Does Corporate Governance Exist in Singapore?

[ghchua]

For the Jaya disposal EGM, the proceeds still goes back to the company. In an takeover/privatization, the potential upside is taken away from minorities to the majority shareholders with insider operational info. Not the same scenario.

One can also argue that the upside potential of Jaya is taken away by the disposal, although the proceeds still goes back to the company.

Similarly, for takeover offers, it can be from a third party not related to the majority shareholders, so no advantage of insider operational info.

I guess we have to take each case as unique and react accordingly.

[opmi]

Well, I am always skeptical on comments that minority shareholders should get what they want, over-riding the majority shareholders' wishes. That is constricting to my version of "fairness".

There are means for minority shareholder to "reject" special resolutions with 10% AGAINST votes, but we do see many excuses not to do so. They are not even bother to fill-in the paper proxy form, and send to Chairman to vote on their behalf. FYI, nowaday, resolutions are mostly voted by poll.

One last point, if your interest doesn't align with majority shareholders', you always has a choice, sell you share and walk away. I had done so before

Yes. Minority shareholders have a choice to walk away and accept their 'fate'. They also have the alternative to organize and resist collectively.
In life, you cannot keep walking away.

[cif5000]

The worst I had swallowed was with Hersing. The takeover price valued the company at <$150m and the guy quickly sold the agency business within the next 12 months with an asking price of $150m. How/why did minority shareholders (including one substantial SH) accept the offer in double-quick time I don't know. I don't believe everyone is stupid.

http://www.stproperty.sg/articles-proper...m/a/131641

What to do? Luckily for people like us, we have other stocks to choose from. Looking back, it's actually a blessing because the money had been forced to go into better stocks...despite the "loss" from unrealizable profits.

[SpeedingBullet]

With regards to value investing, it really pays to research thoroughly on the track record of the board apart from just the numbers. And that's the tougher part as it's sometimes intangible/qualitative in nature.

There are perhaps a handful of companies here that are well-run, shareholder-friendly and fiscally disciplined. But like I said earlier, it's only a handful. I really do hope we could see more.

Call me evil but I'm actually hoping for more Glaucus/Muddy Waters-like attacks on our companies here in SGX. It keeps management on their toes, makes this place exciting and gets people talking. Too many lame duck shareholders around (which prolly explains the super low vol. in the overall markets recently).

[dreamybear]

In the world of Facebook and Whatsapp, there is no excuse for minority shareholders to be connected and share info.

The 2 mindset of minority shareholders working against themselves
- free-riding mentality. Let others do the fight.
- defeatist mentality. Think that no point fighting since will be out-vote by major shareholders.

Next time, when it is a call to resist low ball offer, actively support:
- write letters to press to KP. Better if can KP as a collective group.
- write letters to ID to KP
- write letters to SGX/MAS/SIAS to KP
- meet up with other shareholders (or send proxy) to attend the Delisting EGM or scheme of arrangements EGM
- support the cause, even if you dont own the shares (Buy odd lot). In time, you will kenna a low ball offer yourself.

Problem is, a majority of minority shareholders are retirees, chances are they won't have Facebook or Whatsapp, let alone the energy to even bother gathering together to fight mgmt.

Yes, those kinds of mindsets are bad! The second one holds true cos it's usually the case, what can you do against majority shareholders? Nothing.

Is it possible to have a proxy fight here in Singapore like they have in the US? Like Icahn buying 10% stake and rallying the minorities to fight with him?

The posts were made 10 years ago, in Year 2014.

Fast fwd to this day, what has changed ?

Well, for a start, other than FB/WA, there are more social tools like Telegram, and other than SIAS, I suppose now there are Corporate Monitor and Centre for Investor Protection ? There are also online petitions started by minorities. There have also been changes in SGX rules.

But I wonder if there are any "organized" minority investor groups(not those faceless keyboard warriors).

So, as compared to before,
are the minorities more vocal now ?
are minorities more united now ? 
are AGMs/EGMs better attended and views with controlling SH more extensively exchanged ?

Going by the stories related in this thread, there do seem to be grievances in the past. I don't have much rich historical experience in terms of investing, perhaps the more experienced VBs can share any differences. 

Makes one wonder what will the situation be like in another 10 years, i.e. Year 2034 ?

---------

https://corporate-monitor.org/
https://bschool.nus.edu.sg/cip/

https://www.straitstimes.com/business/co...st-be-fair

https://www.leenlee.com.sg/wp-content/up...600-v4.pdf

[Shiyi]

In the world of Facebook and Whatsapp, there is no excuse for minority shareholders to be connected and share info.

The 2 mindset of minority shareholders working against themselves
- free-riding mentality. Let others do the fight.
- defeatist mentality. Think that no point fighting since will be out-vote by major shareholders.

Next time, when it is a call to resist low ball offer, actively support:
- write letters to press to KP. Better if can KP as a collective group.
- write letters to ID to KP
- write letters to SGX/MAS/SIAS to KP
- meet up with other shareholders (or send proxy) to attend the Delisting EGM or scheme of arrangements EGM
- support the cause, even if you dont own the shares (Buy odd lot). In time, you will kenna a low ball offer yourself.

Problem is, a majority of minority shareholders are retirees, chances are they won't have Facebook or Whatsapp, let alone the energy to even bother gathering together to fight mgmt.

Yes, those kinds of mindsets are bad! The second one holds true cos it's usually the case, what can you do against majority shareholders? Nothing.

Is it possible to have a proxy fight here in Singapore like they have in the US? Like Icahn buying 10% stake and rallying the minorities to fight with him?

The posts were made 10 years ago, in Year 2014.

Fast fwd to this day, what has changed ?

Well, for a start, other than FB/WA, there are more social tools like Telegram, and other than SIAS, I suppose now there are Corporate Monitor and Centre for Investor Protection ? There are also online petitions started by minorities. There have also been changes in SGX rules.

But I wonder if there are any "organized" minority investor groups(not those faceless keyboard warriors).

So, as compared to before,
are the minorities more vocal now ?
are minorities more united now ? 
are AGMs/EGMs better attended and views with controlling SH more extensively exchanged ?

Going by the stories related in this thread, there do seem to be grievances in the past. I don't have much rich historical experience in terms of investing, perhaps the more experienced VBs can share any differences. 

Makes one wonder what will the situation be like in another 10 years, i.e. Year 2034 ?

---------

https://corporate-monitor.org/
https://bschool.nus.edu.sg/cip/

https://www.straitstimes.com/business/co...st-be-fair

https://www.leenlee.com.sg/wp-content/up...600-v4.pdf

Few would disagree that the corporate governance here is in a sorry state. Let us give support to those who make efforts to improve the situation.

[weijian]

When one evade taxes, they have to pay 3x of evaded taxes in fines. Even Msia's ex-PM disgraced convict Najib Razak had to pay 3x in the amount of money he stolen (ie. 120mil fine for 42mil he stolen from SRC international).

But in Spore, you are fined 35k for overstating 13.3mil in revenue, or <0.3% of overstated sum.

Former YuuZoo CEO fined S$35,000 for misleading financial statements

FORMER YuuZoo Corporation chief executive James Matthew Somasundram was fined S$35,000 for negligence in relation to overstating revenue of S$13.3 million for the first quarter of 2016’s results.

Somasundram pled guilty to the second of four charges relating to the Securities and Futures Act for misleading financial statements. The other three charges of overstating revenue for different financial statements were taken into account during his sentencing.

https://www.businesstimes.com.sg/compani...statements