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12/23/2005

corporate governance: a christmas wish

companies appointed people to their board of directors for various reasons. public listed companies have to as provided by the companies act. given a choice, companies would want to appoint all their fathers, mothers, grandpas and grandmas and uncles and aunties as directors. better to pay themselves than outsiders. some people were invited to join the board as a reward, some for the connections they can bring along, some to lend credibility and prestige, some to curry favours, and some to share expertise. no one is invited as a watchdog. no watchdog is welcome in the board of directors. whoever try to be a smart alec and want to be a watchdog will soon be shown the door. how then can the system caters for this important function when it is a non starter in the first place? my christmas wish is for the mas to make it compulsory for public listed companies to appoint 2 to 3 directors from an independent approved institution. preferably this institution be the sias which represented several hundred thousand investors. they have a genuine and vested interest to want to make sure that public listed companies are managed in a way that do not compromise the interests of public shareholders. sias can then work out their own procedures to provide a list of qualified directors for public listed companies. and one of the main role of these directors, in fact the most important role, is to be watchdog. of course the companies will not be too happy with this. but if corporate governance is to work, this is it. the companies can still appoint all the other directors they want. but the independent directors must sit in the audit and remuneration committees to keep an eye on things. their tenure of directorship will be decided by the independent institution ie sias. not the management. as for private companies or vwos, they can also tap their directors from this same institution or from another govt appointed institution. perhaps ncss could be tasked to perform the same function as sias. then we will have a really independent watchdog body of independent directors to ensure things are done in a more transparent way. not that this is the cure all formula. but it will help in many ways. the current procedure is flawed as independent directors are not independent.

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