Corporate Governance Case Studies edited by Mak Yuen Teen (CPA Aus)

[theasiareport]

I've met Professor Mak before and have nothing but the highest respect for his work and his website.

Highly recommend to read - I've read all the old compilations and have found them extremely informative.

[weijian]

Hi Chialc,

Best world, I am not sure yet.

However, if i were to provide A/P Mak Yuen Teen with inputs; they will be" i) an update to Noble incident, ii) Fujian Zhenyun, iii) Universal Recourse- Money Disappearing Act, iv) Pacific Andes Group Structure and the forcing of sale of China Fishery, v) 8I Holdings and vi) The collapse of Rickmers Trust, vii) Sabana REIT tussle, viii) Singholdings, viii) First Ship Lease's sponsor potential sale to Navios and the conditions of dilution (test the knowledge of an investor's interpretation of Singapore's Business Trust Act)

If I were to add a special edition, it will be to investigate how a few REITS have been capable of adding fair value gains in their properties despite suffering from declining rentals and diminishing lease tenure on their local properties. This has boosted the asset value of REITS. And my pondering if they are ever going to reverse these fair value gains

Our SGX scene has  a lot of stories to uncover; it is just how many of us are bothered, have the energy and guts to uncover what the regulators are not seeing

hi CY09,
on hindsight, none of your selection went into vol 6.

I am going to make a guess for volume 7. My top picks would be Yuuzoo, Datapulse and Trek2000.

A Nightmare on Shenton Way

I hope our regulators truly understand that our system is at risk of a catastrophic collapse in confidence, if this has not already happened. I have heard directly from some investors, and some through other market players, about investors giving up on investing in our market. I have never been so worried about the state of our market. Revising the corporate governance code and enhancing the listing rules feels like moving the deck chairs around when the ship is sinking. It is not just a massive debacle like Noble we are talking about, or the cruel joke that is YuuZoo, but a whole string of companies that have engaged in fraud or highly questionable deals, or destroyed massive amounts of shareholder value.

http://governanceforstakeholders.com/201...enton-way/

[weijian]

It is our loss with Dr Mak's fatigue taking over matters. Dr Mak reminds me of David Webb from HK in a sense (but David Webb is also more of an activist than Dr Mak, who is more of an academic). Would he have made an excellent ID for SGX or play an executive role in SGX RegCo?

Is our corporate governance ecosystem on life support?

I would like to apologise to those who take the time to write to me. I am frankly overwhelmed by the sheer number of cases of bad behaviour by companies and discouraged by the nature and timeliness of the regulatory responses.

I will still write about corporate governance lapses by specific companies and directors from time to time, but intend to dial back on investing massive amounts of my time to write about specific companies. Investors should consider avoiding those companies for which I have pointed out specific corporate governance lapses. Those lapses are often symptoms of something much more serious. Sadly, there are many of such companies. Regulators must take some responsibility for this.

http://governanceforstakeholders.com/201...e-support/

[karlmarx]

SGX has to make listing on the stock market attractive, yet at the same time, regulate the market. In an ideal situation, SGX will have a long line of companies queuing to list. Since there are more than enough customers, SGX can dictate the terms/rules of listing; the greater the demand for listing, the more onerous its terms/rules. Ditto for attractive men/ladies in the dating game.

But records have shown that there is no long line of companies queuing to list on SGX. If nobody want you, you still dare to dictate terms and set high expectations? Hah!

Some may say that the regular should set the bar high, such that having quality companies will beget more market participants, and hence, even more listings of quality companies. But if you're in the dating game, you will know that this does not make sense. You get a more attractive partner by making yourself more attractive (lose weight, personal grooming, get a good job, etc), not making and enforcing more demands.

The solution lies in making Singapore more attractive as a listing destination. How? Maybe the readers here can share their ideas. But remaining in the 'poor CG -> low market participation -> poor CG' discourse has clearly not brought any progress.

[Triple70]

A public listing is a marriage between investors and the controlling shareholders.
Controlling shareholders need to convince investors why investment in this company is superior.
SGX is like an irritating and naggy mother in law that keeps throwing t&c that nobody wants and ssrves no purpose. Just look at the number of CG lapses. Just look at the market cap of companies.
Clearly, nobody is interested in listing and nobody is serious abt future investments.
Aunty and uncles rather take their chances with MLM / crowdfunding or low return bonds.
Even SG based companies choose to list in Australia. Speaks volumes abt SGX.
SGX shd just go back to the basics.
Keep it simple.
I’m beginning to feel that SGX is intentionally fogging up the whole environment to create work for the investment banking industry.

[money]

Recall about 10 years ago, there were many S chips that are listed here. Now, who invited them over? Who is so desperate for fees that even ah kow ah mao can come here and list? There are so many fraudulent cases that i cant believe it is bad luck or randomness, i believe if SGX has bothered taking a closer look into the financials, coupled with better due diligence and investigation, rejecting those with red flags, many of our mum and pop investors wont lose so much money. Of course we can blame these naive investors for being gullible but i think the regulators have to share the blame

[Triple70]

What amazes me is that a CEO can blatantly cause a company to lose money, then be saved by a related white knight thru massive convertible bonds, diluting the original shareholders, and this is not even frown upon by regulators.
Independent directors need not be independent. They are appointed by the very same ppl they are required to audit. Its been many years yet nothing has improved. Is there anything to believe in now?

[soros]

You should make a complaint to Singapore Stock Exchange and have the CEO director barred from holding director's position on any listed company for next 25 years.

[weijian]

What amazes me is that a CEO can blatantly cause a company to lose money, then be saved by a related white knight thru massive convertible bonds, diluting the original shareholders, and this is not even frown upon by regulators.
Independent directors need not be independent. They are appointed by the very same ppl they are required to audit. Its been many years yet nothing has improved. Is there anything to believe in now?

For the former, generally it is all within the ordinary course of business i suppose and there isn't anything regulators should do.

As for the latter, there is a difference between adhering to the letter and adhering to the spirit of the rule for the test of independence. Once the letter is followed, much can't be done but i have to agree that the letter needs to be further expanded. The gap between the letter and the spirit is huge IMO.

[Triple70]

https://www.straitstimes.com/business/fa...chful-eyes

Even SGX felt they were perplexing but did nothing.