Kenya (2000) • Singapore (2001) • Peru (2002) • Poland • Turkey • South Africa (2002) • Thailand • Malaysia • Russia • Ukraine • Spain (2003) • Mexico • Slovakia • Sweden (2001) • Portugal • Switzerland • UK (2003) • South Korea • US (2003) Source: ECGI; web sites; clippings 1 1 DCO-ZXH393-20040200-sdmPP1 SCOPE OF REMARKS • Value of corporate governance to investors • Progress in emerging markets • Challenges facing emerging markets 2 DCO-ZXH393-20040200-sdmPP1 KEY MESSAGES • Investors are willing to pay a premium for a well-governed company, particularly in emerging markets • Governance is now an established investment criterion • Investors perceive corporate governance risks at three levels 3 2 DCO-ZXH393-20040200-sdmPP1 INVESTOR OPINION SURVEY DETAILS Percent of respondents Global Investor Opinion Survey, 2002 • 201 responses from professional* investors from institutions with an estimated USD 9 trillion assets under management (approximately USD 2 trillion AuM directly under their control) • Covers 31 countries in Asia, Europe, Latin America, Middle East, Africa, and North America • Undertaken in April/May 2002 in cooperation with the Global Corporate Governance Forum, using a questionnaire-based survey Type of investor Other** Bank 9 Mutual fund 7 20 Insurance 8 Broker/trader 9 17 Private equity 9 Pension fund 10 11 Money manager Venture capital * Addressed to key investment decision-maker, e.g., CEO, CFO, Fund Manager ** Includes investment bank with asset management activities, family offices, holding companies Source: McKinsey Global Investor and Emerging Market Policymaker Opinion Surveys on Corporate Governance, 2002 4 DCO-ZXH393-20040200-sdmPP1 A SIGNIFICANT MAJORITY OF INVESTORS SAY THEY ARE WILLING TO Yes PAY A PREMIUM FOR A WELL- No GOVERNED COMPANY % of investors Western Europe 78 22 Asia 78 22 North America 76 24 Latin America 76 24 Eastern Europe/Africa 73 27 5 3 Average premiums of those investors willing to pay premium pay to willing investors those of premiums Average COUNTRY BY VARIES COMPANY WELL-GOVERNED A FOR PREMIUM INVESTORS WOULD PAY COMPANY VARIESBY REGION PAY FOR AWELL GOVERNED THE PREMIUM INVESTORS WOULD Premium in2002 41 Morocco Egypt 39 North America Western Europe Asia Latin America Eastern Europe/Africa 38 Russia 27 Turkey 25 25 Indonesia China 24 24 24 Argentina Venezuela Brazil 23 23 Poland India Malaysia 22 22 22 Philippines South Africa Japan 21 21 21 Singapore Colombia South Korea 20 20 13 Thailand 14 Mexico 19 19 Taiwan 18 Chile 16 Italy 15 22 22 Switzerland 14 14 U.S. Spain 13 13 13 Germany France DCO-ZXH393-20040200-sdmPP1 DCO-ZXH393-20040200-sdmPP1 30 Sweden 12 U.K. 11 Canada 7 6 4 DCO-ZXH393-20040200-sdmPP1 CORPORATE GOVERNANCE IS NOW AN ESTABLISHED INVESTMENT CRITERION How does corporate governance affect your investment decision? % of investors selecting this option; multiple responses possible "Our investment group would never Avoidance of certain 63 approve an investment in a company with companies bad governance" – US Investment Manager, US$2 billion Private Equity Fund Decrease/increase holdings in certain 57 companies "Good governance is a qualitative cut-off criterion" – Analyst, US$62 billon European Avoidance of certain Asset Manager 31 countries "I simply would not buy a company with Decrease/increase poor corporate governance" holdings in certain 28 – CFO, US$3 billon European countries Private Bank 8 DCO-ZXH393-20040200-sdmPP1 GOVERNANCE OFTEN AS IMPORTANT AS FINANCIALS, PARTICULARLY Less important Equally important IN EMERGING MARKETS More important How important is corporate governance relative to financial issues – e.g., profit performance and growth potential – in evaluating the companies in which you invest? % of investors, 2002 Eastern Europe/Africa 15 45 40 Latin America 16 66 18 Asia 18 61 21 North America 43 50 7 Western Europe 44 41 15 9 5 DCO-ZXH393-20040200-sdmPP1 INVESTORS IDENTIFY ISSUES AT THREE LEVELS THAT IMPACT ON THEIR INVESTMENT DECISIONS % of investors who think that factor is very important for investment decision; top ten factors listed Accounting disclosure 71 Corporate factors Shareholder equality 47 Market regulation and infrastructure 43 Capital market International accounting standards 42 factors Market liquidity 37 Property rights 46 Pressure on corruption 32 Broad country level factors Insolvency and bankruptcy regulation 32 Fiscal environment 31 Banking system 30 10 DCO-ZXH393-20040200-sdmPP1 INVESTORS IDENTIFY GOVERNANCE PRIORITIES FOR POLICYMAKERS What are the top reform priorities for policymakers? % of investors listing change; Top 4 listed Investors selecting this option; multiple responses possible Strengthen "Give shareholders significant rights to 33 look after their investments" shareholder rights – Fund Manager, US $5 billion European Private Equity Fund Improve accounting 32 standards "Simple, clear accounting and reporting rules" – Fund Manager, More effective US $5 billion 31 European Private Equity Fund disclosure "Enforcement of fiduciary duties" Stronger 27 – Senior Counsel, US$50 billon US enforcement Money Manager 11 6 DCO-ZXH393-20040200-sdmPP1 SCOPE OF REMARKS • Value of corporate governance to investors • Progress in emerging markets • Challenges facing emerging markets 12 DCO-ZXH393-20040200-sdmPP1 POLICYMAKER OPINION SURVEY DETAILS Percent of respondents Emerging Market Policymaker Opinion Survey, 2002 • 44 responses from leading policymakers and academics • Covers 20 countries in Asia, Eastern Europe, and Latin America • Undertaken in April/May 2002, using a questionnaire-based survey Type of policymaker Government Business official Market representative 5 regulator body 19 32 Academic 22 22 Stock exchange official Source: McKinsey Global Investor and Emerging Market Policymaker Opinion Surveys on Corporate Governance, 2002 13 7 DCO-ZXH393-20040200-sdmPP1 POLICYMAKERS HIGHLIGHT SIGNIFICANT CORPORATE GOVERNANCE CHANGES IN RECENT YEARS % of respondents; Top 5 changes "Enhanced enforcement powers of regulators and the penalties applicable for 1. Enhanced disclosure 44 breaches of securities law" – Director, Asian Market Regulator 2. Adoption of best practice code 38 "The comprehensive review of the legal framework and its specific recommendations" 3. Improved corporate 35 – Law Reform Manager, legislation Asian Market Regulator 4. Strengthened shareholder 29 rights and enforced activism "Increased protection, and board and general meeting representation, for minority shareholders" 5. Improved and enforced 26 – Chief Advisor, Latin American capital market regulation Market Regulator Source: McKinsey Emerging Market Policymaker Opinion Survey on Corporate Governance, 2002 14 DCO-ZXH393-20040200-sdmPP1 POLICYMAKERS BELIEVE IMPLEMENTATION HAS BEEN RELATIVELY SUCCESSFUL, BUT WITH ROOM FOR IMPROVEMENT % of respondents Very successful Somewhat 8 How successful has unsuccessful your country been in 14 implementing corporate governance reform? 78 Somewhat successful Source: McKinsey Emerging Market Policymaker Opinion Survey on Corporate Governance, 2002 15 8 DCO-ZXH393-20040200-sdmPP1 POLICYMAKERS IDENTIFY SIGNIFICANT BARRIERS TO FUTURE CORPORATE GOVERNANCE SUCCESS % of respondents "No strong local institutional investment Core owners/ 32 concentrated ownership industry" – Head of Listings, Latin American Stock Exchange 30 Poor enforcement* "Successful lobbying by effected and influential people" – Vice Chairman, Latin American Market Regulator Other vested interests, 27 e.g., political interference "Change in corporate culture is evolutionary in nature" – Deputy President, Asian Cultural difficulties 24 Stock Exchange "Mindset that the company belongs to me (as the dominant shareholders) even though there are Inactive shareholders 22 many other shareholders" – Head of Regulation, Asian Ministry of Finance * Including lack of trained personnel Source: McKinsey Emerging Market Policymaker Opinion Survey on Corporate Governance, 2002 16 DCO-ZXH393-20040200-sdmPP1 EXAMPLE: RUSSIA Progress in some areas … but • Strengthened protection to • Weak equity culture minority shareholders under revised Law on Joint Stock • Infringement of Companies shareholder rights still common • New code of corporate governance • Poor enforcement of laws and regulations • Asset stripping less – Lack of financial and pervasive human resources – Corruption • Some progressive – Inefficient judiciary companies adopting international best practice • Accounting standards do not fully conform to IAS 17 9 DCO-ZXH393-20040200-sdmPP1 EXAMPLE: THE ASIA REGION Many reforms since 1997–1998 … but • Government led initiatives • Compliance with letter not – Enhanced authority for spirit of law regulators