Adopting Corporate Governance Best Practices in Government & Industry

Transcription

1 Adopting Corporate Governance Best Practices in Government & Industry UNIVERSITI UTARA MALAYSIA Kuching Sarawak 29 August 2016 David Berry, Deputy President, MICG 1

2 What is Corporate Governance?.. the process and structure used to direct and manage the business and affairs of the company towards enhancing business prosperity and corporate accountability with the ultimate objective of realising long-term shareholder value, whilst taking into account the interest of other stakeholders. Malaysian High Level Finance Committee on Corporate Governance Report On Corporate Governance, February,

3 Applied to Industry (Private Sector)? Four Key Governance principles: Supporting Leadership and Effectiveness in the organisation Safeguarding the integrity of organisational reporting Managing risk to preserve/create value or enhance the achievement of objectives Strengthening relationships with the principal stakeholders 3

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5 Applied to Government Enterprises? 2014 World Bank publishes Governance Toolkit for State-Owned Enterprises (SOEs): Draws substantially from Private Sector experience Describes structures and processes for the direction and control of SOEs 5

6 World Bank Toolkit in brief: A legal framework to regulate the role of the Government as shareholder and the role and responsibility of the SOE Board as a steward The adoption of corporate governance best practices to monitor performance and protect the value of ownership Ensuring the SOE Board has the right composition (especially independent directors) and adequate authority and autonomy to effectively fulfill its role of responsibility for the enterprise in financial and risk management terms 6

7 World Bank Toolkit in brief.(2): The adoption of best practices for Internal Control, including the establishment of the usual Board Committees (eg. Independent Audit & Risk Committees) and key functions (eg. Internal Audit) The adoption of best practices for Transparency, Communications and Disclosure, including public domain reporting of performance, remuneration, environment and social responsibility 7

8 .BUT it s about more than financial results and competition It s also about ethics and sustainability Integrity Accountability Transparency Disclosure Good governance flows from ethical business practices even without legislation. 8

9 Whoever is careless with the truth in small matters cannot be trusted with important matters. Albert Einstein In looking for people to hire, you look for three qualities: integrity, intelligence, and energy. And if you don t have the first, the other two will kill you. Warren Buffett You can t measure integrity by percentages; it s all or nothing. There s no such thing as a little bit, and integrity will not consider: Never mind, just this once! 9

10 WE NEED A STRONG VALUE SYSTEM: HONESTY RESPONSIBILITY HUMILITY PROFESSIONALISM in Government & Industry 10

11 The Human Dimension: Irresponsible & Unreliable Avaricious Untrustworthy Self-centred 11

12 DISREGARD FOR CORPORATE GOVERNANCE 12

13 Bad Governance leads to fraud and scandals Corruption Bribery Fraud Manipulating Financial Data 13

14 Drivers of Fraud Pressure Personal greed/materialism Peers, ego and obedience Work conditions Corporate policies (eg. Rewards/Bonuses tied to KPIs) Perceived Opportunity Market performance expectations and value adjustments Third party reward for performing certain tasks Inside information Rationalisation Avoidance of risk Weight of circumstance No-one will notice 14

15 A Litany of Misbehavior 15

16 A Wall of Shame 16

17 And nearer to home? 17

18 Simple corruption 18

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21 The Corporate Scene at home? 21

22 ETHICS IN BUSINESS Compliance Organisations with high ethical values comply with the spirit of the law, not just the letter. Finance Ethical issues in finance include: Accounting: window dressing, misleading financial reporting; Undisclosed or misreported related party transactions; Insider trading and securities market manipulation; Inappropriate executive compensation packages; Bribes, kickbacks, overbilling, phoney expenses, facilitation payments. Human Resources employee rights, child labour. Marketing the moral principles behind the fair representation of products and services. Procurement the application of fair trade and ethical sourcing practices. The best companies have a systematic approach to fostering ethics and a corporate culture which links ethics to business practices. 22

23 Adding Weight Government looks to strengthen whistleblower protection and make companies liable for the corruption of their employees 23

24 Adding Weight (2) Bank Negara looks to strengthen bank boards with more independent directors and asks for improved whistleblower protection The Star: 4 August

25 Some exemplary Malaysian Companies 25

26 ASEAN Corporate Governance Scorecard: Country Reports and Assessments (published by the Asian Development Bank) Assesses corporate governance performance of publicly listed companies in participating ASEAN countries. Based on international standards (OECD Principles of Corporate Governance). Provides trend analysis to ascertain improving corporate governance standards. ASEAN public companies perform well, but there is room for improvement. 26

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29 Business ethics and corporate governance go hand in hand. Corporate governance means running companies ethically in a manner such that all stakeholders including shareholders, creditors, distributors, customers, employees, society at large, governments and competitors are dealt with in a fair manner. Value-based management and ethics enable organisations to establish productive relationships with internal customers and lasting business relationships with external customers. 29

30 Thank you! 30