Those who have followed my work over the years may have noticed that there were several occasions when I had posted negative articles about certain companies around the Christmas period. In some cases, it was a series of articles through the year-end holiday season. It prompted some to ask me if I am “Scrooge”. No I am not. I am just not the bearded guy who goes Ho Ho Ho around Christmas – I am more likely to go Oh Oh Oh #$%&.
As I reflect on the year just past, I am filled with the same pessimism about the trajectory of corporate governance in Singapore as I have felt over the past few years. There are certain signs of regulators stepping up, but it feels like one step forward and two steps back with the problems in the corporate sector snowballing into an avalanche.
This morning, I read an announcement from a company proclaiming to be striving for high corporate governance standards with separation of chairman and CEO roles, and the appointment of an “independent” chairman and new CEO. But there is no escaping that this company has multi-vote shares with the controller having 1 share with 20 votes. With such a structure, independent directors are rather meaningless as it’s extremely easy for the controller to remove independent directors and pass corporate actions with minority shareholders having no say.
The issue of “independent directors” being a rather meaningless concept when minority shareholders have so little say in their appointment, and when the criteria and process for determining independence are essentially at the discretion of the nominating committee and board appointed by major shareholders, is the theme of an article I just submitted on request from a professional body. If we continue to just tweak independence criteria and adjust the proportion of independent directors (for the latter, we have probably gone as far as we can go), I don’t expect corporate governance will improve significantly with another 20 years of reform.
However, I would like to share some good news. On December 1, I launched CG Renegades: Boardgame, a collection of corporate governance cartoons. I promised that all proceeds will go to charity. I have now reached nearly $10,000 in proceeds raised. Below is a cheque for $10,000 that I will be sending to Humanitarian Organization for Migration Economics (HOME). There are still copies available and if more copies are sold, further amounts will be donated to this or other charities.
Thank you for the support and also to all those who have shared their experiences with me over the past year. To those who have reached out to me to look into companies, I would like to say that in nearly all cases, your concerns are legitimate. But the corporate governance ecosystem is not in our favour. I do not run an outfit with lots of resources – it is just me and sometimes with help from like-minded individuals. I will do what I can but I cannot look at every company that have concerns because there are simply far too many.
However, let’s continue to push on and hope that someday, there will be an awakening.
Merry Christmas and Happy New Year!
Mak Yuen Teen
