TYPICAL PITFALLS IN CORPORATE GOVERNANCE - Nik Zafri

Lesson No. 1 : The CEO must be well-informed of any risks (both technical and financial) when deciding to invest in "new innovation"

Innovative ideas may sound "juicy" but potentially may also become a great threat to sound governance practices. Few gigantic motor corporations thought innovation was a good investment hence a lot of money went to Research and Development (R and D) to produce "innovations" to only knew later that they have breached the law.

a) The VW emissiongate/dieselgate

Quoting Ian McVeigh, Head of Governance at Jupiter Asset Management wrote in the Telegraph UK in 2015 : 

"The revelation that the car giant (VW) has been using so-called “defeat device” software to get its diesel cars to pass strict emission tests has been an unmitigated disaster. Since the scandal broke, the value of the company has fallen by around €30bn (£22bn)"

Source : https://commons.wikimedia.org/wiki/File%3AVW_stock_price_after_emissions_violations.png (Analysis by Dennis Bratland)

He wrote further about the significance of the CEO being well informed of investment analysis without the investors finding out about it first. Ian also mentioned about the corporate structure of German companies - having split boards - a supervisory and a management board making it potentially unclear of the "who is responsible or authorized for what?". UK however adopted the principle of putting the final responsibility with only one board.

The Volkswagen dieselgate or emission gate case started on 18 September 2015, when the US EPA issued a notice of violation of the Clean Air Act to German automaker Volkswagen Group for intentionally programmed turbocharged direct injection (TDI) diesel engines to activate certain emissions controls only during lab emission test. The programming caused the vehicles' NOx output to meet US standards during regulatory testing but emit up to 40 times more NOx in real-world driving. 

The CEO sportingly have since apologized to the customers, users and the general public. Later, he resigned.

Although Volkswagen is embarking on new policies and slowly regaining the trust of stakeholders and the car buyers, but the price they have paid is high.

Lesson No. 2 : Hiring "external party" to advise the Board can also lead to disaster.

I once heard somewhere that billionaire Warren Buffet; at some point; do not fully trust "external party's" judgement. He would rather make his own final decision.

Be careful when appointing external "subject matter experts" especially authorizing them to speak in a Board Meeting. If it is not necessary to hire, then DON'T! 

Many important decision cannot be made unanimously because the "so-called guru" says "NO". Ironically, the CEO agrees and subscribes to the "gurus" advice rather than seeking majority opinions from the experienced board members. (I've seen this happened before - it was a disaster!)

Hiring consultant assisting in corporate governance implementation is fine but these practices should be restricted to mid and support levels where CEO leads the initiative - not vice-versa. Board Members meeting must always be treated as CONFIDENTIAL.

Remember : Not everyone in the boardroom are smart guys!

Lesson No. 3 : There are always good rationales of why laws are implemented and enforced. 

Those who try to avoid the law are deemed to have "cheated" the government/ lawmakers and other stakeholders. Or put simply, betraying everyone's trust. 

One of the top cases that I've bumped into is misappropriation of funds (breach of trust) due to shareholders "manipulating" their unclear roles, responsibilities and authorities to serve their own ends. Other cases include : board ineffectiveness, unethical audit and risk practices, "unfair" pay, bad relations with external parties such as accountants and company secretaries. (aah yes, accountants and company secretaries can tell stories too - they know your secrets!)

We've witnessed how prolonged "conflict" between corporate entities and the lawmakers ending up in series of investigations and prosecutions. Long battles in the court of law not only endanger the company's reputation (even if you win the case) but the sad consequences that follow it - from people loosing jobs to reduction of market values.

Lesson No. 4 : Risk is always PROACTIVE

Never wait until problem arises. Learn the lessons from others who have failed. Take proactive measures by adopting Risk Management. (and don't just simply say....DO IT!) Proactive Risk Identification will provide you with a guide on Plan of Action (mitigation), brainstorming and develop a strategic plan. 

All these activities must happen prior to operation/project implementaton, assessed during the operation (comparing with the Risk Register for proactive risk identification stage) and mitigate during post-operation stage.

Adopt good practices of Risk Management but do not try to be too bold by taking unwanted risks!

Lesson No. 5 : Do What You Say and Say What You Do.

When you have given solemn promises or have put them in your customer charter or have addressed them in Manuals and Procedures - deliver them. Don't just file everything up and ignore them, or displaying what needed to be displayed and "that's it...end of story" - hoping that your PR will do the rest for you.

Sometimes, as a shareholder, you need to realize what you think is "impossible" can happen and do happen - whereby other shareholders (your own friends) can turn against you due to one or two angry customers who feel that you are not delivering what you have promised.

There are so many reasons of why ISO 9000 or Total Quality Management is introduced on the first place. Surely they are not to burden you but to help you.

Lesson No. 6 : Non-Conformance and Risks are opportunity for improvement

Don't scare auditors with cold bullying remarks such as :

• "I'm your paymaster",
• "Make it looks like there is more "loss" than "profit",
• "I know your boss",
• "Don't try to be too smart - remember Enron?" 

Remember, auditors are human beings too. If they feel threatened, despite the Non-Disclosure Agreement, they still can adopt the "Need to Know Basis" vs your "Transparency" - they can even get court-orders. Believe me, the end-results won't be good.

Treat auditors as friends who are trying to help you not destroy you. Treat any non-conformances as opportunities for improvement and not some "fault-finding activities". In the end, you'll be in every auditors "good book"

Don't make your company becoming one of the case study being discussed in front of other auditors in their association.

Lesson No. 7 : Be careful when setting limits on shareholder voting power.

One study (by Ken L. Bechmanna, Department of Finance, Copenhagen Business School and Johannes Raaballeb Department of Economics and Business, Aarhus University) shows that the bad corporate governance in the banks is visible in the shape of severe restrictions on shareholder rights, including voting and ownership ceilings, etc. These severe restrictions are quite unique, especially from an Anglo-Saxon perspective. In the U.S., ownership ceilings are not allowed and in a sample of 4,399 U.S. firms, only 24 had voting ceilings (see Commission of the European Communities, 2007). 

Similarly, voting and ownership ceilings are not among the 24 corporate governance provisions carefully examined by Bebchuk, Cohen and Ferrell (2009), who show that restrictions on shareholder rights lead to significant reductions in firm value.

Out of the six entrenchment provisions found to be value destroying, four of them set limits on shareholder voting power and the ability of a majority of shareholders to impose their will on the management.

And FINALLY!!

When you are having problems, try avoiding easy paths such as buyover, mergers, bailouts etc or worse - let yourself willingly to become "victim" to "hostile takeover" or ending up in government intervention. 

Even if you feel like selling your shares or the company itself, don't give up yet - try your best to first to solve your problems - who knows, you might succeed against all odds. 

Be transparent to your employees - let them know what is happening, many companies have gone down to earth and surprisingly, their employees have very good ideas on how to save the company. If the idea works, give these employees the rewards that they deserve!

WORKING WITH PASSION AND OWNERSHIP

#EpicBosses #RonLynch #TiltedKilt

Working with passion and ownership.

SCOTT SIBELLA, MGM GRAND PRESIDENT

#ScottSibella #MGMGrand #EpicBosses

Lessons learned. Corporate Leaders, CEO and Presidents of all major corporations of the world - THIS is the way to go!

Corporate Governance as a management science (a reevaluation) - Nik Zafri

(The author would like to thank The Organisation for Economic Co-operation and Development (OECD) for the promotion of policies that will improve the economic and social well-being of people around the world including the proper implementation of Corporate Governance)

Despite being popular for more than a decade, many corporations still tend to view Corporate Governance as some "legal constraints" on them. While this is not entirely true, we still find corporate leaders and the executive board fear the auditors with the notion that they might have broken the law or some misdeeds may have occurred.

As a result we still see corporations winding up - some did not even have to. It's shocking to find corporations being liquidated simply because they did not submit the proper papers on time to the authorities.

Citing OECD - Implementing Governance, Chapter 6, Page 162. 2nd para :

"Following the series of scandals in the US and elsewhere involving big corporations, the market has become increasingly demanding regarding improvements in corporate governance practices and INTERNAL CONTROL to increase investor confidence. The awareness that followed the scandals created an environment conducive to better governance. This was seen in Latin America, in countries like Brazil; after the initial period when investors were pushing for basic governance measures, they now are refining their requests by seeking improvement in QUALITY of disclosure, composition of boards and more. Lessons learned from the BENCHMARKING process can be used as the starting point and as a CONTINUOUS LEARNING PROCESS."

When corporate governance been too intertwined with rules and regulations, there is no room for management tools to come in. Corporate Governance is not merely about legalities as "hijacked" by scholars, company secretaries and authorities. 

Corporate governance prevailing practices ironically failed to be seen as a management science - as it should have been. It is about achieving corporate democracy for shareholders and "other interested parties". 

It is not always about the Board of Directors but it also concerns a network of supply chain as well ("Other Interested Parties" - such as employees, consumers, surroundings and even community at large.

Now the laws are there in place...what's next?

The issue now is how to MANAGE it?

Whenever there is a law, there will also be suggestions of the usage of standards and codes of practice. Standards give birth to Manuals, Procedures, Work Instructions and Checklist - all under "controlled conditions" (Refer to ISO 9001:2008)

Let's look back at the 5 core pillars of Corporate Governance:

1) Rights and equitable treatment of shareholders : Corporations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings

Keyword : Communication (internal and external)

Communications can be complicated especially dealing with information being ambiguous or inaccurate. In my experience, communication is mainly the highest contributing factor towards the failure of a management system - especially dealing with unhealthy office politics.

A corporation has a business to run based on a certain core business process as stated in the Manual. It requires inputs to flow from one process and outputs to flow to another process. There is a continuous (communication) flow regarding tangible (materials and product) and intangible (information) inputs and outputs taking place within a corporation.

Thus, the board of directors should come out with methods and resources using the process and deploy these methods through ICT; logistic and HR processes (documents, meetings, directives, e-mails, intranet, visual etc) Get feedbacks from recipients and incorporate them in the policy, objectives and goals. Make your staff feel important that they are the 'guardians' and 'watchdogs'.

2) Interests of other stakeholders : Corporations should recognize that they have legal, contractual, social, and market driven obligations to non-shareholder stakeholders, including employees, investors, creditors, suppliers, local communities, customers, and policy makers.

Keyword : Stakeholders

This MUST be stated in corporate’s mission and relays the processes used to get the corporation there. Let the values guide the culture and not vice-versa. Stakeholders should always be put first. They must be made aware of what is going on in a corporation especially any new management system to support the law. They must be well briefed of the long term benefits seeking and achieving the recognitions from the relevant bodies.

3) Role and responsibilities of the board: The board needs sufficient relevant skills and understanding to review and challenge management performance. It also needs adequate size and appropriate levels of independence and commitment.

Keyword : Commitment

A successful implementation of systems and methods can positively affect the corporation’s reputation, growth and profitability. This can only happen if there is a strong commitment from the board. The willingness to invest for a long-term management program that will positive affect the corporation is very important rather than meeting the minimum, mediocre, or sub-standard requirements. And this should be communicated throughout the organization.

4) Integrity and ethical behavior: Integrity should be a fundamental requirement in choosing corporate officers and board members. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making.

Keyword : Professionalism

There is a need for a code of conduct to be developed. A typical code of conduct should not be viewed as an expression of a set of laws but also implying the management methodologies as well.

a) Duties and Responsibilities - A proper Job Description, Organizational Chart and Master Responsibility Matrix - should be in place - to also reflect the Board, Associates, Officers and Corporate Compliance Officers.

b) Honesty, Ethical Conduct, Fair Dealing

c) Procedures dealing with a bunch of issues such as Human Resources, Environmental Health and Safety, Gifts/Gratuities/Entertaintments, Records/Documentation Management, Reporting and Training

5) Disclosure and transparency: Corporations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.

Keyword : Transparency

Once again, a proper Job Description (JD) and documented procedures are required. When making a Job Description, ensure that the duties are arranged according to their utmost priority. A simple percentile management tool would help via a brainstorming session. 

Once the JD is in place, use the cascading principle so that the JD is related to other tools such as (pick one) - Key Performance Indicators, Key Result Areas, Balance Scorecard etc.

Secondly, you need to develop procedures with simple templates such as process flow, responsibility and reference documents/records. (Again, refer to ISO 9001:2008 Standards)

Nik Zafri is an Associate Consultant with TIJ Consultants Group (Malaysia and Singapore)

THE POWER OF TELLING THE TRUTH - By Nik Zafri

In this brief article of mine, I will not mention names of company or individuals involved. Just something that can be seriously considered before laying off workers.

ABC company is a diversified business entity. So, comes one fine day when the Executive Commitee decided to lay off at least 500 nos. The MD was furious and told the members of the board - NO WAY...we won't have enough despite the members were saying "We can outsource certain services" (typical corporate excuse)

But of course, being the major shareholder and owner of the company, the MD has the final say. So he arranged for a special small convention to see ALL the workers, executives and senior executives - surprisingly together with their families.

The MD told them the truth of what's happening in their company and he gave everyone a choice, to leave with some gratuities/compensation or VSS or to stay on with less salary with one assurance; should the company 'goes up' again, they will be rewarded.

ALL the workers, execs and execs, DECIDED TO STAY! and WORK HARDER with little pay. Even the union known to reject also AGREED to stay.

In 6 months, the company profitted tripled and everyone was happy receiving their rewards as promised.

I'm sure I don't need to tell what's the morale of this true story. Imagine, a simple telling the truth would do to you.

Pengeluaran Bon sebagai Alternatif Penstabilan Ekonomi - Nik Zafri

Nota ringkas ini lebih kepada haipotesis ekonomi dan pengarang tidak memberikan apa-apa jaminan kejayaan sekiranya haipotesis berikut digunapakai.

Pengeluaran bon untuk menstabilkan ekonomi juga dikenali sebagai Bon GDP- Gross Domestic Product. Reaksi balas yang berlaku apabila cadangan ini dikeluarkan ialah kenaikan faedah.

Apakah kelebihan dan kelemahan Pengeluaran Bon berkaitan GDP :

1. Servis Bon adalah tinggi dalam suasana pasaran sihat tetapi akan rendah apabila pasaran tidak sihat.

2. Bagi peminjam - pengeluaran ini akan menstabilkan perbelanjaan awam dan Kerajaan akan dapat servis apa-apa hutang semasa suasana pasaran yang sihat dan kurang memberikan servis hutang jika berlaku sebaliknya. Krisis hutang dan kegagalan membayar hutang akan dapat dikurangkan. Apabila ini berlaku, ianya akan membantu proses pemulihan.

3. Bagi pelabur - kerugian mungkin berlaku serentak dengan masalah gagal membayar hutang. Jadi, jika dibandingkan dengan bon konvensional, bon yang berkait dengan GDP dapat memastikan bayaran total yang leibh tinggi dan ini pastinya akan mengurangkan kebarangkalian kegagalan pembayaran hutang.

4. Kerajaan dapat membantu membiayai sektor yang berpotensi apabila bon berkait GDP dikeluarkan. Tidak mustahil, sektor yang baru atau sedang berkembang umpamanya industri pembuatan akan menyasarkan untuk disenaraikan dalam Bursa Malaysia kerana pengeluaran bon akan dapat memperbetulkan pasaran saham.

5. Pengeluaran bon ini juga akan dapat menambahbaik pasaran modal (terutamanya bon korporat - dalam kes di Malaysia - Bon ini dikeluarkan oleh GLC) Sektor korporat juga dapat mengurangkan kos dan menambahbaik kecukupan modal sekiranya bon ini diintegrasikan dalam struktur kewangan.

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ISSUANCE OF 'GDP-LINKED' BONDS

There has been some interesting stories I heard in the market about the intention of the Government to issue bonds to stabilize the economy. When plan of economic stabilization involves, these bonds are known as "GDP-linked"Just a short comment (I hope)

There are a number of things to talk about whenever anybody touched about GDP and linking it to bonds.But one of the most popular reactions would be the increasing interest in creating bonds.

1. Bond servicing is higher during rapid growth but lower if the growth is slow.

2. For borrowers - issuance may stabilize public spending as Government can service more debt during affordable times and less during difficulties. It is also said to lower down crisis of debts and defaults. When you reduce the service of country's debt during recession, it may help in the recovery process.

3. For investors - losses may happen due to defaults. Thus, comapred to the conventional bond, this kind of bond (GDP-linked) can ensure higher total payment hence reducing default probability (what am I saying? )

4. The Government can help in financing some potential sectors if GDP-linked bonds are issued. In theory, some emerging or new sectors (any industry esp. manufacturing) can target to be listed in the Bursa Malaysia if they wish as bond issuance can help correction in the stock market.

5. It also helps in improving capital market as well (esp. corporate bonds - in Malaysia's case - the bonds issued by GLC). The corporate sector can reduce cost and improve capital efficience once bonds are integrated into the financial stucture.