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Corporate Governance in China

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Corporate Governance in China CORPORATE GOVERNANCE IN CHINA CORPORATE GOVERNANCE IN CHINA Scores for Chinese companies cluster around the median relative to global peers, VIEs and SOEs have distinct governance risks September 2017 China adopted its first corporate governance code in 2001, ahead of many APAC peers, and with updates in Contents 2011 and 2016. As China’s market becomes more accessible to global investors, corporate governance practices Ownership Snapshot 2 will likely face increased comparison to global standards. This report examines the opportunities and risks to Variable Interest Entities 3 minority shareholders presented by current corporate governance practices in China. Founders Favored 5 Companies employing variable interest entity (VIE) structures are large (16 companies with constituent weights Legal Uncertainty 9 on the MSCI China Index of 12% as of 1 August 2017) and show generally strong returns. But VIE governance State Involvement 12 structures are often tilted to favor the founder and ownership risk is increased due to legal uncertainties. Misalignment 14 Misappropriation In contrast to private enterprises, over the past five years shareholder returns at Chinese state-owned 21 enterprises (SOEs) have underperformed the MSCI China Index. The Chinese State has undertaken a multi- Appendices pronged reform program aimed at improving returns, but the possibility of misalignment between the strategic Regulatory Developments 22 interests of the state and those of minority shareholders remains a key governance risk. Corporate Overview 26 In aggregate, constituents of the MSCI China Index cluster more around the median score on corporate Board Overview 27 governance relative to constituents of the MSCI ACWI Index. Key areas of concern include pay and board issues Gender Diversity 28 (no independent chair, no independent board majority), controlling shareholder and related party transaction Key Metric Overview 29 conflicts, and limited shareholder protection rights. Regulatory oversight differences between A-share Best and Worst Scores 30 (Mainland China) and H-share (Hong Kong) listings, in some cases for the same company, contribute additional State Ownership 31 layers of risk and complexity. Top 5 Scores Bottom 5 Scores CORPORATE GOVERNANCE SCORE DISTRIBUTION China Shenhua Energy Co Ltd 7.2/10 Alibaba Group Holdings Limited 0.0/10 China Merchants Bank Co Ltd 7.2/10 CTRIP.COM International Ltd. 1.6/10 China Telecom Corporation Ltd 7.2/10 JD.COM Inc. 2.1/10 Sun Art Retail Group Ltd 7.1/10 Netease, Inc. 2.7/10 Lenovo Group Ltd 7.1/10 Huaneng Renewables 2.8/10 Laggards Leaders This report is based on the 149 constituents of the MSCI China Index as at 11 September 2017. Some references are made to other Chinese companies in coverage. 0 1 2 3 4 5 6 7 8 9 10 MSCI China Index MSCI Emerging Markets Index MSCI ACWI Index © 2017 MSCI Inc. All rights reserved. Please refer to the disclaimer at the end of this document. MSCI.COM | PAGE 1 OF 34 CORPORATE GOVERNANCE IN CHINA | SEPTEMBER 2017 OWNERSHIP SNAPSHOT Governance risks vary widely depending on the nature of the company’s ownership, the separation of ownership and management, and the design of the capital structure and its impact on shareholders’ voting rights. Largest Owner Classification Key Owner Types Complex Ownership Structures Control Enhancing Structures Concentrated ownership dominates in China, Most Chinese firms are state-owned at 59.7%, Few MSCI China Index constituents are Companies with unequal voting rights are where 81.9% of MSCI China Index constituents often controlled by other state companies via party to cross shareholdings or generally listed on US exchanges (variable include a shareholder or shareholder group, intermediate holding companies. At 26.2%, positioned at levels 3 or below in a interest entities, see page 3). In a market where often the State itself, who controls 30% or founder firms are the next most significant stock pyramid, although the pyramidal 81.9% of companies are controlled, such control more of the voting rights, group, and many of these are VIEs (variable nature of many of the SOEs (state enhancing structures are not really needed, and interest entities, see page 3). owned entities) is noted. yet they are employed anyway. 81.9% MSCI China Index MSCI China Index MSCI China Index MSCI China Index MSCI Emerging Markets Index MSCI Emerging Markets Index 16.0% MSCI Emerging Markets Index MSCI Emerging Markets Index 68.3% MSCI ACWI Index MSCI ACWI Index 59.7% MSCI ACWI Index MSCI ACWI Index 53.7% 9.7% 9.2% 37.3% 34.5% 6.0% 26.2% 28.2% 4.2% 24.2% 16.1% 18.6% 15.1% 2.3% 1.8% 12.1% 0.0% 1.2% 14.8% 11.8% 7.2% 10.5% 10.4% 0.0% 0.0% 0.0% 7.5% 8.9% 6.3% 3.5% 5.4% 2.0% 2.7% 1.7% 3.4% Multiple Share Voting Rights Extra Voting Golden Shares Classes w/ Limits Rights - Controlling Principal Widely Held Founder Family State Corporate Cross Shareholdings Pyramid Structure Unequal Voting Ownership Parent Rights Duration Controlling – Largest shareholder or shareholder Founder – Founder serves as Chairman or CEO. Cross Shareholdings – Two or more Multiple Share Classes with Unequal Voting Rights (or group holds 30% or more of the voting rights. Family – Family holds 10% or more of the voting entities hold at least 0.5% of shares in each no voting rights for one class) or classes which carry Principal – Largest shareholder or shareholder rights and maintains at least one board seat. other, or via a circular or more complex different rights to vote on director appointments. cross-shareholding arrangement. group holds between 10% and 30% of the voting State – State directly or indirectly controls 10% of Voting Rights Mechanisms include ceilings on rights. the voting rights. Pyramids – Control is exercised through a ownership or voting rights, voting rights limits based chain of non-controlled companies, which on nationality, or additional voting rights accruing Widely Held – No shareholder or shareholder group Corporate Parent – Issuer is a subsidiary (30% or ultimately results in a shareholder gaining depending on ownership duration. holds more than 10% of the voting rights. more) of a corporate, which itself may be listed. voting power that is misaligned with their Golden Shares – Government veto rights for *Owner types may overlap or separate owners may be of economic interests. transactions or changes to governing documents. different types at a company © 2017 MSCI Inc. All rights reserved. Please refer to the disclaimer at the end of this document. MSCI.COM | PAGE 2 OF 34 CORPORATE GOVERNANCE IN CHINA | SEPTEMBER 2017 CHINA IN CONTEXT Recognition of the importance of corporate governance principles has a long The expectations of global investors regarding the governance of publicly history in China. China’s first corporate governance code was introduced by traded companies have been guided by the adoption of corporate governance the China Securities Regulatory Commission (CSRC) in 2001, ahead of many codes and standards across virtually all global markets, beginning with APAC peers, and updated further in 2011. In August 2016 a review of this publication in the UK in 1992 of “Financial Aspects of Corporate Governance”, code was announced by the Chairman of the CSRC, and other legislative more widely known as the “Cadbury Report”. According to Cadbury, “The reforms are also under review. As more and more global investors consider shareholders’ role in governance is to appoint the directors and the auditors investing in Chinese equities, the importance of these efforts to adopt and and to satisfy themselves that an appropriate governance structure is in adhere to global standards of good corporate governance can only continue place” and “The responsibilities of the board include setting the company’s to grow. Our report examines the many opportunities – and risks – presented strategic aims, providing the leadership to put them into effect, supervising by current corporate governance practices in China, based on the the management of the business and reporting to shareholders on their expectations of these potential investors. stewardship. The board’s actions are subject to laws, regulations and the shareholders in general meeting.” These core principles have been used to inform the definition of good corporate governance ever since. MARKET CHARACTERISTIC |VARIABLE INTEREST ENTITIES Despite being some of the largest, most discussed companies in China, four of offered attractive returns and hence the VIE structure was devised to offer the bottom five governance assessments for constituents of the MSCI China foreign investors access to these companies through a listed SPV. Figure 8 (on Index utilize a variable interest entity (‘VIE’) structure. Tencent Holdings and page 9, below) sets out the legal structure of the VIEs. Alibaba, both of which use VIE structures, are actually the largest by market Many VIEs retain the involvement of their founders, and their governance cap as of August 2017. structures have been designed in such a way as to preserve the founders’ Under current Chinese legislation, foreign investors are not permitted to tight control over the direction of the company. Furthermore, investors in invest directly in Chinese companies that operate in key industries, e.g., VIEs are exposed to certain legal risks relating to the VIE structure. internet, education and telecommunications. However these sectors have © 2017 MSCI Inc. All rights reserved. Please refer to the disclaimer at the end of this document. MSCI.COM | PAGE 3 OF 34 CORPORATE GOVERNANCE IN CHINA | SEPTEMBER 2017 Figure 1 | MSCI China Index VIEs 3-year Total Return BIGGEST CONCERNS| JD.COM, INC 3-year Return % JD.COM's articles and by-laws provide that 400 the company's board will not be able to 341.5 350 muster a quorum in the absence of Richard Liu, founder, CEO and Chairman.
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