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A Study of Indonesia, Republic of Korea, Malaysia,Philippines,andThailand
Edited by: Juzhong Zhuang SeniorEconomist RegionalEconomicMonitoringUnit AsianDevelopmentBank David Edwards AssistantChiefEconomist ProjectEconomicEvaluationDivision AsianDevelopmentBank Ma. Virginita A. Capulong SeniorSectorAnalyst AgricultureandSocialSectorsDepartment(West) AsianDevelopmentBank
© Asian Development Bank 2001 Allrightsreserved. ThispublicationwaspreparedundertheAsianDevelopmentBanksregionalTechnical Assistance 5802: A Study on Corporate Governance and Financing in Selected DMCs. The views expressed in this book are those of the authors and do notnecessarilyreflecttheviewsandpoliciesoftheAsianDevelopmentBank,or itsBoardofDirectorsorthegovernmentstheyrepresent. The Asian Development Bank does not guarantee the accuracy of the data includedinthispublicationandacceptsnoresponsibilityforanyconsequencesfor theiruse. Use of the term country does not imply any judgment by the authors or the AsianDevelopmentBankastothelegalorotherstatusofanyterritorialentity . ISBN 971-561-323-3 Publication Stock No. 100800 Published and printed by theAsian Development Bank P.O. Box 789, 0980 Manila, Philippines
List of Tables List of Figures Foreword Preface Abbreviations 1 Indonesia 1.1 Introduction 1.2 OverviewoftheCorporateSector 1.2.1 HistoricalDevelopment 1.2.2 TheCapitalMarket 1.2.3 The Banking Sector 1.2.4 ForeignCapital 1.2.5 GrowthandFinancialPerformance 1.2.6 LegalandRegulatoryFramework 1.3 CorporateOwnershipandControl 1.3.1 CorporateOwnershipStructure 1.3.2 ManagementandInternalControl 1.3.3 ExternalControl 1.4 CorporateFinancing 1.4.1 FinancialMarketInstruments 1.4.2 PatternsofCorporateFinancing 1.4.3 CorporateFinancingandOwnershipConcentration 1.5 TheCorporateSectorintheFinancialCrisis 1.5.1 CausesoftheFinancialCrisis 1.5.2 ImpactoftheFinancialCrisisontheCorporateand BankingSectors 1.5.3 Responses to the Crisis 1.6 Summary, Conclusions, and Recommendations 1.6.1 SummaryandConclusions 1.6.2 Policy Recommendations References vi ix x xi xii 1 1 3 3 4 5 7 8 15 17 17 25 30 32 32 34 35 36 36 39 42 45 45 48 51
2 Republic of Korea 2.1 Introduction 2.2 OverviewoftheCorporateSector 2.2.1 HistoricalDevelopment 2.2.2 Rise of the Large Business Groups (Chaebols) 2.2.3 RoleoftheCapitalMarketandForeignCapital 2.2.4 GrowthandFinancialPerformance
53 53 55 55 60 62 65
iv 2.3 CorporateOwnershipandControl 2.3.1 PatternsofCorporateOwnership 2.3.2 InternalManagementandControl 2.3.3 ShareholderRights 2.3.4 ControlbyCreditors 2.3.5 TheMarketforCorporateControl 2.3.6 ControlbytheGovernment 2.3.7 EmployeeParticipationinCorporateGovernance 2.4 CorporateFinancing 2.4.1 Overview of the Financial System 2.4.2 PatternsofCorporateFinancing 2.4.3 FinancialStructure,Diversification,andCorporate Performance 2.5 TheCorporateSectorintheFinancialCrisis 2.5.1 WeaknessesinCorporateGovernance 2.5.2 TheRoleofGovernmentIntervention 2.5.3 ManifestationsofWeakCorporateGovernanceand GovernmentIntervention 2.5.4 ShortcomingsinMacroeconomicPolicy 2.6 Responses to the Crisis and Policy Recommendations 2.6.1 CorporateRestructuringActivities 2.6.2 PolicyMeasuresforCorporateReform 2.6.3 Policy Recommendations References 3 The Philippines 3.1 Introduction 3.2 OverviewoftheCorporateSector 3.2.1 HistoricalDevelopment 3.2.2 GrowthandFinancialPerformance 3.2.3 LegalandRegulatoryFramework 3.3 CorporateOwnershipandControl 3.3.1 PatternsofCorporateOwnership 3.3.2 CorporateManagementandShareholderControl 3.3.3 TheRoleofCreditorsinCorporateControl 3.4 CorporateFinancing 3.4.1 TheFinancialMarketandInstruments 3.4.2 PatternsofCorporateFinancing 3.4.3 OwnershipConcentration,FinancialLeverage,and Performance 3.5 TheCorporateSectorintheFinancialCrisis 3.5.1 TheFinancialCrisis:CausesandManifestations 3.5.2 ImpactoftheCrisisontheCorporateSector 3.5.3 Responses to the Crisis 74 74 94 103 105 108 110 111 113 113 118 128 130 132 134 134 137 139 139 143 148 153 155 155 156 156 158 167 171 171 186 198 199 199 202 209 210 210 212 214
v 3.6 Summary, Conclusions, and Recommendations 3.6.1 SummaryandConclusions 3.6.2 Policy Recommendations References 216 216 219 226
4 Thailand 4.1 Introduction 4.2 OverviewoftheCorporateSector 4.2.1 HistoricalDevelopment 4.2.2 DevelopmentofCapitalMarkets 4.2.3 GrowthandFinancialPerformance 4.2.4 LegalandRegulatoryFramework 4.3 CorporateOwnershipandControl 4.3.1 PatternsofCorporateOwnership 4.3.2 CorporateManagementandControl 4.3.3 ExternalControl 4.4 CorporateFinancing 4.4.1 OverviewoftheFinancialSector 4.4.2 PatternsofCorporateFinancing 4.5 TheCorporateSectorduringtheFinancialCrisis 4.5.1 ImpactoftheFinancialCrisisontheCorporateSector 4.5.2 Responses to the Crisis 4.6 Summary, Conclusions, and Recommendations 4.6.1 SummaryandConclusions 4.6.2 Policy Recommendations References
229 229 230 230 233 235 239 240 241 244 248 252 252 257 261 261 264 270 270 273 277
8 OwnershipConcentrationofPubliclyListedCompanies. 1990-1998 Table 1. 1997 Table 1. 1992-1999 Table 1.9 OwnershipConcentrationofPubliclyListedCompanies by Sector.7 Growth Performance of the Top 300 Conglomerates.14 Banking Sector Outstanding Loans.19 DER and ROE of Publicly Listed Companies by Sector.2 KeyMacroeconomicIndicators Table 2.6 GrowthandFinancialPerformanceofState-Owned Companies. 1988-1996 Table 1. 1992-1997 Table 1. 1996-1999 Table 1. 1993-1997 Table 1.13 Presence of Board Committees in Listed Companies Table 1.11 CharacteristicsoftheBoardofCommissioners Table 1. 1992-1997 Table 1.1 Listed Firms with Positive Economic V alueAdded. 1996-1998 2.20 ROE of the Banking Sector.vi List of Tables 1. 1985-1998 6 7 9 11 12 14 14 18 19 21 26 27 28 32 33 34 36 39 40 41 41 54 56 61 63 . 1992-1999 Table 1.12 CharacteristicsoftheBoardofDirectors Table 1.18 GDP Growth by Sector.4 Growth Performance of Publicly Listed Companies by Sector.15 V alue of Stocks Issued and Stock Market Capitalization.16 FinancingPatternsofPubliclyListedNonfinancial Companies.2 Foreign Capital Flows. 1996-1998 Table 1.17 DER of Listed Companies by Degree of Ownership Concentration Table 1. 1993-1999 Table 1. 1986-1996 Table 1. Indonesia Table 1. 1992-1997 Table 1.4 Development of the Stock Market.10 Anatomy of the Top 300 Indonesian Conglomerates.3 GrowthandFinancialPerformanceofPubliclyListed Companies.5 Financial Performance of Publicly Listed Companies by Sector. 1992-1995 Table 1. 1990-1997 Table 1.1 Growth of the Banking Sector.21 Nonperforming Loans by Type of Bank.3 Subsidiaries of the 30 Largest Chaebols Table 2. 1992-1998 Table 2. 1992-1997 Table 1. Republic of Korea Table 2.
21 Table 2.17 Table 2.19 Table 2.24 Table 2.11 Table 2. 1990 and 1997 Ownership Composition of Listed Nonfinancial Firms by Size.8 Table 2. 1988-1997 FinancingPatternsoftheNonfinancialCorporateSector.20 Table 2.13 Table 2.25 Table 2.27 Table 2. 1988-1997 Ownership Concentration of the Survey Sample of 81 Listed Firms. 1994-1998 Financing Patterns of the Top 30 Chaebols. 1985-1998 GrowthandFinancialPerformanceoftheNonfinancial Corporate Sector.18 Table 2. 1997 Ownership Composition of Listed Nonfinancial Firms by Control Type. 1988-1997 Ownership Composition of Listed Nonfinancial Firms by Industry.15 Table 2.14 Table 2. 1990-1997 InternationalComparisonofRatiosofOrdinaryIncome toSalesinManufacturing GrowthandFinancialPerformanceofSelectedIndustries GrowthandFinancialPerformanceofListedCompanies. 1988-1997 Features of the 30 Largest Chaebols GrowthandFinancialPerformanceofthe30Largest Chaebols.22 Table 2.vii Table 2.16 Table 2. 1993-1997 64 66 66 68 70 71 72 73 75 78 80 82 82 83 84 85 86 87 90 91 120 121 122 126 126 127 .5 Table 2. 1997 Ownership Concentration ofAll Listed Firms.28 Table 2. 1994-1997 Cross-Payment Guarantees of the Top 30Chaebols. 1985-1997 GrowthandFinancialPerformanceofListedCompanies by Size.29 Table 2.30 Private Capital Flows to Korea. 1988-1997 FinancingPatternsoftheNonfinancialCorporateSectorby Industry Financing Patterns of Listed Companies.26 Table 2. 1999 InternalShareholdingsofthe30Largest Chaebols. 1993-1997 The Top 30 Chaebols Debt-to-Equity Ratio.6 Table 2. 1992-1997 OwnershipConcentrationofListedNonfinancialFirms.10 Table 2. 1997 OwnershipConcentrationofListedNonfinancialFirms by Firm Size. 1988-1997 OwnershipConcentrationofListedNonfinancialFirms by Industry. 1995-1997 Ownership Composition of Listed Companies.9 Table 2.12 Table 2.7 Table 2. 1997 Ownership Composition of Listed Firms in Selected Countries. 1987-1997 FlowofFundsoftheNonfinancialCorporateSector.23 Table 2.
1988-1997 Table 3.viii Table 2. 1997 Table 3.SectorOrientation. Thailand Table 4. Leverage Table 3.1 Public Companies Registered. 1989-1997 Table 3. The Philippines Table 3.15 Financing Patterns of the Corporate Sector. 1997 Table 3. 1988-1997 Table 3. 1988-1997 Table 3.22 Foreign Investment Flows.6 GrowthandFinancialPerformanceoftheCorporateSector by Firm Size.5 GrowthandFinancialPerformanceoftheCorporateSector by Control Structure.12 Control Structure of the Top 50 Corporate Entities.17 Composition ofAssets and Financing of the Publicly Listed Sector.19 Financing Patterns by Firm Size. 1985-1997 Number of Firms with Dishonored Checks.2 Public Offerings of Securities. 1997 Table 3. 1988-1997 Table 3. andAffiliated Banks of Selected Business Groups.Profitability andFinancial .14 Philippine Stock Market Performance. 1989-1997 Table 3. Flagship Company.31 Table 2. 1997 Table 3. 1988-1997 Table 3.2 Growth and Financial Performance of the Top 1.20 Financing Patterns by Industry.000 Companies.1 GDP Growth of SoutheastAsian Countries.10 Composition of Top Five Shareholders of Philippine Publicly Listed Companies by Sector. 1978-2000 Table 4.18 Financing Patterns by Control Structure.13 ADB Survey Results on Shareholder Rights Table 3. 1986-1998 Nonperforming Loans of General Banks. 1992-1999 . 1997 Table 3. 1983-1997 Table 3.16 CorporateFinancing PatternsbyOwnershipType.33 Net Profit Margins of Chaebols. 1990-1999 Table 3.9 OwnershipConcentrationatCriticalLevelsofControl Over Publicly Listed Companies.4 GrowthandFinancialPerformanceoftheCorporateSector by Ownership Type. 1992-1996 Table 3.3 TheCorporateSectorandGrossDomesticProduct. 1989-1997 Table 3.7 GrowthandFinancialPerformanceoftheCorporateSector by Industry. 1988-1997 Table 3.32 Table 2.8 Ownership Composition of Philippine Publicly Listed Companies by Sector. 1995-1998 4. 1989-1997 Table 3.1989-1997 Table 3.11 TotalandPerCompanySales.21 OwnershipConcentration. 1990-1998 131 137 138 158 159 160 161 163 164 166 173 175 176 180 184 191 201 203 204 205 206 207 208 209 212 235 236 3.
1990-1998 Merger and Acquisition Activities.1 Figure 3.ix Table 4. 1993-1999 Size and Composition of the Thai Financial Sector. 1985-1996 Average Key Financial Ratios by Company Size. 1985-1996 Top-Five Ownership Concentration of Publicly Listed Companies in Thailand. 1990-1996 Financial Ratios of Listed Companies by Ownership Concentration. 1992-1999 Common-Size Statements for Companies Listed in SET. 1990-1998 StatisticalRelationshipsbetweenCorporateProfitability.8 Table 4.13 Table 4.2 Figure 3. 1992-1999 Offerings of Debt Securities.2 TheSuhartoGroup TypicalInternalOrganizationalStructureofaPublicly Listed Company in Indonesia CorporateControlStructure:TheCaseofAyalaCorporation CorporateControlStructure:theCaseofLopezGroup 24 25 195 197 .16 Table 4.3 Table 4.5 Table 4.11 Table 4.7 Table 4.12 Table 4.9 Table 4.17 StatisticalHighlightsoftheStockExchangeofThailand. Leverage. 1985-1999 237 238 239 241 242 243 251 252 256 258 259 260 261 262 264 List of Figures Figure 1. 1993-1999 Key Financial Ratios of Publicly Listed Companies. and Company Size Top-Five Shareholder Composition of Publicly Listed Companies in Thailand. 1990-1996 External Debt. 1986-1999 NumberofNewlyRegisteredandBankrupted/Closed Companies.14 Table 4.1 Figure 1. 1990-1996 Common-Size Statements of Public Companies by Ownership Concentration. Ownership Concentration.6 Table 4.4 Table 4. 1990-1996 Financial Ratios of All Listed Firms.10 Table 4.15 Table 4.
Corporate governance has become a major policy concern in the wake of the Asian financial crisis. Weak governance structure, poor investment, and risky financingpracticesofthecorporatesectorintheaffectedcountriescontributedto their sharp economic recession in 1997-1998. The weaknesses in corporate governanceandfinanceunderminedthecapacityofthesecountriestowithstandthe combined shocks of depreciated currencies, massive capital outflows, increased interestrates,andlargecontractionindomesticdemand. Tohelpunderstandcorporategovernanceissuesandtheirimpact,aswell astoidentifyneedsforinterventionsinaddressingpolicyandinstitutionalweaknesses, the Economics and Development Resource Center of theAsian Development Bank (ADB) undertook a regional study on corporate governance and finance in selected developing member countries. The countries covered are Indonesia, Republic of Korea, Malaysia, Philippines, and Thailand. This book presents the major findings of the study. The policy recommendations will supportADBs financialsectorworkinitsdevelopingmembercountries.
Arvind Panagariya ChiefEconomist
Corporate Governance and Finance in EastAsia presents the findings of a regionalstudyofcorporategovernanceandfinanceinselecteddevelopingmember countries of theAsian Development Bank (ADB). The study attempts to identify theweaknessesincorporategovernanceandfinanceincountriesmostaffected by the 1997Asian financial crisis, and recommends policy and reform measures to address the weaknesses. The study covers Indonesia, Republic of Korea, Malaysia, Philippines, and Thailand. The findings of the study are presented in two volumes. Volume One,A ConsolidatedReport,presentsaframeworkforanalyzingcorporategovernance and finance, summarizes the major findings of the five country studies, and provideskeypolicyrecommendationsforstrengtheningcorporategovernanceand improving the efficiency of corporate finance inADB member countries. Volume Two,CountryStudies,collectsfourcountryreports.Wewouldliketothankcountry experts Saud Husnan of Gadsab Mada University, Indonesia; Kwang S. Chung andYen Kyun Wang of Chung-Ang University, Republic of Korea; FazilahAbdul Samad of University of Malaya, Malaysia; Cesar G. Saldaña of PSR Consulting, Inc., the Philippines; and Piman Limpaphayom of Asian University of Science and Technology, Thailand, for their efforts and cooperation in conducting the countrystudies.CesarG.Saldañaalsoprovidedusefulinputstothepreparation oftheconsolidatedreport. The volumes benefited extensively from constructive comments from ADBstaffandofficialsoftheministriesoffinance,centralbanks,securitiesand exchangecommissions,stockexchanges,andcorporaterestructuringagenciesof theeightADBmembercountriesthatparticipatedinthestudysfinalizationworkshop in Manila, on 18-19 November 1999. Our deep appreciation goes to Jungsoo Lee, former Chief Economist, and S. Ghon Rhee, former Resident Scholar, for their strong support at various stages of the study; Manabu Fujimura, for his efforts in organizing the finalizationworkshop;MarceliaGarcia,MarinieBaguisa,Ma.ReginaSibal,andRosanna Benavidez, for their administrative support and assistance; and JosefYap, Leah Sumulong, Graham James Dwyer, Judith Banning,andLynetteMallery, for their editorialassistanceandadvice.
ADB AGM AGSM AMU APEC B BDC BIBF BIS BOC BOD BSDC BSP BUN CB CDRAC CEO CP CRA DER ESOP EVA FDI FSC GAAP GATT GDP GNP HCI IBRA IDFR IEFR IFS IMF IPO IPP JSX NBFI NEFR NPL OECD OTC Asian Development Bank annualgeneralmeeting annualgeneralshareholdersmeeting assetmanagementunit Asia-Pacific Economic Cooperation baht Bond Dealers Club BangkokInternationalBankingFacility BankforInternationalSettlements board of commissioners boardofdirectors BangkokStockDealingCenter BangkoSentralngPilipinas(CentralBank) Bank Umum Nasional convertiblebond CorporateDebtRestructuringAdvisoryCommittee chiefexecutiveofficer commercialpaper CorporateRestructuringAgreement debt-to-equityratio employee stock ownership plan economicvalueadded foreigndirectinvestment Financial Supervisory Commission generallyacceptedaccountingprinciples GeneralAgreementonTariffsandTrade grossdomesticproduct grossnationalproduct heavyandchemicalindustries IndonesianBankRestructuringAgency incrementaldebtfinancingratio incrementalequityfinancingratio InternationalFinancialStatistics InternationalMonetaryFund initialpublicoffering investmentprioritiesplan JakartaStockExchange nonbankfinancialinstitution newequityfinancingratio nonperformingloan OrganisationforEconomicCo-operationandDevelopment over-the-counter
xiii P PCO PD PICPA PLDT PSE PTB ROA ROE Rp RSA SBL SCS SEA SEC SET SFR SMC SSS SOC TIE TQ W US peso planningandcoordinationoffice PresidentialDecree PhilippineInstituteofCertifiedPublicAccountants Philippine Long Distance Telephone Co. Philippine Stock Exchange principaltransactionsbank returnonassets returnonequity rupiah Revised SecuritiesAct singleborrowerlimit shareofacontrollingshareholder Securities and ExchangeAct Securities and Exchange Commission StockExchangeofThailand self-financingratio SanMiguelCorporation Social Security System State-ownedcompany timesinterestearned Tobins Q won UnitedStates
Note: In this volume, $ refers to US dollars, unless otherwise stated.
The currency crisis that began in mid-1997 in Thailand spread quickly to Indonesia and the rest of Southeast Asia. Initially, Indonesia’s monetary authority tried to defend the domestic currency, the rupiah, by widening the intervention band, while maintaining its managed floating system. From 5 to 8 percent in June 1997, when the currency crisis hit Thailand, the band was widened to 12 percent on 11 July 1997 when the crisis started spilling over to Indonesia. After resisting pressure for a short period, the rupiah fell by 6 percent against the dollar on 21 July 1997, the biggest one-day fall in five years. Finally, the Indonesian monetary authority realized that the system could not cope with the continuing pressure on the currency, as the risk of losing all foreign exchange reserves to prop up the rupiah was too high. On 14 August 1997, the monetary authority decided to adopt a free floating exchange rate system. The currency fell further because of strong demand for dollars. As the rupiah weakened, nervous lenders refused to refinance maturing loans, investors cut down and then reversed the flow of funds, borrowers tried to obtain dollars before the rupiah fell further, and individuals joined the chase for dollars. At that time, several banks ran out of dollar notes. From Rp4,950 to the dollar at the end of December 1997, the exchange rate fell to more than Rp15,000 at the height of the crisis in June 1998, although it later stabilized at about Rp9,000. At that exchange rate, it is estimated that half of Indonesian corporations became technically insolvent. The crisis also exacerbated an already deepening political turmoil. The financial crisis devastated the Indonesian economy. In 1998, gross domestic product (GDP) contracted by 13 percent and the inflation
Associate Professor, Faculty of Economics, Gadsab Mada University, Yogyakarta, Indonesia. The author wishes to thank Juzhong Zhuang, David Edwards, both of ADB, and David Webb of the London School of Economics for their guidance and supervision in conducting the study, the Jarkata Stock Exchange for its help and support in conducting company surveys, and Lea Sumulong and Graham Dwyer for their editorial assistance.
and . the controlling families of corporate groups often established banks to provide funds to affiliated nonfinancial companies. Lending activities of affiliate banks that were not sufficiently backed by owners’ equity and the reliance by foreign lenders on the strength of political connections paved the way for risky investments. particularly those with large foreign loans. On the other hand. prior to the financial crisis.5 percent. The construction sector was the worst hit. In this setup.6 percent) and trade (-18 percent). It analyzes the weaknesses of corporate governance in Indonesia. contracting by 36. the currency composition and term structure of corporate foreign indebtedness were causes for concern. Section 1. followed by finance (-26.2 Corporate Governance and Finance in East Asia. placed a high premium on these political connections in assessing the chances of being repaid.5 percent. were the ones most affected. The scale of the financial crisis exposed weaknesses of the country’s corporate sector. Malaysia. how it has affected corporate financial performance and financing. or Thailand. To facilitate even easier access to credit. except utilities.3 looks at patterns of corporate ownership and control. Section 1. posted negative growth. However. patterns of financing. The highly concentrated and family-based ownership structure of corporate groups and companies resulted in a governance structure where corporate decisions lie in the hands of controlling families. and how it contributed to the crisis. Foreign debt reached more than $100 billion.2 presents an overview of the Indonesian corporate sector. These banks were allowed to operate even if they violated minimum capital adequacy requirements. and responses to the financial crisis. The study also identifies family-based companies and corporate groups. When the crisis hit the country. II rate reached 58. Economic growth reached more than 7 percent per year and the inflation rate was kept at single digit levels. highly leveraged companies. These were already contributing to high levels of nonperforming loans (NPLs) in the Indonesian banking sector several years before the 1997 crisis erupted. Vol. Foreign creditors. no doubt. This study reviews the Indonesian corporate sector’s historical development. regulatory framework. the Indonesian economy seemed to be in generally good shape. short-term loans were used to finance long-term investments. this left the Indonesian economy extremely vulnerable. All sectors. patterns of ownership and control. In many instances. and analyzes their importance to the corporate sector in Indonesia. these controlling families had political connections that allowed their companies to enjoy special privileges. Although as a percent of GDP the stock of outstanding foreign debt owed directly by the private sector was smaller than that of the Republic of Korea.
2.2 1. how it was affected by the crisis.5 examines the corporate sector during the financial crisis in terms of its role. medium. substantial volumes of private investment entered the scene. a gradual shift in public investment away from manufacturing took place.6 summarizes the major findings of the study and suggests recommendations to improve governance in the Indonesian corporate sector. only 40 companies replied—39 are private companies and one state-owned company (Bank BNI). Despite the oil revenues. the windfall from oil and gas revenues was an important factor that allowed the Government to promote industrial development via import substitution. In the early 1970s. Section 1. in the course of the fight for nationhood from 1942 to 1950.Chapter 1: Indonesia 3 profiles the corporate sector’s governance characteristics. With the relatively liberal laws governing foreign and domestic private investments introduced by the New Order Government in 1967 and 1968. This section reports the results of an Asian Development Bank (ADB) survey on corporate management and control practices in Indonesian publicly listed companies. It also examines the statistical relationship between corporate performance and corporate governance characteristics. and tobacco industries.4 analyzes corporate financing patterns. textiles. Not all items in the questionnaires were answered by the respondents. However. The industries that emerged were highly import-dependent and reliant on tariff protection. 2 Survey questionnaires were sent to 280 companies listed in the Jakarta Stock Exchange. Up until the mid-1960s. and its response. Subsequently. Section 1. . The Government became directly involved in industry as a result of the nationalization of Dutchowned shipping firms and oil companies. while Chinese and indigenous entrepreneurs ran some large businesses in trading.and large-scale companies were dominated by state-run industrial concerns. 1.1 Overview of the Corporate Sector Historical Development The marked permeability between the State and business in Indonesia goes back to the country’s struggle for independence.2 Section 1.
and employed the bulk of the industrial labor force. In 1992. Third. But these proved counterproductive because they limited the potential for capital gains to prospective investors. Vol. investors were reluctant to supply funds to the stock market because they did not know whom to trust and the mechanisms that could protect small investors and shareholders against expropriation by controlling shareholders were underdeveloped. the value of manufactured exports overtook the value of oil and gas exports for the first time. wood. Last. In the 1980s.2 The Capital Market The Government reactivated the stock exchange in 1977. Regulations in the banking sector led to equities having higher risk but lower returns than bank deposits. Second. While most of the companies were small.4 Corporate Governance and Finance in East Asia. the Capital Market Executive Agency and National Investment Trust tried to attract small investors to the stock market by setting prices and preferring small orders in initial public offerings (IPOs). exports of nonoil products (particularly textiles and footwear. a distinct industrial elite started to emerge. During this period. By 1987. the Indonesian industrial sector was quite diverse. potentially subjects companies to greater regulatory scrutiny. Partly as a result of various government policies. 1. which dominated their respective sectoral outputs and markets. the Government shifted its industrial policy toward the promotion of labor-intensive exports. there were also many rapidly growing large-scale companies and business groups or conglomerates. But until the end of 1988. and related products) had shares in total exports that were rapidly increasing. the number of firms quoted in the stock market was only 24. First. many founding owners of companies were reluctant to go public and dilute their corporate ownership. Export credits with low interest rates were granted to industries that were intensive in the use of local labor and raw materials. . the stock exchange was also unattractive to companies trying to raise capital as they could borrow from state banks at very low interest rates. the dilution of corporate ownership. II the currency needed to be devalued periodically under a managed floating exchange rate system to avoid large current account deficits. These were families with strong links to the political elite of the New Order. A number of underwriters emerged. The equity market remained largely unappealing due to a number of factors. Generally speaking. even when new shareholders do not threaten the control exercised by the original owners. mostly nonbank financial institutions and stockbrokers. produced consumer goods.2.
Since 1977. Conglomerates carried out 210 out of 257 IPOs. the banking sector has undergone many reforms. and increased access of domestic banks to international financial markets. In 1988. However. companies could no longer enjoy low-interest credit from state banks. with a total value of Rp16. 1. The development of the Indonesian stock market also provided a vehicle for the privatization of state-owned companies (SOCs). Interest rate regulations on state banks and credit ceilings in general were removed. However. began to face competition. which up to then was channeling oil revenues to priority sectors. Table 1.1 shows that from 1994 to 1998. . Through the years. The Government also abolished the practice of setting prices for IPOs and removed restrictions on price movements in the secondary market.5 trillion. the number of private domestic banks increased. which were previously constrained to 4 percent per day. more significant reforms were introduced. But in terms of assets per bank. six SOCs had issued equities in the market. Further reforms along the same direction and affecting state-controlled banks came in the 1990s. The Government also allowed foreign investors to buy up to 49 percent of listed shares. priority credits still enjoyed subsidized interest rates and funding from the Central Bank. During this period. Consequently. to date. the liberalization of the banking industry allowed banks to determine lending rates for nonpriority loans. The dominance of state banks started to erode. state-owned banks were still among the biggest. with a total value of more than Rp8 trillion.2. private domestic banks dominated the sector in terms of number and total assets. reduced restrictions on foreign exchange transactions. the banking sector has been and still is the major source of credit for the corporate sector. the capital market played an increasing role in raising long-term funds needed by the corporate sector. from 24 in 1988 to more than 300 in 1997.Chapter 1: Indonesia 5 At the end of 1988.3 The Banking Sector Despite the development of the stock market. Partly as a result of these reforms. However. the controlling shareholder of these SOCs is still the State. These included the opening of the banking industry to new entrants. The initial banking sector reform was introduced in 1983. Thus. the number of listed companies in the stock exchange increased substantially. the legal infrastructure that was supposed to guide the evolution of the banking sector was not backed by effective enforcement. The banking sector.
5 7 9.4 789. In terms of assets.9 291. .8 10 19.9 762. and Bank International Indonesia (ranked 9th).5 528.2 10 14.4 239 222 208 173 Assets and liabilities were concentrated in the top 10 banks.3 30 7.9 10 11. II Table 1.5 27 88.3 201. The other banks among the top 10 were state banks.6 7 12. Vol. and Bank Umum Nasional (BUN) have failed and the first two are now under management of the Indonesian Bank Restructuring Agency (IBRA).5 7 7 7 5 15. Both BCA and BUN have shareholders linked to the former President Suharto.9 39 18.6 34 14. Bank Danamon (ranked 7th). Among private domestic banks.8 10 37.9 304. the 10 largest were all affiliated with major business groups.6 240 1996 1997 1998 1999 141.9 31 9.7 27 37. banks could earn profits even when they did not gather and process information about risk. 1993 100. Because regulation was weak.6 164 144 130 92 387.1 10 47.8 29 6.8 31 10. private domestic banks among the top 10 in 1997 included Bank Central Asia (BCA) (ranked first and linked to the Salim group). Bank Danamon.5 165 308.7 351.1 240 1995 122.5 27 66.1 Growth of the Banking Sector. BCA. while BUN has been closed down by the Government.8 391.8 166 248.8 27 200.8 27 147.9 27 113.6 Corporate Governance and Finance in East Asia. 1993-1999 Type of Bank State-Owned Banks Assets (Rp trillion) Number of Banks Foreign Banks Assets (Rp trillion) Number of Banks Joint Venture Banks Assets (Rp trillion) Number of Banks Regional Government Banks Assets (Rp trillion) Number of Banks Private National Banks Assets (Rp trillion) Number of Banks Total Assets (Rp trillion) Number of Banks Source: Bank Indonesia. But the banking system proved incapable of performing its intermediation function.2 161 214.4 34 12. Of these.4 10 35.3 27 51.0 234 1994 104. The deregulation of the banking industry and the liberalization of the capital account created a variety of new sources of financing for the corporate sector.6 7 7.9 248.3 10 17.
1990-1998 ($ billion) Type of Flows Net FDI Net Portfolio Investment Foreign Bank Loans 1990 1991 1992 1993 1994 1995 1996 1997 1998 1. such as metal goods.00 2. Increasingly. . the Government allowed foreign investors to own 100 percent of an Indonesian company.59 billion in 1996.2. Net FDI flows increased to $5. November 2000. foreign investment also had a strong presence in the services and infrastructure sectors. From the mid-1980s until July 1997.09 1.2.78 2. Joint BIS-IMF-OECD-World Bank Statistics on External Debt.4 Foreign Capital The years of rapid industrial growth attracted a large amount of foreign direct investments (FDIs). FDI flows were strong.Chapter 1: Indonesia 7 Foreign and domestic banks defaulted on their responsibility of deciding where capital should go and ensuring that it was used in the most effective way. Until the onset of the crisis.63) (1.01) (0. Successive policy deregulation facilitated FDIs in various light manufacturing industries. Indonesia received capital inflows averaging about 4 percent of GDP. In 1994.09) 1. September 2000. But FDIs were only one form of foreign capital inflows to Indonesia.11 3.87 7. except in certain strategic sectors.09) (0. Source: IFS CD-ROM. Most FDIs came in through joint ventures with business groups having strong political connections.50 (0. Table 1.33 (13. especially through bank loans. there was a phenomenal growth in direct borrowings by Indonesian corporations. as shown in Table 1. when the financial crisis hit Indonesia. 1. In effect. In the 1990s. Although these inflows were not nearly as large as those received by Thailand (10 percent of GDP) and Malaysia (9 percent of GDP).10 5.01 (2. IMF.40) (0. and footwear.15) — = not available.2 Foreign Capital Flows.88) — — — — — — 8. they still amounted to a large sum for the economy to absorb.81 3. initially from Japan and the Republic of Korea.88 4.59 4. there was an explosion of credit for which the probability of repayment was based on little but blind faith in the sustainability of rapid growth and on the presumption that political connections were as good as government guarantees against bankruptcy of borrowers. textiles.48 1. foreign creditors were eager to provide financing to Indonesia.74 5. Between 1990 and 1996.
The private sector left foreign loans unhedged because the depreciation of the rupiah had never reached more than 4 percent annually since the 1986 devaluation under the managed floating system. especially the short-term ones. .5 Growth and Financial Performance While it was obvious that the term structure and currency composition of debt suggested problems in the run-up to the crisis. the limit on foreign portfolio investment was removed and foreign investors were allowed to buy up to 100 percent of shares of a listed Indonesian company.2. but declined to an average of 25 percent during 19951997. Domestic corporate debt was about $50 billion equivalent. The following section looks at the growth and financial performance of the corporate sector. Private borrowers preferred foreign loans since these were relatively cheaper. an interesting question is whether standard measures of corporate profitability and performance also indicated the same. In November 1998. of which two thirds were rupiah-denominated. foreign investors began to dominate daily trading. This is lower than the average borrowing rate of 18 percent for loans in domestic currency. Due to data constraints. allowing foreign investors to buy up to 49 percent of stocks of a publicly listed company. The Government relaxed this restriction in 1988. By the end of 1997.4 trillion in 1997. In the 1990s. From 1987 to 1996. 1. with the onset of the Asian crisis. The external corporate debt owed to foreign commercial banks was $67 billion. Consequently. In September 1997. the average foreign ownership of listed companies was 21 percent. II Up until the late 1980s. more than 50 percent of total Indonesian private debt and 60 percent of total foreign exchange debt were owed to 175 foreign banks and other foreign financial institutions. foreign banks became a significant source of financing for the corporate sector. Capital account liberalization permitted the inflow of foreign capital that fueled the credit boom in the country. participation in the Indonesian stock market was exclusive to domestic investors. total corporate debt reached nearly $118 billion. the average borrowing rate for dollar loans was 9 percent. state-owned companies (SOCs). This increased to 30 percent by the end of 1993. Vol.8 Corporate Governance and Finance in East Asia. increasing the total trading value from Rp8 trillion in 1992 to Rp120. the analysis focuses only on publicly listed companies. and conglomerates. The excessive dollar borrowings made the corporate sector vulnerable to sudden currency fluctuations. plus 4 percent for the depreciation of the rupiah. Between 1989 and 1992.
0 6. 1996.0 64.6 24. and 1992.9 310.2 30.3 shows the growth and financial performance of Indonesian publicly listed companies.4 1996 18.0 12.7 — 250.0 12.7 percent in 1997.3 3.4 percent. the average DER increased to 310 percent from 230 percent the . Note: The number of firms is not identical for each year. Asset turnover was above 30 percent until 1996.3 6.1 0.2 1995 37.Chapter 1: Indonesia 9 Publicly Listed Companies Table 1.5 240.5 34.6 3.4 1993 45. 250 firms. but dropped to 1. 246 firms.6 1994 50. a Value added was assumed to be 30 percent of total sales. In 1997. 1992-1997 (percent) Item Growth Indicators Sales Growth Share of Value Added in GDPa Asset Growth Financial Indicators Debt-to-Equity Ratio Return on Equity Return on Assets Asset Turnoverb 1992 — 3.5 34.0 3. The growth of listed companies was sustained by continuing investments.9 37. 248 firms. 226 firms. Table 1.4 31. 174 firms. Average return on equity (ROE) of listed firms was 11. 1995. Source: JSX Monthly (several publications).4 38.7 — = not available.1 220.8 6. Net profits grew at an annual rate of more than 20 percent from 1992 to 1996. During 1992-1997. 1993.2 7. there were 204 firms.6 48.7 3. When the crisis battered Indonesia in 1997.5 37.1 percent in 1997 when the crisis began to buffet Indonesia. Return on assets (ROA) was also relatively stable during 1992-1996.5 3. while total assets grew at 43 percent. 1994.0 12. but fell to 24.0 11.4 1997 7. but declined to 0. averaging 3.3 Growth and Financial Performance of Publicly Listed Companies.1 4. total sales of listed companies grew at an annual average rate of 31 percent.8 220. The debt-to-equity ratio (DER) was high compared to those of listed companies in Malaysia and the Philippines. although the contribution increased over time. b Asset turnover is defined as sales over assets.8 percent between 1992 and 1996.6 percent in 1997. Despite such rapid growth.0 33.0 1.8 230. but turned negative in 1997. publicly listed companies as a group contributed less than 10 percent to GDP.0 10. ranging from 220 to 250 percent between 1992 and 1996.
property. the property sector was severely affected by the crisis. the mining sector ranked first. with ROE falling to -11. and services. This sector was less affected by the crisis.10 Corporate Governance and Finance in East Asia. II previous year. which operated in nickel and copper mining in 1992 and 1993. For instance. The consumer goods sector ranked second in terms of ROE. investment. the fluctuation in nickel and copper prices contributed to the oscillation of ROE. meanwhile. helped in part by the relatively strong demand for consumer goods. although asset turnover was slow. it appeared that the performance of listed companies was quite satisfactory prior to the crisis. ROE fell drastically because the sector had one of the highest DERs.3 percent between 1992 and 1996. Also. However. averaging 21. Meanwhile. the companies in the sector did not operate with a high leverage. the dominant sector was the finance sector. indicating its reliance on equity to support growth. When interest rates increased. Overall. miscellaneous industry. still posting a positive but lower ROE. But the sector’s ROE fluctuated a lot. mining. trade. averaging 17. only two sectors (mining and finance) showed a consistently increasing trend from 1992. In terms of sales and asset levels in 1997. The ROE levels suggest that high leverage enabled listed companies to achieve high returns on equity. followed by agriculture (Table 1. During those years.2 in 1997.7 percent during 1992-1996. Four sectors (basic industry and chemicals. and building construction. due mainly to the domination of the International Nickel Company of Canada. the mining sector had the highest ROE.73 percent in 1992 to 1. increased from 0. and building construction sectors had the highest DERs because companies in these sectors found it easy to obtain credit from banks. The Jakarta Stock Exchange (JSX) classified listed companies into nine sectors: agriculture. In terms of share of value added to GDP. real estate. ROA of all sectors dropped in 1997.4). basic industry and chemicals. Most companies in the sector that had unhedged dollar-denominated loans suffered exchange rate losses when the rupiah weakened. This indicates that a substantial part of corporate debt was denominated in dollars and unhedged. property. consumer goods. The same applied to the trade sector. finance. and services.5 presents the financial performance of listed companies by sector. miscellaneous industry. the banks eagerly provided credit to property development companies. investment. and trade) even posted . The finance. The finance sector’s contribution to GDP. the mining sector had the lowest DER. and trade. real estate. From 1995. and property. in terms of growth of sales and assets. Before the crisis. Table 1.64 percent in 1997. infrastructure. when the property sector was booming during 1993-1997. Vol.
0 16.7 54.3 31.4 0.2 5.0 0.7 90.0 1996 1997 58.3 340.6 28.5 (8.8 32.5 1.5 23.2 59.5 95.1 0. and Services Asset Growth Agriculture Mining Basic Industry and Chemicals Misc. Real Estate.4 30.9 54.3) 39. Investment.6 0. 1992-1997 (percent) Indicator/Sector Sales Growth Agriculture Mining Basic Industry and Chemicals Misc.5) 6.4 1.6 135.6 (0.9 14.8 29.4 21.5 61.5) 13. Infrastructure Finance Trade.7 — — 11.1 1.0 (28.3 51.2 11.4 31.6) 119.5 (11.6 26.7 133. and Bldg.7 112.1 1.5 68.6 51.1 0. and Services Share of Value Added in GDP Agriculture Mining Basic Industry and Chemicals Misc.5 1.4 103.4 170.6 133.1 — 39.9 (7.5 13. Investment. and Services Net Profit Growth Agriculture Mining Basic Industry and Chemicals Misc.1 0.3 0.4 (149.7) 26.0 1.2 0. Infrastructure Finance Trade. Infrastructure Finance Trade.7 0.0 22. 1992 — — — — — — — — — — — — — — — — — — — — — — — — — — — 0. Constn.9 59.8 1.3 (203.7 21.0 (192.1 23.2 41.7) (27.1 1.9 . Industry Consumer Goods Industry Prop.2 41.0) 46.3 92.9 0. Real Estate.4 1.9 64.1 0. Investment. Constn.4 1993 155.1 0.6) 25.2 0.0 0.7 43.6 0.6 1994 (75.Table 1.4 43. and Bldg..1 0.1 71.9 54.7) (113.1 0.1 42.2 14.1 35.7 0.4 77.8 62.6 0.6 22.1 0.3 1. Source: JSX Monthly (several publications).7 1995 51.4) 6.0 0.0 0.1 32. and Bldg.8 (76.3 0.8 1.7 17.1 (11.6 24. and Services — = not available.1 1.8 66.2) 0. Industry Consumer Goods Industry Prop.4) 8.0 (20.9 123. Real Estate.3 31.1 16.5 45. Investment. and Bldg.9 8.9 53.1 (41. Real Estate.8 51.8 27. Constn.6 85.0 68.0 24.6 15.8 50.4 Growth Performance of Publicly Listed Companies by Sector.3 0.9 36.6 0.9 25.4 38.2 35.5 92..0 0.4 44.1 1.3 0.8 28. Constn.5 0.5 0.8 0.9 31.7 28.8) 0.0 18.7) 17.6 (41.4 1.0 0.5) 49.1 28.6 83.3 0.5 53.3 17.7 34.4 30.7 40.3) 53.8 24.8) (12.5 9. Infrastructure Finance Trade.0 43.1 0. Industry Consumer Goods Industry Prop.5 1.2 13.9 1..0 64.7 (82.7 62..1 0.4 64.7 — 36.5 28.7 24.0 31.1 67.9 0.6 1.6) 19. Industry Consumer Goods Industry Prop.
0 120. 1992 20.3 5.7 5.7 46. and Services Return on Assets Agriculture Mining Basic Industry and Chemicals Misc.1 3.0 180.0) 7.0 170.9 7.8 3.1 7.Table 1.0 15.5 Financial Performance of Publicly Listed Companies by Sector.7 12.0 160. Investment.3 33.0 19.7 71. Real Estate.1 1.7 13.7 4.9 10.4 4.0 180.0 140.9 4.. Investment.2 6.2 53.4 5.1 1994 80.0 80.0 160.0 (0.2 15.3 17.5 1995 80.3 73.0 380.1 63.2 7.0 80.2 30.0 70.5 5.0 700.0 66.2 39.1 65.7 5. Constn.3 18.7 10.0 630.1 1996 100.1 11.6 8. and Services Return on Equity Agriculture Mining Basic Industry and Chemicals Misc.0 110.0 9.6 18.8) 8.9 87. Investment.4 .2 23.2 8.8 8.7 8.0 17.8 20. Infrastructure Finance Trade.4 1.6 74.0 120.0 3.2 11.7 61. Real Estate.3) 5.9 29.5 43.0 100. Industry Consumer Goods Industry Prop.0 60.0 14.0 1997 230. and Bldg.8 9.6 1.8 11.2 3.3 17.2 1993 130.5 4.0 86.4 6..0 120.7 26.8 67.6 13.0 140.0 560.0 180.3 13.0 150. Industry Consumer Goods Industry Prop.7 12.8 16.9 41.4 13.8 11.1 (3.4 20.2) 7.6 14. Constn.8 479.0 190. Real Estate.9 17.3 7.0 3.0 100.7 (3. and Services Asset Turnover Agriculture Mining Basic Industry and Chemicals Misc.2) 15.0 110.4 46.2 (4.1 10. Constn.4 35.0 50.2 111.4) (1.1 10. Infrastructure Finance Trade.0 130.3 38.7 1.7 10.1 9.0 220.0 8.7 4.5 4.0 120.0 190.0 100. and Services Source: JSX Monthly (several publications).2 3.0 70.9 42.5 7.5 19.3 0.1 9.7 9.5 11.0 110. and Bldg.6) 36..9 40.0 110.0 160.2 13.0 100.5 14.0 12. Investment.0 69.4 17.1 6.7 8.1 4..4 46.6 (2. 1992-1997 (percent) Indicator/Sector Debt-to-Equity Agriculture Mining Basic Industry and Chemicals Misc. Infrastructure Finance Trade.6 13.9 38.0 80.0 110.0 11.4 13.9 38.4 6.1 (5.8 25.0 150.6 19.0 650.0 190.1 4.3 64.3 7.0 90.8 168.1 13.9 14.0 150.1 10.1 8.2 7.8 44.8 81.8 5.6 23.0 8. and Bldg.3 1.1 89.4 79.7 10.6) 18.8 382. Infrastructure Finance Trade. Real Estate. Constn.0 110. Industry Consumer Goods Industry Prop.4 35.0 210. Industry Consumer Goods Industry Prop.0 70.6 (11.0 110.7 12.7 1.1 4.7 4.6 8.5 17.4 71.5 56.0 650.1 2.0 46.0 39. and Bldg.5 13.0 680.
4 percent the following year. ROA had been at high levels from 1992 to 1995.1 percent in 1993. Trade had the highest ROA of 39. much lower than that of companies listed in the stock exchange. banks (seven companies). Six SOCs were listed in the Jakarta Stock Exchange.6). SOCs’ ROE ranged from 6. Asset turnover rates were lower relative to those of publicly listed companies. Similarly. The Department of Mining and Energy ranked first in terms of sales of SOCs under its control. While asset turnover rates of publicly listed 3 4 SOCs are those in which the State has at least a 51 percent equity interest. insurance (11 companies). but dropped dramatically to 4.3 trillion. The sectoral distribution of 165 SOCs is as follows: nonfinancial (143 companies). the Department of Finance supervised 30 SOCs. This was relatively high compared to the 3. between 1993 and 1995. Only the agriculture sector showed an increase in ROA in the couple of years before 1997.7 percent in 1990 to 6 percent in 1996. averaging 24 and 31 percent. the ratio decreased from 8. Assuming a fixed ratio of value added to sales.Chapter 1: Indonesia 13 negative ROA. This was due to large sales by the National Oil Company (Pertamina). there were 58 SOCs with subsidiaries and affiliates.7 percent. SOCs’ sales growth fluctuated during 1990-1996. which collectively had the largest assets. respectively. State-Owned Companies At the end of 1995. growth of net profits and assets was erratic. These growth rates were low compared to those for listed companies during the same period. and finance company (four companies). The DER was slightly higher than for listed companies.7 to 7 percent for publicly listed companies. the SOCs’ value added as a percentage of GDP ranged from 6 to 8. SOCs diversified into many businesses. However. SOCs actively operated in various sectors4 under the supervision of “technical” departments. the subsidiaries and affiliates number 459 with total assets of Rp343.3 percent in 1995. and basic industry and chemicals sectors had relatively stable ROA before the crisis. indicating SOCs’ declining contribution to GDP. The finance and miscellaneous industry. Just like private companies.1 percent in 1992 to 28. but it continuously declined from 370 percent in 1992 to 250 percent in 1995. By 1995. registering an average annual rate of 10 percent. .6 to 8. increasing from 21. there were 165 state-owned companies (SOCs)3 in Indonesia.8 percent between 1992 and 1995 (Table 1. Taken together. For instance.
6 Growth and Financial Performance of State-Owned Companies.14 Corporate Governance and Finance in East Asia.7 16.3 30.7).4 13.2 23.1) 5.4 1993 16.6 1995 25.7 Growth Performance of the Top 300 Conglomerates.0 28. Vol.7 (2.0 12.6) 260.6 28.0 17.5 3.3 12. 1990-1997 (percent) Item Sales Growth Share of Value Added in GDPa 1990 1991 1992 1993 1994 1995 1996 1997 — 17.4 13.2 — 370.8 12. the contribution of conglomerates to GDP increased from 12. Source: Indonesian Data Business Center.4 13.8 percent in 1990 to 13.1 30.0 8. but climbed to 30. but dropped to 11.2 percent in 1997 (Table 1. a Value added was assumed to be 30 percent of total sales. Table 1.0 24.0 7.8 21. SOCs’ asset turnover rates showed a downward trend from 32.3 250.766 business units.5 Conglomerates This study used available data on the top 300 conglomerates in Indonesia.4 16. mostly private companies.1 trillion in 1990 to Rp234 trillion in 1997. Assuming a constant ratio of value added to sales.1 6. these conglomerates owned 9. Table 1.7 1994 (9. Source: Indonesian Data Business Center.1 19.4 percent in 1992 to 28.6 28. 1992-1995 (percent) Indicator Growth Indicators Sales Growth Share of Value Added in GDPa Assets Growth Financial Indicators Debt-to-Equity Ratio Return on Equity Return on Assets Asset Turnoverb — = not available.1 310.4 percent in 1994.6 percent in 1994. a Value added was assumed to be 30 percent of total sales.0 6.1 32. Their total sales increased from Rp90.8 11.7 13.1 12. In 1997.4 7.0 8. 1992 — 7.2 18.5 percent in 1995.2 — = not available. b Asset turnover is defined as sales over assets. II companies consistently declined over time. .
If the BOC does not perform well. In general. The actual responsibilities of BOCs vary by company and are stipulated in the company’s charter. the Government promulgated a number of laws and regulations to protect investors. The law replaced an earlier statute that was based on the Dutch system. an approval needs the majority (50 percent plus one) vote. acquisitions. The BOC. This guards against shady intercompany dealings within a group of companies. the legal and regulatory framework of the corporate sector was far from adequate. is the only shareholder mechanism for monitoring and controlling the BOD. The law also holds the directors and commissioners jointly responsible for decisions made by the company. a member company might sign a disadvantageous contract with another company where the same controlling shareholder has a higher stake. The company charter details the issues that need shareholder meeting approval. By international standards. The Corporate Law The Corporate Law of 1995 governs the establishment and operation of limited liability companies in Indonesia. and the attendance should at least be two thirds of total shareholders. such as the appointment (or replacement) of directors. The 1995 law requires limited liability companies to set up two boards: the board of commissioners (BOC). however. mergers. tasked to provide direction to the company. tasked with supervising the firm. the decision to amend the company charter should be approved by two thirds of shareholders present in the meeting. shareholders lose control. The law mandates the BOC and BOD to work for the best interests of the company and not just of the shareholders. The BOD undertakes operating decisions while the BOC participates in strategic decisions and operations review.6 Legal and Regulatory Framework During the 1990s. the decision to use certain company assets as collateral for bank credit might need BOC approval. For mergers. except in strategic issues stated in the law. For example. The meeting decides on important issues. commissioners. . and declaration of bankruptcy.2. A chairman heads the BOC while a chief executive officer (CEO) heads the BOD. as representative of shareholders.Chapter 1: Indonesia 15 1. and the accountant. For instance. For instance. The law also specifies that the highest “institution” in the limited company is the shareholders’ meeting. The law explicitly requires approval during the meeting of decisions on strategic issues such as amendment of the company charter (articles of incorporation). and the board of directors (BOD). and consolidations.
(xii) mandatory disclosure of connected interests. It also regulates reporting and auditing procedures. and other supporting agencies. (iii) proxy voting by mail. delineating the tasks and responsibilities of the Capital Market Supervisory Agency. (xi) mandatory disclosure of transactions by significant shareholders. (xv) mechanisms to resolve disputes between the company and shareholders. II acquisitions. (v) preemptive rights on new share issues. some listed companies sell no more than a small proportion of shares to the public in order to retain the freedom of the founders to make strategic decisions. and administrative and legal punishment. . (xvii) mandatory independent board committee. securities companies. (iv) cumulative voting for directors. (ix) mandatory shareholders’ approval of interested transactions. The law provides the following rights to or protection of shareholders: (i) access to regular and reliable information free of charge. (vii) the right to call an emergency shareholders’ meeting. and (xviii) severe penalties for insider trading. (ii) proxy voting. Vol. The Capital Market Law The Capital Market Law (1995) regulates companies listed in the stock exchange. A tender offer is also required for acquisitions of up to 20 percent of listed shares. and the attendance should at least be three fourths of total shareholders. the decision should be approved by three fourths of the shareholders present. (x) mandatory shareholders’ approval of major transactions. and guidelines promulgated by the head of capital market supervision. underwriters. Examples in the area of corporate governance are guidelines for situations that can potentially lead to conflicts of interest and for acquisitions of substantial shares of listed companies. Controlling shareholders have no vote on the matter. (xiv) mandatory disclosure of intercompany affiliation such as affiliated lending or guarantees. (xiii) mandatory disclosure of nonfinancial information. transparency requirements. investment advisors. Because of such requirements. An important rule is the requirement for independent shareholders’ approval for arrangements that might lead to conflicts of interest. brokers. It regulates the requirements of investment companies. decrees of the finance minister. insider trading (including market rigging and manipulation) investigation.16 Corporate Governance and Finance in East Asia. investment managers. (xvi) independence of auditing. (viii) the right to make proposals at the shareholders’ meeting. such as custodian banks and the securities registration bureau. and bankruptcy. consolidations. The law is supplemented by Government regulations. (vi) one share one vote.
the viability of a project). A new bankruptcy law was passed in August 1998.1 Corporate Ownership Structure Quality of corporate governance is closely related to corporate ownership structure (see discussions in the Consolidated Report of this study). 1. families. holding companies. creditors of unsecured loans are unprotected when borrowers fail to meet their obligations. amended in October 1998.g.3. Discussions on corporate ownership cover listed companies and conglomerates. It reveals characteristics of controlling shareholders.3 Corporate Ownership and Control This section looks at the ownership structure of the corporate sector and reports the results of an ADB survey on corporate management and control of publicly listed companies. or 20 shareholders. Banking Laws Affecting the Corporate Sector Some elements of the banking law also affect the corporate sector. Unsecured creditors could proceed against a debtor in default based on loan covenants and through the legal process of collection against the latter’s assets. for instance. or financial institutions. etc. 1. Banking regulations also set lending limits. states that a bank is not allowed to provide credit without collateral. It aimed to protect creditors by providing easier and faster access to legal redress. However. The court can declare the debtor bankrupt upon the request of at least two creditors and default on one loan.. The old bankruptcy law based on the Dutch system was biased in favor of debtors and made it almost impossible for creditors to seek court resolution when debtors defaulted. capital adequacy. A Commercial Court was also set up to deal with bankruptcy cases.Chapter 1: Indonesia 17 Bankruptcy Law Despite loan covenants. the Banking Law (1992). . whether they are individuals. Ownership concentration is usually measured by the proportion of shares owned by the top one. net open positions. the collateral could take the form of nonphysical assets (e. five. For instance. The two most important elements of ownership structure are concentration and composition.
the five largest shareholders owned 68. 3. and Berlian Laju Tankers (liquid bulk maritime transportation services) issued 48. Data from the Indonesian Capital Market Directory (various publications) show that between 1993 and 1997. II Publicly Listed Companies Table 1.5 1997 48.2 1.6. mining. When a company goes public.6 3.3 1995 47.8. Meanwhile.8 68. This is because a few companies in the transportation sector issued high proportions of shares to the public.9 Source: The Indonesian Capital Market Directory. Rig Tenders Indonesia (shipping services) issued 51.6 percent.7 1994 48.0 4. about two thirds of publicly listed companies’ outstanding shares were owned by corporations that were directly or indirectly controlled by families.1 4.1 1. 13.6 13. The percentage owned by each of the five largest shareholders was 48. When a company makes a rights issue.1 13.0 2.9 2.5 Average 48. The pattern of ownership concentration changed little over this period.6 68. issued 93.2 11.18 Corporate Governance and Finance in East Asia.9.9 percent of total outstanding shares.5 percent.8 shows average proportions of shares owned by the five largest shareholders of publicly listed companies during 1993-1997. Table 1. Vol.0 0. respectively.9 0.0 0. for instance.0 1.7 1996 48.4 2.8 68. the founder usually continues to own the majority of shares through a . ownership widely held by the general public is highest in the infrastructure and transportation sector (not shown in the table). and 0. On average. Zebra Nusantara (taxi services). 1993-1997 (percent) Shareholder Rank First Largest Second Largest Third Largest Fourth Largest Fifth Largest Total 1993 50.7 3.5 16. This is partly due to the prevailing practice of raising equity through rights issues in Indonesia.5 12.9 shows that ownership by the largest shareholder in 1997 was more concentrated in the agriculture.8 Ownership Concentration of Publicly Listed Companies.6 3.2 67. consumer goods.6.6 4. the controlling shareholders usually act as standby buyers.1 0.9 2. 2.0 67.8 1. and basic industry and chemicals sectors than in others. This preserves the pro rata share of existing shareholders.4 percent.9 14.5 72. Table 1.
Industry Consumer Goods Industry Prop. and Services Average Source: The Indonesian Capital Market Directory. In fact. Legal and regulatory developments may have been impeded by the concentration of corporate wealth in .0 5.Chapter 1: Indonesia 19 fully-owned limited liability company (Perseroan Terbatas).9 44.3 48. is strong.2 46.9 1. (1999) also found.9 0..1 1. on the other. In terms of capitalization. and the efficiency of the judicial system.4 6.7 percent of the market. Real Estate. Util.4 1.1 1.1 0. Indonesia has the largest number of companies controlled by a single family. First Second Third Fourth Fifth Biggest Biggest Biggest Biggest Biggest 54. Constn.2 2. the rule of law.1 13. The findings suggest that the concentration of corporate control in the hands of few families is a major determinant of the evolution of an inefficient legal and judicial system. 1997 (percent) Sector Agriculture Mining Basic Industry and Chemicals Misc.7 1.6 percent of total market capitalization while the top 15 families control 61. and corruption. Most of the five largest owners of Indonesian publicly listed companies are limited liability companies rather than individuals.3 36.2 This is confirmed in Claessens et al. as well as the existence of corruption.4 4. that the correlation between the share of the largest 15 families in total market capitalization.9 44.1 11.4 11.4 44.1 2. and Bldg. which shows that in 1996.7 6.7 13.1 0.2 10. on the one hand.9 50.2 15.1 1. (1999).6 percent were widely held.5 58. the top family controls 16. Claessens et al.7 9.6 1.3 0.6 0.3 0. Thus the founder keeps the proportion of shares necessary to retain control over management of the listed firm.1 percent) of Indonesian publicly listed companies were in family hands..2 0.3 14.6 2. two thirds (67.5 1. and only 0. in a cross-country study.4 54.9 Ownership Concentration of Publicly Listed Companies by Sector.1 2.6 9.3 2.9 3. Table 1.8 14. These figures suggest that ultimate control of the corporate sector rests in the hands of a small number of families.1 2.7 4. Infrastructure.5 4. and Transportation Finance Trade. Investment.1 1.6 8.
42 percent in December. Batak. political affiliation. Sundanese. This may indicate that the New Order Government. but later declined and steadied at around 25 percent.20 Corporate Governance and Finance in East Asia. foreign ownership increased to 21 percent. accounting for 64 percent of total conglomerate sales in 1988-1996. conglomerates established before 1969 dominated in terms of sales. it rose to 30 percent. Among the top 300 conglomerates. Family control is said to have positive effects in that it allows group members in conglomerates to make strategic decisions quicker. In Indonesia. most were established during the New Order Government. the onset of the crisis negated this development. II the small number of families and the tight links between companies and the Government.5 Conglomerates Table 1. When the Government allowed foreign investors to buy up to 49 percent of listed shares in 1988. the Government allowed foreign investors to buy up to 100 percent of listed shares. numbering 162 in 1988 and 170 in 1996. If the role of a limited number of families in the corporate sector is so large and the Government is heavily involved in and influenced by business. Indian. The corruption and regulatory problems generated by high ownership concentration by families in Indonesia are likely to overwhelm its benefits. In September 1997. The nonindigenous businesspeople are usually Chinese. their number increased to 5 In 1997. But these benefits are few and often dubious compared to the high costs of concentration. However. resulting instead in a decline in the proportion of foreign investor ownership. Coordination is easier because informal communication channels exist. During 1988-1996. and Padang. From 193 in 1988. the legal system is less likely to evolve in a manner that protects minority shareholders. In 1993. or other ethnic groups. However. ethnicity. and family origin.10 shows the anatomy of the top 300 conglomerates in terms of year of establishment. with all its regulations. Vol.55 percent in August to 25. the proportion of foreign ownership declined from 27. there is a dichotomy between corporations owned by indigenous and nonindigenous businesspeople. was able to create a favorable environment for business development. Indigenous businesspeople include the Javanese. nonindigenous groups owned a larger proportion of the top 300 Indonesian conglomerates. .
4 48.3 120.1 46. its sales reached Rp1.8 36.6 trillion in 1988 to Rp137.1 21.1 87.7 89.4 59.1 103.3 20.1 41.8 12.8 Source: Indonesian Business Data Centre.5 120.9 14.8 25.0 58.8 57.8 38.9 42.4 18.4 68.0 31.7 106. Their total sales also increased from Rp38.0 18.0 28.8 68.1 42.5 21.2 48.4 52.4 19.8 28.9 billion.5 22.1 46.9 137.9 77. 204 in 1996. While they supplied 20.4 trillion in 1996.4 16.4 31.2 30.9 47.4 15.4 37. Meanwhile.9 73.2 23.6 77.6 114.1 25.4 22.3 134.4 32.2 29.6 54.Chapter 1: Indonesia 21 Table 1.1 33.4 59.7 95.1 52.0 44.1 179.4 31.9 13.6 34.3 101.6 95. sales of the Bakrie group before it went public in 1990 were only Rp369.2 76.8 30.1 percent of total .7 64.0 116.7 40.7 24.9 35.2 33.4 69.5 106. For instance.3 43.4 81. Conglomeration Indonesia 1997. more than five times its 1988 level.3 36.0 15.2 12. due to their “go public” activities.9 trillion.4 57.10 Anatomy of the Top 300 Indonesian Conglomerates.4 86.3 80. the number of mixed groups declined from 86 in 1988 to 68 in 1996.1 58.0 58.7 28.2 159.8 49.7 49.6 12. In 1996.6 17. 1988-1996 Item Number of Groups Year of Establishment Before 1946 1946-1968 1969 Forward Ethnicity Mixed Nonindigenous Indigenous Political Affiliation Nonofficial Official-Related Origin Family Nonfamily Sales (Rp trillion) Year of Establishment Before 1946 1946-1968 1969 Forward Ethnicity Mixed Nonindigenous Indigenous Political Affiliation Nonofficial Official-Related Origin Family Nonfamily 1988 1989 1990 1991 1992 1993 1994 1995 1996 13 125 162 86 193 21 260 40 176 124 13 125 162 83 196 21 259 41 175 125 13 123 164 80 196 24 260 41 171 129 13 120 167 76 199 25 260 40 174 126 13 118 169 76 198 26 262 38 172 128 12 122 166 71 201 28 263 37 171 129 12 122 166 69 205 26 262 38 172 128 11 120 169 71 204 25 260 40 177 123 10 120 170 68 204 28 259 41 175 125 9.
Djuhar Soetanto. their contribution declined to 13. In 1996. II sales in 1988. Average sales of official-related conglomerates were substantially greater than nonoffficial-related ones during 1988-1996. But listed companies within conglomerates were few.2 trillion.7 percent in 1996. banks that had to be closed down included Bank Surya (owned by Sudwikatmono) and Bank Andromeda (owned by Bambang Trihatmodjo). Political alliances between entrepreneurs and officials have often led to the violation of regulations meant to promote prudent business practices in the banking industry. and Fast Food (restaurants). Only about 13 percent were formed by official or ex-official families. Conglomerates were also classified into nonofficial. But only a handful of these companies are listed in the market. Out of 174 companies. In 1996. The Suharto family is the largest stockholder in Indonesia. The Salim group. which is the largest conglomerate in Indonesia. Most of the top 300 conglomerates were established by ordinary citizens. or have resulted from alliances between entrepreneurs and officials. The contraction in the number and economic contribution of mixed groups may be an indication of increasing social polarization along ethnic lines. compared with the less than Rp700 billion of a nonofficial-related conglomerate. In November 1997. Vol. owns four groups with many subsidiaries and affiliate companies. including Indofood Sukses Makmur (food industry). Banks owned by groups or conglomerates typically act as a “cashier” that provides credit to companies within the group. there were 175 groups that originated from a family business.and officialrelated groups. In 1997 and 1998. Indocement Tunggal Prakarsa (cement industry). The high NPLs accumulated by banks within official-related groups could be partly attributed to this practice. 117 are jointly owned by the family and 57 are owned by individual family members. for instance. average sales of official-related conglomerates reached Rp1.22 Corporate Governance and Finance in East Asia. Bank Indonesia. Official-related groups have owners (or founders) who are or are allied with former or current government officials (or their families). collectively controlling . The well-known official-business alliances are those between Sudwikatmono (former President Suharto’s cousin) and Soedono Salim. and Ibrahim Risyad of the Salim group. Bambang Rijadi Soegomo. Prudential credit analysis tends to be ignored. most of the 16 liquidated banks had violated the legal lending limit set by the central bank. Some of them later became public companies by listing in the stock market. More recent alliances were between Bambang Trihatmodjo (former President Suharto’s son) and Johannes Kotjo. and Wisnu Suhardhono of Apac-Bhakti Karya.
Semen Cibinong. Cross-Shareholdings Cross-shareholding is one way to enhance corporate control and occurs when a company down the chain of control has some shares in another company within the same chain. In so doing. The BOC chairperson often represents the controlling party of the company. 1999). The families retain control of the companies through ownership. continue receiving some kind of protection and special treatment. they still control the work of the directors. But it is difficult to obtain data on cross-shareholding among firms. or both. but those of the entire group. He or she could either be the biggest shareholder. Cross-holdings between financial and nonfinancial firms potentially create more serious problems. If the family members cannot actively manage the companies as directors. which were liquidated or recapitalized after being acquired by the Tirtamas group that owns a listed cement company. The family controls 417 listed and unlisted companies through a number of business groups led by the Suharto children. families mostly manage the groups and make strategic decisions themselves. the controlling shareholders are able to maintain their special relationship with officials. they maintain their position as commissioners. management. In 1996. and hence. This is because cross-owned banks had to consider not only their own interests.Chapter 1: Indonesia 23 assets worth $24 billion (Claessens et al. The officials (or their family members) often own a small portion of shares given to them freely by controlling shareholders. with no restrictions. Indofood Sukses Makmur (food industry) was owned by Indocement Tunggal Prakarsa (cement industry). While the source of the . besides Suharto himself. Some of the groups related to officials have a unique share ownership structure. It is generally believed that there are cross-holdings between financial and nonfinancial companies and among nonfinancial firms. served in some government function (see Figure 1. Although they are not actively involved in the daily operations of the companies. Both are listed companies and members of the Salim group. many of whom. or someone very close to and trusted by the controlling shareholders. as well as other relatives and business partners. Cases in point are the Bank Papan Sejahtera and Bank Niaga. The Salim Group is also in part controlled by the Suharto family..1). Although some groups employ professional managers. Indonesian law allows cross-shareholdings. for instance.
(Feb. Simeon Djankov. World Bank.Figure 1. Lang. Financial Sector Practice Department. 1999). P. .1 The Suharto Group Usaha Mulia Group (cousin Hasim) Cemen Cibinong Hanurata Group Suharto Family Citra Lamoro Group (daughter Mbak Tutut) Bank Yama Bob Hasan Group (Mohamad Hasan) Gatari 22 firms with control over 20% Citra Marga Persda Tollroad Trias Sentosa Bank Central Indomobil Mercu Buana Group (step brother Probo) 11 firms with control over 20% Kedaung Indah 14 firms with control over 20% Kedaung Group (Agus Nursalim) 18 firms with control over 20% Tirtamas 21 firms with control over 20% 262 firms with control over 20% Salim Group (friend Soedono) Sempati Air Humpuss Group Bank Utamar 17 firms with control over 20% Bimantara Group (son Bambang) TPI Andromed Tripolita 8 firms with control over 20% Kabelindro Kiani Murmi Sakti Source: Stijn Claessens. Who Controls East Asian Corporations? Financial Economics Unit. and Larry H.
Shareholders are at the top of the organization. . 1. management and managerial compensation. both controlling and minority. As the owners’ representatives.Chapter 1: Indonesia 25 problem is inconclusive. Figure 1. including the boards. the BOC has the right to obtain any information concerning the firm.2.3. and accounting and auditing procedures. the directors. and. The discussions are based on the ADB survey of 40 companies listed in the Jakarta Stock Exchange. one possibility is that legal lending limits had been violated. The typical structure of a publicly listed company in Indonesia is shown in Figure 1. The managers execute the BOD’s decisions and lead employees in their departments. Therefore. This is based on the Dutch system. seek an audience with directors. role and protection of minority shareholders. The BOD leads the company and makes strategic and operational decisions.2 Typical Internal Organizational Structure of a Publicly Listed Company in Indonesia Shareholders Board of Directors Board of Commissioners M a n a g e r s Employees The succeeding discussions examine some aspects of the internal management and control system in practice in Indonesian listed companies. request a shareholders’ meeting.2 Management and Internal Control A company’s internal organizational structure determines how shareholders control management. if necessary. the BOC supervises the work of directors.
Corporate Governance and Finance in East Asia, Vol. II
Board of Commissioners and Board of Directors Table 1.11 presents a summary of some characteristics of the BOC. The table reveals that 29 out of 40 companies surveyed did not have independent commissioners. Although 23 companies reported that commissioners were elected based on professional expertise, nine companies reported that selection was based on relationships with controlling shareholders, and another nine reported that commissioners were the company’s founders. Table 1.11 Characteristics of the Board of Commissioners
Number of Firms Responded 11 29 23 9 9 10 22 7 27 7 8 8 30 6 4
Questions Presence of Independent Commissioners a. Yes b. No Basis for Electing the Board of Commissioners a. Professional expertise b. Relationship with controlling shareholders c. As founders of the company Procedure in Electing the Board of Commissioners a. Nominated by the management and confirmed by the AGM b. Nominated by significant shareholders and confirmed by the AGM c. Nominated and elected by shareholders during the AGM Basis for Electing the Chairman of BOC a. Professional expertise b. Shareholdings c. As founders of the company d. Relationship with controlling shareholders Relationship between the Chairman and CEO a. Not related by blood or marriage b. Related by blood or marriage c. No answer
Note: Since companies could answer more than one alternative, the total does not necessarily add up to 40 for each question. Source: ADB Survey.
In most companies (22 out of 40), members of the BOC were nominated by significant shareholders and confirmed at the annual general meetings (AGMs). A nominee that was not supported by significant shareholders
Chapter 1: Indonesia
was unlikely to be chosen as a commissioner. Most companies (27 out of 40) elected their BOC chairman based on professional expertise. The majority of firms (30 out of 40) also reported no relationship between the chairman and CEO either by blood or marriage. A similar picture is obtained for the BOD (Table 1.12). Most companies (30 out of 40) reported not having independent directors. Professional expertise was an important basis in electing directors for 29 companies. Relationships with controlling shareholders and founders of the company were the basis for selecting directors in 11 companies. Table 1.12 Characteristics of the Board of Directors
Number of Firms Responded 10 30 29 7 4 13 22 6 29 3 7 8
Questions Presence of Independent Directors a. Yes b. No Basis in Electing Board of Directors a. Professional expertise b. Relationship with controlling shareholders c. As founders Procedure in Electing Board of Directors a. Nominated by the management and confirmed by the AGM b. Nominated by significant shareholders and confirmed by the AGM c. Nominated and elected by shareholders during the AGM Basis in Electing the Chief Executive Officer a. Professional expertise b. Shareholdings c. As founders of the company d. Relationship with controlling shareholders
Note: Since companies could answer more than one alternative, the total does not necessarily add up to 40 for each question. Source: ADB Survey.
Twenty-two out of the 40 respondents elected their directors through nomination by significant shareholders and confirmation by the AGM. Most companies (29 out of 40) selected the CEO based on professional expertise, although some companies based it on relationships with controlling shareholders.
Corporate Governance and Finance in East Asia, Vol. II
Management and Managerial Compensation The Corporate Law mandates the BOD to lead the company and make strategic and operational decisions, and the BOC to supervise the work of the directors. The BOC also reviews the results of operations and participates in strategic decision making. This indicates some overlapping functions for the BOC and the BOD, which is confirmed in the ADB survey. This overlapping of responsibilities, particularly in making strategic decisions, may result in conflicts. However, since the BOC appoints members of the BOD and determines their remuneration, the BOC is in a strong position to dominate the BOD. Twenty-five out of 40 firms indicated that the CEO makes important decisions after consulting the chairman of the BOC. In carrying out their tasks, the majority of firms reported not having committees to assist the BOD and BOC, as shown in Table 1.13. Only a few companies have nomination, remuneration, and auditing committees, most of which were set up between 1995 and 1997. In 1995, Bank Indonesia required commercial banks to have an auditing committee. Table 1.13 Presence of Board Committees in Listed Companies
Type of Committee Nomination Committee Remuneration Committee Auditing Committee None Total
Source: ADB Survey.
BOD 5 5 5 23 38
BOC 1 1 3 35 40
Most firms reported terms of appointment of three to five years for the BOD and BOC. In some companies, the term differs for commissioners and directors. Although the term is for three to five years, in 13 out of 40 companies, the directors and commissioners have been in service for more than five years. Results of the ADB survey show that in 18 companies, the CEO is given fixed compensation plus a profit-related bonus. In 14 companies, only fixed compensation is given. For the BOC chairman, 10 companies
Chapter 1: Indonesia
provide fixed compensation plus profit related bonus, while 14 companies provide fixed compensation only. Role and Protection of Minority Shareholders Indonesian law requires publicly listed companies to have at least 300 shareholders to help ensure share liquidity and dispersed ownership. The highest number of shareholders is found in Bank BNI (a state-owned bank), reportedly having 27,568 shareholders. Small companies simply comply with the minimum shareholder number requirement. Most companies reported that their shareholders enjoy all mandated rights and protection, except those on proxy voting by mail, cumulative voting for directors, and the independent board committee. A company charter (articles of incorporation) stipulates the quorum requirement during annual meetings, which is usually two thirds of total shareholders. The ADB survey showed that more than 67 percent of shareholders attended the last annual meeting in most companies. While proxy voting is allowed, proxy votes accounted for less than 10 percent of shareholders on average. Brokerage companies and management were the usual proxies. A change in the company charter requires a two-thirds majority vote by shareholders. The ADB survey revealed that in the last three years, only one management proposal (i.e., director’s fee) was rejected during the AGM. This is not surprising because management usually seeks prior approval of proposals from controlling shareholders. Accounting and Auditing Procedures Thirty-five out of 40 respondents in the ADB survey claimed to have substantially followed international accounting standards even prior to the financial crisis. Accounting authorities, however, can easily change acceptable accounting methods. After the crisis, for instance, the Indonesian Accountants Association recommended that potential foreign exchange losses be reported as losses at the end of the accounting year. Later, the association allowed companies to choose between declaring it in the profit and loss statement at the end of the accounting year or in the balance sheet. All companies in the survey reported the presence of an independent auditor, which is usually an international audit company. Most companies have been associated with their independent auditors for more than five years. Shareholders appoint the external auditor during the AGM.
Corporate Governance and Finance in East Asia, Vol. II
Control by Creditors The control of creditors over a debtor company rests on assets used as collateral for loans. Unsecured creditors resort to the legal process when problems arise. Based on the ADB survey, each company was associated with an average of five creditors, the majority of which were banks. Some companies were associated with an excessively large number of creditors, reaching up to 30. Most of the companies have been dealing with their institutional creditors for less than three years. Although the banking law requires collateral for bank loans, some creditors did not enforce the requirement. Only 10 companies reported that they were required to provide collateral by all creditors. Twelve companies claimed having creditors that did not ask for collateral. Twenty-five out of 32 companies reported having renegotiated loans with creditors in the last five years, mostly after the Asian crisis. This indicates that many companies experienced serious difficulties in repaying debts as a result of the crisis. But most of these companies stated they would possibly borrow from the same creditors, indicating their relatively strong bargaining position. The majority of firms (22 out of 29) also said that creditors had no influence in management decision making. In 1998, the Bankruptcy Law was passed to protect creditors and the Commercial Court was set up to deal with bankruptcies. This paved the way for unsecured creditors to proceed against a debtor in default based on loan covenants and through the legal process of collection against the debtor’s assets. However, enforcement of the law was a disappointment to those who hoped that it would put corporate restructuring and the settlement of corporate debts on a running start. Only 17 cases had been filed with the court by late November 1998. Just two companies had been declared bankrupt, and three suits were dismissed by the Commercial Court. The Government’s political will and support are still very much needed in order to set up a well functioning Commercial Court. Long and hard work is required to restore creditors’ confidence in Indonesia’s legal system. The Market for Corporate Control Between 1992 and 1997, there were 40 cases of acquisition and takeover of Indonesian companies. Most of these, however, were internal acquisitions (i.e., acquisition of a company in the same group). Only five cases were
the acquiring interest was apparently seeking economic profits. who was acquiring his second commercial bank. One famous takeover was Bank Papan Sejahtera. Control by the Government Government control could be in the form of state ownership. Another case was the takeover of Bank Niaga in 1997 by Djojohadikusumo. the takeover brought significant losses to Djojohadikusumo when share prices plunged7 during the crisis. Since the NPLs reached up to Rp300 trillion. State ownership for listed SOCs ranges from 25 to 35 percent. A more recent case was the acquisition by Nutricia (the fourth largest baby food firm in the world) of PT Sari Husada (another baby food firm) in 1998. with the minister’s approval. restrictions on market entry. They then replaced the BOD and later sold the bank. The BOD and BOC of PT Sari Husada were allowed to complete their terms before they were replaced. IBRA found itself tasked with managing large amounts of assets in the private sector. a state-owned insurance company may invest its funds in a private firm.Chapter 1: Indonesia 31 external acquisitions. In the massive restructuring of the banking sector that commenced after the crisis. the acquiring parties were trying to obtain operating synergies because they had companies in the same industry. Most Indonesian state companies are 100 percent owned by the Government. which was acquired by Yopie Wijaya in 1995. 6 7 Later in March 1999. However. at a large profit. Before the financial crisis. For instance. In these two latter cases. the bank was liquidated. to Hashim Djojohadikusumo. Bank Niaga was under a recapitalization program.6 In this case. it was common for the Government to invest in certain private companies. In April 1999. except for publicly listed SOCs. or direct subsidies. The Government is thus able to appoint some officials to be members of the private firm’s BOD or BOC. The Government appoints the BOD and BOC of these firms. The bank was reported to have high NPLs and had broken the legal lending limit. the owner of Tirtamas group. A study by Connie Tjandra (1993) shows that internal acquisitions were often initiated for tax shelter purposes. the Government took over NPLs and put them under IBRA management. . This used to be a common practice in companies associated with the Suharto regime. Wijaya and his friends bought shares of the bank on several occasions until they gained control. appointment of management.
3 14.6 3. .1 220.7 112. Private national banks and state-owned banks were the biggest domestic creditors.3 60.4 1. Table 1.2 6. remain the major financing instrument for the corporate sector.9 234.3 188. Vol.1 Corporate Financing Financial Market Instruments Prior to 1977.9 153. II 1. jointly providing almost 90 percent of loans until 1997.4.5 80. bank credit surged from Rp122.6 48.6 292. 1992 1993 1994 1995 1996 1997 1998 1999 68.0 93. When the Government liberalized the banking industry at the end of 1988 (which allowed for higher interest rates). Bank loans.6 150.4 24. including bonds. private national banks overtook state banks as the dominant credit source. bank loans were the only instruments available to the corporate sector for short term (working capital) or long term (investment) financing.7 122.4 trillion in 1998. companies considered alternatives to bank loans. Bank Credit As shown in Table 1.3 111. Data from Bank Indonesia show that from 1994 to 1997.4 225.6 6.8 193. this market was not well developed.5 7. equities became available to the corporate sector.0 487.14. because of the restrictions discussed below.2 27.7 50.0 3. However. From 34. and others offered by nonbank financial institutions or finance companies. the share of private national banks in outstanding total loans increased to 44.0 6.7 18.1 Equities In 1977. however.4 86.6 percent in 1997.9 378.2 5. 1992-1999 (Rp trillion) Type of Bank State-Owned Banks Foreign Banks Regional Govt Banks Private National Banks Total Source: Bank Indonesia.9 150.14 Banking Sector Outstanding Loans.4 percent in 1992.3 66. stocks.5 42.2 71.6 4.32 Corporate Governance and Finance in East Asia.0 168.4 56. Since then.3 9. when the Government reactivated the stock exchange.9 trillion in 1992 to Rp487.5 108. new instruments have been introduced to the corporate sector.
.4 1996 1997 1998 50. however.6 859. when foreign investors were not yet allowed to purchase listed shares. The ratio reached 8. 1992 1993 11. limiting loans to a maximum of 15 times equity and foreign loans to five times the equity.6 301. credit cards. Prior to 1995.9 1999 76. Overall.9 406. funds raised in the stock market were less than 5 percent of the credit disbursed by the banking sector. the Government issued regulations to supervise and promote prudential practices in finance companies.1 10.e.5 333. Most banks therefore set up subsidiary finance companies to circumvent banking regulations. and consumer credit. 1992-1999 (Rp trillion) Item Stocks Issued Outstanding (As % of Outstanding Bank Credit) Market Capitalization Source: Bank Indonesia. During the 1990s.0 15.4 207.7 15. It gradually increased again starting in 1991. factoring..6 91.g. The ratio of funds raised by finance companies to credit disbursed by the banking sector has been increasing from about 5 percent in 1992 to 13 percent in 1996.5 1995 35. the stock market has gained a bigger role in corporate sector financing (Table 1. They were not.2 16. thus increasing the role of the capital market in raising long-term funds.3 percent in 1990 when the stock market was liberalized and foreign investors were allowed to purchase up to 49 percent of listed firms’ shares. offering services such as leasing. i. legal lending limit.7 percent in 1997. capital adequacy ratio.5 Financing by Finance Companies Finance companies first emerged at the end of 1980.6 123.6 310. but dropped to 8 percent in 1991 when the Government tried to stabilize an overheating economy.. the activities of finance companies were not covered by regulations on prudential practices in the banking sector (e.7 9.7 14.Chapter 1: Indonesia 33 Some companies went public.8 48. and net open position).15 Value of Stocks Issued and Stock Market Capitalization. finance companies were increasingly used as channels for the inflow of foreign loans.15).0 70. In 1995.0 206. In 1988.1 1994 26. Table 1.1 18.1 17. shooting up to 18. allowed to accept deposit accounts from the public.
16 shows financing sources of Indonesian publicly listed nonfinancial companies estimated by using flow-of-funds analysis. 1996.5 percent and 36.7 22. otherwise it would be classified as a loss in the banks’ books. respectively.4 13.0 3.3 16.5 (0.9 16. which are unsecured negotiable promissory notes with a maximum maturity of 270 days.0 39.3 (0.4. While banks had some exposure to these instruments.5 11. II Commercial Papers Commercial papers. Thus in November 1995. they were not rated by a rating agency.6 100.0 100.4 8.0 1991-1996 16.34 Corporate Governance and Finance in East Asia.2 26. 1986-1996 (percent) Financing Source Internal Borrowings Short-Term Long-Term Debentures/Equity Debentures Equity Trade Credit Others Total 1986-1990 36.6 100. short-term borrowings were greater than long-term debts.2 Patterns of Corporate Financing Table 1. In terms of composition. PACAP Research Center.3 37.16 Financing Patterns of Publicly Listed Nonfinancial Companies. publicly listed nonfinancial companies had high proportions of equity and internal finance (retained earnings).0 1986-1996 17.8 percent.6 12. Vol. Banks could invest only in commercial papers that were rated by the Indonesian Rating Agency (which was set up only in 1995 to rate debt instruments).8 7.0 — = not available.6 23.6 8.8 17.5 — 26. Table 1.4 23. have been popular in Indonesia since 1990. at 81 percent of total borrowings. averaging 26.1) 23. In the second half of the 1980s. .1) 23. This is in contrast to the lower share of borrowings during the same period.5 21. 1. Source: Author’s estimates based on the Pacific-Basin Capital Markets (PACAP) Databases. Bank Indonesia prohibited banks from underwriting issues of commercial papers but allowed them to act as paying agents.3 14.
3 percent during 1991-1996. These liabilities grew significantly because corporate expansion was largely financed by debt. in the context of Indonesia and some other countries. Corporate debts grew over time. the corporate sector’s high leverage. corporate debts accounted for 39. Table 1. Note that the corporate sector’s high leverage existed side by side with sizable equity capital raised from the capital market. The results indicate that firms with higher ownership concentration tend to have a higher DER. except Semen Gresik (an SOC). Hence. which managed to post significant profits due to low exposure to dollar-denominated loans. For instance. as evidenced by an average DER of 230 percent during 1992-1996 that rose to 310 percent in 1997. was due largely to a rapid rise in long-term debts. Two telecommunications companies. Large shareholders are inclined to undertake risky projects intended to generate high returns using borrowed funds. reaching Rp229. Bank loans also surged when the banking sector was liberalized in 1988. Most corporate charters require commissioners to approve debt issues or sign debt agreements.9 trillion in 1996. rising from Rp54.4.2 trillion (mostly foreign exchange losses). The high share of equity financing was due to the surge in capital market activity following the 1988 reforms. They also do not want to dilute corporate control and are more likely to finance growth with debt. while Semen Cibinong’s losses reached Rp2. Many companies suffered big losses in 1997 due to their high exposure to dollar loans.2 trillion. that ownership concentration may be associated with heightened risk-taking by companies. Indofood registered losses of almost Rp1. which was masked by the rapid growth in investments. Of the various financing sources. All companies in the cement industry suffered from foreign exchange losses. respectively.6 trillion and Rp1.Chapter 1: Indonesia 35 In the 1990s. the pattern changed. .17 compares the DER of listed firms by degree of ownership concentration. Indosat and Telekom. This amount doubled in 1997.1 trillion.3 Corporate Financing and Ownership Concentration It has been suggested.4 trillion in 1993 to Rp112. The corporate sector invested heavily from 1991 to 1993 and slowed down its investment spending a few years before the 1997 crisis. 1. The analysis of ownership patterns in Section 3 indicated that founders (the controlling party) or the five biggest owners held at least 50 percent of total shares.9 trillion. also suffered from foreign exchange losses but managed to post profits of Rp0. with longterm debts increasing rapidly.
the borrowings swelled.0 1. II However. Source: Author’s estimates. Table 1. Between 1987 and 1996. Vol. and high ownership concentration among families with political affiliation. Controlling parties rely on external financing to maintain their equity share and. since commissioners represent the controlling party. 1. The test of the difference between the two means found the t-value of 1.17 DER of Listed Companies by Degree of Ownership Concentration (percent) Item Mean Standard Deviation DER of Firms with High DER of Firms with Low Ownership Concentration Ownership Concentration 699. the private sector borrowed heavily in unhedged dollars. As a result.358. the free capital flow system allowed private companies to borrow dollars offshore without any restriction. aided . ultimately.0 351. The availability of bank credit brought by the rapid rise in the number of banks and the free capital flow system led to a credit boom. In addition. decisions on debt are made with the implicit endorsement of owners.0 386.56 significant at the 10 percent level.1 The Corporate Sector in the Financial Crisis Causes of the Financial Crisis Many intertwined factors led to the crisis.5 1. This section highlights those that were seen to have contributed significantly to the crisis in Indonesia: inadequacy of the regulatory framework under the financial liberalization. The low cost of foreign loans and the relatively stable exchange rate created a false sense of security for corporations.36 Corporate Governance and Finance in East Asia. Inadequate Financial Regulatory Framework Liberalization of financial markets increased the corporate sector’s access to domestic and foreign private capital.0 Notes: Firms with high ownership concentration have more than 50 percent of shares owned by the top five shareholders. to maintain control of the company.5. heavy reliance of companies on bank credits to finance investments.
A lot of short-term foreign funds were used to finance long-term investment projects. The Government later specified the legal lending limit and the net open position that banks had to follow. The removal of entry barriers in the banking sector caused the number of private national banks to soar from only 65 in 1988 to 144 in 1997. The supervising agency was caught unprepared. They were.e. However. to circumvent these banking regulations. Decisions to borrow in dollars made sense to many borrowers because dollar loans were cheaper than rupiah loans. A director at Bank Indonesia revealed that in 1995. As a result. This left them vulnerable to interest rate surges as well as sudden currency fluctuations in the case of dollar loans. only created to serve the companies to which they lent. after all.. It also meant that the cashier bank had neither the independence nor the incentive to exercise ex ante and ad interim monitoring of borrowers. There was also a smaller demand for equity compared to external debt financing since controlling shareholders preferred the latter to maintain their control of the companies. The banks served as a “cashier” that provided easy credit to nonfinancial companies within the group. many firms became highly leveraged. The large supply of foreign funds. It was only in 1995 that some regulations on the activities of finance companies were contemplated. the level of corporations’ foreign debt could not even be ascertained. did finance many viable ventures.Chapter 1: Indonesia 37 by the lack of an existing mechanism to supervise and monitor foreign transactions. and the negative net open position (short position in dollars) continuously rose to precarious levels. In the process. averaging about 4 percent of GDP. substantial amounts were also funneled into projects that guaranteed repayment mainly on the strength of borrowers’ close political connections. conglomerates set up finance companies and used these as channels for the unfettered inflow of foreign loans in lieu of banks. . Conglomerates that had difficulty in getting loans (i. This often led to the violation of prudential credit management practices. It was doubly difficult to exercise supervision when groups with political clout owned the banks. It is not known if these regulations had an effect on nonbank intermediaries. Heavy Reliance on Bank Credits to Finance Investments Companies relied heavily on bank loans to finance rapid corporate expansion because internal financing was insufficient and the capital market was not developed. large amounts of credit were directed to the companies within the group. However. those with high DERs) established their own banks.
Projects involving massive capital investments and long-term operating deals (in telecommunications. Corporations were certain that they could roll over short-term loans when these fell due. In early 1998. . and power generation) require huge capital. there was also almost universal confidence that the economic growth would continue indefinitely. or both. of which $64. Collusion between big businesses and the political elite was widespread in Indonesia. High Ownership Concentration High concentration of corporate ownership (particularly by families) led to poor financing and investment practices. by setting up their own banks. as they had done so in the years before the crisis. Families retain control by keeping the majority percentage of outstanding shares. In many cases.5 billion was owed directly by corporations. The ultimate control of the corporate sector rests in the hands of a small number of families who own groups of companies. This fact was usually not disclosed in financial statements. politicians. Since the Government could not afford to undertake these projects. They enhance their control over companies through cross-shareholdings. contracts were granted to the private sector. banks did not lend on the basis of the soundness of the project. and investing shares among nonfinancial companies within the group and in other groups’ companies. They ensure that commissioners represent their interests and maintain close relationships with the chairperson. and in the process maintain control of the company.5 billion. This was often the case in the banking industry.38 Corporate Governance and Finance in East Asia. Controlling shareholders also prefer to use debts to finance expansion so as not to dilute their ownership. most often to people who were close to the ruling regime. total private sector foreign debt stood at $72. where private banks are usually in the hands of big businesses. There were cases where banks and borrowing companies were controlled by the same groups or families with strong political connections. toll roads. Aside from the fact that many of these loans were channeled through banks and corporations of politically connected families. II By mid-1997. $35 billion of Indonesia’s foreign debt owed to private foreign banks was about to mature in less than one year. Vol. but on the basis of who the borrower was. Family-controlled corporations were generally structured as a complicated web of affiliates and associated companies. partly because they used nominee accounts to register ownership rather than set up a holding company.
and Fisheries Mining and Quarrying Manufacturing Electricity. Real Estate.5) (18.7) (2. Hotels.7) (8.8) (11. followed by the finance and trade sectors.7 1998 (0. 53 companies reported negative equity of Rp6. followed by property.1) (26.9 3.1 (1. and Restaurants Transport and Communications Financial. This continued in 1998.8 0.1 6. The consumer goods industry reported the lowest ROE.0 3.1 5. Livestock.8 8. much higher than the 307 percent registered in December 1997.0) (15.370 percent.6 4. real estate.7) 2.8 1997 1. Forestry.4) 2. The construction sector was the worst hit.2 Impact of the Financial Crisis on the Corporate and Banking Sectors Impact on the Corporate Sector Table 1.3 11. The JSX Monthly reported that total losses of 214 listed companies amounted to Rp39.0 5.6 13. and building construction. Using the financial statements as of 30 June 1998 of 161 publicly listed companies.1) 1.4 5. The average DER was found to be 1. except utilities. Only 86 companies reported profits.6) (3. Table 1.Chapter 1: Indonesia 39 1.2 8.3 Source: Central Bureau of Statistics (Biro Pusat Statistik. posted negative growth rates.8 7. and 128 companies reported a total loss of Rp46.18 shows that growth in most sectors significantly fell in 1997. and Business Services Other Services GDP 1996 3. when all sectors. Sectors with lower ROE generally had higher DER. 1996-1999 (percent) Sector Agriculture.6 12.8) (13. DER and ROE were calculated per sector.52 trillion.4 7. and Water Supply Construction Trade.2 (1.0) 1999 2.18 GDP Growth by Sector. Gas.6) (0.6 (36. Most sectors showed significant increases in leverage.6 8. indicating a rapid rise in .0 2.4 7. as shown in Table 1. BPS).19.4) (0.24 trillion for the first six months of 1998.5.3 12.58 trillion (meaning their losses were greater than the paid-up capital).7 6.
0 1998 186.370. private banks posted negative ROEs in the same year.4) 8.0 1997 234.1 (5.9 12.4 5.2 23.1) 7.0 2.0 2.097.0 158. the NPL ratio rose to 25.6 (11.0 111. Vol. several publications.0 191.1 (92.8 percent in 1996.7) 6.0 163. but annualized to approximate full year values.4) 18.0 864.8 17.1 (124.8) 36.3 7.0 631. rupiah values of dollar-denominated debts due to the weakening of the local currency and the rapid decline in equity because of losses.6) (115. losses in operation were due to declines in sales and increases in the cost of imported inputs.7 1.0 205. the NPL ratio had reached more than 60 percent. The table also reveals that although private national banks dominated the banking sector in terms of assets and credits.0 65. This figure further increased to 47. a Actual data for 1st semester only.8 (373. The huge losses suffered by most companies were caused by three factors.625.1) Note: DERs were calculated for only 161 companies (out of 214) that had positive equity. and would have kept on increasing if interest rates had not declined.0 a ROE 1996 1997 1998a 14. As the rupiah weakened and interest rates increased. interest expenses rose as credit rates increased from 20 percent in early 1998 to 40 percent in mid-1999.0 697.2) (264.0 72.1 30.6) 15.0) (78. .20 reveals that the banking sector’s ROE decreased significantly in 1997.0 177. First. Impact on the Banking Sector Table 1.0 97.0 92.0 12. as shown in Table 1.0 1. Mostly suffering from a liquidity squeeze.0 193.2 (4.19 DER and ROE of Publicly Listed Companies by Sector.0 105.395.7 percent in July 1998.5 8.0 177. from only 8.0 635. small foreign banks enjoyed the highest profits. 1996-1998 (percent) DER Sector Agriculture Mining Basic Industry Miscellaneous Industry Consumer Goods Industry Property Infrastructure Finance Trade/Services Average 1996 104.21.2 13.0 307.1 1.4 (6.0 229. Source: JSX Monthly.0 108.0 108. II Table 1. Third. Financial and banking analysts estimate that by September 1998.1 (3.0) 10.271. Second.0 1.40 Corporate Governance and Finance in East Asia.0 1.5 percent in April 1998. foreign exchange losses came about with the use of unhedged foreign debt.0 219.
69 14.3 22.9 Regional Foreign and Development Joint Venture Banks Banks — 9.20 ROE of the Banking Sector.4 7.73 30.5 31.1 1. 1996-1998 (Rp trillion) State-Owned Banks — 140.7 — = not available.2 — 19. coupled with negative spreads (deposit rate was higher than the credit rate).0 — 32.9 11.21 Nonperforming Loans by Type of Bank.5 2.6 — 1. State-owned banks initially had the highest NPL ratio.47 20.37 19. Source: The National Banking Association.2 8.2 1.6 6.30 5.8 8.07 13.68 1996 1997 8. Source: Infobank.20) Table 1.1 47.72 16.1 13. July No.09 11.6 — 13.8 11.24 (4. 1992 7.81 13. put pressure on the banking sector.44 15.2 48. 227/1998 and October No.0 622.84 27.50 9. 1992-1997 (percent) Type of Bank State-Owned Banks Foreign Banks Joint Venture Banks Regional Development Banks Private National Banks Total — = not available.8 3.24 15.8 14.91 21.7 4.3 445.6 — 4.7 106.9 — 11.07 1994 14. In July 1998. .09 (11.1 30.3 361.45 21.3 Private National Banks — 179.2 8.5 222.1 274.5 128.2 — 8.5 34. however.7 — 1.8 187.0 129. private national banks overtook State-owned banks when their NPL ratio jumped to 57.38) 11.70 1995 7.0 — 4. 230/1998.43 10.9 percent.89 27.15 20.2 37.12 15.25 22.2 47.5 57.7 Item Total Loans Dec 1996 July 1997 Dec 1997 July 1998 NPLs Dec 1996 July 1997 Dec 1997 July 1998 NPL Ratio (%) Dec 1996 July 1997 Dec 1997 July 1998 Total 331.2 10.Chapter 1: Indonesia 41 Table 1. The high and increasing NPLs.9 297.28 5.7 29.67 8.39 13.1 198.06 20.34 16.86 11.45 — 1993 15.
the Government and private sector formed a committee to help corporates deal with the crisis.6 billion) of Indonesia’s total external debt in March 1998. IBRA was formed to offer Mexican-style resolution for private sector foreign debt.42 Corporate Governance and Finance in East Asia. have been subject to restructuring deals under the initiative. Semen Cibinong (cement industry) became the first Indonesian company to resume paying part (25 percent) of the interest on its $1.000 eligible firms had signed up for the scheme. In addition. and Ciputra (property business). assembling the legal and policy framework to facilitate corporate restructuring. The committee was tasked to ascertain the level of private corporate sector debts and arrange negotiations between debtors and creditors. the committee launched the Jakarta Initiative. a more comprehensive scheme to tackle domestic and foreign corporate debt. the Jakarta Initiative Task Force had conducted negotiations for 52 companies with Rp2. Total amortization payments due on foreign debt in 1998 were placed at $32 billion (before restructuring). the corporate sector had more than Rp600 trillion ($75 billion at Rp8. More than two thirds of private debt was short-term and the average maturity of all private debt was estimated to be only 18 months. a number of prominent companies. by mid-September 1998. The scheme offered a hedging facility against rupiah devaluations for restructuring agreements. few companies were in a position to resume interest payments.5. Unfortunately. In November. In June 1998. While the process of restructuring was in progress. particularly in terms of debt resolution.3 Responses to the Crisis Corporate Restructuring Measures At the end of 1997. By end-November. Corporate debt accounted for 46. none of the 2. However. Since September 1998. only a . the scheme failed. II 1.4 trillion of domestic debt and $6. Vol. Another option that companies could take under the Jakarta Initiative was debt restructuring via debt-to-equity swaps. Astra International (automotive). companies were not servicing their debts. One premise of the initiative was that creditors should agree to a standstill for a certain period (creditors would desist from exercising their claims on a distressed company’s assets) to allow debtors to operate normally after obtaining fresh financing. about 80 percent of which was private.7 percent ($64. Aside from being described as overly complicated.7 billion of foreign exchange debt. The scheme encourages negotiation between creditors and debtors.2 billion debt. such as Garuda (a national flag carrier). On 9 September 1998.000/$1) in debt from domestic commercial banks. Thus.
mining. some companies attempted to restructure their businesses on their own. as well as general commercial disputes.Chapter 1: Indonesia 43 few companies reached agreement with their creditors on this. Protection against insider and fraudulent transactions taken by a debtor prior to the adjudication of bankruptcy will be enhanced.e. aiming to modernize the bankruptcy system and promote the fair and expeditious resolution of commercial disputes. The Commercial Court can be asked to hold off creditors and impose strict guidelines on the negotiating process . Astra International (automotive industry) and Bakrie Brothers (a holding company in several sectors) explored this option. and sell noncore businesses or nonoperating assets. forcing them to cut costs. When credit from the banking sector became unavailable and interest rates increased significantly. Meanwhile. Bank Bali agreed on a debt-to-equity swap with its creditor.. In the banking industry. especially in preventing unjustifiable delays in the adjudication of bankruptcy. plantations. who fail to reach agreements with creditors in out-of-court workouts under the Jakarta Initiative or fail to gain the requisite creditor support for the workout plan can resort to the Commercial Court. lay off workers. under which the latter would become one of the bank’s shareholders. Standard Chartered. For instance. Procedural rules are also being introduced to ensure certainty and transparency in the proceedings. consolidate business units. a publicly listed company operating in the automotive industry. with the requirement that adequate compensation and protection will be provided to such creditors during that period. the companies’ financial performance deteriorated. Qualified professionals from the private sector will act as receivers and administrators in the management of estates of companies in bankruptcy or reorganization. Some listed companies with relatively “rich” shareholders decided to replace their loans with additional equity through rights issues and privileged subscription (limited offering). Debtors. and mining equipment. Moreover. focused on its core business of car and motorcycle manufacturing and sold off its subsidiaries in semiconductors. A Commercial Court was set up to handle corporate restructuring and debt settlements. i. Bankruptcy Reform The Bankruptcy Law was passed in August 1998. for equity infusion. Bank Niaga also negotiated with some of its creditors. limitations will be imposed on the ability of secured creditors to foreclose on their collateral during bankruptcy proceedings (as is provided for in the bankruptcy laws of most other countries). Astra International. Rabobank and Citibank.
The bias in favor of debtors has retarded the pace of corporate restructuring. Vol. There will be changes in the implementation of the bankruptcy law. Previously. including procedures for handling operational issues and processing bankruptcy cases. . Capital Market Reform In the capital market. the monitoring system for foreign exchange transactions will be strengthened to improve transparency and better assess the credit exposure of the corporate and banking sectors. The Government has also been concerned with the issue of capital controls. Realizing that they undermine investors’ confidence. in consultation with IMF and the World Bank. However. The Court has also declared only two companies bankrupt.44 Corporate Governance and Finance in East Asia. legislation against corruption. To push bankruptcy reforms. and (v) a strengthened banking supervision system. the Government did not impose restrictions nor did it attempt to regulate capital flows. (iii) the merger. collusion. Rather. II to achieve liquidation of the company. and recapitalization of state banks. The Agency also allowed companies to buy back up to 10 percent of outstanding shares to improve the condition of the stock market. Banking Sector Reforms The Government’s banking sector reform strategy is focused on (i) government-assisted recapitalization programs for potentially viable private banks. Some companies simply decided not to pay their loans knowing that it would be difficult for creditors to take the case to court. the Court’s early record has been a disappointment. it is envisaged that the Commercial Court will play a central role in modernizing the commercial legal system. The Government. is also reviewing the Bankruptcy Law. companies were allowed to sell shares only by issuing stock rights. In the longer term. with only 17 cases filed as of November 1998. reform. the measure had only a minimal impact. since the market reflects the condition of the economy. and nepotism (anti-KNN) was signed in 1999. the Capital Market Supervisory Agency allows companies to offer additional shares directly to the public. (ii) the resolution of nonviable private banks. (iv) measures to recover liquidity support previously extended to troubled banks by Bank Indonesia. The significance of a sound bankruptcy system cannot be understated as it provides a backdrop for negotiations in the workout and restructuring process against which parties often gauge their legal rights. However.
and follow-up action on bank restructuring. providing Bank Indonesia with substantially enhanced autonomy. BEII. The four state banks (BDN. A new central banking law. Conclusions. The Company Law at present can be interpreted as severely limiting the scope for debt-equity swaps. Parliament approved amendments to the banking law that were geared toward strengthening the legal powers of IBRA and its AMU. was enacted in 1999. Bank Indonesia has announced a recapitalization program for potentially viable private banks. Banks deemed ineligible for recapitalization will be closed. It has also drafted regulations to remove obstacles for converting debt to equity.Chapter 1: Indonesia 45 In 1997. The merger process will be finished within two years. it is doubtful whether pure holding companies are able to enter into swaps. In particular. To obtain a clearer picture of the banking sector. In October 1998. The agency set up an Asset Management Unit (AMU) to directly manage problem loans of banks under its supervision. merged.6. However.6 1. Some 175 groups that originated from family businesses controlled . improvement of rules and prudential regulations. The Bank Indonesia 21st package includes recapitalization. the Government established IBRA to supervise problem banks. The importance of this legislation may need to be emphasized. depositors will be fully protected by the Government. the Government has drafted a regulation providing tax neutrality for mergers and removing other tax disincentives for restructuring. and Bapindo) will be merged into one bank named Bank Mandiri. the Government required banks to be audited by international external auditors. To overcome these problems.1 Summary. 1. regulations will need to be issued to permit debt-toequity swaps in the context of corporate restructuring plans. Other Regulatory Reforms To push corporate restructuring further. and Recommendations Summary and Conclusions Corporate Ownership and Structure Most of Indonesia’s top conglomerates were established as family businesses. or sold (after transferring NPLs to the AMU). BBD. Liquidity support given to troubled banks should be repaid in four years.
banks were unwilling to provide credit to highly leveraged companies. conglomerates set up finance companies to bring in cheap foreign loans as these companies were not adequately regulated. The financial crisis created opportunities for addressing the inefficiencies in the legal and judicial system that supported corruption. not all of the conglomerate-affiliated companies are publicly listed. II 53 percent of total assets of the top 300 Indonesian conglomerates. These figures show the extent of power wielded over the corporate sector by a small number of families. corporate debts grew over time. meanwhile. allowing them to maintain their equity shares and. conglomerates set up their own banks to serve as “cashiers” providing credit to companies within groups. On the one hand. lacked the information necessary to allow them to assess projects’ risks and chances for success. Companies relied heavily on bank credit.46 Corporate Governance and Finance in East Asia. The free capital flow system permitted the inflow of foreign capital to fuel the credit boom in the economy. Among those listed in the Jakarta Stock Exchange. this financing pattern supports the claim that family-based controlling shareholders relied on excessive borrowing to finance corporate expansion . Foreign creditors.1 percent of publicly listed companies in Indonesia. However. The restructuring and resolution of financial distress may. put a significant amount of corporate assets of conglomerates in the hands of creditors or the Government. However. On average.7 percent. Indonesian companies borrowed short term. This study reveals that Indonesian listed companies with higher ownership concentration had higher levels of leverage. But because foreign creditors were reluctant to lend long term. As a result. however. These banks also obtained cheap offshore funds.6 percent of the total stock market capitalization in 1996 and the top 15 families controlled 61. families control 67. Financing Patterns Controlling shareholders opted to use debts to finance expansion. Companies preferred to borrow in dollars because interest rates of foreign loans were lower than for domestic loans and the exchange rate was relatively stable. thus. Therefore. When the Government regulated the legal lending limit and the net open position of banks. Rapid growth in investments masked the corporate sector’s increasing leverage. the majority remains family-controlled. while a single family controlled 16. Vol. retain ownership control of companies. when barriers to entry in the banking sector were lifted.
the consumer goods industry was the worst hit. although at a declining rate. The Government introduced reforms to improve bankruptcy procedures. Bank Indonesia extended emergency loans to many banks. As the rupiah weakened and interest rates increased. On the other hand. Total profits of publicly listed companies dropped to Rp3. Impact of the Financial Crisis Prior to the crisis. The Government and the private sector responded with measures to mitigate the negative effects.1 percent in 1997 to -124. The problem was in the maturity structure of its dollar-denominated debt and high debt-to-equity ratios in some sectors. financed by issuing nearly $80 billion worth of bank restructuring bonds. NPLs rose and capital adequacy ratios fell.21 trillion in 1996. were the most adversely affected. Responses to the Crisis The impact of the financial crisis on the corporate sector was serious. the Government initiated corporate debt restructuring measures (Mexican-style foreign debt resolution and the Jakarta Initiative). followed by the property sector. Sales of conglomerates as well as those of publicly listed companies were increasing.Chapter 1: Indonesia 47 without diluting their control. The financial crisis led to the closure of several dozen banks. Net profits of publicly listed companies had consistently been growing at an average rate of 20 percent each year. the corporate sector was in quite good shape in terms of growth and profitability.24 trillion in the first half of 1998. DER increased to 307 percent in 1997 and further surged to 1. and registered a net loss of Rp39. At the height of the crisis. ROE dropped from 1. the highly leveraged companies. The significant increases in leverage indicate a rapid rise in the rupiah value of debts due to the revaluation of dollar-denominated debts. the high domestic interest rates that prevailed from 1998. Meanwhile.1 trillion in 1997 from Rp13.370 percent in 1998. facilitate debt restructuring. particularly those with large short-term foreign loans. and the rapid decline in equity due to losses.1 percent in 1998. it also reflects the failure of the financial sector to channel funds to the corporate sector efficiently due to weak prudential regulation and supervision. corporate-initiated debt restructuring . To restructure the corporate sector. When the crisis hit Indonesia. and strengthen prudential regulations and supervision of the financial sector.
Improving the Legal and Regulatory Framework for Bank Supervision After the liberalization of the financial sector. the legal system is less likely to evolve in a manner that will allow it to protect minority shareholders. but it is not clear whether in practice these standards are in place. but inadequate protection to minority shareholders from the dominance of large shareholders. and (iii) strengthening transparency and disclosure requirements. and protecting creditors’ rights. Specific recommendations include protecting the rights of minority shareholders. Most companies claim to have adopted international standards of accounting and auditing procedures. Amendments should include (i) empowering minority shareholders by raising the majority percentage of votes required on critical corporate decisions and mandating minimum representation of minority shareholders on the board.g. Vol. The Corporate Law should be reviewed and amended in the context of pervasive control by large shareholders. (ii) delineating the functions of the board of directors and commissioners.2 Policy Recommendations The Government should introduce measures to address the weaknesses in corporate governance identified in this study. minority shareholders have not been able to oppose controlling shareholders’ decisions to invest in unprofitable projects financed by unhedged foreign currency debts.. The Government should ensure that all laws and regulations are effectively enforced. cost cutting and business consolidation) and acquisitions by creditors or foreign investors through debt-to-equity swaps and equity infusions.48 Corporate Governance and Finance in East Asia. improving the legal and regulatory framework for bank supervision.6. 1. II measures included internal business restructuring (e. In particular. the regulatory environment was not prepared to supervise the increasing number of banks and nonbank . If the role of a limited number of families in the corporate sector is so large and the Government is either heavily involved in or influenced by business. Protecting Minority Shareholders’ Rights The Corporate Law provides sufficient rights and protection for all shareholders.
Because foreign creditors are faced with more information asymmetries than domestic creditors. The Government should also continue strengthening the monitoring system for foreign exchange transactions. One way is to set limits on lending activities by banks to affiliated nonfinancial companies. Because these banks are neither easily convinced nor compelled to submit their claims to the jurisdiction of Indonesian commercial and bankruptcy courts. orderly restructuring. The Central Bank needs to monitor and control dealings by banks within business groups and improve enforcement methods to prevent circumvention of prudential regulations. recapitalization. However. Banks should be required to provide data on such transactions and charged penalties for noncompliance. The tendency of foreign creditors to lend short term is a problem that must be confronted once private capital flows to Indonesia recover. Further. the Court has been slow and ineffective in processing bankruptcy suits. This is a significant factor in . The ownership of banks (including finance companies) by shareholders of nonfinancial companies undermined the capability of these banks to conduct prudential credit management. and liquidation of corporate assets. it is likely that future private financial flows for the corporate sector will continue to conform to a short-term structure. the Indonesian corporate sector directly owes an inordinate amount and a greater portion of its loans to foreign banks. the Government lost monitoring and control powers over foreign fund flows. the banking regulatory framework was inadequate in regulating banks’ dealings with affiliated nonfinancial companies. Consequently. it has been difficult to implement standstills. most of banks’ NPLs resulted from credit to companies within the same group. Protecting Creditors’ Rights To protect creditors’ rights.Chapter 1: Indonesia 49 financial institutions. With credit being coursed through the domestic banking system rather than directly to numerous local corporations. the Republic of Korea and Thailand were more successful in getting foreign creditors to collectively solve their problems during the crisis. The regulatory framework was also weak in supervising and monitoring foreign transactions. a new bankruptcy law was passed in the aftermath of the crisis and a Commercial Court was set up to deal with bankruptcy cases. in contrast to the Republic of Korea and Thailand. When finance companies were used to channel offshore loans in lieu of commercial banks. with necessary legal sanctions for violations. In the first place.
Vol. . The Bankruptcy Law should thus be reinforced and creative means should be introduced to avoid a prolonged and costly paralysis of corporate activity and financing. II explaining the greater depth of the crisis in Indonesia. despite the smaller level of capital inflows (as a percentage of GDP). Only when creditors have the confidence that their rights are protected will they resume financing companies.50 Corporate Governance and Finance in East Asia.
Bank Indonesia. various publications. 1999. . various publications. Center for International Business Education and Research. Conglomeration Indonesia: Regeneration and Transformation into World Class Corporate Entities. and Richard Turtil. Financial Sector Practice Department. various publications. Economy of Indonesia. Keasey. Maryland. Indonesia: An Emerging Market. 1999. John Wiley and Sons. Lang. Conny Tjandra Rahardja. Indonesia Country Profile. Letter of Intent of the Government of Indonesia to the IMF. Unpublished thesis MMUGM. The Impact of Acquisition to Shareholders Wealth: Comparison Between Internal and External Acquisition.Chapter 1: Indonesia 51 References ADB Programs Department (East). P. Embassy of Indonesia. World Bank. Indonesian Business Data Centre. Jakarta Stock Exchange. Institute for Economic and Financial Research. Large and Medium Manufacturing Statistics. Simeon Djankov. 1997. Indonesia Country Report. Indonesian Central Bureau of Statistics. The Economist Intelligence Unit. 1998. Working Paper #58. various publications. 1998. Corporate Governance: Responsibilities. and Remuneration. 1997. Asia in Crisis: The Implosion of the Banking and Finance System. Risks. 1995. Wright. The Private Debt Anatomy. Indonesian Capital Market Directory 1992-1998. University of Maryland. K. Economic and Financial Statistics. 1996. 1996.. Indonesia: Sustaining Manufactured Export Growth. Michael Krill. Embassy of Indonesia Homepage. P. Stijn. The Economist Intelligence Unit. Jonathan. John Wiley and Sons. Forest. JSX Monthly Statistics. 1995. F. Yogyakarta. Who Controls East Asian Corporations? Financial Economics Unit. Delhaise. and M. 14 May 1999. Claessens. and Larry H. Manuscript. Indonesian Business Data Centre.
internal control mechanisms. Department of Economics.1 Introduction The economic crisis that began in Thailand and swept through Asia starting in the summer of 1997 hit the Republic of Korea (henceforth. Inefficient investment coupled with excessive financial leverage was found to be at the root of the economic crisis at the corporate level.2 Republic of Korea Kwang S. the Korea Stock Exchange for its help and support in conducting company surveys. Korea) in November of that year. the Government and business sector had good reason to reflect on the causes of the crisis. Poor corporate governance and political and government intervention in the business and financial sectors are widely viewed as contributory factors. A national consensus is emerging that a democratic system based on free market principles should be firmly established to promote more intense competition in every sector of the economy. and curtailing of morally hazardous behavior that has been prevalent among economic decision makers.1). and David Webb of the London School of Economics for their guidance and supervision in conducting the study. the Republic of Korea. Further. Seoul. timely exit of poor performers from the market. and Graham Dwyer for his editorial assistance. a practice that was not checked by creditors. As the Korean currency. David Edwards. both of ADB. Chung and Yen Kyun Wang1 2. The authors wish to thank Juzhong Zhuang. or capital market discipline. and corporates were sent reeling. Business managers and controlling shareholders were maximizing firm size at the expense of profits. 1 Professors. Chung-Ang University. . It had been the norm in Korea to conduct business based on political and administrative favoritism rather than on competitive merits. markets. banks as major creditors had governance problems of their own and failed to monitor or exercise the control rights generally afforded to lenders via loan agreements. This has been the crux of the corporate governance problem in Korea. The country’s winners would then emerge based only on economic efficiency. The extent of inefficient investment can be seen from the fact that more than 70 percent of listed firms had negative economic value added (EVA) before the crisis while those with positive EVA declined (Table 2.
This broad perspective can help clarify the ongoing reform efforts of businesses and the Government. capital market discipline. Copeland. Weaknesses in the overall corporate governance system in Korea had many ramifications. and improvement of bankruptcy procedures. Source: Korea Stock Exchange.54 Corporate Governance and Finance in East Asia. The total number of respondents was 81 out of about 550 nonfinancial firms listed on the Exchange. The EVAs are the same as the economic profit as explained in T. Restructuring efforts have focused on reduction in the degree of business diversification and in the financial leverage of large-sized firms. This study collects and analyzes data on the Korean economy. especially chaebols. accountability of controlling shareholders and boards of directors.1 1996 561 163 29.1 Listed Firms with Positive Economic Value Added. . Inefficient investment undermined the competitiveness of Korean firms in the global marketplace. This study also reviews the legal and 2 The survey was conducted mainly through the Korea Stock Exchange. Koller. T. Government reform goals for the corporate sector include enhancement of corporate transparency. Many firms left some questions unanswered. and individual companies. where NOPAT is the net operating profit after taxes and WACC is the weighted average cost of capital multiplied by invested capital. and J Murrin (1995). A survey was conducted for the nonfinancial listed companies using a questionnaire developed by the Asian Development Bank (ADB)2 to supplement official data. Dividend payments were at less than 2 percent annually as opposed to the double-digit interest rates in the past decades.1 1998 490 164 33. Self-dealings by controlling shareholders—crosssubsidization and cross-guarantees among member firms within a chaebol (a conglomerate/large business group)—and the lack of transparency hindered the development of an efficient capital market capable of mobilizing low-cost equity funds. the corporate sector.4 1993 513 174 33. which distributed and collected the questionnaire. 1992-1998 Item Total Number of Firms Firms with Positive EVA Percentage of Firms with Positive EVA 1992 508 180 35.1 1997 518 104 20. June 1999.9 1994 531 165 31.1 1995 560 163 29. Vol. aiming to identify the areas in need of further reform and to provide policy recommendations for improved corporate governance.5 Note: The EVAs are calculated as: EVA = NOPAT – WACC. II Table 2.
and naturally adopted an import substitution policy. Yang. It then presents recommendations for further reform in corporate governance and financing. It traces the country’s economic development.3 identifies characteristics of corporate governance by analyzing the ownership structures and control patterns of listed companies and the largest chaebols.4 contains analyses of corporate financing and its relationship to performance.6 discusses responses of the Government and the business sector and explains in detail their reform and restructuring efforts. This chapter is composed of six sections. which account for a substantial portion of the Korean economy. Section 2. the Government relied heavily on aid from the United States (US) and United Nations to alleviate poverty and high inflation. The evolution of the modern Korean economy can be divided into four periods. the board of directors system. 3 The review of historical development of the Korean economy draws substantially from the book by Sohn. Section 2. Major economic indicators for some of these periods are shown in Table 2.2. Section 2. 2. From 1948 to 1961. . Section 2. and other necessities domestically.1 Overview of the Corporate Sector Historical Development3 The development of the Korean corporate sector is closely related to the progress of the economy. and Yim (1998).2 presents an overview of the corporate sector.2. creditors. and employees and their role in shaping corporate governance practices. the import liberalization rate was below 7 percent and the average tariff rate was in the range of 25 to 30 percent. reviewing government policies responsible for the development of the modern corporate sector.2 2. The Government tried to produce food. corporate control by the Government. Section 2. clothing. In the period 19481961. Import Substitution: 1948-1961 The Korean War (1950-1953) devastated Korea’s industrial capacity.5 describes the state of the corporate sector in the financial crisis and draws on the results of the foregoing sections to outline the causes of the crisis.Chapter 2: Korea 55 regulatory framework for the corporate sector and reform measures taken after the crisis. It reviews such elements as shareholders’ rights.
2 32.8 15.9) (7. Large amounts of aid in the form of agricultural goods from the US kept prices of local goods low and discouraged efforts to increase agricultural production. lack of strong drive. the Government redirected the policy focus away from import substitution to an export-led manufacturing-based economy.4 24. largely because of political instability.1 9.9 794.56 Corporate Governance and Finance in East Asia.2 757.8 (8.7 37.0) 492.949.3 8.2 1980-1989 8.2 30. Source: Bank of Korea.2 31. and inconsistent economic policies.7 14.5) (1. Vol.0) (297. IMF. a Refers to 1971.265.5) 8.4 29.2 Key Macroeconomic Indicators Annual Average (percent.1a 21.1 29. and large current account deficits.332.1d 9.1 35.0 41. In the Plan.102.8 24.2 314.8 12. high unemployment and inflation.5 38.2 452.2 6.447. This goal required very high savings and investment rates. However.9) 1.4 29. and implementing new budget and tax measures.8 (724.1 — = not available.855. unless otherwise indicated) Indicator GNP Growth Rate Inflation Rate Savings Rate Investment Rate Manufacturing/GDP Interest Rate on Time Depositse Exchange Rate (won/$) Export Growth Rate Import Growth Rate Trade Balance (million $) Current Account (million $) Capital Account (million $) 1962-1971 1972-1979 8. the Government was not successful in solving the problems of slow growth. II Table 2.6 11.1 15.1 percent with moderate rates of inflation and introduced a series of reform packages aimed at developing key industries. c Refers to 1989. International Financial Statistics.4 1990-1997 7.4 (1. Export Drive: 1962-1971 Between 1962 and 1971. Economic Statistics Yearbook.5 250.7c 11.753. The Government tried . d Refers to 1997.2 1. the Government called for an unprecedented average annual economic growth rate of 7.0 27.9b 15.4 10. modernizing the industrial structure.7 30. e For maturities of one year or more.9 — — 21. b Refers to 1979. In 1961 it devalued the won from W65 to W130/dollar and announced its first Five-Year Economic Development Plan (1962-1966).
The well-educated. But the liberalization trend turned out to be short lived as current account deficits continued. However. During the first five-year plan period. Bank deposits increased rapidly. The exchange rate system was a kind of crawling peg until 1974. the Government changed the multiple and fixed exchange rate system to a unitary floating exchange rate system. In 1971. This change raised the import liberalization rate from 9. Exports increased sharply from $41 million in 1961 to $2. which laid a solid foundation for a steady growth path. In 1963-1964. the growth of gross domestic product (GDP) raised domestic savings. up from 30 percent in the late 1950s.5 percent. The positive list system for imports was replaced with a negative list that indicated only those items that could not be imported. but tariff rates were raised to 40 percent in the 1960s. while the average tariff rate was 39 percent. the Government undertook important economic reforms in two areas: the foreign exchange rate and the interest rate.4 percent. but the average growth rate for 1965-1969 shot up to 10 percent. imports of consumer goods and luxury items were highly restricted. due to continuous current account deficits. the import liberalization rate was 55 percent. and cheap labor force was well utilized by the export-led growth strategy. In 1965 the interest rate on one-year deposits doubled from 15 to 30 percent. abundant. Korea normalized political and economic relations with Japan to encourage inflows of Japanese capital that could finance big development projects. boosting internal investment resources. The Government abolished temporary direct subsidy measures and introduced a new comprehensive export promotion system. resulting in high real interest rates. During this period. The interest rate reform enabled banks to allocate large funds to the industrial sector and reduced the high inflationary pressure that had built up in the economy.2 billion in 1972.3 percent average between 1954 and 1959. In 1964. channeling funds from curb markets into the banking sector. and almost doubled the foreign exchange rate from W130/dollar to W256/dollar to enhance the international competitiveness of exports. The average growth rate of the economy from 1960 to 1964 was 5. These were considerably liberalized in 1967 when Korea joined the General Agreement on Tariffs and Trade (GATT).Chapter 2: Korea 57 to meet its targets by borrowing large amounts of foreign capital on the one hand. and maximizing mobilization of domestic savings on the other. the Government tried to provide exporting firms with a free trade environment.3 percent to 60. . Also. a modest improvement over the 4.
the emergence of competition of other low-wage. it tried to substitute imports and export high value-added HCI products. This strategy formally took off with the announcement of the HCI Promotion Plan in June 1973. The Government encouraged a variety of business projects. By promoting HCIs. faced the danger of bankruptcy. in the face of a world economic slump. investing a total of $9. Unlike the previous system.58 Corporate Governance and Finance in East Asia. shipbuilding. reducing or exempting debts of farmers and fishermen. electronics. These included rescheduling business debts. These practices contained an implicit government guarantee that large businesses and banks could never fail.6 billion between 1973 and 1981 into these sectors. II Heavy and Chemical Industry Promotion: 1972-1979 In the Third Five-Year Economic Development Plan (1972-1976). Vol. the Government felt that continuous trade deficits arising from increasing intermediate and capital goods imports could be prevented by developing import substitution industries. It promoted HCIs by supplying massive capital for construction and development. overburdened with debts and high interest rates. The Government targeted six industries—steel. The HCI promotion policy was much more comprehensive than past economic development plans. and allocating virtually unlimited amounts of credit at below-market rates while controlling the financial system. where preferential export credit was given to almost every exporter. In 1972. this new strategy had the Government explicitly allocating credit only to those firms deemed vital to HCIs in the form of below-market interest rates . the Government changed its industrial policy emphasis from light industries to heavy and chemical industries (HCIs). The Government took emergency measures. and assigned them to specific chaebols. One industrial policy adopted during the heavy and chemical industrialization drive was administered credit rationing. and giving low interest rate loans to banks from the central bank. the domestic economy was stagnant and many businesses. and chemicals—as future core industries. machinery (including automobiles). It included a detailed construction and investment schedule over a 10-year time frame and mandated coercive implementation. announcing rescue packages for businesses and banks. becoming a seed of the economic crisis in 1997. There were three reasons for the switch: first. Second. the Government felt the need to strengthen the defense industry. less developed countries forced Korea to adjust its industrial structure. The Government has since used similar emergency rescue measures for large businesses and banks almost once every 10 years. Third. nonferrous metal.
the Government restructured some large businesses through forced liquidation and M&As. price controls were abolished. Economic Liberalization and Globalization: 1980-1997 In 1979. the Government adopted comprehensive measures to promote economic stabilization. met increased difficulty. Such an approach gave the Government increased control over the economy. Meanwhile.2). The plan of the 1970s was thought to be successful in the long run. fiscal expenditure maintained zero growth. including forced liquidations and mergers and acquisitions (M&As). and the won depreciated by 20 percent with the adoption of a Basket-Currency Gliding System in 1980. as it had to control only a few large chaebols. Meanwhile. The severe world recession caused by the second oil shock. a heavy foreign debt burden. various measures to increase competition were taken. In order to improve economic efficiency. Gross national product (GNP) growth rates on average were higher in the 1972-1979 compared to 1962-1971 (Table 2. Firms that followed the Government expanded greatly. However. The industrial and trade policy resulted in high inflation in the 1970s and serious excess capacity problems by 1979. light manufacturing and service industries were weakened by disadvantages such as a lack of credit. In 1986-1989. Korea recorded current account surpluses and rapid economic growth due to the “three lows”: low value of the US dollar. and the large excess capacity of HCIs. the policy wasted substantial amounts of resources in the short and medium terms. faced with high inflation. New start-up firms. with many turning into the now well-known chaebols. Cheap credit and distorted prices resulted in overexpansion in the HCIs. however. imports were further liberalized while tariff rates were lowered. The incentives available became more market-based. since during the second half of the1980s many of the promoted firms became world-class competitors and exporters. Macroeconomic policies became hostages of the industrial strategy. The growth rate of the money supply was reduced drastically. including denationalization of banks. This required industrial restructuring by the Government. The two important ones were import liberalization and deregulation of the financial sector. Evaluations of HCI promotion policies are mixed. coupled with political uncertainty due to the assassination of President Park in 1979. such as widespread underutilization of capacities of HCIs and related plants. and their utilization ratios were very high. especially between 1979 and 1985. exacerbated the overcapacity problem. low .Chapter 2: Korea 59 through state-controlled banks.
The low value of the dollar led to a low won and high yen. Korea became a signatory country to the International Monetary Fund (IMF) Article VIII.9 percent. total sales. total debts. In 1988. By joining the Organisation for Economic Co-operation and Development (OECD) in December 1996.9 percent. II world interest rates. the Government committed itself to further liberalization of the goods and capital markets. 47. the importance of chaebols was increasing.1 percent. The Government tried to adjust economic policies and regulations to meet global standards. 45. 46. but it chose to liberalize gradually. Korea adopted a market average exchange rate system.2 Rise of the Large Business Groups (Chaebols)4 The Korean Fair Trade Act defines a business group as “a group of companies.1 percent and average tariff rates 8. whose business activities are controlled by an identical person. which gradually widened. and acceded to the World Trade Organization (WTO) in 1994. Meanwhile. in which the official rate for the day would be based on the interbank transaction volume-weighted average of rates of the previous business day. . Vol. and declaring that it would follow Article XI of GATT. 4. giving up its foreign exchange controls related to the current account. where particular individuals and their family have de facto control of the management of all subsidiary companies of groups. the import liberalization ratio reached 98. Korea began participating in many multilateral trade negotiations during the Uruguay Round. joined the Asia Pacific Economic Cooperation (APEC) Group in 1993. Industrial and trade policies were modified to be consistent with WTO. 13. In 1993. and total workforce.3 percent. The official rate fluctuated within a band. and low oil prices. with the 30 largest in the total economy in 1997 standing as follows: value-added. total assets.” A large-scale business group is called a chaebol. Korea abolished remaining direct subsidy systems for export activities as well as some traditionally managed trade systems.9 percent.2 percent. The most important element characterizing chaebols is the concentration of ownership. The birth of chaebols can be traced to the selling of Japanese colonial properties that were reverted to the Korean Government after World 4 The historical review of chaebols draws substantially from the paper of Lee and Lee (1996). while continuous and large current account surpluses saved Korea from the foreign debt problem.60 Corporate Governance and Finance in East Asia. further increasing its pace of import liberalization.2. In 1990. 2.
Since the Government controlled most business activities. the number of subsidiaries declined drastically due to corporate restructuring.3 shows that the number of subsidiaries of the 30 largest chaebols increased considerably since 1993. Subsidiary companies of chaebols are subject to “fleet-type management” in that they are controlled by the overall managerial system of chaebols. In the mid-1970s. The Government provided subsidies. financial assistance. This galvanized the fast growth of chaebols. 1993-1996 Year 1993 1994 1995 1996 No. it was more effective to deal with a small number of companies to secure tangible outcomes. From the standpoint of the Government. and tax breaks to key industries to promote exports and industrial upgrading. However. Table 2.3 Subsidiaries of the 30 Largest Chaebols. large-scale businesses and chaebols were thought to be appropriate actors because they could meet the huge investment requirements of these industries. Large-scale companies owned by the Japanese were sold to individuals under preferential terms and later enjoyed a relatively favorable position for accumulating capital. Chaebols have a history of substantial concentration of ownership. Important managerial decisions are made primarily by owners. the ownership and management of a chaebol’s subsidiaries are not separate. after the financial crisis. This policy contributed greatly to the expansion of chaebols.1 20.8 22.5 20. reaching 669 in 1996. . Table 2.3 Source: The Fair Trade Commission. In this sense. One reason for this controlling power is inter-company shareholding among subsidiaries.when the Government put a great deal of emphasis on development of the HCIs. chaebols that maintained a close relationship with the political authorities were able to grow fast. Chaebols are also excessively diversified.Chapter 2: Korea 61 War II. of Subsidiaries per Chaebol 20. Since the 1960s. and they are aided and supported by one another. the Korean Government has set the national goals of economic development and offered all kinds of support and incentives to achieve them. The Government provided financial and fiscal incentives to chaebols and trading companies with relatively abundant financial resources. of Subsidiaries 604 616 623 669 Average No.
However. 2. Related to this is the tendency of chaebols to assist unprofitable firms at the expense of profitable ones. Meanwhile.2. listed companies enjoyed corporate tax rates that were 10 to 20 percentage points lower than those imposed on privately held firms. Under this law. . they can reduce uncertainties and dilute risks through sharing of information and diversification. On the other hand. The law also allowed employees of listed firms to get 20 percent of the subscription rights in offerings of new shares. there are many negative assessments of organizational structures and practices of chaebols. years since establishment. the Government’s efforts to develop the stock market culminated in the Capital Market Development Act of 1968. if a chaebol has an unsound financial structure but strong financial links through mutual payment guarantees among their subsidiaries. The law also contained provisions to afford tax and other benefits to firms that went public and to impose tax-related penalties on those that refused to comply with government recommendations.62 Corporate Governance and Finance in East Asia. in addition to the usual economies of scale. internalization of the market that could enhance the internal efficiency of a chaebol may close the market to other firms. Since chaebols are engaged in many different businesses. profitability. Vol. including the “economies of organizational size” inherent in multi-product and multiplant firms. chaebols can benefit from synergies. which may ultimately lead to the decline of social efficiency.3 Role of the Capital Market and Foreign Capital In the 1960s. This could ensure their stable growth and enhance their investment abilities. and were allowed extra depreciation charges for tax purposes. the bankruptcy of one or a few marginal subsidiaries could lead to a chain of bankruptcies for the entire chaebol. They had to meet certain requirements in terms of firm size. This law was in effect until 1987 when it was partly absorbed into the Capital Market Development Act. II Theoretically. In the early years after the enactment of the law. the Government reviewed the financial performance of companies and recommended (or ordered) selected ones to go public. Another law that contributed to the development of the stock market was the Act to Expedite the Going Public of Corporations of 1972. etc. diversification can make chaebols stable through the portfolio effect. Diversification may raise chaebol profitability but could also work to eliminate more efficient competitors because bigger chaebols have a higher capability to enforce unfair methods of competition. For example.
2 44.4 40. Because of government policies and the booming economy. continued until 1989. In this regard.Chapter 2: Korea 63 During the 1980s and 1990s. .570 95. in 1986 the Government imposed limits to bond issues on firms that were recommended to go public but refused. First. of Listed Firms 342 626 669 699 721 760 776 748 Stock Price Index 138.6 Year 1985 1989 1990 1994 1995 1996 1997 1998 Source: Monthly Review (Securities Supervisory Board) and the Financial Supervisory Service.0 49.5 406.217 141. Second.4 654.9 833. Third.9 34. The policy to expand the size of the stock market.989 137.7 934. the stock market grew rapidly during the 1980s.6 747. however.1 16. mainly by increasing the supply of shares by initial public offerings (IPOs) and seasoned issues. was established to invest in domestic shares beginning in September 1985. a country fund.798 Market Capitalization as a Ratio to GDP (%) 8. the Government attempted to stabilize the stock market by limiting IPOs and share issues by listed companies. the Government announced the gradual opening of the capital market to foreign investors in January 1981.020 151.9 918.0 79. especially those paying small or no dividends. Beginning 1990.4. This reversal in policy reflected declining stock prices and was generally maintained until the outbreak of the economic crisis in 1997.1 Market Capitalization (W billion) 6. the number of firms listed on the Korea Stock Exchange almost doubled in the five-year period from 1985 (342 firms) to 1990 (669 firms). several important policy measures were implemented to promote the development of the stock market. Also that year.476 79. Inc..151 117. The Korea Fund. As shown in Table 2. The aggregate Table 2. Korean firms were allowed for the first time to issue in international financial markets equity-related securities such as convertible bonds (CBs) and depository receipts.1 30. the Government announced measures to increase the demand for shares by providing tax and financial incentives to individual investors.4 Development of the Stock Market.370 70.0 965. 1985-1998 No.
433) (9.2 percent by 1989.001 4.953 10. but increased sharply to 79. due to declining stock prices.737 (333) (297) (607) (2) 218 2.440 1. Korean companies borrowed substantial amounts of foreign capital due to the excess of investments over savings and chronic current account deficits—except in the period 1986-1989. and stayed at the 30-40 percent level up to 1996.546 (2.785 (1.817 16.86 percent of GDP in 1997.534) 1.583 25 10.413) 56. . The reasons for the decline include increases in bankruptcies and mergers involving listed companies since the outbreak of the economic crisis.658) (3.910) 2. Table 2.352 471 3.141 4.085 2.870) (1.694) 2.339) (9.924 (1. Vol.255 2.800 (7.59 percent in 1998 and to more than 50 percent in the early months of 1999.875 21.450 24. The number shrank for the first time in 1998 to 748 firms from 776 the previous year.123 3.338 4.239 19.017) 1.642 21. Table 2. trade credits. 1985-1998 ($ million) Year Net FDIa Portfolio Investments Other Investmentsb Of Which Loans Trade Credits 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Total a b 313 (9) 696 809 147 (808) (115) (311) (832) (2.942) 42.868 (518) (418) 63 1.571 2. but rose again to 34. The aggregate market value of listed shares bottomed at 16.714 1.944) 8.149 13.455) 13. The growth in the number of listed firms also slowed in the 1990s.852) (2. and other liabilities.150 5. Other investments include loans.553 8.650 (1.5 shows net FDI—inward investments by foreigners less outward investments by Koreans—in the period 1985-1998.453 (2. and 1993.296) (6.64 Corporate Governance and Finance in East Asia.264) (3.542) (1.5 Private Capital Flows to Korea. currency and deposits. foreign direct investment (FDI) has been very small relative to GDP and compared to other East Asian countries.742 (3.126 (1.858 4.382 Permit basis.500 7.347 3.326 1.008) (3. The relative size of the stock market diminished to 44 percent in 1990.287 (340) 73. Bank of Korea. However.183 12. Source: Balance of Payments.414) 5. II market value of all listed firms represented only 8 percent of GDP in 1985.
6). However.2. Profit rates of Korean firms were relatively low compared to those of Taipei. 2. increased substantially in 1994-1996 due to accelerated liberalization of capital movements (Table 2. The same categories will be analyzed in later sections. and high production costs were the main reasons for low FDI in Korea. Large amounts of outward investment by Koreans in the mid-1990s arose out of increased liberalization of foreign exchange regulations. Between 1986 and 1989. following the sharp depreciation of the won. The growth rates of total assets.2 percent in 1987. and (iii) chaebols. the growth rates of equity and sales dropped sharply in 1996 and 1997. but dropped in 1996 and were negative by 1997. This would lay the foundation for evaluating the effect of corporate governance on performance. In addition to FDI. The debt-to-equity ratio (DER) averaged 311 percent for the period 1990-1996 and peaked at 424. Corporate sector net proft margins increased from 1993 to 1995. but between 1988 and 1993.4 Growth and Financial Performance This section looks at the performance of (i) the aggregate corporate sector. (ii) listed firms.Chapter 2: Korea 65 Complicated government regulations.China. and US. The ratio is generally in the same range for Japan and Korea. Japan’s was consistently higher. The Aggregate Corporate Sector The aggregate corporate sector in this study excludes the financial sector.7 compares the ratio of ordinary income to sales of Korea’s manufacturing sector with those of Japan. Table 2.9 billion. other net private capital inflows amounted to $130 billion during 1985-1998. weak incentives for attracting FDI.7 billion and loans $42. Return on equity (ROE) and return on assets (ROA) showed similar patterns. portfolio investments amounted to $73. Taipei. The dismal performance of the Korean corporate sector compared to the .China and the US. Korea had substantial current account surpluses and experienced net private capital outflow. The contribution of the corporate sector to GDP was 73. excluding FDI.6 percent in 1997. Of this. This indicates that a substantial proportion of debt was denominated in dollars. Net private capital inflow.5). and sales of the aggregate sector during this period were very high (Table 2. equity. increasing to 76 percent in 1997.
1 2.1 8.6 1.7 3.9) DER = debt-to-equity ratio.5 4.3) 5.2 19.Table 2.4 1. ROE = return on equity (ratio of net income to stockholders’ equity). Note: Ratio of ordinary income to sales = (ordinary income/sales).3 335.9 18.8 3.1 2.3 308.0 (0.3 21.8 2.7 4.5 0.1 2. ROA = return on assets (ratio of net income to total assets).4 1.2 13. Table 2.3 312.4 — 6.3 21.7 15. Source: Bank of Korea.6 4.5 1.6 1.3 1.0 6.8) 297.1 — — — = not available.1 6.2 1.8 8.9 2.7 1.9 18.9 5.5 4.2) (0.3 11. Source: Bank of Korea.5 1.3 — 3. 1990-1997 (percent) Growth Performance Year Total Assets Equity Sales Financial Performance Net Profit Margin DER ROE ROA 1990 1991 1992 1993 1994 1995 1996 1997 23.China 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 2.6 2.9 5.4 1.3 14.0 0.0 4.8 1.8 21.0 305.7 15.7 International Comparison of Ratios of Ordinary Income to Sales in Manufacturing (percent) Year Korea US Japan Taipei.7 4.0 13. Financial Statement Analysis Yearbook.8 22.5 7.8 1.6 Growth and Financial Performance of the Nonfinancial Corporate Sector.7 3.9 2.9 3.5 (0.2 9.5 1.5 2.2 18.9 13.1 5.3 17.9 8.7 4.2 1.2 1.0 8.6 (4. Ordinary income = operating income + nonoperating income (from financial activities) – nonoperating expenses (from financial activities).4 19.9 16.6 13.6 9.4 10.9 5.6 318.0 13. Financial Statement Analysis Yearbook.0 7.4 4.9 4.3 3. .2 13.9 16.9 2.4 2.3 6.9 3.7 325.4 2.5 3.0 3.6 424.7 2.6 3.0 10. Net profit margin = ratio of net income to sales.4 2.
but higher than that of small firms. ROEs. both ROA and ROE were lower for the listed firms compared to the latter. This preference of Korean firms has its roots in the structure of corporate governance. and transport sectors recorded negative profit rates in 1997. while their average net profit margin was lower than that of medium firms. Net profit margins. Growth rates of total assets are generally high. and steam supply industry. trade. All sectors experienced a sharp decline in equity and sales growth in 1997. this may be an indication of the bias toward large firms in terms of access to credit. The superior performance of listed firms in terms of sales growth may be due to large firms’ easy access to credit and the inclusion of financial firms in the listed firms category. In most years. Small listed firms were hardest hit by the financial crisis. . the average ROE was lowest for large firms. construction. Again.8). the sales growth of listed firms was higher than that of the aggregate sector (see Table 2. the exception being the electricity.6). The growth performance of large firms for the 1988-1997 period was better than that of medium. In 1997. followed by mediumsized firms and large ones. However. It is notable that the construction sector’s profit rate began its decline in 1995. Performance followed similar patterns across different industries (Table 2. The profit margin of listed firms was generally higher than that of the aggregate corporate sector. Profit rates of most industries are also quite low. and ROAs of all listed firms declined substantially in 1996 and turned negative in 1997.9).4 percent. a year ahead of the other industries. with the wholesale and retail trade sector and the construction sector having the highest figures. The other financial ratios follow the general pattern of the aggregate corporate sector. A comparison of performance by firm size reveals some interesting results. Listed Companies The number of listed firms increased from 334 in 1985 to 775 in 1997 (Table 2. gas. with equity in wholesale and retail trade even contracting.and small-scale firms (Table 2. This may be related to its having the lowest DER.10).5 percent while the aggregate sector recorded only 13. However. The manufacturing.Chapter 2: Korea 67 other three economies can be attributed to the emphasis on growth in sales and market shares rather than on profits. Profit rates of different industries also mirrored the downward trend of the aggregate corporate sector prior to the crisis. sales of listed firms grew 18.
1 27.2 241.1 16.5 483.9 428.1) (3.0 18.9 (0.5 27.4 10.6) 3.7 21.8 461.5 270.0 2.4 0.9 9.1) 0.6 24.0 2.2 7.5 3.4) 0.0) 0.3 25.5 239.0 21.8 16.2 15.3 11.1 22.8) 0.9 0.0 5.0) 4.3 10.8 24.3 15.0 2.2 24.8 Growth and Financial Performance of Selected Industries (percent) Growth Performance Year Assets Equity a Financial Performance NPM b Sales DER ROE ROA Manufacturing 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average 13.8 10.7 4.4 10.5 28.3 11.0 15.0 24.1 296.0 1.3) (1.5 1.9 25.4 5.4 10.8 34.1 20.1 396.0 3.7) 2.2 18.Table 2.8 13.2 (1.2 20.5 1.5 (0.5 4.9 2.0 1.5 1.6 11.6 17.7 30.3 8.8 10.6 1.0 5.4 291.5 473.9) 1.4 1.1 7. Renting.2 5.1 (0.2) 6.5 286.8 2.5 432.1 0.7 10.3 8.6 17.2 12.0 7.1 2.9 16.9 1.8 345.1 1.4 0.8 302.4 458.2 0.8 14.9 340.2 2.8 35.2) 22.6 7.3 8.5 30.0 16.0 245.9 (0.0 22.1) 3.0 254.8 562.5 1.4 .4 10.5 (5.4 3.0 1.4 14.6 12.5 19.3 14.4 5.6 3.6 15.8 2.6 318.8 1.0 23.4 5.7 317.4 12.2 5.3 15.9 538.3 1.0 1.1 1.5 13.3 18. and Business Activities 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average 11.8 2.2 6.9 10.6) (6.8 32.2 20.8 3.6 16.1 21.3 15.4 15.8 17.0 24.5 569.3 10.9 2.3 1.0 19.6 0.7 16.8 0.4 2.4 350.2) (0.1 290.4 2.6 0.5 16.8 16.3 2.0 18.2 423.7 (0.5 1.1 28.8 14.3 8.4 2.7 228.9 (0.9 19.6 1.4 2.0 1.3 13.8 7.8 1.2 315.2 0.6 375.9 16.2) 15.3 14.7 (3.8 12.6 6.8 22.5 6.8 3.9 29.0 12.4 1.3 2.2 5.6 5.0 15.7 17.4 9.4 740.0 (0.0 22.0 (4.1 10.6 655.7 514.0 16.0 1.8 12.4 348.0 1.8 526.9 10.0) 1.2 36.5 338.7 294.4 17.1 0.3 15.5 306.5 5.8 616.3 31.7 9.9 3.9 16.5 6.5 14.1 2.1 1.3 288.7 0.5 23.9 14.5) 0.0 37.6 14.9 31.4 4.4 (0.9 13.0 9.1 0.7 5.6 12.8 0.6 3.7 520.1 1.8 24.8 23.1 17.5 5.8 16.8 22.0 22.5 (1.0 2.6 14.4 474.3 285.7 7.6 14.5 1.6 2.8 Real Estate.7 22.2 25.2 16.0 (0.0) 0.7 1.2 0.2 6.4 2.9 5.1 (0.5 Construction 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average 18.2 16.
9 12.6 512.2 14.5 0.6 4.1 323.4 7. b NPM denotes net profit margin.8 4.5 15.6 2.9 18.1 (11.9 (11.5 13.2 14.1 15.3 3.1 11.5 307.8 15.8 6.8) 1.7 0.0 98.1 16.6 14.6 20.3 (2.6 9.6 15.5) 22.4 3.7 16.7) 0.4 13.0 7.9 7.0 Transport.1 17.4 0.3 0.5 11.4 16.3 8.4 633.7 20.4 3.2 18.7 0.5 2.5 612.3 0.6 1.3 1. a New equity does not include capital surplus.0 (15.4 341.8 0.0 1.8 14.6 (2. and Communication 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average 15.4 15.7 14.6 8.8 12.3 1.9 4.4 30.2 122.1 11.0 1.1 12.0 2.062.6 6.6 172.2 11.3 — — — — — 10.4 0.8 0.0 14.6 6.7 187.1) 5.9 Electricity.2 18.8 6.1) (0.1 2.4 6.2) 0.4 1.3) (1.6 9.5 14.2 2.6 34. Source: Calculated using data from Bank of Korea.1 8.8 8.1 (2.3 2.0 1.5 14.4 — — — — — 448. and Steam Supply 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average 12.4 12.0 13.0) 1.5 344.8 3.4 2.9 8.4 169.4 6.3 740.3 19.2 10.7 — — — — — 14.6 12.5 11.6 16.8 (Cont’d) Growth Performance Year Assets Equitya Sales NPMb Financial Performance DER ROE ROA Wholesale/Retail Trade 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average — — — — — 31.6 (2.5 16.9 321.7 — = not available.1 15.3 9.8 12.3 18.1 14.0 5.3 34.2 15.3) 15.9 17.6 — — — — — 17.6 21.0 (1.0 21.1 (0.2 10.8 7. Storage.5 30.9 10.3 125.5 462.8) (12.6 18.4 7.5 12.2 1.5 47.1 1.4 (2.0 89.9 17.8 3.4 367.6 8.3 4.6 4.3 18.1) (0.2 143.6 0.7 2.2) 9.6 12.4 11.5 117.3) 11.4 2.5 26.7 11.3 543.9 6.4 1.9 10.8 11.7 7.9 9.9 18.5 8. Gas.7 116.7 2.3 23.4 12.Table 2.4 10.3 8.9 1.4 (0. Financial Statement Analysis Yearbooks.0) (0.2 18.7 11.2 — — — — — 2.1) 1.5 482.4 14.9 456.5 14.7) (4.6 19.7 7.9 8.7 15.9 3.1 4.8 14.3 17.0 106.3 12.1 21.6 6.4 0.3) 4.2 3.9 12.4 9.7 510.5 (2.5 14.8 9.5 4.4) (1.6 8.4 3.6 1.4 21.7 11.3 112.3 4.3 524.9 332.4 1.0 2.9 (10.7 12.2 7.1 3.0 14.2 90.8 111.2) 13.2 698.0) 1.9) (8.6 9.6 19.1 15.6 — — — — — 0.6 3.9 9.1 6.5 15.3 4.5 539.7 19.9 4.0 921.2 10.8 529.0 5. .
the largest chaebol.9 11. and net profits (46. II Table 2.3 0.9 Growth and Financial Performance of Listed Companies. The criteria for selection of largest chaebols have changed a few times.8 0.3 20. It should also be noted that when the financial crisis struck in 1997.1 6. the 30 largest chaebols accounted for 13.9 21. The smallest group had 16 members in 1995. Chaebols have been the most important actors and engines of growth in the Korean economy.7 Net Profit Margin 0.5 0. Generally.3 2.9 0.2 2. Hyundai Group.3 4. sales (45.12).0 0.5 19.6 1. unless otherwise indicated) Financial Performance Year 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average No.0 3.7 1.4 0. but the number of designated groups has been fixed at 30 since 1993. The top five chaebols registered the highest growth rates. of which 16 were publicly listed (Table 2. followed by the top 6-10 (Table 2.12).9 percent).9 6.11). of Firms 334 351 386 503 626 669 680 681 687 698 715 754 775 Sales Growth 10.7 percent) of the corporate sector.4 2.3 percent).4 1.7) 0. Vol. Performance of Chaebols This section uses available data on the top 30 chaebols.3 15.9 26.9 1.6 (1.7 (5.5 ROE 3.6 0. The number of Hyundai member companies rose to 57 in 1997. In 1995.2 0.7 1.1) 4.9 2.2 9.8 5.6 3. the growth of sales of the top 30 chaebols exceeded that of the aggregate corporate sector (compare Tables 2.4 1. of which four were listed. debts (47. the top 11-30 chaebols experienced a decline of .6 and 2.6 23. Kis-Fas.1 1.2 6.2 9. Between 1993 and 1997.8 6. and close to half of total assets (46.4 1.5 5. had 46 member companies.3 (0.1 percent of the economy’s total value added (excluding the financial sector).5 ROA 0.6 22. 1985-1997 (percent.4 22.9 2. 1998.0 18.6 2.5 19.9 Source: Constructed using data from Korea Investors Service. it is the chaebols’ large firms that are listed.8 24.4) 1.1 1. In 1997.9 percent).70 Corporate Governance and Finance in East Asia.
1988-1997 (percent) ROE Large 9.8 6.8 6.6 2.0 19.6 0.3 (0.3 3.9 (0.1 2.2 1.7 18.7 2.2 7.6 1.3 15.4 3.0 4.7 (0.8 7. .2 Note: Large firms have a capital base greater than W15 billion and small firms smaller than W5 billion.6 7.5 1.4 3. Source: Korea Investors Service.2 2.9 6.1 2.5 2.1) 5.9 5.8) 1.2 3.9 3.2 0.2 13.3 Medium 14.2 10.9) (6.6 9.0) 0.0 15.3 (0.0 1.2) 0.3 9.6 3.2 (0.9 2.8 10.5 3.10 Growth and Financial Performance of Listed Companies by Size. 1998.9 0.0 1.5 25.6 2.7 3.1 11.6 1.2) (1.5 17.Table 2.9 2.4 2.2 2. Kis-Fas.1 1.7 1.1 8.3) 5.4 5.7 (1.8 0.0) 1.8 3.8 16.0 10.8 0.8 1.1 0.4 1.5 (1.5 5.6 (0.4 Medium Small Large Medium Small ROA Growth Performance Large 17.7 2.2) (1.9 14.6) 0.3 11.3 6.5 5.5 0.8 0.7 4.3 1.6 5.9 0.4 1.0 6.8 0.4) 1.6 13.3 15.0 (4.4 11.9 1.5) 1.0 1.6 1.9 6.9 25.5 Net Profit Margin Year Large Medium Small 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average 2.2 Small 13.0 17.6 8.6 2.0 1.9 2.5) 1.6 6.9 1.4 6.7 (1. Others are medium firms.0 16.6 3.6 (1.8 17.9 0.8) 6.8 (5.6 0.4 16.9 22.2 13.2 12.3) 0.
995 2.597 351.967 7.910 3.370 6.376 35.501 13.798 — No.455 22.927 16.458 6.774 7.935 2.599 — 2. of Member Companies 1995 46 55 49 25 32 23 24 16 31 28 27 26 18 21 16 17 16 16 14 19 22 19 24 11 14 8 8 11 18 16 1997 57 80 49 30 46 25 24 28 31 30 26 25 21 — 19 18 18 17 24 24 24 6 8 2 15 — 7 — 18 — No.Table 2.427 9.929 12.690 3.177 — 6.180 2.475 2.346 3.873 2.756 5.761 31.129 2.395 31.433 3.117 4.990 2. of Listed Companies 1995 16 14 11 9 5 11 9 5 8 4 4 9 5 2 4 3 2 7 4 4 4 6 8 2 5 2 2 2 0 4 — = not available.486 6. Source: Fair Trade Commission.158 1.853 1997 53.246 11.457 14. .313 14.996 1.090 6.956 3.158 7.743 40.924 2.11 Features of the 30 Largest Chaebols Total Assets (W billion) Name Hyundai Samsung LG Daewoo Sunkyung Ssangyong Hanjin Kia Hanwha Lotte Kumho Doosan Daelim Hanbo Dong-A Halla Hyosung Dongkuk Jinro Kolon Tongyang Hansol Dongbu Kohap Haitai Sammi Hanil Keukdong New Core Byucksan 1995 43.766 3.951 3.651 38.309 14.677 3.398 — 2.445 4.574 3.287 10.147 5.423 5.131 3.303 3.640 4.364 5.
3 11.9 1.0 1.9 17.2 20.3 16.2 (16.1 10.4 38.4 12.0 17.4) 1.6 18.5) (0.7 15.7 0.3) 0.4 26.5 5.0 19.1) (0.3 3.1 (2.7 1. 1993-1997 (percent) Growth Rates Year Top 1-5 1993 1994 1995 1996 1997 Top 6-10 1993 1994 1995 1996 1997 Top 11-30 1993 1994 1995 1996 1997 Top 30 1993 1994 1995 1996 1997 Sales 12.2 0.4 30.0) ROA 1.2 (5.3 1.3 19.0) 3.1 27.12 Growth and Financial Performance of the 30 Largest Chaebols.6 4.2 0.2 (2.3 1.0 0.4) (0.9 3.9 3.0 31.1) (1.7) ROE 5.1) 0.1) (0.4 0.9 20.0 0.8 Assets 12.4) (14.6 (0.5) (0.2) 1.0 2.2 (2.5) (0.8 27.1 (3.0 6.7 10.9 24.7) Source: Bank of Korea.1 (1.7 15.2) (0.9 20.6 1.2 3.2) (2.0 2.3 0.4 (2.2 1.3 9.8 18.6 19.6 Financial Performance Net Profit Margin 1.3 0.5 (0.1 19.3 27.7 10.1) 0.7 13.2 0.5 27.3 14.6 25.9 18.8 0.2 11. .3 15.Table 2.1 2.5 2.0 2.7 4.5 20.0) 12.5 19.5 32.
resulted in the chaebols’ excessive leverage. includes the largest shareholder. The better showing of the top five chaebols was a direct result of their dominance in human resources. loopholes and inconsistent policies spawned strategic behavior and agency problems. Only the top five chaebols registered a positive net profit margin in 1997. There has been a wide range in DER among chaebols.1 Patterns of Corporate Ownership The ownership of most Korean listed firms is highly concentrated. it refers to the degree of concentration and shareholdings in the hands of an “identical person. the net profit margin of the aggregate sector exceeded that of the top 30 chaebols. 5 While “ownership concentration” can be defined and measured differently in different contexts.95 percent.3.7 percent growth in total assets. 2.” in Korea’s legal and regulatory framework. However.5 Founding families are mostly still the largest shareholders and. The financial performance of the top 11-30 chaebols deteriorated during 1993-1997. his/her relatives. Attempts to rectify the corporate structure were halfhearted and it was only after the onset of the crisis that many of the most serious reforms were instituted. 2. except for 1995. and access to credit. The absence of a well-developed equity market and the provision of subsidized credit. and led to a high concentration of ownership.74 Corporate Governance and Finance in East Asia. the average DER of the 30 largest chaebols reached 519 percent. II 2 percent in their sales and a very low 4. Their worst year was 1997 when ROE hit -15. from 190 to 3.13). weak corporate control. coupled with weak corporate governance. Ownership patterns. and vulnerable balance sheets. and government intervention interacted through a set of laws and regulations to bring about the existing structure. in this instance. internal and external control mechanisms. In general. more important.” This “identical person. technology. . and the companies that are under the control of the largest shareholder. chaebols had a higher average DER than the corporate sector as a whole. By the end of 1997. a pyramidal structure of corporate ownership is prevalent. However.765 percent (Table 2.3 Corporate Ownership and Control This section looks at the key aspects of corporate governance in Korea. Vol. The Commercial Code stipulates the basic governance framework and applies to all corporations. The ROE of the top 30 chaebols was consistently higher than that of the aggregate corporate sector.
0 506.3 315.Table 2.3 572.7 354. Hyundai 2.0 486. Kohap 25. Halla 17.1 190.855.9 321.4 192.7 267. Haitai 26. Hanjin 8.6 .3 328. Sunkyung 6.1 278. Halla 13.5 343.6 936.7 621.764.1 477.065.8 312.6 409.2 346.4 175. Daewoo 5.5 3.244. Samsung 3.5 337. Dongkuk Steel 19. Lotte 11. Sammi 27.5 2.441.2 2. Hanil 28. Dongah Construction 16.6 516. Hyosung 18.4 556. Kia 9. Newcore 30. Doosan 15. 1995-1997 (percent) Chaebols 1995 1.2 423. Kumho 12. Dongbu 24.9 751. Samsung 3.6 2. Hansol 23. Hanjin 8.2 924. Hanbo 15. Daelim 16.8 313.2 328.0 370.1 3.0 436. Hanwha 10.4 205. Doosan 13. LG 4. Dongah 14. Ssangyong 7.4 622. Jinro 20.1 385. Kumho 12.13 The Top 30 Chaebols’ Debt-to-Equity Ratio.8 336. Hanwha 10. Lotte 11.1 674. Byucksan 1996 1. Kia 9.3 297. Ssangyong 7. Kukdong Construction 29.7 416. Daewoo 5.2 471.5 383.0 218. Daelim 14. Jinro Debt-to-Equity Ratio 376. Dongkuk Steel 19. LG 4. Sunkyung 6. Hyosung 18. Hyundai 2. Hansol 17.7 688. Tongyang 22.7 620.5 464.2 292. Kolon 21.
498.3 676.8 590.5 519.225.8 658.4) 513. Daelim 14.8 399.1 438. Newcore 28. Dongbu 23.8 647. Hanwha 9.214. Keopyong 29. .7 944. Hyundai 2.5 386.8 468. Miwon 30.5 (1. Jinro 23. SK 6.3 347. Keopyong 29.Table 2.3 399.6 Sources: aFair Trade Commission. LG 5. Hanjin 7.1 375. Tongyang 24. Anam 27.784.0 419.9 578. Shinho 26.9 490. Shinho 1997 1. Kolon 19. Haitai 25.1 359.0 505. Kumho 10. Daewoo 4.5 576.7 1. Halla 13. Tongyang 24. Daesang 27. Financial Statement Analysis Yearbook. Hyosung 17.7 370.6 335. Dongah 11. Kolon 21.0 907.9 472.5 1.6 590.9 465.1 472.4 1. bBank of Korea. Dongkuk Steel 20. Dongbu 21.8 338. Samsung 3. Kohab 22.9 1. Kohab 18. Doosan 15. Haitai 25. Lotte 12. Kamgwon Industrial 30. Hanil 28.3 1.5) 404.5 (893.8 347.6 416. Anam 22. Hansol 16.6 478.13 (Cont’d) Chaebols 20.0 305.5 261.5 323.9 216.8 307.501. Saehan Average of All Chaebolsa 1995 1996 1997 Average of All Industries Excluding Financial Sectorb 1995 1996 1997 Debt-to-Equity Ratio 317.1 433.6 424. Ssangyong 8. Newcore 26.600.
the percentage of holdings by individuals slipped to 60. The next important group was “other corporations.Chapter 2: Korea 77 When controlling shareholders hold a very small percentage of the shares. Among listed nonfinancial companies. with a given range of managerial shareholdings (for instance. The controlling shareholders of chaebols hold comparatively smaller percentages of shares.7 percent by 1997. while those owned by banks. Beyond that range. The reduction can be . Most non-chaebol listed firms in Korea are believed to have ownership concentrations within the 10-30 percent range. the incentive effect once again dominates. resorting to extensive use of pyramiding to maintain control. managerial entrenchment becomes more likely. but their shares declined to 21. and insurance companies increased during the period. Securities companies reduced their holdings over this period of falling stock prices as the size of investment trust companies’ stock portfolios declined.6 percent by 1997. an entrenched manager is insulated from market pressure and can pursue personal goals without the fear of being replaced. and state-owned companies and securities companies declined. and then steadily declined after 1993. the year the stock market was in a frenzy due to buying sprees.1 percent. including banks and other financial firms. the ownership structure can bring about an incentive effect. When managerial holdings are reinforced by artificial control mechanisms such as pyramiding. including investment trust companies.14). The holdings of financial institutions.” foreigners..” followed by banks. 10 to 30 percent). However. Theoretically. From 69. the entrenchment effect outweighs the incentive effect. Thus. the individual owners—the portfolio investors as well as the controlling shareholders and their family members—formed the largest shareholder group (Table 2. an increase in their ownership may bring their ownership incentives to converge with those of the minority shareholders. individuals were also the largest shareholder group. the entrenchment effect and problems of agency may be more pronounced in chaebols than in independent firms. the Government. The percentage of shares owned by “other corporations. Composition of Ownership Among listed companies.e. The pattern of distribution changed little through 1992-1997. However. large ownership can also bring about the entrenchment effect. fluctuated widely during the period. that is. Financial institutions owned as much as 28 percent of the total corporate shareholdings in 1992. the extent of ownership by these individuals declined gradually after 1988. i.
4 18.6 2.8 4.1 8.5 7.9 36.1 18.7 18.8 17.4 1997 551 1.2 3.2 2.0 8.3 8. investment trust companies.3 17.0 60.4 6.6 1991 505 0.9 2.6 9.9 17.8 5.7 59.6 9.14 Ownership Composition of Listed Companies.7 1990 531 0.6 19.2 17.0 9.0 59.1 21.4 34.6 20.6 8.0 5.4 13.1 11.0 27.1 1.0 7.5 16.5 1. of Firms The Statea Banks.2 9.6 Year No.8 59.9 1.0 5.9 15.4 5.1 17.1 60.5 4. d Constructed from data files of the Korea Listed Companies Association.3 2.7 9. etc.1 18.5 62.6 16.3 26.2 4.9 2.9 19. .8 5.5 7.3 18.7 14.6 22.4 14.0 4.9 1.8 2.0 28.6 12. a The State covers the Government and state-owned companies.1 2. c Data from Korea Stock Exchange.5 1989 498 0.3 5.6 36.5 6.7 4. and finance companies.3 5.4 Insurance Firms Other Corporations Foreigners Individuals 39.” includes commercial banks.1 8.1 21.2 B.2 7.9 26.9 5.2 9.2 5.8 59. etc.1 4.8 1995 548 2.2 1.5 1992 508 2.2 5.3 1.2 8.2 8.b A.5 6.3 39. mutual savings.9 37.3 1994 521 1.7 6.3 1.1 10.8 2.7 3. merchant banks.5 1. Listed Nonfinancial Companiesd 1988 406 0.6 16.7 7.1 68.5 60.5 Note: Ownership is based on number of shares. 1988-1997 (percent) Financial Institutions Securities Firms Total 28.9 4.1 3.7 9.8 17.8 69.5 18.2 18.4 13.6 16.Table 2.3 18. b “Banks. All Listed Companiesc 1992 681 1993 687 1994 698 1995 715 1996 754 1997 775 9.6 13.3 1996 570 2.2 1993 511 2.7 8.4 5.5 12.3 17.
financial institutions had more shares in the manufacturing sector than in primary industries. and service of motor vehicles (Table 2.8 percent of listed shares in 1997.15). whether partial or absolute.16). The ownership distribution in listed nonfinancial firms. Institutional investors. The Government’s and state-owned institutions’ (including some banks) ownership was generally small except in the power sector. Over the years. the holdings of institutional investors were expected to increase significantly with the Government’s introduction of US-type investment companies in 1998 and . medium. foreign holdings were derived from purchases through country funds and direct capital investments. the Government acquired an even bigger share in several banks as part of its program to bail out these distressed institutions.Chapter 2: Korea 79 ascribed to prudence in staying away from the stock market—as part of their risk management strategy—as the stock market was in doldrums throughout the 1990s. as distinguished from individual and foreign investors. This trend can be explained by government ownership. However. held 26. In most instances. indicating their increased investments particularly in the service industries with high growth rates. Corporate holdings averaged 16 percent throughout 1988-1997. When independent companies are distinguished from firms affiliated with the 30 largest chaebols. other corporations’ holdings shifted toward service industries. Individuals held the majority of the shares in all industries except in telecommunications. the Government was the sole owner. with the Government continuing to hold a sizable share in the Korea Electric Power Corporation. and US (Table 2. Compared with its holdings in all listed companies. In 1998. government ownership in nonfinancial companies was remarkably smaller and more concentrated. The holdings of other corporations are mainly equity investments in affiliate companies. One minor difference is that the percentage of shareholdings by corporations is slightly higher in large-sized firms. In general.18). However. there appears to be no significant difference in the overall shareholding patterns between the two groups (Table 2. a more detailed breakdown of the data on majority shareholdings in the next section shows significant differences in the two groups’ composition and level of majority shareholdings. indicating their heavier reliance on inter-firm financing investments. of some banks. categorized into large. and small companies.17). did not vary significantly (Table 2. UK. Before such liberalization. Foreigners gradually increased their equity shares in 1992 when direct purchases by them were first permitted. electricity. This is low compared with those in Japan.
1 0.8 1.4 5.0 9.4 7.7 2.1 8. and Printing Chemicals.5 0.5 12.9 19.3 0.5 7.3 2.0 0.3 10.9 10.1 0.0 9.7 63.2 1.5 — 0.2 — 0.7 20.3 0.2 2.5 19.2 0.2 7.15 Ownership Composition of Listed Nonfinancial Firms by Industry.0 9.6 11.3 0. Motor Vehicles Electricity.0 20.3 9.0 1.4 8. Paper.0 — 0.9 66.3 38.3 4.1 10.5 0.2 0. Rubber.7 22.9 60. and Printing Pulp.4 56.0 9. and Plastics Basic Metal Fabricated Metal and Machinery Office and Computing Machinery Electronics.4 14.8 7.6 — — 2.3 13.7 14.4 62.6 3.8 5.4 8..1 65.3 1.7 2.4 2.1 7.5 3.0 Industry 1990 Fishing and Fish Farms Mining Food Products and Beverages Wearing Apparel and Fur Articles Wood.7 59.5 0.8 3.4 56.9 4.0 7.8 73.2 22.6 1.1 0.9 1.6 5.8 8.1 4.9 15.1 88.8 6.2 0.4 Banks. Paper.3 6. Elecl Mach.6 8. and App.4 1.Table 2.8 3.3 11. and Steam Supply Precision and Optical Instruments Other Manufacturing Construction Service of Motor Vehicles Wholesale and Retail Trade Transport Telecommunications Other Business Activities Nonmetallic Mineral Products Average .1 8.9 55.2 9.2 1.8 Individuals 83.2 9.2 64.7 14.9 42.4 0.2 0.1 1.7 2.5 85.5 — — 0.1 19.4 1.2 — — 0.2 17.1 27.b Securities Firms Insurance Firms Other Corporations Foreigners — — 0.5 17.8 7.8 7.9 16. 1990 and 1997 (percent) Financial Institutions The Statea — — 0.3 2.3 57.2 9.5 4.7 6. Etc.7 29.5 0.6 18.9 59.5 — 1.9 1.3 62.0 2.6 24.4 8.8 7.3 7.1 0. Gas.9 8.9 0.7 17.7 64.3 1.7 22.2 54.7 1.5 6.0 10.8 7.9 23.0 8.7 20.0 — 39.4 — 0.9 52.
3 31. and finance companies. mutual savings.6 59.6 6.7 17.8 4.4 1. Rubber.4 2.8 12. and Steam Supply Precision and Optical Instruments Other Manufacturing Construction Service of Motor Vehicles Wholesale and Retail Trade Transport Telecommunications Other Business Activities Nonmetallic Mineral Products Average 1. a The State covers the government and state-owned companies.6 2.2 8.5 7.4 68.5 5.4 2.1 6.4 2.1 18.9 2.4 6.8 3.9 7. Motor Vehicles Electricity.8 2. and Printing Pulp.9 69.2 6.3 1.2 4.3 6.3 6.9 57.5 — 2.1 2. Elecl Mach.1 4.9 2. Source: Constructed from data files of the Korea Listed Companies Association.6 14.9 20. b “Banks.6 0.9 5.1 1.2 3.5 6.8 27.9 0.5 3.0 43.8 2.0 1.9 20.6 2.6 60.9 1.3 2.5 12.8 0.9 5.2 13.1 3.6 2.5 3.7 2.4 1. Paper.9 1.1 — 0.7 2. Note: Ownership is based on number of shares.8 2.9 78. Gas.9 1.8 11. investment trust companies.6 7.1 3.4 58.3 7.6 3.4 58.6 75.2 1.4 16.2 4.5 3.9 2.2 1.4 3.3 1.5 4.0 11.7 1.4 1.7 23.0 8. etc.7 4.4 43.2 4.0 5.9 6.” includes commercial banks.7 5.0 7. and Plastics Basic Metal Fabricated Metal and Machinery Office and Computing Machinery Electronics.8 6.6 18.8 57.2 7.7 2.0 60.6 5.1 1.2 23.1 9.2 0.8 5.0 6.5 63.3 8.7 6.1 — 1.6 0.4 9.9 6. .1 2.4 4.9 2.1 54.2 5.3 57.4 — 1.2 49. merchant banks.8 54.5 0.7 2.3 15.2 4. Paper.5 1.6 — = not available.4 45.3 65.0 3.2 0.6 6.5 59.5 3.1 9.9 7.3 0.6 20.4 0.0 4.7 19.1 25.2 5.3 60.4 76.6 1.78 81.9 18.4 20.8 0.4 4.8 5.1997 Fishing and Fish Farms Mining Food Products and Beverages Wearing Apparel and Fur Articles Wood.5 4. and Printing Chemicals. and App.0 6.
9 5.7 0. mutual savings.1 Banks.4 21. 1997 (percent) The State 1. investment trust companies.8 3.8 2. .16 Ownership Composition of Listed Nonfinancial Firms by Size.8 4.6 16.5 6.5 19.1 8.0 6. 1997 (percent) The Stateb Foreigners 4.7 6.” includes commercial banks.8 60.4 4.9 4.3 6.0 1.5 18.7 4.0 Other Corporations 16.4 Firm Sizea No. merchant banks. The State covers the government and state-owned companies. etc.c Securities Firms Insurance Firms Other Corporations Individuals 58. c “Banks.5 4.4 61.8 6.5 16.4 17.6 60.4 2.17 Ownership Composition of Listed Nonfinancial Firms by Control Type. etc.7 Foreigners 4.2 1.5 8.8 4.4 1.4 61.9 2.4 5. Source: Constructed from data files of the Korea Listed Companies Association. b Table 2.5 2. Others are medium firms. etc.5 Individuals 60.3 Banks.1 2. and finance companies. Securities Firms Insurance Firms 2.8 1.7 1. of Firms Independent Firms Affiliates of 30 Largest Chaebols Total 316 117 433 Source: Constructed from data files of the Korea Listed Companies Association.1 6.Table 2.7 Control Type No.7 8.4 5.5 62.4 2. of Firms Large Medium Small Total 211 208 80 499 a Large firms have a capital base greater than W15 billion and small firms smaller than W5 billion.
for example.1 percent and appear to be similar to the proportion of foreign holdings in the four other countries. At the moment. Concentration of Ownership The analysis of ownership concentration in this section focuses on shareholdings of the majority shareholder. his/her family members.China United Kingdom United States Source: Stock Exchange of Korea.18 Ownership Composition of Listed Firms in Selected Countries.6 Individuals 23. The more popular open-end investment companies (mutual funds) were expected to come into existence by the end of 1999 with the Government’s deregulation of the capital market.8 10.5 45.3 54.Chapter 2: Korea 83 Table 2.1 8. rather than the individual. corporations held 70 percent of the controlling blocks of shares. The majority shareholder group’s shareholdings in listed nonfinancial firms steadily declined from 1990 to 1996. In 1997.6 39. But these may .1 financial institutions’ establishment of corporate pension fund accounts. and other shareholders who do not belong to either the minority shareholders or the majority shareholder group. including those of the largest shareholder.8 9. This has had profound implications for corporate governance and the market for corporate control in Korea. investors (Table 2.8 56.19).3 6. the majority shareholder group on average held 23-30 percent of outstanding shares in the period 19881997 (Table 2.3 47.6 Foreigners 9. Among nonfinancial listed firms. Foreign holdings of Korean shares were 9. Generally.4 26. while family members accounted for only 30 percent. the majority shareholder group in all listed companies consists of the corporate.5 20. 1997 (percent) Country Japan Korea Taipei.20). defined as those holding less than 1 percent of shares. only closed-end investment companies and traditional investment trust companies are allowed. Institutional Investors 42. and the companies under the control of the largest shareholder.7 16. minority shareholders.
1 37.6 26. 1992-1997 (percent) Majority Shareholders Corporation 15.Table 2.7 16.7 44.2 2.3 2.0 66. his/her family members.1 28.4 5.8 73.9 6.7 Note: The majority shareholder includes the largest shareholder.1 21.0 29.5 43.3 30.0 22.4 7.0 4.1 4. Minority shareholders are those holding less than 1 percent of shares. Other shareholders are those who do not belong to either the minority shareholders or the majority shareholder group.1 23.0 Year Corporation Individual 1992 1993 1994 1995 1996 1997 41.0 69.6 22.6 73.8 72.8 8.2 2.1 5.3 Subtotal 5. .19 Ownership Concentration of All Listed Firms. and the companies under the control of the largest shareholder.9 33.4 3.9 2.2 Minority Shareholders Subtotal 71.9 7.0 2.2 26. Source: Stock Exchange of Korea.3 18.0 1.7 6.6 5.9 3.0 25.6 46.1 5.6 2.1 32.7 7.9 Individual 2.8 Individual Subtotal Other Shareholders Corporation 3.1 14.1 15.9 32.7 18.
5 13.8 54.4 23. rubber and plastics.1 50.22).9 48. In telecommunications. .3 25. have been underestimated because it was widely believed that the largest shareholder often had hidden shares registered in the names of relatives and subordinates of the company.8 Majority Shareholders 27.20 Ownership Concentration of Listed Nonfinancial Firms.4 Source: Constructed from data files of the Korea Listed Companies Association. in the small firms.0 20.5 12.5 60.7 18.9 29.21]). In such cases.4 28. collectively owned less than 50 percent of an average firm. the majority owner held more than 20 percent of an average firm.8 57. ownership was relatively diffused due to government regulation. The practice of hidden shares seems to have been less prevalent in recent years. which held less than 1 percent of a company’s outstanding shares as of 1997.8 25. utility companies have a relatively higher degree of ownership concentration with the majority shareholder owning nearly 45 percent of an average company (partly because these companies were owned solely by the Government before their privatization [Table 2. Majority ownership is also high in the chemicals.6 11. Meanwhile.6 57.9 12. The percentage of shares held by minority owners (with less than 1 percent of outstanding shares) was highest for large firms at more than 55 percent (Table 2. Ownership concentration tended to be lower in large compared to medium and small listed firms.8 12. minority shareholders. hiding shares offers no additional tax or other benefits. thereafter.5 23.Chapter 2: Korea 85 Table 2.2 15.6 58. Besides. the Government has retained a large number of shares. In most industries. and mining categories. Across industry. 1988-1997 (percent) Year 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Minority Shareholders 53.3 62.0 58.0 22.9 27.9 Other Shareholders 18. It was highest in medium-sized firms before 1993 and.8 28.9 25. The shareholders that held more than 1 percent but did not belong to the majority group held about 20 percent on average.
9 10.5 47.3 19.0 39.2 22.2 26. Elecl Mach.8 25. Paper.6 53.4 Industry Fishing and Fish Farms Mining Food Products and Beverages Wearing Apparel and Fur Articles Wood.0 54.5 41.2 20.9 Minority Shareholders Majority Shareholders Other Shareholders 12. and Printing Chemicals.9 26.. Paper. and App.7 27.2 37.7 24.6 34.3 39.4 53.5 20.8 31.7 36.8 51.6 25.5 23. Gas. Motor Vehicles Electricity.4 16. and Steam Supply Other Manufacturing Construction Wholesale and Retail Trade Transport Telecommunications Other Business Activities Nonmetallic Mineral Products Total Source: Constructed from data files of Korea Listed Companies Association.8 44.1 49.6 50.2 48.0 51.5 19.8 55.2 23. Rubber.8 41. and Printing Pulp.21 Ownership Concentration of Listed Nonfinancial Firms by Industry.1 43. 1997 (percent) Number of Firms 3 2 43 49 12 16 90 39 31 71 34 8 9 49 40 15 1 10 29 551 36.7 21.0 30.6 38.8 29.1 19.8 24.2 19.8 21. .0 21.5 52.7 29.9 44. and Plastics Basic Metal Fabricated Metal and Machinery Electronics.5 21.7 17.4 11.2 46.7 26.5 44.6 19.1 17.2 34.Table 2.3 26.5 16.
2 55.2 26.9 28.4 30.5 19.8 17.22 Ownership Concentration of Listed Nonfinancial Firms by Firm Size.7 17.2 56.8 52.1 27.8 50.4 51.5 12.7 28.5 28.6 24.7 57.3 55.9 55.1 48.0 24.1 15.6 65.9 21.9 23.8 27.Table 2.1 58.5 27. of Firms 66 81 72 76 80 67 78 102 134 115 148 197 219 212 210 217 216 216 215 215 165 213 220 217 218 217 227 230 231 221 Minority Shareholders 53.0 26.3 26.6 31.8 56.8 52.7 57. .0 59.6 62.3 19.6 15.4 47.8 11.9 16. 1988-1997 (percent) Year Small 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Medium 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Large 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 No.9 56.9 26.2 21.2 11.9 22.5 19.7 22.5 51.8 62.3 21.0 66.2 52.5 21.5 Other Shareholders 19.7 14.6 55.3 27.4 30.1 20.2 21.6 11.4 30.2 18.5 26.3 25.8 28.9 60.9 17.6 27.2 Source: Korea Listed Companies Association.2 32.0 55.1 16.4 29.5 49.5 10.7 31.2 Majority Shareholders 26.7 15.5 33.4 21.7 16.6 59.9 12.2 21.5 12.2 12.9 53.2 50.
affiliated companies have been able to conduct inter-firm transactions. Inter-Firm Investments and Pyramiding in Chaebols The Commercial Code imposes limits on direct cross-shareholding. If SCS reaches 10 percent. This type of inter-firm investment. the firm destroys value. is effective control of a certain group of companies even with a smaller investment. Hong. and the shareholding of a controlling shareholder (SCS) as the degree of ownership concentration. One of the merits of pyramiding. H. 1988). TQ is below 1. TQ increases as the SCS increases. This refers to the situation wherein Company A holds shares of Company B and simultaneously Company B holds shares of Company A. The Code prohibits a subsidiary company from owning shares of its parent company. although turning points in the value of firms are different. it means the firm creates value. and Kim (1995) studied the empirical relationship between the degree of ownership concentration and financial performance in Korea. Hong. and Vishny. For example. If SCS is below the range of 20-25 percent.88 Corporate Governance and Finance in East Asia. If SCS is above 20-25 percent. In Korea. The study by Kim. The relationship between TQ and SCS shows a similar pattern. H. Shleifer. TQ has a maximum value. if TQ is lower than 1. called “pyramiding”— commonly (though incorrectly) known as “indirect cross-shareholding”— is prevalent in Korea. TQ was calculated by dividing the market value of a firm by the substitution price of its assets. thus a firm creates value. which is the company holding more than 40 percent of outstanding shares of its subsidiary. Both studies used Tobin’s Q (TQ) for the value of a firm as an index of financial performance. often at terms unfair to one of the transacting parties. from the standpoint of the controlling shareholder. one company can still place equity investments in another. J. Vol. If SCS is below 10 percent. Kim (1992) found the relation between TQ and SCS to be nonlinear. II Ownership Concentration and Financial Performance J. thus a firm destroys value. one company from a chaebol group could obtain debt payment . Where direct cross-shareholding is not allowed. They analyzed firms in which controlling shareholders participate as managers. The pattern of the relationship between SCS and TQ is similar between Korean and US firms (Mork. If TQ is higher than 1. and Kim (1995) reached a similar conclusion. Kim (1992) and Kim. which can then pass the equity capital to a third. TQ is above 1. Then TQ declines until SCS reaches 45 percent and increases until it reaches 50 percent.
Thus. and about 11 percent were domestic financial institutions. together owning an average of 37. This also partly explains why chaebols frequently opted to expand by establishing new firms rather than placing investments internally. 59 parent companies collectively had investments in 759 firms. there are instances of direct cross-shareholding in Korean firms. for example. Of the 81 respondents. or an average of 13 firms per company. corporations hold about 20 percent of the outstanding shares of all listed nonfinancial firms.5 percent as of 1997. together having a total of 292 domestic subsidiaries. firms linked through partial equity investments could enjoy the advantage of consolidation without an actual formal consolidation or merger of operations taking place. although they are likely to be insignificant. Partial results are shown in Table 2. 59 were parent firms with one or more subsidiaries. not individuals. Thus. The extent of pyramiding can be seen in some of the previous tables. In the case of the 30 largest chaebols. If we define the internal shareholdings of a . or about five subsidiaries each. These shares should be added to the control block although the financial institutions belonging to the 30 largest chaebols are prohibited from exercising their voting rights in the member firms of the chaebol. dominated the majority shareholder group in chaebol-affiliated companies is consistent with the results of the ADB survey conducted for this study.Chapter 2: Korea 89 guarantees from other members of the group at no cost. standalone setups.9 percent of shares. neither the investors nor the relevant government authorities were active in monitoring such unfair dealings between firms. Until recently. the top five shareholders consisted of 2. Among the subsidiaries or firms receiving investments.4 corporations. The fact that corporations. For the whole sample. In Table 2. 53 percent were domestic nonfinancial firms. and 319 foreign subsidiaries. financial institutions that are subsidiaries of a chaebol also hold shares in its member firms. 34 percent were foreign companies. For the same year.5 percent. together owning an average of 38.5 corporations and two individuals. In many instances. Among chaebol affiliated firms. the top 30 chaebols’ shareholding by subsidiaries was 34.23. Among the 81 listed firms in the ADB survey.5 percent of shares. 62 percent (16 out of 26) had a corporation as the largest shareholder. the average shareholding of the controlling owners and their families was 8. But the controlling power of the owners also stems from inter-company shareholdings of the subsidiaries. The top five shareholders of the chaebol-affiliated firms consisted of one individual and 3.14. Only six firms (or 13 percent) indicated that their subsidiaries also owned shares in themselves. or about four firms each. Twenty-two of the 81 respondents were independent.
8 Note: The survey was conducted during the period January through May 1999 and included nonfinancial listed firms only.5 2.5 2.8 31.23 Ownership Concentration in the Survey Sample of 81 Listed Firms.9 5.4 2.4 11.9 29.8 18.3 12.7 5. a Number of shareholders. .5 31.1 3.5 2.9 21.4 38.5 24.4 1.5 18.0 1.7 0.5 38.8 38.2 25.3 26.Table 2.8 37.6 3.6 16.0 1.4 42.6 3.6 3.0 17.7 37.0 21.4 18.0 13.9 34.1 1.0 3.0 2.2 37.4 21.0 3.4 25.5 2.5 4. 1999 Five Largest Shareholders No. A few companies reported less than five largest shareholders. of Firms Largest Shareholder’s Holdings (%) Compositiona Individuals Firms Shareholdings (%) Individuals Firms Total Classification Total Sample Non-Chaebol Affiliated Largest Shareholder is Largest Shareholder is Largest Shareholder is Chaebol Affiliatedb Largest Shareholder is Largest Shareholder is Largest Shareholder is CEO an Individual a Firm CEO an Individual a Firm 81 55 31 10 14 26 3 7 16 20.5 1.8 8.7 19. b The chaebol affiliated firms are those belonging to one of the 30 largest groups.7 39.1 22.6 34.5 4.
it appears that the chaebol families have had a strong desire to expand their business bases. Table 2. Hattori (1989) identified three patterns based on data in the early 1980s. Lee.6 33.2 12.7 31. “The Ownership Structure and Family Control in Korean Conglomerates: With Cases of the 30 Largest Chaebols. the average internal shareholding ratio of the top 30 chaebols was at least 43 percent.0 8. the ownership patterns can be described as follows. Family holdings include shares owned by the family members and by parties considered to be under the influence of the family. H.24 Internal Shareholdings of the 30 Largest Chaebols. Ungki Lim.4 1993 43.4 10. 15 October 1998.7 1992 46. 34. 1987 56. Tamio.8 33. Many attempts have been made by researchers to identify the typical patterns of ownership structures in chaebols.” Paper presented at the Annual Conference of Financial Management Association. “Japanese Zaibatsu and Korean Chaebols. Lee. 1989. “Is the Fair Trade Policy Fair?” Korea Economic Research Institute. The relatively high internal holdings of the 30 largest chaebols were due partly to the fact that many of the chaebols’ firms are still privately held.2 33.2 15.4 13. 1998.1 1997 43. As of 1997. Jae Woo. 1987-1997 Type of Shareholding Internal Shareholdings Family Member Companies Source: Korea Fair Trade Commission.8 40. The family and member companies’ shareholdings have been declining over time. 6 7 Hattori. New York: Praeger.5 percent and member companies. Table 2. edited by K. 1997. Thus it can be inferred that their strategy in designing the ownership structure of their business groups was to minimize the financial resources required to maintain their grip on the management of the member firms while maximizing their control.5 34.Chapter 2: Korea 91 chaebol as the shareholdings of the controlling family and the member companies of the group. .24 shows the average internal shareholdings in the 30 largest chaebols.4 1990 45. 79-95.5 percent.2 1994 42.6 Later studies by Lee (1997) and Lim (1998)7 find similar patterns.5 Judging from the historical record. the controlling families owned 8. C. Based on these studies. Internal shareholdings in some chaebols also include shares owned by nonprofit organizations operated by the controlling family.” In Korean Managerial Dynamics. Chicago.7 9. pp. Chung and H.
Vol. Most of its member firms were acquired by. The Kia Group was about the only management-controlled group but was out of existence by 1999. completely dissolved under financial distress. The fourth type (Type D) is “management control. The Hanjin Group. other firms. which then make investments in the subsidiaries.” A family owns a substantial portion of shares of member firms and becomes the controlling shareholder of each. Also. there is no controlling shareholder. For example. Investments between the lower level subsidiaries are rare. financial. Sun Hong Kim.” Here the family directly controls a base company and a nonprofit foundation. consisting of eight listed and 16 privately held firms as of 1997. But the former chief executive officer (CEO). and his management team exercised full control over the group without much interference from major investors. holdings of the nonprofit foundation. The two base companies have investments in three other base companies.” Under this type of ownership pattern. A nonprofit foundation under the family’s control is the largest shareholder of one of the base companies. the family controls the group’s member companies by its own shareholdings. Its controlling family holds shares in three base companies through which they exercise control over the other member firms. II The first (Type A) is called “direct family ownership. subsidiaries have extensive investments in other subsidiaries. or merged into. it had 18 listed and 39 private companies.92 Corporate Governance and Finance in East Asia. The second (Type B). Kia Motors was the base company and had such strategic shareholders as Ford Motors of the US and Mazda of Japan. One of the . Hyundai Motors acquired Kia Motors via an international auction. Here the family is the controlling shareholder of one or more strategic base companies that have enough equity participation in the subsidiaries. It consists of seven listed and 24 privately held firms. The controlling family has sizable investments in two base companies and smaller investments in many others. which in turn hold shares in some of the other subsidiaries. Chaebol Reforms Various measures have been taken to improve the transparency of chaebols with regard to accounting. The family itself holds shares in some subsidiaries. called the “indirect control via base company. The Hyundai Group exemplifies this. As of 1997. investments made by the base companies. The third (Type C) is “indirect control via complex shareholding. is an example of this type. and business activities.” shows a simple pyramidal structure. The Hanwha Group can be classified as such a company. Thus. and subsidiaries’ equity participation.
It remains to be seen whether they will adopt the holding company structure in the future. However. An operating holding company is defined by the Fair Trade Act as one whose investment in others does not exceed 50 percent of its total assets. there are reports that some top chaebols are studying the feasibility of transforming their organizational structure. The limit on investments was reduced to 25 percent in 1994 and completely eliminated by 1997. thus hurting the shareholders of stronger firms. Also. The Fair Trade Act was also revised in February 1998 to prohibit cross-guarantees of debt among members of a chaebol. Another is that the holding company should own more than 50 percent of the shares of a nonlisted subsidiary company and more than 30 percent of a listed company. direct control of the management of chaebols was attempted through amendments of the act in 1986 and 1990. The Fair Trade Act was amended in 1998 to allow pure holding companies to be established under restrictive conditions. The prohibition of holding companies was also abolished in 1999. . bankruptcy reorganization. and limited the amount of total investments made by a member firm of a chaebol in other firms to less than 40 percent of its net assets.Chapter 2: Korea 93 pronounced purposes of government intervention in the corporate sector has been to prevent concentration of economic power in the hands of a few large chaebols. the Credit Management Regulation rules were amended to prohibit financial institutions from requiring guarantees from affiliated firms when extending new loans. At this early stage. The Government is also considering whether to allow consolidated taxation for pure holding companies. the act did not have any important provisions except the standard clauses prohibiting monopolization of an industry through business combinations. following the amendment of the law. The first serious attempt to deal with this issue was the introduction of the Monopoly Regulation and Fair Trade Act of 1980 (hereinafter. only operating holding companies were allowed to be established. Cross-guarantees are believed to constitute a form of wealth transfer from financially strong members to weak ones. They hindered early exits (liquidation. Until the end of 1998. Initially. This limit was also applicable to banks and insurance companies. A third disallows multiple layering of holding companies. These amendments prohibited holding companies and direct cross-shareholding. One condition requires that the DER of the holding company should not exceed 100 percent. These conditions are aimed at restricting excessive pyramiding and expansion of chaebols. the Fair Trade Act). This was the reason why chaebols chose to employ pyramidal structures. Existing guarantees had to be resolved by March 2000.
Chaebols maintain that the restructuring headquarters will exist only for a limited period. Vol. but the larger and stronger ones still operate their newly named “restructuring headquarters” under the control of the group chairperson. Some chaebols have disintegrated or shrunk in size. The 30 largest chaebols are now required to publish “combined” financial statements. The chairman’s office had its own chief executive officer. who is universally called the “group chairman. even though they were legally independent with their own board of directors and the outside shareholder groups were not identical. It also acted as the secretariat for the unofficial “presidential meeting” of the member firm presidents. 2. and the capital market was almost nonexistent until the recent reform . boards of directors. The Fair Trade Commission has been deeply involved in promoting managerial transparency by exercising its power to investigate and levy penalties on “unfair internal transactions” among member firms of chaebols.94 Corporate Governance and Finance in East Asia. until urgent restructuring is complete. These offices were legally informal and functioned as the headquarters of chaebols. II etc.) of nonviable member firms and helped afford a disproportionate advantage to chaebols in obtaining favorable bank loans because (it was generally believed) the Government would not let large chaebols go bankrupt. Despite chaebols’ decision to dismantle the chairman’s offices.3. usually in the rank of a company president. The staff of these organizations were employees of member firms. The office established strategies for the group as a whole. planned for capital raising and allocation on a groupwide basis. chaebols dismantled their “planning and coordination offices” or “chairman’s offices” under pressure from the Government.” The group chairman operated through these offices and treated the individual member firms as if they were the divisions of a single legal entity. unlike the regular consolidated statements that only cover those firms that are related through direct equity participation.2 Internal Management and Control Monitoring of corporate management by shareholders. there have been no significant changes. Since the economic crisis. and transferred funds generated by one firm to another. In 1998. which put together the accounts of all members of a chaebol. Some chaebols operated “group management boards” attended by top executives (presidents or chairpersons) of larger member firms. the Commission has strengthened its investigative activities to eradicate cross-subsidization and wealth transfer activities among group members. Their operating costs were borne by the member companies rather than by the controlling shareholder.
but some large ones have two or more. This policy managed to hamper any monitoring initiatives from the capital market. except for banks. in most Korean firms. this was complicated by the prevailing attitude that large companies. Banks.Chapter 2: Korea 95 efforts. The board elects one or more representative directors from among the board members. especially chaebols. the controlling shareholder is officially the representative director and the CEO. This implies that the typical agency problems in Korean corporations stem from conflicts of interest between inside (the largest) and outside (minority) shareholders. In most listed companies. Board of Directors General Characteristics of the Boards Under the Commercial Code. had their own governance problems. Loan agreements and debt indentures did not include strict covenants. control is not separate from ownership. Even when the covenants were violated. the creditors did not declare defaults. or at least acts as the de facto CEO. Under such circumstances. . only the Government could play an effective role in monitoring corporations. as the major creditors. Meanwhile. Legal provisions to protect investors were limited. However. he or she generally approves major decisions made by the management. The Government’s policy and securities law provisions to protect control rights of the incumbent management had been in place until the early 1990s. Even where the largest shareholder is not the representative director. There are many reasons for this. Thus. With few exceptions. corporations should have a board of directors consisting of at least three members. the representative director was also the chairperson of the board. Directors are elected at the general shareholders meeting for a term not exceeding three years. Most companies have one representative director. As of 1997. creditors were not active in monitoring debtor firms and relied mainly on guarantees and collateral. Professionalism in management was not well developed and managers were content with receiving orders from controlling shareholders. the concept of fiduciary duty of managers was not well established. the controlling shareholder (or a member of the controlling group) was the legally registered representative director in 354 out of 551 nonfinancial listed firms. and takeover codes were not accommodative to active monitoring. were too big to fail.
However. Most of the outside directors in those days were the controlling shareholders of chaebols or executives of affiliated companies. Despite the qualification requirements. the listing rules of the Korea Stock Exchange were revised to require that listed companies have one or more “independent outside directors” by the 1998 annual shareholders meeting. Vol. almost all companies succeeded in adopting cumulative voting. they were virtually under the full control of the CEOs and in practice functioned only as management councils without any decision-making power—at least until 1998. Moreover. In the 1999 annual shareholders meetings. were supposed to be outside directors. the stock exchange recently amended the listing rules to require that companies disclose a detailed profile of the candidate and the person who made the nomination. The rules further require that the number of outside directors be not less than a quarter of the size of the board by the annual shareholders meeting in 1999.96 Corporate Governance and Finance in East Asia. it has been common practice that candidates for directorship are handpicked by the controlling shareholder/CEO from among the senior managers and are automatically approved at the general shareholders meeting. However. all of whom were managers. The exchange is also expected to recommend company charters to have provisions that allow for information demanded by outside directors to be promptly supplied to them. With the boards consisting only of insiders. cumulative voting is not mandatory and a company can exclude itself from its application by amending its charter. A few large companies had more than 50 directors. the listing rules restrict the eligibility of independent outside directors to those who have no family ties with the managers and no significant business transactions with the company. II When the Commercial Code first introduced the corporate board system in the 1960s. Further. members of the board. companies have to disclose in their annual reports the frequency of board meetings. In order to address this concern. the attendance rate of outside directors. other than the representative director(s). . there is concern that newly elected outside directors still lack independence from the management or the controlling shareholder. The Commercial Code was also revised in 1998 to introduce cumulative voting for the election of directors. Recent Reform Efforts on the Board System In 1997. and their positions (accept or reject) on matters voted on in board meetings.
the chairperson of the board was also the CEO and on average held 10. The controlling shareholder of some banks is the Government. Meanwhile.5 percent of the shares. which had extended financial support in their recent recapitalization efforts. 88 percent had plans to hold elections in the near future. the OECD principles of corporate governance were the minimum standard for the Korean Code of Best Practice. Among others.9 percent on average. having no controlling shareholders. who would comprise at least 50 percent of the boards. Where the two were separate. This is because most banks. this committee adopted the Code of Best Practice in Corporate Governance. The average board had 8. On average. Directors were also chosen on the basis of their relationship with the controlling .2 percent and the CEO 14. Almost all (92 percent) of the respondents had one or more outside directors and 70 percent were elected after the Asian financial crisis. These results are in accordance with the new listing rules introduced in 1998.Chapter 2: Korea 97 The committee structure of the board as found in the US has not yet been adopted by listed companies. he or she held 6. are required to have a majority of outside directors. the Korean Code recommends that large listed firms should have at least three independent directors. Among the firms with no outside directors. Directors were most frequently elected because of their professional expertise (74 percent of the respondents marked this answer). ADB Survey Results on Boards The ADB survey results confirm the above assessments and provide early indications on the effects of the reforms. The Commercial Code is being amended to allow a choice between the audit committee system and the current internal auditor system. they had a parent/child relationship in 20 percent of the cases. In September of the same year.1 percent and outside directors 1. was established under the auspices of the Ministry of Finance and Economy and the Korea Stock Exchange. a blue-ribbon committee. although some banks recently have established board committees. inside directors owned 16. The Securities and Exchange Act will require large listed firms with W2 trillion or more in total assets to adopt the audit committee system. the Corporate Governance Reform Committee. In March 1999. an audit committee. and a nominating committee. Where the chairperson was not the CEO. In 78 percent of the responding firms.4 directors.1 percent of outstanding shares of a listed company.
Chairpersons of the board were elected on the basis of professional expertise (33 percent of the firms). founders of the company acted as the chairperson (22 percent). The general practice is that shareholders approve the upper limit on the total amount to be paid to all directors. II shareholder (30 percent). in some firms. the package for the chairperson is directly proposed at the annual shareholders meeting either by the board (31 percent of the firms) or by the management (9 percent). including stock options. In a very small number of firms. the board had a nomination and an audit committee. In 1997. Vol. relationship with controlling shareholders (21 percent). the term of appointment of directors and board chairpersons is three years. most firms just began to elect a small number of outside directors to meet a new requirement in the listing rules and thus have no experience in the AngloAmerican type of board processes. About five directors per firm have been in office for more than one term. . The survey results indicate that boards determine remuneration packages for chairpersons in 42 percent of the firms. Some directors were nominated by significant shareholders (18 percent) or introduced (and elected) at the shareholders meeting.98 Corporate Governance and Finance in East Asia. This rather long tenure must be due to their status as controlling shareholders in most firms. election of directors was based on shareholdings (7 percent) and status as founder (7 percent). one person was sitting on nine boards and this person was the CEO of a chaebol firm. Most frequently. In most firms. Remuneration for chairpersons include only fixed fees in 76 percent of the sample firms. According to the Commercial Code. the management nominated director candidates (64 percent of the directors). In one case. The reason for this high frequency of interlocking directorship is that many listed firms belong to chaebols. The current chairperson has been in office for 6. a total of 562 directors were sitting on two or more corporate boards. among the 81 sample firms. The board or the management then determines compensation packages for individual directors. and shareholding (10 percent). the board had no committees. As discussed earlier. In 91 percent of the sample firms. Members of controlling shareholder families or their trusted company personnel often act as directors for multiple chaebol firm boards. In 13 percent. Less frequently. in 23 percent. These were established only recently. compensation for directors must be approved by the annual shareholders meeting for each fiscal year. In some instances. the management determines the remuneration.2 years on average. and fixed fees plus performance-related pay. However.
CEO was given shares by the family.Chapter 2: Korea 99 Management CEO In the survey sample. The firms in the survey consider steady growth of a company and maximization of the shareholder value as the most important responsibilities of CEO. The remuneration package was proposed by the board (and approved by the annual general meeting) in 56 percent of the firms. compensation is by fixed salary in 74 percent of the firms. CEO is entitled to a large sum in cases his/ her contract is terminated before its expiration. In 21 percent of cases. CEO simply follows the orders of the chairperson. CEO generally has the ultimate power to decide on corporate affairs. the survey tells a slightly different story than is generally believed in Korea. In 20 percent. decides on important matters on his/her own in 13 out of the 44 firms. It indicates that CEO. who is not the chairperson. shareholding in three firms. and fixed salary plus performance-related pay including stock options in 13 percent. and in another 21 percent CEO bought shares in the market. However. Ensuring that a company serves the public interest is considered a less important responsibility of CEO. In such cases. CEOs have been in their positions for an average of 9. In the 25 firms where CEO was not the chairperson of the board. CEO decides on important matters after consulting the chairperson in the majority (55 percent) of the firms. In the survey. CEOs generally maintain their positions for a long time because they are frequently the founders or largest shareholders of their firms. According to the survey. In less than 20 percent of the firms. In cases where CEO is not the largest shareholder and chairperson. A smaller number of firms consider maximization of a company’s market share and looking after the interests of such stakeholders as creditors and employees as very important.2 years. CEO is also the founder in 52 percent of the firms. in which there is no controlling shareholder. the payment is about five times the CEO’s annual salary. These results show that the incentive compensation scheme for professional CEOs is not well developed in Korean firms. and was appointed by the Government in five firms. . In a handful of sample firms. When CEO is not the chairperson. he or she does not enjoy much power. he or she was selected on the basis of professional expertise in 15 firms. 86 percent of the firms answered positively when asked whether the largest shareholder was CEO. In 4 percent of the cases. it was proposed by CEO and approved by the board. fixed salary plus net profit-related bonus in 9 percent.
Vol. The bonus is supposed to be linked to company performance. II Senior Executives In the past.100 Corporate Governance and Finance in East Asia. but as of March 1999 only 27 firms actually had given stock options to their executives or employees. Incentive stock options have become a popular compensation method since the Securities and Exchange Act was amended in 1996 to allow the issuance of stock options to managers and other employees. This action was in response to calls by international investors and. The commission has played an active role in introducing new rules on corporate governance. Penalties for fraudulent financial reports were increased. The term of appointment of executives did not have any real meaning because they had to leave the company if and when the controlling shareholder demanded. and . in practice) allocates the unsubscribed portion of new shares issued in rights offerings to executives. Transparency and Disclosure Accounting Standards The Financial Supervisory Commission (FSC) was established in April 1998 to take charge of supervising the financial markets and institutions. Korean firms have rarely used shares for executive compensation. Usually CEO suggests the maximum amount of all the directors’ compensation at the shareholders meeting to get approval and then sets the base salary and bonus for individual executives. (ii) establishment of accounting standards for financial institutions. disclosure. Reforms in accounting standards since May 1998 have proceeded in several areas: (i) revision of financial accounting standards that are primary sources of the Korean Generally Accepted Accounting Principles. executives sometimes have the opportunity to buy company shares at favorable prices because the board of directors (CEO. but in practice is fixed and understood as part of a fixed salary. One area has been to enhance the reliability of financial statements of corporations in line with internationally accepted standards. However. it was common for all senior executives to be elected as directors at the shareholders meeting. and accounting standards. from IMF and the World Bank. in particular. About 40 percent of the listed companies had amended their charters to introduce incentive stock options by the 1999 shareholders meetings. Senior managers were even often called directors although they were not official members of the board.
they cannot be expected to discharge this responsibility because the representative director selects the internal auditor and can force him or her to resign. 41 percent of the companies believed that they have followed some international accounting standards. however.Chapter 2: Korea 101 (iii) establishment of accounting standards for “combined” financial statements of chaebols. Under the Commercial Code. Notwithstanding a regulation limiting the votes of the largest shareholder to a maximum of 3 percent of the outstanding voting rights in selecting an internal auditor. The primary sources of reference in the revision were International Accounting Standards and US Accounting Standards. In practice. The internal auditors are supposed to play the role of the audit committee found in the board of directors in US corporations without being members of the board. the internal auditor is considered to be a subordinate of the . The revised accounting standards apply to the firms subject to external auditing for the fiscal year starting on or after January 1999. Most of the companies following all or some of the international standards in the past adopted such standards before the crisis started. Those that never adopted international standards show their willingness to do so once the Government introduces international standards. The new accounting standards for financial institutions adopt the mark-to-market basis to account for securities. The new rules also require financial institutions to recognize realized losses and allowances for potential losses arising from guarantees in the current year’s financial statements. Korean listed companies with subsidiaries are required to compile consolidated balance sheets. they also have the power and duty to monitor the activities of executive directors. financial institutions must report their securities holdings at market value and recognize 100 percent of unrealized holding gains or losses in the current year’s income statement. Thus. The External Audit Act and its Decree require financial statements of corporations with total assets of W7 billion or more to be prepared and audited according to the financial accounting standards and working rules set by FSC. but 49 percent confessed that they have not followed international standards at all. Only 10 percent of the respondents have followed all international accounting standards. Consolidated reporting was introduced before the outbreak of the crisis. Internal and External Auditing The Commercial Code requires a corporation to have at least one internal auditor elected at the general shareholders meeting. In the ADB survey.
The general organizational/social culture in Korea abhors conflict and may also have hindered effective functioning of internal auditors. In the past. Responsibilities of the External Auditors Committee include recommending a selection to the annual shareholders meeting and ensuring that external auditors conform to new transparency standards. this problem will largely disappear. then the Securities and Futures Commission can appoint a new one. . If the status of internal auditors is elevated to that of independent board members. as a monitor of management in the Korean (and also the Japanese) system. The problem of misconduct on the part of the external auditor was caused partly by weak penalties on wrongdoing. This is because the auditor. but since 1998 a committee consisting of internal auditors. Vol. the relevant laws and regulations were changed after the Asian crisis to require at least one of the internal auditors to be full time and to recommend that listed firms have outside (independent) auditors. The internal auditor in the Korean corporate system can be argued to be inferior to the Anglo-American audit committee and the German supervisory board. Previously. The Commercial Code will be revised to allow corporations to choose from the two options: the internal auditor or the board audit committee system. and creditors selects it.6 years. there were many cases where external auditors failed to detect omissions and false numbers in financial statements of listed firms. and lack of strong professional ethics in the accounting profession.102 Corporate Governance and Finance in East Asia. But this problem can be mitigated if auditors function under the umbrella of the board. If the company changes its external auditor for reasons that are not listed in the relevant regulation. the Korean Code of Best Practice also recommends that large firms adopt the audit committee structure with two thirds of its members consisting of independent directors. In order to increase independence. almost all firms affirmed that the external auditor is independent from the company. Listed and registered corporations must publish financial statements audited by external accounting firms. About 100 listed firms will be subject to this requirement. Big Korean accounting firms are affiliated with US accounting firms. does not have the power to hire and fire the managers. External auditors are selected for a term of three years. The Securities and Exchange Act will also be revised to require an audit committee for large listed companies with total assets equal to or exceeding W2 trillion. II controlling shareholder/CEO. however. In the ADB survey. underdeveloped market discipline for accounting firms. Accepting these arguments. The current external auditors have been associated with the surveyed companies for an average of 4. the board of directors had the power to appoint an external auditing firm. outside directors.
Under the Commercial Code. charter amendments. A “special resolution” requires two thirds of the votes attending and one third of total votes outstanding. representing 62.3. The Korea Securities Depository can exercise the voting rights of shares left thereto by the investors (beneficial owners) if the owner of the share does not indicate his or her intention to vote personally. Internet. Thus. One common share should have one vote. for some firms.77 percent of the shares. Citizens’ coalitions sometimes solicit proxies in order to file lawsuits against a management. small shareholders do not attend the annual meeting and that. The securities companies and banks are the second and third.” The survey shows that the Korea Securities Depository holds 69. Approval of mergers and major divestitures. No companies have so far introduced voting by mail. This shows that a relatively larger number of shareholders send in their proxies.3 Shareholder Rights Voting Rights and Practices Under the Commercial Code. or telephone. attended the last annual general meeting. The above results indicate that.93 percent of the shareholders but 26. About 100 shareholders per firm voted by proxy at the last annual general meetings (of the 40 firms answering the relevant questions). corporations cannot issue common shares without voting rights. However. and dismissal of directors and internal auditors require a “special resolution. The management is the most important proxy.” meaning that it should divide its votes in accordance with the accept/reject ratio of votes cast by other shareholders attending the shareholders meeting. Preferred shares can be nonvoting and issued up to one quarter of the total number of shares. amendments of the articles of incorporation require a “special resolution. However. A total of 326 shareholders per firm. voting by the Depository can influence the outcome of votes because an “ordinary resolution” of the general shareholders meeting requires a majority of the votes attending and one quarter of total votes outstanding. respectively. About one fifth of the listed firms issued nonvoting preferred shares. The Depository represented 20 percent of the shares attending the meetings.53 percent of the total shareholdings.79 percent of the shareholders.21 percent of total shares issued. in general. or 10. the Depository is instrumental in getting resolutions passed.” Companies can increase the number .Chapter 2: Korea 103 2. the only purpose of allowing the Depository to vote was to help listed companies to meet the quorum requirement for the general shareholders meeting. These voters represented only 5. the Depository is subject to “shadow voting.
In four out of 62 respondents. dividend proposals. was able to force a change in the charter of SK Telecom. Due to the changes in rules for investor protection. Shareholders have preemptive rights. Only two out of 62 respondents to this question have had cases in which proposals were rejected. the requirement was lowered from 1 to 0.5 percent. but these can be waived by an amendment of the articles of incorporation. Various measures have since been taken to improve investor protection. Proposals put forward by management are rarely rejected at the general meetings. This citizens’ coalition actively contacted the management of selected companies and negotiated measures to protect shareholders. the annual general meeting passed a resolution that was not proposed by the management nor the board of directors but rather by shareholders. the Securities and Exchange Act was revised to lower the representation requirement for shareholder derivative suits from 1 to 0.01 percent. an activist citizens’ coalition has brought shareholder derivative suits against several large listed firms. Changes in the authorized capital require an amendment of the articles of incorporation. However. In February 1998 and again in March. and for access to unpublished accounting books and records. an institutional investor based in the US. laws and regulations were generally very loose in protecting the rights of minority shareholders. This coalition also attempted to cooperate with domestic and foreign institutional investors to find their way into general shareholders meetings. the Tiger Fund. The company also agreed to the right of the fund . As an example.104 Corporate Governance and Finance in East Asia. mergers and acquisition plans. demand changes in business policy. It also attended the shareholders meeting of several companies to present the views of outside shareholders. II of votes required for a resolution to amend the articles. The amendment included a provision requiring the company management to get prior approval of shareholders to undertake major investments and raise capital in international markets. or block charter amendments considered harmful to minority shareholders.0 percent. the board of directors decides on issues of shares within the limit of the authorized capital. Shareholder Protection Before the economic crisis. Those that are most likely to be rejected relate to election of directors. For recommendations for dismissal of directors and internal auditors. and major investment projects (only five firms answered this question). from 3 to 1. The charges included self-dealing by a controlling shareholder and unfair subsidization of affiliated companies by a chaebol firm. Vol.
Banks themselves were poorly governed and bank managements had little incentive to monitor borrowers. In 1974. As for bond issues. The covenants in loan agreements and bond indentures were very loose. and transactions with major shareholders. 2. However. . The laws and regulations of the country protect shareholders from interested transactions. controlling shareholders have become more susceptible to liability claims by other (minority) shareholders. mergers and acquisitions. the Government introduced the Credit Management Regulation system whereby chaebols were required to seek the approval of their main banks prior to undertaking large investments. affiliated lending or guarantees. there was the usual conflict of interest problem and the trustee did not have the incentive to strictly enforce the covenants. Before the amendment.Chapter 2: Korea 105 to recommend two directors to the corporate board. Thus. loans to directors. The Commercial Code has a new clause that regards the controlling shareholder as a de facto director if he or she uses personal influence to affect business decisions of the management. simple.4 Control by Creditors Role of Creditors in Corporate Monitoring Traditionally. bond indentures are only a few pages long compared to a few dozen pages found in advanced bond markets. These have to be disclosed under the Securities and Exchange Act or approved by shareholders under the Commercial Code and other laws. underwriting securities firms acted also as trustees. This has strengthened the accountability of controlling shareholders as de facto CEOs. For further protection of investors. Banks have played some limited role in monitoring the investment activities of chaebols.3. it now appears that it has backed away from its earlier efforts to introduce legislation on class action suits. The Code has also been amended to state more clearly the fiduciary duty (of care and loyalty) of the management. In fact. After the economic crisis. managers were considered to be subject to the duty of care. This was one of the most significant developments with respect to shareholder activism in the Korean capital market. the Government had for some time pushed for the enactment of class action suits on false statements and omissions in disclosure materials. creditors did not interfere with the management of a debtor. and not strictly enforced. but it was not entirely clear whether they had the duty of loyalty as well.
Emphasis on the monitoring role of banks has been growing since the beginning of the Asian crisis. and purchases of real estate. 10 nonbank . On the other hand. The 10 largest business groups are required to select no more than three core companies in consultation with their respective main banks. the main banks should review the feasibility and financing plans of projects undertaken by the core companies and monitor their financial conditions and prospects. Under the system. this proposal has only a slim chance of being accepted by the Government or legislature. recently banks have been increasingly interested and successful in electing former bank officers as outside directors of firms that underwent workout processes.106 Corporate Governance and Finance in East Asia. However. Purchase of real estate should be financed by equity capital and not by borrowed funds. Vol. a main bank is charged with collecting and analyzing financial information of the firm and delivering its opinion on various applications and matters requiring consultation among lenders to the firm. Some proponents argue that creditors should have the right to send their representatives to boards of directors of borrowers. However. The main bank should also monitor and restrict extension of loans to the controlling shareholder and other firms in the group. The objective of the system is to improve the financial condition of the largest business groups and promote the soundness of bank management. ADB Survey Results on Borrowing and Lending Practices The ADB survey shows that a typical nonfinancial company is associated with various types of creditors. as discussed earlier. In 1994 the approval requirement was abolished. The firms subject to the system are required to get the approval of the main bank prior to purchasing real estate. In 1996. including. 11 banks. In turn. there have been concerns that the Government might use the system to intervene in the management of the business groups. II acquisitions. on average. The view that is more popular among theorists is that creditors would pursue goals that are not in harmony with value maximization and the decision-making role should be bestowed on the shareholders as residual claimants. Besides the setting up of an “External Auditors Committee” by firms. creditors now have a bigger say in court proceedings for receivership and composition. the main bank system was introduced and has been applied to the 51 largest business groups to which banks extended more than W250 billion in loans and payment guarantees.
in order of importance: affiliated companies. Most of the 43 firms with renegotiation experience were able to borrow from the same creditors afterwards. or creditors filed for receivership. Creditors usually exercise their influence through covenants relating to the use of loans. and other financial institutions. Only a few feel that creditors have very strong influence. A few creditors exercise influence through covenants relating to major decisions by the company. For more than half of such firms. banks are most likely to require collateral. Relationships with affiliated companies providing guarantees or collateral include ownership of each other’s shares. most frequently in the form of loan guarantees and less frequently by arrangement of guarantees by a third party. About 60 percent of the firms have experienced renegotiation of loan repayment with creditors during the last five years. 16 percent . collateral was taken away. With respect to the types of loans. 35 percent are guaranteed by the company itself (by collateral and purchase of guarantee insurance). Most firms feel that requirements for collateral have been tightened since the crisis started. One tenth of the firms received assistance from the Government in loan applications. payments were usually rescheduled through negotiation without any penalty. When loans could not be repaid on time. holding companies. penalty was involved in rescheduling. and purchase or supply of raw materials.Chapter 2: Korea 107 financial institutions (NBFIs). subsidiaries. For a small number of firms. Breakdown of loan guarantors is as follows: about 40 percent of loans are without any guarantees. and 17 nonfinancial corporations. while a third think that creditors have weak influence. or through their shareholdings. mutual guarantee agreements. holding shares of another company by both the borrower and the guarantor. The borrower’s relationship with most banks has lasted for more than five years. collateral is more likely to be required of loans for working capital than for fixed investments. renegotiation took place after the crisis. NBFIs infrequently ask for collateral. More than half of the firms think that creditors have no influence on their management and decision making. controlling shareholders. whereas seven of the 17 nonfinancial corporations are. About half of the respondents received assistance from other sources in the form of loan guarantees and/or provision of collateral. The assistance came from. Most of the financial institutions are not affiliates of the borrowing company. The typical company has also maintained its relationship with five of the 10 NBFIs for more than five years. Among the creditors.
The leading creditor banks will continuously monitor the progress in implementing the signed Plans. Separate from but emulating the CRA. Third. 4 percent by subsidiaries.5 The Market for Corporate Control Government Policy Toward Hostile Takeovers Until 1994. Vol. First.108 Corporate Governance and Finance in East Asia. 2 percent by holding companies. Representative of the policy was the stipulation under the Securities and Exchange Act that no one can accumulate more than 10 percent of the voting shares of a listed company . This committee was set up in accordance with the provisions of the CRA. Under a contract signed between the creditors and the debtor. and in continued monitoring of debtors. the Korean Government maintained a policy of protecting the incumbent management of listed companies. the main vehicle for implementing the workout concept (or the London Approach) is the Corporate Restructuring Agreement (CRA) signed by 210 financial institutions in July 1998. major creditors. and 1 percent by the Government. including commercial and merchant banks. 2. the lead creditor banks formally signed Capital Structure Improvement Plans with chaebols. In cases where the creditors are unable to reach an agreement on a workout plan. especially banks. will get involved in the restructuring and workout processes. II by other affiliated companies. Behind these new strengthened roles of creditors is the newly set-up FSC. the delegation has the right to approve wide-ranging financial activities of the firm. The new ways through which creditors.3. have been the driving forces for restructuring activities of the largest 64 chaebols. a Lead Creditor Council Agreement was signed for restructuring the top five chaebols. are summarized below. banks and other institutional lenders are playing more important roles than ever before. In this connection. Role of Creditors in the Corporate Restructuring Process In the current process of business restructuring and workouts of an unprecedented number of firms under financial distress. Second. the creditor banks will send a delegation composed of bank officers to the workout firm to oversee its management. This agreement will provide guiding principles in coordinating diverse interests among creditor institutions and promoting cooperation. the Corporate Restructuring Coordination Committee (CRCC) will provide arbitration.
Companies have also utilized share repurchases.Chapter 2: Korea 109 unless he or she obtains prior approval of the Securities and Exchange Commission. In one case. Between 1994 and 1997. Unlike Germany. Poison pills cannot be used mainly because companies cannot distribute stock options as dividends to shareholders. . In the early 1990s the Government shifted its policy toward freer activities in the market for corporate control. Stock purchases by tender offer were also exempted. A company cannot issue new shares to a third party without first amending the corporate charter. the outside shareholders did not want to sell shares because the share price went above the offer price due to a share repurchase by the target and anticipation of a competitive bid from a third party. Korea does not have the mandatory takeover rules applying to those who amass more than 30 percent of the shares outstanding (until 1998. The reasons for failure are diverse. more than half of these attempts failed. The shareholders already owning more than 10 percent at the time the company went public were exceptions to the rule. an acquirer of shares wishing to own more than 25 percent of the issued shares was required to make a tender offer to buy at least 50 percent). Publicly issued CBs require three months before their owners can convert them to shares. and announcing competitive tender offers by the controlling shareholder. a total of 13 hostile takeover attempts occurred. turning to white knights. The policy to protect the incumbent owners/managers was formally dropped when the Securities and Exchange Act was amended in 1994 to abolish the 10 percent limit. Unlike the UK. Limits on acquisitions of shares of a Korean firm by a single investor were gradually increased over a six-year period beginning in 1992. It was generally believed that the securities authority would use its power to review and order revisions of the tender offer statement to halt any hostile takeover attempt. However. As far as institutional arrangements are concerned. Privately placed CBs cannot be converted into shares in one year. Takeover Activity As soon as the Act was amended. For takeover defense. but were completely eliminated in 1998. hostile takeovers by tender offers began to appear in the capital market. listed firms rely mainly on shareholdings by the largest shareholder. corporations cannot limit the voting rights of large shareholders to a given maximum. it can be safely stated that Korea now has one of the most accommodating capital markets with respect to hostile takeovers in the region. The incumbent controlling shareholders used various tactics such as issuing privately placed CBs.
which are allowed by the Securities and Exchange Act to set the limit on the ownership of shares by one single shareholder. it is not certain whether the Government will ever fully privatize them and whether it will hold a golden share in the case of a complete sale of Government-held shares. the Government became the largest shareholder of several commercial banks through equity participation purporting to recapitalize them out of financial distress. In their charters. In 1998.110 Corporate Governance and Finance in East Asia. 2.3. Many of the takeover targets in the past did not have a controlling shareholder (group). Charter amendments have also been employed by some firms to limit the maximum number of directors. was newly listed. in which the Government still holds the largest ownership. and a bank had government ownership. Korea Telecom. Some had two or more large shareholders who had joint control of the firm but could not cooperate. For the steel company. As of February 1999. the limit will be eliminated when it is fully privatized in two years. some firms have included a supermajority provision for the dismissal of directors and provided for a staggered board. an electric power company. For the others. except for the banks. are designated as public companies. It is harder now to find such firms. Hostile takeovers in Korea will be rare in the future.6 Control by the Government State-Owned Enterprises Government ownership of listed companies is very limited. Firms affiliated with a large group are generally regarded as difficult targets as the other members of the group will come to the rescue or act as white knights. Golden parachutes are almost unknown in Korea because the total amount of director compensation has to be voted on at the general shareholders meeting each year. a steel company. Vol. The Government-owned listed companies.7 percent on average as of the end of 1997 for nonfinancial listed firms). Another reason is that many listed firms belong to chaebols. 172 firms (or 22 percent of listed firms) belong to the 30 largest chaebols. II The Securities and Exchange Act was revised in 1998 to abolish the 10 percent limit on share repurchases and the Government simultaneously eliminated the limit on foreign ownership of shares of listed firms. . Currently the limit is 3 percent. As of the end of 1997. In 1999. One reason is that the percentage of inside shareholdings (by the controlling shareholder group and the firms under its control) for an average listed firm is very high (26.
Even where employees hold . The Government’s right to send public officials to the boards was eliminated. Further. especially those belonging to chaebols. the Government. Labor is not represented in corporate boards. For example. the main bank system. Meanwhile. administering through a self-regulatory committee of the securities industry. as applied to four large corporations. and approved by the Chairperson of the Planning and Budget Commission. The Government has frequently imposed restrictions on the use of capital markets by large companies. controlled the total amount of corporate bonds issued per month and allocated amounts to individual corporations. Control Over Private Companies One of the pronounced purposes of government intervention in the corporate sector has been to prevent concentration of economic power in the hands of a few large chaebols (see 2. But this rule. is being applied to the 51 largest business groups to which the banks extended more than W250 billion in loans and payment guarantees. Beginning in 1999. This was aimed at limiting the supply of bonds thereby stabilizing interest rates. only qualified firms could issue new shares. more state-owned corporations became subject to this new board structure.3.3. It was abolished before the economic crisis but another regulation.1).Chapter 2: Korea 111 The Government used to appoint a few public officials to the boards of state-owned corporations. nominated by the minister in charge of the company in question. was amended in 1997 to introduce a board structure consisting of a majority of nonexecutive directors. 2. The nonexecutive directors are now recommended by a committee. which limits the total amount of bonds issued by the five largest chaebols. The objective of the system was to improve the financial condition of the chaebols and to promote the soundness of bank management.7 Employee Participation in Corporate Governance Employee participation in corporate governance is very limited. which was introduced in 1996. went into effect in 1998 to prevent them from absorbing too much of the funds available in the market. There is no active debate or discussion going on about this potentially difficult issue. each of the 10 largest chaebols was allowed to raise funds no more than 4 percent of the total market capitalization of the member firms. There were also limits on the amount raised and the number of issues per year. In addition.
employers are required to meet with representatives of labor unions at least once every three months. . union members account for 54 percent of the employees. there are two federations of labor unions. 2. This law is not intended for wage negotiations but for employers to seek cooperation and productivity increases from workers. Collective bargaining is. Vol. of which 2 percent were senior managers. Two thirds of the respondents had an organized union. employees of listed firms issuing shares through rights offerings are entitled to 10 percent of the rights. carried out at the enterprise level. The union had no influence on the management in 17 percent of the firms. In 1987. The respondents of the ADB survey had 2. the subscription rights given to employees when a company goes public and when a listed company issues shares were increased to 20 percent of the new shares. 32 percent technicians and professional staff.654 employees per firm on average. the council meetings have been superficial. The typical collective bargaining agreement has a one-year duration. In these firms. In actuality. operation. Employees of companies have had the opportunity to buy shares of their employing businesses at favorable prices. they delegate their voting rights to plans’ representatives.112 Corporate Governance and Finance in East Asia. In 70 percent of the firms with organized unions. and 66 percent manual workers. and development of the company. About half of these firms considered the influence of the union on the management of the company to be weak. The percentage of shares held by the employee stock ownership plans in listed companies was 1. Under another law enacted in 1972 to induce private companies to go public. Local unions in the same industry have established industrial labor federations. the management usually consults the union on major issues relating to the management. which were generally much lower than estimated values. II shares of their companies through employee stock ownership plans. but 27 percent of them felt that it was strong. these firms have to offer 20 percent of the shares being issued to their employees at the public offer prices. The relevant regulation was amended recently in order to facilitate voting by individual employees. Trade unions are organized on an enterprise basis. Under the Capital Market Development Act of 1968. Under the Labor Management Council Law. At the national level. Employee stock ownership plans became popular in 1974 when the Government allowed tax and financial benefits for stock purchases by employees. and 2.1 in 1997.5 in 1990. This practice may be due to the fact that employees are typically submissive to their employers and that their total shareholdings are minimal.9 in 1980. in principle.
Chapter 2: Korea 113
Corporate Financing7 Overview of the Financial System
The foundation of the modern financial system in Korea was laid during the early 1950s. Specialized banks were established during the 1960s to facilitate capital mobilization and strengthen financial support for underdeveloped or strategically important sectors. Most NBFIs were introduced during the 1970s to diversify financing sources, promote the development of the money market, and attract funds into the organized market. From the early 1980s, several commercial banks and NBFIs were added as part of a series of broad measures to spur financial liberalization and internationalization. These measures coincided with a shift from a government-oriented economic policy toward a market-oriented stance. Recently, the Korean financial system has been undergoing substantial changes through a comprehensive financial reform program. This program was agreed upon by the Korean Government and IMF upon the signing of a financial aid package. At present, financial institutions in Korea may be divided into three categories by function: the central bank (the Bank of Korea); banking institutions, including commercial and specialized banks; and NBFIs, including development, savings, investment, insurance, and other institutions. Corporations raise funds through direct loans from the banks and NBFIs, and by transactions with the public through the money market, stock market, and bond market. Banks To a certain extent commercial banks have engaged in long-term financing in addition to their short-term banking operations. They still tend to depend heavily on borrowings from the Bank of Korea to cover persistent shortages in their own loanable funds, although the ratio of these borrowings to their total sources of funds has decreased. Commercial banks in Korea may, as in most countries, engage in a wide range of business. In addition to their core activities, they also handle such businesses as guarantees and acceptances, own-account securities investment, and receipt and disbursement of Treasury funds as agencies of the Bank of Korea. Specific authorization is required for each area of nonbank business they engage in: such as trust ac7
The authors gratefully acknowledge the help of Prof. Bong-Han Yoon who contributed several sections of this part.
114 Corporate Governance and Finance in East Asia, Vol. II
counts, credit card business, and some aspects of securities business. Specialized banks, which function as deposit money banks alongside commercial banks, conduct a similar range of business in addition to their own areas. From the early 1980s, banking institutions moved into a number of new business areas and developed a variety of innovative products to raise their competitiveness against NBFIs, and to meet the growing and diversified demand for financial products. Examples are credit cards, sale of commercial bills discounted by themselves, factoring business, trust business, certificates of deposit (CDs) business, and sale of cover bills. They also entered such security businesses as sales of government, public, and corporate bonds under repurchase agreements; the acceptance, discount, and sale of trade bills; and lead underwriting and over-the-counter sales of government and public bonds. In the early 1980s, the trust business, which had been limited to Bank of Seoul and Trust Company, was opened to all banks. Nonbank Financial Institutions NBFIs can be broadly classified into the following categories: (i) development institutions comprising the Korea Development Bank and the ExportImport Bank of Korea; (ii) savings institutions including the trust accounts of banking institutions, mutual savings and finance companies, credit unions, mutual credit facilities, and postal savings; (iii) investment companies comprising investment trust companies and merchant banking institutions; and (iv) contractual institutions such as insurance companies and pension funds. In addition, there are various nonbank institutions that handle specialized lending such as leasing, factoring, credit cards, consumer loans, housing loans, and venture financing without receiving deposits. NBFIs have increased their share of total funds supplied since the 1980s as they have been permitted greater freedom in management and operations. The market share of banking institutions in terms of Korean won deposits dropped sharply from about 71 percent in 1980 to 30 percent in 1997; while that of NBFIs increased from 29 percent to 70 percent during the corresponding period. Differences in regulatory treatment accounted for the greater freedom in management for the NBFIs. They were allowed relatively greater flexibility in their management of assets and liabilities and, most important, were permitted to apply higher interest rates on their deposits and loans. Evenness in regulatory treatment concerning such interest rates has, however, largely been achieved following the completion of a four-stage plan for deregulation of interest rates from 1991 to 1997.
Chapter 2: Korea 115
Money Market The money market is composed of the call market and a wide range of other short-term financial markets including those for Treasury Bills, Monetary Stabilization Bonds (MSBs), negotiable CDs, repurchase agreements (RPs), commercial papers (CPs), trade bills, and cover bills. The beginning of the organized money market in Korea dates from when MSBs and Treasury bills were first issued in 1961 and 1967, respectively. However, the money market remained underdeveloped until the early 1970s when the Government took a series of measures designed to channel curb market funds into financial institutions and to systematically organize the short-term financial market. In 1972, with the passage of the Short-Term Financing Business Act and the establishment of investment and finance companies, the sale of papers issued by nonfinancial business firms and investment and finance companies was initiated. This was a first step toward the formation of an advanced money market. In 1974, negotiable CDs (large-value time deposits at banks) were introduced. In addition, call transactions, which had previously taken place between individual banks, were put on a systematic basis. In 1977, the Korea Securities Finance Corporation initiated repurchase agreements with securities companies involving bonds on a shortterm basis. Various new financial instruments, including CPs, were introduced in the early 1980s. Since 1985, there has been a sharp increase in the outstanding balance of money market instruments. This is chiefly due to product innovation and expansion in the number of financial institutions handling such instruments. The volume of money market transactions expanded from W7,995 billion in 1985 to W44,201 billion in 1990, and W98,100 billion in 1995 (as of the end of June). Stock Market Activity in the primary (new issues) stock market was extremely brisk during the period 1986 through 1989. The value of shares sold in IPOs and in rights offerings by listed companies grew 48 times from W294 billion in 1985 to W14,176 billion in 1989. But the stock market sagged in 1990, resulting in a decline in IPOs and seasoned issues. The composite stock price index declined substantially during 1990-1992 due to continued labormanagement disputes and a slowdown in economic growth. Though the market recovered temporarily from 1993 to 1995, it again went into a slump
116 Corporate Governance and Finance in East Asia, Vol. II
after 1996 until the index hit 350 in December 1997 with the onset of the financial crisis. A new stock market was organized in April 1987 to provide a new means of trading stocks for small- and medium-sized companies and venture businesses not eligible for listing on the Korea Stock Exchange. A corporation satisfying less stringent criteria can register with the Korean Securities Dealers Association under the sponsorship of at least two securities companies. This market, named KOSDAQ, is not exactly an over-thecounter (OTC) market in that, unlike the National Association of Securities Dealers Automated Quotations (NASDAQ) in the US, there are no active dealers for registered shares. Still, investors are assured of a certain degree of liquidity of the shares registered at the KOSDAQ. Though the KOSDAQ is still in its infancy, it has been showing a great potential for growth by providing liquidity to shares of small and large firms before they are eventually listed on the Korea Stock Exchange. Despite the considerable growth and good performance of the Korean stock market, many problems were exposed with the onset of the financial crisis in 1997. The major problems may be identified in the following areas: (i) corporate disclosure system; (ii) reliability of accounting information; (iii) protection of small shareholders; and (iv) inactive takeover markets. Bond Market Public and corporate bonds are issued in the Korean bond market. Public bonds include government and other bonds that are issued by provincial and municipal governments, government-owned enterprises, and government-owned financial institutions. All public bonds are implicitly or explicitly guaranteed by the central Government. Corporate bonds are those issued by private companies under the Commercial Code. The value of listed public bonds became larger than listed corporate bonds in 1986 and remains to be so. The secondary bond market consists of the exchange and the OTC market. However, as in most other countries, the OTC market has dominated trading in bonds. Almost all of the bond transactions still take place on the OTC market despite government efforts to develop a separate exchange market for bonds. Most corporate bonds were issued as guaranteed bonds where the payment of principal and interest is guaranteed by financial institutions. Nonguaranteed bonds or debentures accounted for only 15 percent of the
Chapter 2: Korea 117
total issued in 1997, although their proportion reached 30 percent in 1995. This implies that most bonds were issued according to similar conditions regardless of the financial standing of the issuing company and that the bond rating system has not been well developed in Korea. However, all of this is changing. Bond rating agencies are now applying tighter criteria. Banks have strengthened their credit reviews in extending debt payment guarantees because of tighter regulatory and market pressures on their own financial conditions. Most securities companies have all but stopped extending guarantees. One of the dramatic changes in the bond market after the IMF bailout is that most corporate bonds are now issued on a nonguaranteed basis. The proportion of nonguaranteed bonds accounted for 69 percent of the total offerings of corporate bonds in 1998. This is in contrast with the prebailout period, when the proportion of guaranteed bonds was more than 80 percent of the total offerings. One problem for the corporate bond market is that most bonds are issued with maturities of less than four years. The maturity of corporate bonds should be lengthened to generate stable longterm funds for corporations. Financial Deregulation Discriminatory government regulations in the financial sector were prevalent during the 1970s. Entry into financial industries such as commercial banking, investment banking, securities brokerage, merchant banking, and insurance was strictly controlled. Ownership of commercial banks and their internal governance structures were controlled for many decades. These factors resulted in a serious structural imbalance in the financial industry. It diminished the role and profitability of banks while encouraging growth of NBFIs. In addition, the capital structure of business firms worsened and the unorganized money market rapidly expanded. In order to reduce government intervention and to restore the balanced development of the financial market, interest rate deregulation was initiated in June 1981. A significant advance occurred in December 1988, when most of the lending rates of banks and NBFIs were liberalized. Only interest rates on long-term deposits were regulated to avoid excessive competition among financial institutions. Interest rates on remaining deposits were gradually deregulated. However, in 1989, when interest rates rose rapidly and macroeconomic conditions deteriorated, the Government again placed extensive control over interest rate movements, including window guidance. In August 1991, the Government announced the Four-Stage
5 percent in November 1981. revision of the credit control system. The Government handed over its controlling stakes in four commercial banks to private hands in 1981-1983. . In June 1993. In addition. The Government began to considerably deregulate foreign exchange in 1987 due to the shift of the current account into surplus in 1986 (see 2. development of the money market. The capital market. With the privatization of nationwide commercial banks. as a first step toward liberalization of capital account transactions. Some policy loans were also abolished. II Interest Rate Deregulation Plan. Meanwhile. and the 30 largest chaebols. the following measures can be constructed: Self-financing ratio (SFR) is the ratio of change in internal funds to change in total assets. listed companies. opting to bring in the plan step-by-step to avoid market dislocation from a sudden shift in the system. and organization of commercial banks. depreciation. the required reserve ratio was substantially lowered from an average of 23 percent in 1979 to 3. On the basis of flows of funds.118 Corporate Governance and Finance in East Asia. the Korean Government announced its Financial Liberalization and Market Opening Plan. short-term finance companies. Since 1985.2. finance companies. the Government simplified various directives and instructions regulating personnel management. Internal funds include retained earnings. implementing the first stage in November 1991. and liberalization of foreign and capital transactions. Vol.2 Patterns of Corporate Financing Corporate Financing Practices In this section.4. The Government adopted a cautious approach. the business scope of financial institutions was greatly widened from the early 1980s. The plan was launched partially to accommodate US demands for comprehensive structural deregulation and market opening of the financial sector. which resulted in the establishment of a number of new banks. budget. Moreover. etc. the Government announced a plan in 1981 that substantially improved foreign investors’ access to the domestic capital market. entry barriers to banks and NBFIs were lowered in an attempt to promote competition. mutual savings. especially the domestic bond market. Also. It included such important issues as interest rate deregulation.1). 2. was liberalized drastically in 1998 after the financial crisis. Korean firms have been allowed to issue CBs in international financial markets. flow of funds analysis was used to examine patterns of financing of the aggregate corporate sector.
New equity financing ratio (NEFR) is the ratio of change in equity (stocks issued + equity other than stocks) to change in total assets. but do not include capital surplus (asset revaluation allowance and the excess of current value over issue value of stock). depreciation. Additional equity capital used to finance growth reduces the financial cost and the financial risk of investment. and 1997. but it remained less than 10 percent of total financing. The corporate sector used . capital surplus. Incremental equity financing ratio (IEFR) is the ratio of change in stockholders’ equity to change in total assets or 1-IDFR. except in 1991. the proportion of borrowings from NBFIs fell to its lowest value at 4 percent. was 71 percent during the period. Before 1988. depreciation. Incremental debt financing ratio (IDFR) is the ratio of change in total borrowings to change in total assets. It measures the degree of financing growth in total assets by additional equity. This means that internal funds after dividend payment were insufficient to finance growth in total assets. Table 2.25. It measures the degree of financing growth in total assets by additional debts. particularly in the short term.26 shows the four measures of corporate financing calculated from Table 2. Securities finance became a more important source from 1988 onwards. and government transfers.25 shows the flow of funds of the nonfinancial corporate sector in Korea during 1988-1997. This high proportion deprived Korean businesses of flexibility during recession periods due to high financial costs. particularly in the 1990s in response to the liberalization of the capital market. The use of additional debt to finance growth increases financial risks as the company may not be able to pay interest during periods of recession or high interest rates. 1994.4 percent in the precrisis period 1988-1997. Meanwhile. including all sources other than retained earnings. In securities finance. the proportion of foreign borrowings in total finance rose steadily. except for the stock market boom of 19871988. the corporate sector’s most important source of external finance was bank borrowings. In 1988 when the stock market boomed. financing by corporate bonds and CPs was more significant than by new equity.Chapter 2: Korea 119 and net capital transfers from the Government. Equity capital represents the shareholders’ commitment to the business. The SFR averaged 28. and allowances) and new equity capital. on average. comprising internally generated capital (retained earnings. Financing Patterns of the Aggregate Corporate Sector Table 2. The share of external financing.
2 2.6 77.7) 11.6 4.3 72.3 2.2 5.3 27.8 8.3 6.1 1.0 70.0 1.4 2. 1988-1997 (percent) 1988 43.0 3.2 10. depreciation.5 0.5 29.9 38.1 1.7 2.1 23.9 10.2 14.2 6.8 15. b Includes capital surplus.1 36.6 2.6 3.1 10.8 (0.1 3.7 4.7 (0.1) 4. .4 2.3 25.6 11.4 2.2 0.8 — 26.3 1.7 2.6 25.Table 2.0 1997 26.4 3.3 30.7 7.5 2.0 2.8 56.4 11.4 — 28. Source: Understanding Flow of Fund Accounts.3 6.6 9.4 0.4 (2.3 3.0 3.4 9. Bank of Korea.8 1.0 9.2 34.6 0.8 1. a Includes retained earnings.4) 13.7 8.0 17.6 9.1 — — — — 12.1) 4.6 0.9 10.4 1.6 0.8 4.1 — 27.7 1.1) 6.7 1.6 1.1 12. and Flow of Funds.7 15.1 2.7 13.8 27.7 1989 1990 1991 1992 1993 1994 1995 1996 22.4 27. 1994.8 0.5 0.25 Flow of Funds of the Nonfinancial Corporate Sector.4 27.1 (1.7 10.5 2.5 16. and net capital transfers from the Government.1 0.6 3.4 0.0) 12.2 13.4 10.9 6.1 3.0 10.2 13.5 0. Bank of Korea.3 6.6 0.4 71.0 11.2 6.4 8.3 1.1 0.3 — — — — 8.2 — 28.6 10.6 11.3 16.9 0.5 9.1 1.0 0.0 (0.5 13.7 — — — — 9.2 26.9 72.2 (0.4 2.8 1.4 27.6 5.9 73.7 2.8 -2.9 34.3) 15.3) 11.1 17.9 9.0 3.0 0.8 1.5 2.7 73.1 3.7 14.3 3.6 Sources of Funds Internal Financinga External Financing Bank Borrowings Banks Nonbanks Merchant Banks Insurance and Others Securities Natl.9 28.7 10.1 2.8 17.9 2.0 16.1 8. and Public Bonds Commercial Paper Corporate Bonds Stock Issuesb Equity Other than Stock Foreign Loans Foreign Current Bonds Trade Credit Direct Investment Others Others Government Loans Business Credit Other Financial Debts — = not available.7 71.2 15.1 72.2 — — — — 9.0 22.3 5.0 5.6 9.6 (0.7 8.3 — 30.7 10. which is the excess of current value over issue value of stock.7 32.7 6.7 11.0 — — — — 8.5 2.1 27.5 16.8 30.3 10.4 1.3 1.7 4.8 1.6 4.4 15.7 14.6 4.0 9.1 (0.7 12.6 14.4 (0.2 1.6) 5.4 21.6 8.
Its IEFR and NEFR dropped to 23.5 and 76. additional equity to finance 12.7 30.0 11.0 27. the corporate sector relied heavily on external financing for its expansion. IEFR ranged from 32 percent to 64 percent of asset growth during the boom years. There were significant time trends.4 27.0 57. . indicating a high financial risk position.8 10. respectively.3 11.3 59.6 26. SFR peaked at 44 percent. higher than the aggregate 40.9 46.6 percent. Bank of Korea.7 percent in 1997.7 40. While SFRs. Bank of Korea.4 percent.3 12. IDFR reached 73.3 59. Lower income diminished the industry’s equity position toward crisis year 1997.8 percent of its total asset growth through debts.5 percent.2 percent of the growth in total assets.9 percent by 1997 when net profit margins were negative. On average.3 60. and the total debt ratio was much higher in 1996 and 1997 at 62.4 12.1 53. The balance.6 percent and 1.7 28.6 percent over the 10-year period.8 28.1 17.6 62. Across industry.5 12.2 percent of incremental asset growth was financed by equity.1 percent in 1988 during the stock market boom.27).7 9. higher than the aggregate 28.5 31.4 NEFRa 20. Source: Calculations from Understanding Flow of Fund Accounts. NEFR registered 20.3 73.9 22. Incremental financing from equity was 40.9 60. 1994.7 26. was financed by additional debts.6 percent. In periods of high economic growth such as in 1988. and Flow of Funds. It dropped to 28 percent the following year.6 Excludes capital surplus.0 5.8 62.26 Financing Patterns of the Nonfinancial Corporate Sector. but plunged to 5.3 percent in 1997. NEFRs. declining to 26. 45.1 39.5 68.2 IDFR 36. 1988-1997 (percent) Year 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average a SFRa 43.2 37.5 percent in 1997.7 40. average SFR was 37.4 percent (Table 2.7 40. but also continuously fell. and IEFRs were declining.4 37. in the manufacturing sector.Chapter 2: Korea 121 Table 2.1 12.0 42.3 27. an average of 59. dropping to 26.1 26. Manufacturing financed 54.4 percent.9 28. respectively.4 IEFR 63.
and hotels sector and realty/renting/business activities sector were similar.6 53.5 NEFRa 9.7 47.8 50.9 percent. large firms showed more cyclical patterns in these financing ratios than small.2 5.6 3. In 1997.1 29.7 percent in 1996.5 7.6 45.6 37.4 46.3 28. retail. the proportion of short-term borrowings in total financing has been high. and low total debt and short-term borrowing ratios.4 3.8 percent in 1990. their average SFR was higher. one year ahead of the other industries.4 37. the two sectors also had low equity financing ratios and high debt financing ratios.0 42. which decreased to 8.and medium-sized firms.7 37. Vol. from 17. It had the highest average SFR in 1988 at 31.1 percent of total asset growth for the period. Categorized according to company size.2 percent in 1993.9 IDFR 34.0 57. Financing patterns of the wholesale. and steam) and the transportation.122 Corporate Governance and Finance in East Asia.5 76. the utilities (electricity. Equity financed an average 25. II The construction industry showed the most cyclical pattern in annual asset growth.5 23. with the total debt ratio much higher in 1995-1997 at 82 to 84 percent.3 52.5 1.4 47. Since large firms were more profitable.6 53.0 42.2 62.27 Financing Patterns of the Nonfinancial Corporate Sector by Industry (percent) Year Manufacturing 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average SFRa 50.0 30.2 3.6 62. Since 1992.4 63.9 6. then increased to 20.7 47.4 45.8 IEFR 65. and fell to about 10 percent in 1997. Total debt financed an average 74.4 54. gas. explaining partly the collapses of several construction companies in 1995. this dropped further to 15.7 37. On the other hand.8 4.6 4. and communication sector had relatively high incremental equity ratios.8 percent in crisis year 1997.0 3.6 36.2 21. These sectors had relatively low equity financing ratios and high total debt ratios in financing asset growth between 1988 and 1997.6 54.9 percent of asset growth. Table 2.6 37.2 . storage.
8 74.0 60.3 47.0 74.3 19.7 7.1 59.2 8.8 4.2 74.0 31.5 70.0 1.1 Trasport.0 34.7 80.3 21.7 78.7 15.8 76.9 1993 63.6 9.7 Wholesale/Retail Trade.0 17.3 7.7 53.5 12.9 1.2 Average 53.7 15.1 69.9 1992 56.6 73.6 14.6 1997 29.3 8.8 25.0 68.7 1997 8.2 18.6 37.Table 2.0 3.3 57.0 1990 12.4 IEFR 46.1 84.6 2.4 26.5 1993 22.9 16.0 1990 50.1 66.8 54.8 29.4 1995 53.2 20. Household Goods.6 4.9 47.3 4.9 Construction 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average 31.3 1996 16.5 21.5 20. Hotels 1988 33.27 (Cont’d) Year SFRa NEFRa IDFR 53.6 8.1 4.5 1996 42.9 29.2 5.4) 2.2 25.7 1994 53.3 (9.6 9.9 1989 63.5 76.6 8.0 0. and Communication 1988 64.0 40.1 25.4 28.2 23.5 1.8 81.7 41.6 71.5 29.2 1995 16.3 10.9 33.5 87.0 82.8 2.6 7.9 20.0 .8 1991 51.8 70.5 23.3 4.8 9.2 46.6 37.1 70.7 6.4 2.9 1.9 30.9 2.9 80.5 62.8 1994 15.9 Average 19.1 19.2 70.7 42.2 10.2 3.7 1989 26. Storage.9 1.2 29.7 78.9 9.9 15.9 52.4 62.0 4.0 65.0 10.1 1991 14.2 4.0 1992 24.3 84.
and short-term borrowings of these firms shot up in that period. Source: Calculated using data from Bank of Korea.0 56.3 81.27 (Cont’d) Year SFRa NEFRa 6.9 45.6 52.and mediumscale firms. a Excludes capital surplus.1 54. The large firms had a higher proportion of external financing in 1996-1997.0 1.7 37.0 67.1 71.9 Average 75.4 IEFR 69. when large firms had much lower equity financing ratios and higher debt financing ratios than small.8 135.3 62.1 35.9 28.2 1992 18.5 77.3 92.5 22. Financial Statement Analysis Yearbooks. .1 1989 34.1 70. and Steam Supply 1988 118.6 1997 23.8 36. Gas.3 31.6 IDFR = incremental debt financing ratio.3 207. Their average IEFR was also higher and IDFR smaller. SFR = self-financing ratio.4 1996 45.9 64.8) (35.7 18.4 1994 72. Vol.8 17.4 7.2 63. Renting.6 1.4 5.9 65.8 Average 22.7 1996 18.1 34.4) 3.0 1997 24.0 53.5 8.8) 7.6 Real Estate. NEFR = new equity financing ratio.0 43. II Table 2.3 3.1 0.0 33. Long.1 42.4 0.7 69. and Business 1988 51.3 Electricity.1 1993 55.7 1994 8.6 1991 18.7 70. Higher growth in total assets and sales and easier access to debts by large firms could be reasons for this.0 21.7 14.4 (107.8 1993 11.6 1995 17.3 7.4 0 0 0 0 1.0 0.9 57.0 1992 51.0 0.4 1995 62.8 1990 19.3 85.9 29.3 29.1 1991 56.0 (0. The trend was reversed in 1996-1997. however.4 1.6 1989 118.6 7.9 IDFR 31.124 Corporate Governance and Finance in East Asia.6 1990 82.0 79.4 47. IEFR = incremental equity financing ratio.0 46.
The chaebols’ drive to expand their empires resulted in heavy borrowings.29). the top 11-30 chaebols had the highest guarantees commitments at 207.3 percent of their equity capital in 1997 (Table 2. and were large borrowers. the top 6-10 chaebols. for listed companies. The largest borrowers were the top 11-30 chaebols.9 percent.Chapter 2: Korea 125 Financing Patterns of the Publicly Listed Firms The average SFR of listed companies in 1994-1997 was much lower than that of the corporate sector as a whole (Table 2.7 percent. Group-member firms borrowed less. at an average 70. In 1997. and higher than that of listed companies (Table 2. Another key feature of corporate finance in Korea is the widespread use of loan guarantees among the top 30 chaebols.5 percent and their total external financing.4 percent. The average IEFR of the top 30 chaebols of 29.28).30). the IDFR of listed companies increased to 93. In 1997. In 1996-1997.8 percent. They had easier access to bank loans and the markets for corporate bonds and CPs than nonlisted companies.5 percent is lower than that of the corporate sector in general. compared with the entire corporate sector’s 35 percent and 65. The average IEFR and IDFR were 10. The debt financing ratio of listed companies was high since they relied more on external financing. Financing Patterns of Chaebols For chaebols.6 percent.1 percent of their equity capital. respectively.6 percent of total asset growth.3 and 89. and the top five chaebols. the average SFR was 28. the NEFR of the top 30 chaebols plunged while the debt ratio increased substantially.7 percent.2 percent. The proportion of their short-term financing averaged 72.9 percent.7 percent for all listed companies. All of the top 30 chaebols relied heavily on short-term borrowings. Cross-payment guarantees have been declining since 1993 and reached 91. compared with 89. 91. and using cross-payment guarantees among affiliated companies. 153. Their shortterm borrowings accounted for 86. . the lowest ratio of 58. but higher than that of listed companies. External financing reached 94. about the same as that of the corporate sector as a whole. They were able to borrow easily from banks by issuing corporate bonds and CP.8 percent of their total finance in 1997. Many firms affiliated with the top 30 chaebols saw loan guarantees turn into their own debts because of defaults in debt payments.
2 23.5 2. 1994-1997 (percent) SFRa 41.9 7.Table 2.7 1.4 88.6 70.8 89.2 36. Source: Calculated using data of Seung No Choi.6 IEFR 42.5 91.9 NEFRa IEFR 14. . Korea Federation of Industries.3 Year 1994 1995 1996 1997 Average a Excludes capital surplus.5 8.3 5.2 NEFRa 1.3 86.6 1.7 13. 1994-1998 (percent) SFRa IDFR 85.5 Year 1994 1995 1996 1997 Average a Excludes capital surplus.1 1.7 12.28 Financing Patterns of Listed Companies.29 Financing Patterns of the Top 30 Chaebols.8 22.4 38.8 76. Source: Calculated from data obtained from data files of the Korea Listed Companies Association.9 6.4 12.2 10.3 28.2 1. Table 2.3 1.4 1.6 11.3 IDFR 57.5 8.5 2.1 93.1 8.4 29. Largest Business Groups in Korea.6 0.6 61.
company preferences in financing investment projects before the crisis were. Further. . This change implies that firms now give more attention to financial risks. Source: Fair Trade Commission and the Federation of Korean Industries.9 — — — 1994 258. in order of ranking. 1993-1997 (as percentage of equity capital) Rank Top Top Top Top 30 Chaebols 5 Chaebols 6-10 Chaebols 11-30 Chaebols 1993 469.9 153. These are followed by loans from banks.0 207.30 Cross-Payment Guarantees of the Top 30 Chaebols.3 64. There were several reasons for this. According to the ADB survey. Second. First. the Government applied high tax rates on net profits of corporations.0 1997 91. and extended loans based on cross-payment guarantees. Few firms ranked loans from NBFIs as their first preference. loans from banks. more than half of bank loans were priority loans with low interest rates. Korean firms preferred debt financing (bank and nonbank borrowings). Third. Fourth. especially in the 1970s when real interest rates of bank loans were negative. Interest payments on debts were considered a loss when calculating taxes.7 150. bond issues. Firms now prefer internal funds and new equity capital. chaebols could easily borrow funds from banks and NBFIs by using cross-payment guarantees.1 — — — 1995 161. Factors Influencing Corporate Financing Choices Until recently. This attitude appears to have changed after the crisis because reserves and retained earnings and rights issues became the preferred financing choices. and underdevelopment of the stock market. so that the firms engaged in lobbying to gain access to them.1 — = not available. rights issues. poor financial and corporate governance resulted in overlending by banks. Financial institutions did not strictly screen their loan projects and monitor their debtors.3 200.9 — — — 1996 105.3 58. the Korean economy was plagued with high inflation. Controlling shareholders usually tried to avoid dilution in their shareholdings for fear of losing control. and loans from NBFIs. and reserves and retained earnings.Chapter 2: Korea 127 Table 2. the Government provided implicit guarantees on bank lending and large businesses. inefficient investment and excessive diversification of corporations. bond issues. And fifth.
A futures exchange launched in 1999 trades foreign exchange options.128 Corporate Governance and Finance in East Asia. Korea now provides a better environment for financial risk management. and Corporate Performance Corporate Performance and Financial Structure Many chaebols were vulnerable to unfavorable cyclical shocks such as the business downturn at the end of 1995 and the terms of trade shock in 1996. even with a heavy debt burden. Only a few firms sought foreign loans because domestic loans were not available. Among those that never hedged against exchange rate risks. in order of importance. some (36 percent) thought that a hedging facility was not available or not working properly. and others (29 percent) expected the local currency to appreciate in value. Among the responding companies that had foreign currency denominated loans. the percentage of foreign currency denominated debt in the portfolio was 14. Few companies felt that hedging was too costly or was unnecessary as the exchange rate was considered fixed.4. ensuring the liquidity of the company. in selecting financing sources. firms give their first consideration to minimization of transaction and interest costs. According to the survey. About half of the respondents of the ADB survey borrowed foreign currency denominated loans from foreign banks. These survey results indicate that many companies were not very attentive to exchange rate risks (and possibly to financial risks in general). The percentage of foreign currency denominated loans hedged against exchange rate risks was 21. Other factors include. Nonetheless. many firms (or 42 percent) never considered hedging. 2. II In seeking external financing. and reduction in tax burden.3 Financial Structure. Diversification. maintenance of the existing ownership structure. This preference has changed little after the crisis. more than half (53 percent) hedged against exchange rate fluctuations. and futures and other financial derivatives.5 percent at the end of 1997. For these firms.36 percent on average for these companies. Vol. The most important reasons why they chose to borrow foreign currency denominated loans were that terms of foreign loans were more favorable and/or these loans were considered cheaper. the majority (60 percent) of the firms responding to the ADB survey look first for nonaffiliated financial institutions. they survived for two to three .
2. the ratios of nonchaebols were remarkably higher than those of the top 670 chaebols during the entire period.3. except in 1991. (iv) In terms of EBITDA to total assets. The extremely high leverage and the ability of chaebols to survive for several years with huge debts are evidence of poor internal governance of both the corporate and financial institutions. as well as lax financial supervision (Nam et al. but the ratios of independent firms were much lower. (iii) Interest payment coverage ratios are calculated as operating earnings over interest expenses. 1999). However. (ii) In terms of net income to total assets. They were also higher than those of the top five chaebols until 1992. Nam et al. the top five chaebols’ ratios were much higher. the ratios of independent firms were higher than those of the top five and top 6-70 chaebols during the entire period. They were also higher than those of the top five chaebols until 1991. These findings indicate that independent firms have had a lower leverage and performed better financially. (i) In terms of total borrowings to total assets. In order to determine the relationship between financing patterns and corporate performance. The ratios of the top five chaebols were similar to those of the top 6-70 chaebols until 1991 when the top five chaebols’ ratios shot up. (1999) compared the financial positions of 504 chaebol affiliates and non-chaebol independent firms during the period 1986-1998. Interest coverage ratios of non-chaebols were higher than those of the top 6-70 chaebols during the entire period. Among the main findings were the following. The ratios of the top 6-70 chaebols were lower than those of the top five chaebols.13). But since 1992. . Operating earnings are earnings before interest payments and taxes plus depreciation and amortization (EBITDA). Table 2. except in 19931995 when semiconductor prices were extraordinarily high. the top five chaebols and the top 6-70 chaebols had similar ratios.. the trend was reversed in 1993 when the interest coverage ratios of the top five chaebols exceeded those of the independent firms. Those firms whose interest payment coverage ratios are below 1 are likely to go bankrupt.Chapter 2: Korea 129 years before collapsing at the time of the 1997 financial crisis (2.
too. and lowest in the top 3172 chaebols. court receivership. The diversification of chaebols under workout was much lower than that of the top 6-30. the top 6-30 and 31-72 chaebols gradually increased their diversification beginning 1990. Their subsidiaries. The degree of diversification of chaebols that fell into default. But the net profit margins of the top 31-72 chaebols were higher than those of the top five in 1985-1992. The more diversified top five chaebols performed better than the less diversified top 6-30 because they were better established in most business areas and have superior personnel and technology. II Corporate Performance and Diversification As a chaebol further diversified into nonrelated areas. Meanwhile. net profit margins of the top 31-72 chaebols were always higher than those of the top 6-30. its profit rate declined. Factors related to weak corporate governance were closely intertwined with shortcomings in macroeconomic policy and vulnerabilities in the financial sector. second highest in the top 6-30. The differences in the degrees of diversification among the three groups are substantial. except in the recession years of 1996-1997. The diversification of the top five chaebols remained at about the same level within the period.130 Corporate Governance and Finance in East Asia. had easier access to credit than the top 31-72 chaebols.5 The Corporate Sector in the Financial Crisis This section looks at the various causes of the crisis in 1997. Vol. 2. Chaebols have been subsidizing new or low-profit industries by transferring resources from high-profit industries through inside dealings.31). or outright transfer of resources due to poor corporate governance practices. and composition was lower than that of the top 6-30 but higher than that of the top 31-72 chaebols on average. the degree of diversification was highest in the top five chaebols. however. the top five chaebols outperformed the top 6-30 chaebols for most of 1985-1997. During 1985-1997. This indicates that excessive diversification and inefficient investment of the top 30 chaebols resulted in relatively low net profit margins (Table 2. debt guarantees for free. then declined to levels lower than those of the top five in the years of economic downturn 1993-1997. larger research and development expenditure. In terms of the net profit margin (the ratio of net profits to sales revenue). had a significant role. rising nonperforming loans (NPLs) and falling . Government intervention. Indicators such as increasing debt-to-equity ratios. and easier access to cheap credit.
3 1.2 (1.0 4.1) 2.4 (0.5 (0.11.7 0.7 3.8 0.6 1.4 1996 0.8 1.4 0.9 0.6 (10.5) (0.8 3. Chung Ang University.7 0.1 0.7 1.3) 0.5 2.5) (2.7 2. Background and Task of Structural Adjustment.3 1.0 0.2) (4.7) 0.1 (1.9 1.9 0.3 (0.31 Net Profit Margins of Chaebols.1 1.0 1.4 (1.1 1.9 (0.6 0.1) (1.9) 2.6 0.7) 0.2 (0.3) 12.3 0.8 (0.1) 2.1 1.1) (2.2) (13.9) 2.8) (4.5 1.2) (0.0 (2.3) 0.4 (0.4) (2.6 (0.1) 1.1 0.9 1.3 1.1 4.3) (0.4 1.3 (0.8) (11.2) 0.9 1.3 (3.3 1.7) (1.1 0.9) (9.7 (1.4 (1.3) 0.1 0.6 0.8 0.9 0.7 0.3 1.5 (6.8) 0.3) 1.6 7.2) (3.1 1.6) 0.8) (1.6 1.3) (0.3 (0. .3) 0.1 0.1 (9.1 0.7 — (0.6) (0.7) (0.3 0.2) 2.8) (3.6 1.3 0.2 1.6) (0.2 (0.4 1.4) (1.0 1992 1994 1.9 1.7 1.7 (0. Management Research Institute.1) (6.8 1990 0.4) (1.2 (0.8 3.0) (4.0 1.5) (2.1 2.0) (3.7 (0.9) 0.4) (4. Beyond the Limit.4 2.5 1.2) (4.1) 0.5 (0.6) (12.2) (13.2 1.0 6.1 (4.7 (4.0 0.7 0.8) (1.7 0.9) 2.3 1.1 1.6 0.7 1.4) (1.0 (0.1) 0.5 (0.8) 0.6 1. and Reconciliation Kia Jinro Hanbo Sammi Newcore Haitai Chungku Kukdong Daenong Halla Workout Target Kuhpyong Kangwon-sanup Pyuksan Sinho Tongil Kohap Sinwon Anam Donga 1985 1.6) 0.6 1989 1.8 (0.3 1.0) (0.8) (0.5 (0.2) 1.3) (12.8) 0.0) 0. Source: Whan Whang.8) 1997 0.3) 1.9) (1.Table 2.3) 0.2 1995 3.8 (0.2) 1.8) 1.7) (0.5 1.8 0.6 5.2) (0.3) (1.1) (5.0) (0.8 1.8) 0.6 0.1 (3. Court Receivership.5) 0.3) 0.3 3.1 (0.3 0.8) (37.6 0.0) 0.0 1987 1.1 0.3 (0.1 0.0 (7.5) (7.8) (20.4 0.1 (4.8 0.1) — = not available.6 3. 1985-1997 Item Top 5 Hyundai Samsung LG Daewoo SK Top 6-30 Top 31-72 Default.2 1.6 0.5) (1.2 (0.1 1.9 8.5 0.9 0.8 0.6) 0.4) (6.1 0.1) (1.3 1.2 0.4 1.4 (0.6) 0.8) 0.1) 1.5 4.3 0.7 0.6 0.9) (8.3 1. p.3 1.0) 0.2 4.6 1.2) (4.2 (17. 1998.2 1.5 (4.5 1.8) 2.2 1.4 (1.5 1.6) (20.4 0.6) (12.1 1.2 1.6 (0.2) 2.4) (0.4 0.4 1.4 (2.2) 1.3) 0.7 1.3 1.
They were then almost automatically elected at the general shareholders meeting. Thus. internal auditors cannot be expected to perform their function independently of management. the controlling shareholder or CEO generally selects the internal auditor despite a legal provision limiting the votes of the largest shareholder to a maximum of 3 percent. Until 1997. The hold was tightened by the practice wherein candidates for directors were handpicked from among the managers by the controlling shareholder.1 Weaknesses in Corporate Governance Concentration of Ownership and Entrenched Management Concentration of ownership has been the root cause of many problems related to corporate governance. the independence and objectivity of the external auditor were often questioned.5. 2. Now. Meanwhile. the recently adopted Code of Best Practice in Corporate Governance recommends the strengthening of the board system. and creditors should select (recommend) the external auditor. Moreover. a committee composed of internal auditors. Vol. Internal and External Control Concentration of ownership has been and will be the major obstacle to the independence of the board of directors from management. a firm’s board of directors had the power to appoint an external auditor. the Korea Stock Exchange introduced listing rules requiring that listed firms elect “independent outside directors” to comprise not less than a quarter of the board members. after the crisis.132 Corporate Governance and Finance in East Asia. Along with government policies to protect the status quo. and to the development of the market for corporate control. Until 1997. The most serious problem among most Korean listed firms has been that a controlling shareholder acting as CEO could never be replaced. Thus. outside directors. A remote trigger in the Thai crisis was all that took to push the economy over the edge. II corporate profitability were signs that the Korean economy had reached the edge of a slippery slope. this has led to entrenched management. But in 1998. The Code of Best Practice recommends board audit committees for large listed firms and the Commercial Code is being amended to introduce the audit committee system as an alternative to the internal auditor system. the boards of all listed companies were composed of insiders only. Ownership concentration also had ramifications on corporate transparency. .
and some differences in Korea’s generally accepted accounting principles from international standards. One reason is that the percentage of inside shareholdings for an average listed firm is very high. and restrictions on hostile takeovers. participated in the stock market as short-term traders rather than long-term investors. Under the direction of the controlling shareholder. hostile takeovers in Korea will likely be rare in the future. However. These included restrictions of shareholdings of institutional investors. Dominance of Chaebols A chaebol is tightly controlled by the largest shareholder. These internal dealings made strong firms weak and helped marginal firms survive. The purpose was to increase the size of the stock market by having financially sound private firms go public with an assurance that they would not be taken over. profitable firms within a chaebol tended to subsidize unprofitable firms. Many of the takeover targets in the past did not have a controlling shareholder. Diversification can reduce chaebols’ risks through the portfolio effect. Another reason is that firms affiliated with a chaebol are generally regarded as difficult targets as the other members of the group will come to the rescue or act as a white knight. a large issuance of preferred stocks with no voting rights. has an unsound capital structure and . usually a member of the founding family. corporate accounting information was not reliable due to the lack of independence of external auditors. Traditionally. Meanwhile. however. as well as institutions. restrictions of voting rights of shares of institutional investors. the Government maintained a policy of protecting the incumbent management of a listed company. Banks did not function as monitors of corporate management although they were shareholders as well as the most influential creditors. as a whole. In this situation. There were no effective monitoring mechanisms for its management. when a large diversified chaebol. Representative of the policy was the stipulation under the Securities and Exchange Act that no one other than founders could accumulate more than 10 percent of the voting shares of a listed company unless he or she obtained prior approval of the Securities and Exchange Commission. individuals.Chapter 2: Korea 133 There had been some devices to protect management so that companies could indulge in business activities without fear of takeover. Many changes were introduced to promote M&A in the 1990s. regulatory and practical difficulty in implementing proxy voting. prevalent window dressing practices.
Net profit margins of the top 31-72 chaebols were higher than those of the top five or of the top 6-30.5. Vol. Financing preferences changed drastically after the crisis.3 Manifestations of Weak Corporate Governance and Government Intervention Preference of Debt Over Equity Financing in the Precrisis Period Before the crisis. financing choices of listed firms in order of preference were bank loans.5. The Government’s supervision and regulation of financial institutions were poor. as the latter are well established in most business areas. and a high degree of inefficiency in the economy. the authorities did not properly check on banks’ lending practices—banks did not screen the lending projects and evaluate the creditworthiness of corporations properly. The new preference ordering is as .134 Corporate Governance and Finance in East Asia. Such problems may eventually cause ripples through the entire economy. and internal funds. bond issues. 2. This effectively becomes an exit barrier for chaebols and would justify the intervention and support of the Government. the intervention later resulted in the accumulation of adverse side effects: underdeveloped product. while (non-chaebol) independent firms had much lower borrowing ratios. and other individual markets. capital.2 The Role of Government Intervention Strong government intervention in the early stages of economic development was useful for overcoming inefficiencies in financial and capital markets and for managing high investment risks. the typical chaebol firm had an extremely high DER. prevalence of rent-seeking and morally hazardous behavior by economic decision makers. II strong financial links among its member firms through investments and cross-guarantees. the financial distress of one or a few marginal firms can lead to a chain of bankruptcies across the entire chaebol. As mentioned earlier. 2. The Government and the Bank of Korea did not have accurate information on the extent of transactions that corporations and financial institutions had abroad. This indicates that too much diversification and overinvestment in the top 30 chaebols resulted in relatively low net profit margins. However. Further. Profitability of the top 6-70 chaebol firms has been lower than that of the top five chaebol firms. although their subsidiaries had better quality workforce and easier access to cheap credit than the top 31-72 chaebol affiliates. share issues.
and bond issues. At the end of 1996. The ratio of external debts to GDP reached 48 percent at the end of 1998. obviously contributed to overlending and aggravated the situation. The high proportion of foreign debt led to a mismatch problem where borrowers were unhedged against foreign exchange risk. which is far higher than the average ratio of around 400 percent for nonfinancial listed firms. the top 30 chaebols showed a DER of 519 percent. Nonpolicy loans were also considered to be cheap because of interest rate regulations. 63 percent of which was short-term. bank loans. Bank loans. share issues. Implicit guarantees by the Government on bank loans to large businesses. total foreign debt amounted to $157. . This change implies that firms are now more attentive to financial risk and inefficient investment financed by external funds is less likely to recur in the future.Chapter 2: Korea 135 follows: internal funds. which generally required guarantees or collateral. In the international financial market. Although the ratio of stock market capitalization to GDP in Korea was not very different from those in the Philippines and Thailand. After the financial crisis erupted in Indonesia and Thailand.5 billion. consisted of high proportions of policy loans. reducing foreign exchange reserves to a dangerous level. However. overseas borrowing became difficult and higher interest rates were charged on foreign borrowing. were advantageous to chaebols because they were in an “ideal” position to meet the loan requirement through cross-guarantees among their member firms. In November 1997. The preference for debt finance also led to a relatively large foreign debt. Other factors also contributed to this preference. The lending practices of banks. The foremost reason why listed companies preferred debt financing over issues of new shares lies in the largest shareholders’ desire to keep control of the management by preventing dilution of their ownership. large-scale bailouts of financially distressed firms. as evidenced by occasional. As of the end of 1997. which were the most important financing source until 1987. the Government and the Bank of Korea defended the currency. the size of the stock market was not adequate to digest all the potential supply of new shares to finance the rapid growth of corporations. won/dollar nondeliverable forward rates increased rapidly. The financing choice of listed firms was also influenced by the underdevelopment of the stock market. the exchange rate (won/dollar) increased sharply and the financial crisis erupted in Korea. signaling a bearish speculative move on the won. The poor state of corporate governance in the banking and financial sectors was responsible for overlending by banks and NBFIs through perfunctory screening of loan applications.
a large number of construction companies failed due to the recession in the real estate market and decline in real estate prices. legal and other barriers prevented the exit of financially nonviable firms.000 in September 1998 (Table 2. Financial Sector Vulnerability Because of financial losses in the corporate sector. then 20.1 percent in 1996. Moreover. The monthly number reached more than 3. Overlending and inefficient investment were also a result of moral hazard due to implicit government guarantees and “too big to fail” legacies to large businesses. and the pursuit of growth through excessive diversification and inefficient investment. . The Government could hardly help them because of the number and magnitude of business failures. starting 1 July 1998. has given rise to various types of self-dealings by the controlling shareholder. These were the definitions until 30 June 1998. The inevitable result of inefficient investment was a fall in corporate profits. were low in 1996 and 1997. especially chaebols. total assets. the NPL ratio of commercial banks increased rapidly from 4. nine out of the 30 top chaebols failed. the NPL ratio reached 7. The bank supervisory 8 NPLs of banks comprise fixed (substandard) and doubtful loans. It jumped to 17. The number of insolvent companies increased rapidly in 1991 and doubled to more than 11. they are defined as loans for which interest payments are overdue by three months or more. Before the crisis. the ratios of net profits to sales.136 Corporate Governance and Finance in East Asia. and there is collateral. excluding the financial sector. and there is no collateral. and shareholders’ equity of all industries. and estimated losses. regardless of whether it is caused by large personal holdings of the controlling shareholder or by pyramiding.7 percent in 1997.000 during January-September of 1998. Doubtful loans are those for which interest is not received for six months or longer.000 from December 1997 to February 1998. According to the “six months” definition. without strictly evaluating the creditworthiness of businesses and the profitability of projects. In 1997 they became negative. However.000 per year starting 1992. The banks and merchant banks lent to large businesses. Vol. the NPL ratio8 of banks and other financial institutions began to increase.6 percent in June 1998. They utilized mutual payment guarantees among their affiliates and believed that they would never fail. Following the “three months” definition.32). Further. Fixed loans are those for which interest is not received for six months or longer. decelerated from March 1998. Meanwhile. II Inefficient Corporate Investment and Low Profitability Ownership concentration among Korean firms.200 in 1997. and returned to about 1. reaching highs of 6 percent in 1997 and 8.
417 Others 152 132 108 97 88 161 326 252 274 302 553 861 952 Note: 1998 figures cover only January-September.979 8. the ratio reached 7-8 percent. Meanwhile.32 Number of Firms with Dishonored Checks.Chapter 2: Korea 137 Table 2.573 3.107 6.859 3. and continuous and large current account deficits.255 13.589 171. European countries.856 7.210 1.114 811 706 696 866 1. The difference between the Korean and Western definitions of NPLs left foreign investors with suspicions that the size of NPLs in Korea might be much larger than the government-announced magnitude.5. Source: Bank of Korea. 2.244 3.135 1. authorities were not too concerned about the high NPL ratios at Korean banks in 1997 simply because the high and rising ratios had precedents.250 2.131 1.759 6.673 Construction 380 354 242 195 294 585 1. and declined to 4-6 percent in 1994-1996 (Table 2.637 6. 1986-1998 Year 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Total 4.754 3. Policymakers thought that economic growth would resolve the NPL problem without the need for corrective action.386 5.238 4.China.502 11.890 4.4 Shortcomings in Macroeconomic Policy The macroeconomic framework also contributed to the crisis in 1997.544 2. those of domestic banks were lower in the 1990s.553 3.985 Services 3.517 2.647 8.33). This was mainly due to the high ratios of NPLs. As a result they had largely overvalued currencies.69 20.053 5.850 3.657 3. low efficiency. Compared to ROAs and ROEs of domestic branches of foreign banks. This speculation was said to be one of the causes of the financial crisis in Korea.027 Manufacturing 1. In 1990-1993.457 2. ROEs and ROAs of Korean and Japanese banks were low compared with those of the US.159 10.751 1.769 9. and large government-directed loans.133 3.992 11.472 2.855 6.259 2. Exchange rates were virtually pegged to the US dollar in all troubled Asian countries. and Taipei.265 6. The current account deficits in terms .
584 2.8 5. Real interest rates in Korea had been two to three times higher than those of Japan or Taipei.390 12.116 1. Mass layoffs became legally possible only after the economic crisis. The pegged currency also encouraged foreign borrowing as investors believed that the exchange rate would remain stable.0 7. and Indonesia -3.4 5.0 7. Land prices and real estate rents were also high compared to trading partners.190 9. In addition to the overvaluation of the won.6 percent (1995). The main result of the rigid labor market was a “high-cost and lowefficiency” economy.537 10.1 percent (1995). Meanwhile large businesses could not legally lay off workers.520 194. In 1997. Businesses served as a social safety net. Source: Bank of Korea.266 10.077 NPL Ratio (%) 8.6 Fixed loans are those requiring collateral and for which interest is not received for six months or longer.929 11.475 143. of percentage of GDP were as follows: Malaysia -8. even in times of economic slowdown.639 1.556 118.910 1.832 337.649 375.China.2 4. because of the rigid labor market.33 Nonperforming Loans of General Banks. 1990-1998 (W billion) Year 1990 1991 1992 1993 1994 1995 1996 1997 1998 a Total Loans 90.138 Corporate Governance and Finance in East Asia. judging from the real effective exchange rate indexes using unit labor cost indexes as a deflator and 1985 as a base year. Thailand -8.8 percent (1996). the terms of trade deteriorated 12 percent in 1996 and 11 percent in 1997. and 30 percent in 1996.827 289.874 22.221 8.310 6.430 12.600 10.China.1 7.736 8.484 11.739 241. the hourly wage rate in the Korean manufacturing sector was higher than in Singapore or Taipei. the ratio of short-term debt to foreign reserves was very high. .1 6.954 9.562 18.997 9. Related to this.705 160. It was estimated that the Korean won was overvalued by 20 to 30 percent from 1989 to 1997.584 Fixed (A)a 5.0 8. b Doubtful loans are collateral-free loans for which interest is not received for six months or longer. which led to large corporate losses. although per capita income in Korea was much lower.176 7.170 1. Korea -4.237 Estimated Loss (C) 958 920 840 816 213 385 490 490 648 NPL (A+B+C) 7. Vol. II Table 2.6 percent (1995).652 29.160 11.192 Doubtful (B)b 952 1.
. A guideline informally promulgated by FSC required the 30 largest chaebols to lower their DER of 412.6. the excessive amount of debt of Korean corporations had to be reduced to a sustainable level. Ailing banks needed to be recapitalized after the huge amount of NPLs was disposed. which were laden with huge amounts of debt and were on the verge of bankruptcy.Chapter 2: Korea 139 2. Nonviable firms and financial institutions.6 2. including banks. However. embarked on their own restructuring programs and/or implemented restructuring demands of the creditor banks. The FSC—later called the Financial Supervisory Service (FSS)— which is in charge of prudential regulation of financial institutions. They have been pressured to stop such practices as providing loan guarantees.1 Responses to the Crisis and Policy Recommendations Corporate Restructuring Activities Restructuring activities in the corporate and financial sectors of the Korean economy were aimed at enhancing their long-term viability and competitiveness. has been actively utilizing its influence to motivate institutions to coordinate debtor firms’ restructuring activities. Corporations. To achieve this. Other firms experiencing financial distress were subjected to workout procedures through negotiations between debtors and creditor institutions.6 percent as of the end of June 1998 to no more than 200 percent by the end of 1999. Downsizing by curtailing employment has been prevalent. had been forced into bankruptcy proceedings or merged into healthier entities. the immediate objective centered on restoring the international investment community’s confidence in the Korean economy. although efforts to lay off thousands of blue-collar employees at Hyundai Motors encountered fierce opposition from labor and ended up in mediation after intervention by politicians from the ruling coalition. and subsidizing money-losing units. They have also been urged to divest themselves of strategically ill-fitting businesses and sell equity holdings of attractive business units to foreign firms to reduce debts. ‘Voluntary’ Restructuring Chaebols have been under pressure from the Government to abolish their informal group headquarters to increase the managerial independence of member firms. Measures have been taken by several chaebols to streamline operations and improve incentives of managers and employees.
More than 59 percent of potential buyers were foreign firms. The process of voluntary debt recontracting by creditors was prolonged because Korean lending organizations lacked experience and expertise when it involved a multitude of creditors. potential foreign buyers waited for the price of acquisition targets to come down further. sellers could not find buyers as almost all domestic firms struggled to raise cash for debt reduction and for working capital needs while there was a severe credit crunch following the outbreak of the crisis. Data collected by the Korean Chamber of Commerce and Industry show that the number of potential domestic and foreign buyers in the M&A market increased by about 50 percent over the six-month period from April to October 1998.045 in October. because liquidation of debtor firms would exacerbate the banks’ already weak balance sheets. or to agree on debt-equity swaps demanded by potential purchasers as a precondition for the deal.138 by the end of October. Involuntary Exits The Government has been involved in the restructuring process mainly through its supervisory capacity over banks. Locally. In their first review. The reasons are manifold. II Divestitures to raise cash for debt reduction and to focus on core businesses have not proved to be easy. they were reluctant to allow recontracting for fear of further deterioration in the capital adequacy ratio. the creditor . Noticing this disincentive.281 in April to 2. Internationally. Vol. It was frequently observed that the negotiating parties could not agree on a price due to large discrepancies in valuation. In many cases.140 Corporate Governance and Finance in East Asia. More important. The data also show that about 24 percent of acquisition negotiations ended up in actual deals. A debtor whose liquidation value was estimated to be greater than its going concern value was subject to “exit”—meaning the creditors would altogether stop lending and not allow renewal of the existing debt. On the other hand. Korean firms have been slowly stepping up their restructuring since the latter half of 1998 as the economy began to show signs of recovery. Banks did not have the incentive to force financially nonviable firms to liquidate. the number of potential sellers decreased somewhat from 2. banks and other creditors were reluctant to absorb losses realized by debt compositions. This number was at 779 firms in April and grew to 1. while only 14 percent of the negotiations were completed from the beginning of the crisis up to April 1998. FSC directed banks to appraise the long-term viability of client firms showing symptoms of failure.
More than 200 financial institutions signed the Corporate Restructuring Agreement to carry out corporate workouts with the top 6-64 chaebols. These chaebols submitted plans for restructuring to improve their respective capital structures. the results thus far have not entirely been as desired. interest reductions. creditor banks completed evaluation of the financial status of 35 subsidiaries belonging to 13 chaebols. Among the sell-offs. provided by the World Bank. and 12 were sold off to other firms. 24 were liquidated. but viable. write-offs. 11 were merged into other group members. FSC has been monitoring the processes from a prudential regulation standpoint. three filed for courtsupervised bankruptcy reorganization. and/or conversion of debt into equity have been applied to those firms that are considered to be viable in the long run and have voluntarily entered into negotiations with creditor banks. A portion of the Technical Assistance Loan of $33 million. . Based on these plans. workouts are being applied to non-chaebol firms identified as financially weak. two were acquired by newly organized employee stock ownership plans. These included 20 firms from the top five chaebols and 32 from the top 6-30 chaebols. By the end of 1998. The plans were put into action immediately following finalization. The creditor banks and the advisory groups also drafted such plans for the top 6-64 chaebols. A second round of review to select more firms for exit was conducted by the Major Creditors’ Council organized for each of the top five chaebols. Upon completion of the evaluation. Also.Chapter 2: Korea 141 banks selected 55 firms as targets for exit. Among the 55 firms selected. Although the intention of the Government and the banks was to effect immediate liquidation of these selected firms. and 16 non-chaebol corporations that had been selected as possible workout candidates. The workout plans were completed for most firms by early 1999. the creditor banks drafted their own restructuring plans with assistance from outside advisory groups led by foreign investment banks. Negotiations were then held between the chaebols and the creditors’ councils to finalize the financial structure improvement plans. Corporate Workouts Workouts in the forms of debt rescheduling. by their creditors. not only for the design of corporate workout programs but also their implementation. was allocated to the six largest banks for them to employ outside experts as advisors.
As of April 1999. Big deals would. First. Foreign investment—in the form of acquisition of controlling interests. aircraft. chaebols did announce their agreements on big deals in seven industries excluding the automobile industry. the foreign buyer demanded specific protections against adverse developments in the business environment. In the early days after the outbreak of the crisis. uncertainty over the future . In the case of automobiles. Restrictions on foreign ownership of land were also abolished.142 Corporate Governance and Finance in East Asia. II creditor banks and the corporations will devise detailed workout programs based on the rehabilitation plans submitted by the corporations. the Government has been urging the largest chaebols to strike “big deals” or business swaps among themselves to consolidate overlapping manufacturing facilities. Big Deals Ever since the outbreak of the economic crisis. railroad cars. Foreign Acquisitions Confidence in the Korean economy depends critically on the lowering of the level of corporate debt. In another. and petrochemicals. On 3 September 1998. Big deals have been elevated to the status of the most important means of effective corporate restructuring. In one case. This figure contrasts sharply with the total of $700 million for all of 1997. automobiles. These deals could eliminate excess capacity in such industries as semiconductors. Hyundai Motor Corporation won the international auction of Kia Motors in its third bidding and Daewoo Motors agreed to acquire Samsung Motors. vessel engines. enable chaebols to streamline their overly diversified operations and focus on several core business areas.5 billion on agreement basis during the 10-month period after December 1997. power plant facilities. some of the acquisition agreements have been discarded for various reasons. However. Korea adopted and implemented policies to open its capital market completely. inducement of foreign direct investments was considered to be the most effective means of achieving that end. oil refineries. labor union demands of the seller were not acceptable to the transacting parties. most of the big deals have entered their final stages of negotiation. Vol. it is hoped. and equity participation—reached about $8. Thus. purchase of divested assets. The less than satisfactory state of foreign capital infusion in the early days stems from a number of factors.
the improved procedures stipulated in the Bankruptcy Reorganization Act and the Composition Act reduced what had previously been legalistic exit barriers. Fourth. The presence of . and (v) to improve the accountability of controlling shareholders and the board. foreign buyers were concerned with the inflexibility of the labor market. local creditor banks were reluctant to absorb losses arising from debt compositions and debt-equity swaps that were necessary in deals involving insolvent sellers. With this in mind. legal procedures pertaining to corporate rehabilitation and bankruptcy filings were simplified to expedite rulings on the exit of nonviable firms and to ensure better representation of creditor banks in the resolution process for court receivership or court-supervised composition. Second. foreign buyers usually employed discounted cash flow methods of valuation while local sellers often put greater emphasis on replacement costs of assets. Sixth. (iii) to reduce financial leverage. many of the businesses that Korean firms put on sale did not prove to be attractive to foreign firms. 2. (iv) to focus on a small number of core businesses. As set forth in the agreement. Overhaul of Bankruptcy Procedures In February 1998. In effect. Seventh. the widespread practice of cross-guarantees of loans and the lack of corporate transparency could potentially give rise to contingent liabilities to the buyer and this has posed a bottleneck problem to the speedy consummation of deals. but it also has important implications with respect to corporate workouts. Not only does this represent progress in terms of an improved institutional framework for market competition. the Government and chaebols reached an agreement on the goals of restructuring and reform efforts.Chapter 2: Korea 143 course of the Korean economy remains high. Third. Fifth. these goals were: (i) to enhance managerial transparency. (ii) to remove cross-guarantees of loans among group members.6. some of the potential acquirers demanded terms that were unreasonable or unacceptable from the sellers’ point of view.2 Policy Measures for Corporate Reform Goals and Policy Measures for Reform in the Corporate Sector Based on their assessments of what caused the economic crisis in Korea and what needs to be done to overcome it. many of the potential buyers believed that prices asked by sellers were still too high and there would be opportunities to buy assets on fire sales in the future.
etc. Korea’s Economic Progress Report. October 1998. Improving Transparency and Corporate Governance9 Transparency and accountability in corporate governance will be promoted by the following measures: (i) consolidated financial statements are required beginning 1999. Second. the maximum grace period on loans to the firm being reorganized was shortened to 10 from 20 years. a “Management Committee.” comprised of experts in the legal. accounting. The changes in the reorganization procedures can be summarized as follows. number of creditors. the changes in the institutional setting for corporate reorganization will enable creditors and debtors to promptly respond to the development of financial problems. thereby preventing abuses by controlling shareholders/managers of financially distressed firms. (v) all listed companies are required to appoint outside directors beginning 1998 9 This and the following two subsections draw on the Ministry of Finance and Economy. First. . Fifth. Also. the new rules made it clear that a court receivership order is available only when the going concern value of the firm under consideration is greater than its liquidation value. the court may annul its previous decision and force the firm into immediate liquidation. (ii) legal changes have been made so that domestic accounting practices conform to international standards. if a final reorganization plan is not worked out within one year from the date of the court order placing a firm in receivership. Also. The purpose of this rule is to shorten the reorganization planning period. The court can refuse to accept the application for composition if it finds it inappropriate considering the size of corporate assets. (iii) the representation requirement for shareholder derivative suits was drastically relaxed from 1 percent to 0.01 percent in May 1998. Third. the Composition Act was amended to narrow the eligibility of applying for court-supervised composition. (iv) restrictions on institutional investors’ voting rights were eliminated in June 1998.144 Corporate Governance and Finance in East Asia. Fourth. The creditors can form a “Creditors Committee” among themselves to allow them to participate in the decision processes in court. In the past this stage usually extended for as long as two to three years. II an expeditious exit scheme is expected to better induce negotiation for workouts between creditor banks and corporations. Vol. the right to revoke court receivership is allowed to the creditors. and economics professions should be organized to provide for expeditious proceedings in court.
Foreign Investment Promotion Act The Foreign Investment Promotion Act was put into effect in November 1998. including tax exemptions and reductions. various supporting measures.148 industries remain closed. (iv) during April and May 1998. crossdebt guarantees totaling about W10 trillion—about 30 percent of the total guarantees among the 30 largest chaebols—were dissolved. to FDI). (iii) hostile mergers and acquisitions by foreigners were fully liberalized in May 1998. (v) by the end of May 1999. an additional nine industries will be opened or further liberalized. 514 listed companies had appointed 677 outside directors). and (vi) all current laws related to FDI have been streamlined and incorporated into a single legal framework represented by the Foreign Investment Promotion Act. including financial subsidization. These new standards are and will continue to be strictly enforced. either partially or fully. have been instituted for FDI: . Existing cross-debt guarantees should be completely eliminated by the end of March 2000. (ii) full liberalization of foreign exchange transactions was legislated and will be put into effect in two stages. and (viii) as of 1 April 1998. 21 industries were further liberalized or newly opened to FDI (now. which was passed in August 1998. Capital Market Liberalization Since 1998. administrative procedures for FDI will be dramatically simplified and made transparent. financial institutions could no longer require cross-debt guarantees. (vi) bankruptcy laws were revised in February 1998 to facilitate the exit of insolvent firms.Chapter 2: Korea 145 (as of the end of May 1998. As for promotion. (vii) by the end of March 1998. Measures for improving standards in corporate governance are already effecting a generally more open corporate culture and greater transparency in business practices. A recent case in point is the penalty imposed by the Fair Trade Commission on chaebol subsidiaries found to be involved in unfair transactions among group members. According to the law. In addition. only 31 out of 1. Foreigners are now able to invest in local bonds and short-term money market instruments without any restrictions. the Korea Trade and Investment Agency (KOTRA) will provide a one-stop service with respect to FDI. beginning on 1 April 1999. Korea has rapidly liberalized the capital market by adopting the following measures: (i) the ceiling on foreign equity ownership was completely eliminated in May 1998.
II (i) (ii) (iii) Tax exemption and reduction: Corporate and income taxes will be exempted or reduced for FDI in target industries. as well as building an early warning system. the Government intends to supplement these measures with a sound macroeconomic policy in order to secure more effective protection against systemic risks. To minimize potential risks. The majority of government bonds to be issued in the next two to three years will carry a maturity of three years. will be provided to foreign firms in the FIZ. The primary aims of the law are the liberalization of the capital account and the development of the foreign exchange market. Vol. for 10 years (full exemption for the first seven years and 50 percent tax reduction for the remaining three years). Three-year government bonds will be used to establish a benchmark.146 Corporate Governance and Finance in East Asia. Low cost rental facility: National and public real properties will be rented to foreign-invested firms for up to 50 years. Also. Various local taxes will also be exempted or reduced for eight to 15 years at the discretion of local governments. It aims to establish a benchmark by consolidating various government bonds. Free Investment Zone (FIZ): A free investment zone will be developed to accommodate large-scale FDI. such as the high-tech industry. Liberalization of Foreign Exchange Transactions In September 1998 the Foreign Exchange Management Act was replaced by the Foreign Exchange Transaction Act. These liberalization measures. The location of the FIZ will be determined at the request of foreign investors. Capital Market Augmentation Bond Market The Government recently introduced a policy plan to deepen Korea’s bond market. are not risk-free. The law allows rental cost exemptions and reductions for FDI. These bonds will be issued . the Korean Government is strengthening prudent regulations and market monitoring. Various support measures. including infrastructure and tax support. however.
Mutual funds (or open-end investment companies) will be allowed starting 2001. and W1 trillion divided equally between the three balanced funds. In August 1998. commercial banks were allowed to carry out dealing operations for government bonds starting in October 1998. In order to promote a greater market demand for government bonds. both domestic and foreign. but may be extended as required. and the demand for longerterm bonds increases in the future. If interest rates stabilize at a low level. These are expected to operate for the next three years. Prior to the introduction of this system. According to the law. financial institutions . a debt restructuring fund and three balanced funds (funds that invest in both equity and debt) were established in September 1998. with only minor standard exceptions. to establish closed-end investment companies.6 trillion in these funds: W0.Chapter 2: Korea 147 monthly. It is now easy for private investors. a primary dealers system will be introduced for healthy financial institutions. The Government established specific qualification criteria and selected the primary dealers in 1999. invested a total of W1.6 trillion for the debt restructuring fund. This law will not only provide an effective institutional environment for the disposal of NPLs. but it will also help improve financial institutions’ risk management. As a pilot program. Investment Companies Korea has developed an institutional framework for closed-end investment companies so that they function as a key instrument for long-term financing. No qualification requirements are being imposed on investors who are sponsoring new mutual funds. and is promoting joint ventures between foreign and domestic agencies. they will be managed by foreign investment management companies. including the Korea Development Bank. Moody’s signed a joint venture contract with Korea Investors Service. To ensure transparency and efficiency of the fund operations. Related legislation was put into effect in September 1998. Asset-Backed Securities A new law providing for asset-backed securities (ABS) was passed in September 1998. the Government will correspondingly expand the issuance of government bonds that have a maturity of five years or more. It also opened the credit rating service market to foreign competition. Twenty-five domestic financial institutions.
Policies aiming to improve the corporate governance system should take into account the high ownership concentration often created by pyramiding. On the other hand. is inevitable. foreign business corporations with good credit standing are now also permitted to issue ABS. There must be stronger rules to control agency problems. Direct controls of interfirm investments and/or pyramidal ownership structures will not be persuasive. However. It would be more desirable for the market-oriented measures to be put into place and strictly enforced. and C investing in D. As markets become more efficient. which is the case for many chaebols.148 Corporate Governance and Finance in East Asia. such as the Korea Asset Management Corporation (KAMCO). Vol.3 Policy Recommendations Poorly performing markets and the resulting lack of market discipline justified the government intervention in recent corporate and financial restructuring activities. etc. the role of the board of directors as the internal control mechanism must loom large in corporate governance.6. II and qualified public corporations. In principle. greater efforts to improve corporate governance are preferable to regulation of interfirm investment. Selfdealings. there is another view that placing a maximum limit on interfirm investments. 2. this can only be a temporary measure. The Government has restored a previously abolished regulation that imposes a ceiling on the total amount that a chaebol company can invest in other firms. The corporate governance structure cannot be expected to function efficiently if this issue is not addressed. considering that there is no other effective way to limit circular investments among chaebol affiliates (e. However. then the regulation will inhibit efficient investment of firms.) and the level of interfirm investments is very high. B investing in C. A good governance system is essential for the healthy growth of corporations and financial institutions. One way of strengthening independence of the boards is to require that listed companies accept nominations for directors by institutional .. this regulation may not be effective in curtailing pyramidal structures. More important. unless the limit is tight and binding. cross-subsidization. the government intervention will have to be refocused so that it only sets the rules of the game in the marketplace. A investing in B. For instance.g. However. can utilize ABS. when the limit is binding. and other unfair internal transactions among affiliated companies should be stopped primarily by improving rules on corporate governance rather than by boosting the Government’s policing role. as stipulated by the government measure.
The Government can prompt institutional investors to contribute more to good corporate governance by paying greater attention to corporate affairs. governance. One way of motivating institutions to do this is to 10 M. Institutional investors will play an increasingly important role in corporate governance. thereby helping to strengthen board independence and enlisting boards’ more active involvement in monitoring corporate management. One action that has yet to be taken is the introduction of an act to facilitate class action suits against corporate directors and internal and external auditors for their wrongdoings. If and when the law is introduced.Chapter 2: Korea 149 investors or their trade associations. and also negligence of external (independent) auditors actionable. Further. using audit. 1997. various measures have been implemented to promote investors’ rights. Listing rules may recommend that all or large listed companies adopt an audit committee. The Corporate Board. pp. 23-26. the Korea Stock Exchange could incorporate provisions of the Code of Best Practice in Corporate Governance in its listing rules. More effective measures to protect investors will enhance corporate transparency and also the accountability of directors to shareholders.10 Other means to improve independence of the boards include mandating that independent outside directors form the majority. Class action suits are an efficient means for corporate monitoring. The Government has already announced that it intends to amend the Commercial Code to introduce Anglo-American type audit committees as an alternative to the current internal auditor system. Proposed: A Governance Monitor. and requiring that all directors hold shares of their companies. The Securities and Exchange Act will then require large listed companies to switch to a board audit committee system from an internal auditor system. The annual shareholders meetings could also elect reputable “monitoring companies” to recommend director candidates (Latham. Each listed firm should be required to disclose the extent of its compliance with the Code in its annual report. Companies could also invite nominations from such organizations as the Korea Listed Companies Association or citizens’ coalitions that have been active in monitoring corporate management through proxy solicitations. There has recently been a general shift in individual investor preference from direct personal stock trading to investing in traditional investment trust companies and the newly introduced (closed-end) investment funds. Since the economic crisis. September/ October 1997. it will have to include making self-dealings by directors and officers. Latham. . 1997). and other committees.
could prepare such guidelines. Another measure. The institutions’ respective trade associations. insurance companies. Many of the larger investment trust companies. Vol. Another concerns whether the court-appointed receiver should be given the power to convene board and shareholder meetings and also to replace directors and officers with court approval. and thus cannot be expected to be actively involved in monitoring portfolio firms. etc. and other NBFIs are subsidiaries of chaebols— especially the five largest ones. The Government recently proposed the revision of bankruptcy-related laws. and impose stronger penalties on violations of the rules on portfolio investments. more drastic in nature. such as the Korea Investment Trust Association. objecting to certain defensive measures proposed by the management.150 Corporate Governance and Finance in East Asia. and compliance officers. the Government will have to come up with appropriate policy measures to solve these problems. One issue that is being debated is the necessity of the court ordering a firm into bankruptcy once it is found to be nonviable during deliberation on composition or receivership. II provide comprehensive guidelines for their actions in matters related to corporate governance. Shareholdings concentrated in investment companies and other institutional investors pose a serious dilemma. an audit committee. In the coming years. possibly. by all nonfinancial companies (or “industrial capital”). securities companies. Application of more stringent bankruptcy-related rules to firms in financial distress will effect greater discipline over corporate management. Also. reviewing independence and expertise of candidates for outside directors. important pension funds including public employee funds and teacher funds seem to have their own governance problems because their top management and portfolio management policies are controlled by the Government. An efficient means to control problems arising from ownership of financial institutions by industrial capital is to strengthen the accountability and fiduciary duty of the very management of these institutions. These guidelines would recommend shareholder activism and faithful discharge of fiduciary duties by actively participating in shareholder voting. The Government can also lower the limits on investments in affiliated companies. Rights of minority shareholders should also be strengthened for these institutions. strengthening incentive compensation schemes for executives. . Measures that are being implemented or introduced will require that the management of institutional investors be closely monitored by a board consisting of a majority of independent outside directors. strengthen its supervisory activities. is to restrict ownership of investment trust companies and NBFIs by the five largest chaebols and.
and thus full-scale education programs should be developed. This means that the Government can control the banks and. Such measures include providing an effective corporate governance system. The public and corporations should be taught or fully informed of the best practices in corporate governance. Bank boards also need to be made more independent from management. In turn. private firms. lessening the degree of double taxation of dividends (or further reducing personal income taxes on dividends). and consistently show low profit rates. reduction of protection of domestic markets and entry barriers. Many concepts regarding good corporate governance are still new to a lot of market players in Korea. to concentrate instead on a small number of core businesses. bank managers should be made accountable to shareholders but not to the Government. such as application of higher interest rates by banks to chaebols with higher DERs. The Government should substantially reduce the proportion of policy loans from bank loans. therefore are vulnerable to economic shocks. An effective policy package is needed for chaebols to dispose of marginal firms with low profitability at the earliest date. In order to minimize government intervention in bank and corporate management. and (iii) a good corporate governance system to protect investors. To facilitate the development of the Korean stock market. and stop unfair internal transactions. the important issues to be addressed are: (i) improvement of the corporate disclosure system. The Government should put more efforts into developing the capital market. and introducing disincentive schemes for excessive borrowings. Chaebols are overly indebted. and financial institutions. the elimination of implicit guarantees for financial support to chaebols. Many corporations are burdened with excessive debt and. large firms. which could provide alternative sources of long-term corporate finance. Banks need to play a bigger role than they do at present in monitoring corporate investment and management. For this. the limit on ownership of bank shares will have to be eased so that strategic investors (shareholders) can act as true effective monitors of bank management. The current obligatory system of disclosure that emphasizes “hard” . (ii) provision of reliable accounting information. through them.Chapter 2: Korea 151 There still exist widespread concerns that the Government will continue to exercise a great deal of discretionary power over banks. the banks have great leverage over the management of debtor firms. The Government needs to sell off at the earliest feasible dates the bank shares that it acquired in the course of recapitalizing banks. Banks should adopt strong incentive compensation schemes for management. excessively diversified into nonrelated business areas.
penalties on violations of disclosure rules are not effective enough to have a significant impact. reasons for different degrees of corruption in various countries. Maintaining current account surpluses for a considerable period is needed to pay back foreign debts. II information on past performance needs to be transformed into a system in which corporations voluntarily announce “soft” information on future prospects. Currently. The function of securities companies as dealers of bonds should be improved. wage rates.152 Corporate Governance and Finance in East Asia. and labor productivity should be considered. Future research could include causes of corruption. Without successfully addressing this problem. The development of the OTC bond market requires a well-developed dealer system. More effective punitive means need to be devised to penalize both corporations in violation of disclosure rules and the officers in charge. Overvaluation of exchange rates should be avoided in order for export and import-substitution industries to stay internationally competitive. Policies are needed to help develop more reliable services by bond rating agencies. At the same time. is considered to be one of the major causes of the economic crisis. Another problem with the corporate bond market is that most bonds are issued with maturities of less than four years. and measures to reduce corruption. . One of the significant changes in the bond market after the economic crisis is that most corporate bonds are now issued nonguaranteed and on the basis of credit quality of the issuer. and bureaucrats. on a real time basis. Vol. profitability of export industries and real effective exchange rates that account for changes in nominal exchange rates. In determining optimal exchange rates. The network should cover not only the exchange market but also OTC transactions of investors and dealers. the information system of the bond market should be better organized to transmit. Prevalent corruption. no economic reforms will be effective. The establishment of a Corruption Prevention Institute will be helpful in this regard. especially among business people. politicians. data on quotations and trading volumes. These should be lengthened to make them a source of stable long-term funds.
Hong Moon Sa. H. S. 1998. S. and K. Korea Economic Research Institute. 1997. Center for Free Enterprise. Y. Korea Economic Research Institute. I. International Financial Statistics. Japanese Zaibatsu and Korean Chaebols. 1997. Choi. Financial Studies. and J. KERI. Jae Woo. Kang. Economic Statistics Yearbook. 1989. Chung and H. 1995. various issues. C. Understanding Flow of Fund Accounts. in Korean Managerial Dynamics. W. and H. I. 1992. Financial Studies. The Corporate Board. Market Concentration and Diversification of Business Groups. 1996. Evolutionary Chaebol. Proposed: A Governance Monitor. 1997. Chung. 1999. 1995.. 1989. Chon. Kwon. Korea Development Bank. Is the Fair Trade Policy Fair? Korea Economic Research Institute. A Study on the Relationship between Ownership Structure of a Firm and Value of a Firm. Korean Managerial Dynamics. New York: Praeger. H. H. An Empirical Evidence on Value of a Firm and Ownership Structure. 79-95.. KERI. Bank of Korea. Korea’s Chaebol. September 1997. M. KERI. 1996. 23-26. K.). . Bibong Publishing Co. Chon. Bank of Korea. Lee (eds. Cho. 1997. edited by K. Hattori. various issues.. International Monetary Fund. 1994. Maeil Daily Economic Newspapers. Survey of Facility Investment Plan. Lee. Bank of Korea. D. D. Latham. N. Jua. K. S. pp. various issues. September 1998. Kim. Cho. 7995. 1996. Korea’s Large Conglomerates. C. Korea’s Financial System. S. and 1998 issues. pp. 1998. September/October 1997. Tomio. Corporate Restructuring. Ju Hyun. W. H. Lee. T. Hong. Kim. Determinants of Diversification of Korean Business Groups. pp. S. W. various issues. September 1998. 1993. New York: Praeger. H. S. Financial Statement Analysis Yearbook. C. Lee.Chapter 2: Korea 153 References Bank of Korea. Kim. W.
Chung Ang University. S. 1998. Y. Conference on Corporate Governance in Asia: A Comparative Perspective. H. Whan. Capital Liberalization. A New Trade and Industrial Policy in the Globalization of Korea.154 Corporate Governance and Finance in East Asia. Annual Conference of Financial Management Association. 1999. Vol. 2nd Sangnam Forum. Korea Institute for Industrial Economics and Trade. Ministry of Finance and Economy. Lim. November 1996. Joh. KIET Occasional Paper No. Ungki. J. 1999. Lee. Background and Task of Structural Adjustment. Y. and H. March 1999.. Beyond the Limit. Yang. I. Sohn. C. September 1998. Yim. Yonsei University. October 1998. W. Business Groups in Korea: Characteristics and Government Policy. and J. Ungki. Korea Development Institute and World Bank. H. S... K. Wang. October 1998. 1998. II Lee. KIEP Working Paper 98-05. Korea Institute for International Economic Policy. Chicago. J. J. I. . Korea Institute for International Economics and Trade. January 1995. 1995. Kim. Whang. Seoul. Nam. U. S. C. Lim. Korea Finance Institute. 1998. 1996. 23. Kim. S. Management Research Institute. Korea’s Trade and Industrial Policies: 1948-1998. Lee. 1996. Real Exchange Rate and Policy Measures. K. Y. Corporate Governance in Korea. and J. Kang. The Ownership Structure and Family Control in Korean Conglomerates: With Cases of the 30 Largest Chaebols. Korea’s Economic Progress Report. K. The Pattern of Ownership Structure and their Characteristics in Korean Conglomerates: With Cases of the 30 Largest Chaebols. 1998.
allowed the Government and the corporate sector to gradually access foreign debt markets after a long absence. after the completion of debt negotiations with the IMF and Paris Club. The lifting of the debt moratorium in 1991. in particular Francisco C. for their research assistance. and Liza V. and David Webb of the London School of Economics for their guidance and supervision in conducting the study. both of ADB. Pineda. Inc. David Edwards.1 Introduction In recent years. the Philippine Stock Exchange for its help and support in conducting company surveys. the Philippine corporate sector has played a leading role in the government’s efforts to get the country on track toward sustainable economic development. the Philippine nonfinancial corporate sector had managed its borrowing risks relatively well by largely avoiding imprudent use of debts and risky investments. Companies of other Asian countries were already using these markets to finance investment and growth. the Philippine economy and corporate sector were in a relatively sound financial position. overall. PSR Consulting. staff. . Saldaña1 3. This has come about following a political and economic upheaval from 1983 to 1987. Serrana. Roble. and Lea Sumulong and Graham Dwyer for their editorial assistance. From 1993 to 1996. about a decade before the recent Asian crisis. Issues such as State ownership of businesses. the Philippines.3 The Philippines Cesar G. Denise B. the PSR Consulting. aiming at eventually limiting the Government’s role to economic policy setting and allowing the private sector to conduct most economic activity. The author wishes to thank Juzhong Zhuang. 1 Principal. The Government pursued the privatization of various state-owned corporations as part of its financial rehabilitation programs sponsored by the World Bank and the International Monetary Fund (IMF). and government subsidies were tackled during that period. healthy profits from the previous five years and new equity raised through successful initial public offerings (IPOs) in a robust stock market allowed the corporate sector to accelerate investments and borrowings. Inc.. When the Asian crisis erupted in 1997. state-sanctioned monopolies. The Asian financial crisis revealed that.
usually with the acquiescence of bank creditors. This study reviews the Philippine corporate sector in terms of its historical development. The Board of Investments (BOI) was created to draw up an investment priorities .156 Corporate Governance and Finance in East Asia.2. companies were necessarily large and capital-intensive. their growth could not be sustained. the corporate sector showed structural weaknesses similar to those in neighboring Asian countries. composed mostly of families previously in trading businesses. Government interventions under the notion of “master planning” for economic and social development characterized the 1970s and early 1980s. which leads to their easing of due diligence and monitoring standards when lending to group members. II Still.2 3. patterns of ownership. To implement these policies. The policy was crafted by the martial law regime at that time. Companies finance long-term investments with short-term debt. These early industrialists naturally opposed any initiative to reduce tariffs. the Government overvalued the local currency and imposed high import tariffs. The highly concentrated and family-based ownership of corporate groups has resulted in governance structures that depend largely on internal control systems. control by internal and external governance agents. patterns of financing. nationalist sentiments led to policies that favored import substitution and heavy government intervention in business. therefore. and responses to the financial crisis. yet they did not risk new capital required for modernizing and expanding manufacturing capacity. Investments of large corporate groups tend to focus on obtaining market shares and industry dominance. Corporate financing relies excessively on bank loans. and on the financial crisis. 3. emerged to influence industrial policies. Banks have significant presence as members of affiliated business groups. But protectionist policies made labor relatively more expensive and. Vol. on family-based and controlled conglomerates.1 Overview of the Corporate Sector Historical Development During the 1950s and 1960s. It analyzes the impact of corporate governance on company financial performance and financing. regulatory framework. An industrial elite. Companies were profitable because of protection from foreign competition. While new manufacturing industries were successfully established. Sugar refining and textile mills are examples of industries that floundered in the 1980s because of government import substitution policies.
Following government initiatives in the control of the infrastructure and utilities sectors. In 1991. Starting in 1981. the Government narrowed the range of tariff rates by commodity categories and reduced the average tariff rate from 28 to 20 percent. including the reduction of tariffs.Chapter 3: Philippines 157 plan (IPP) to encourage private sector investments by offering tax and other incentives. Exports were not competitive because of the high costs of imported materials. The high industrial concentration led to practices of price leadership and output restrictions and the rise of industry lobby groups—common features of an oligopolistic . Better access to cheaper imported raw materials improved the competitiveness of local manufacturers. It limited the bureaucratic cost and discretion that accompanied the necessary approvals of foreign investments. The Government signaled through the IPP its intent to shape the future industrial landscape. In the early 1990s. Reforms in policies. The 1980s were marked by a peaceful transition of political power. Quantitative restrictions and tariff protection of preferred industries remained firmly in place. i. and oriented toward exports.. Foreign ownership was allowed only in industries with high technological and market barriers. dominance by large companies. The FIA allowed foreign equity investment in many areas and at the same time provided a transparent.” No strategic industry could take off without the Government’s participation in its management and operations. the top three companies accounted for a disproportionately large share of total sales and assets. In many industries. and orientation toward domestic markets. Probably the most significant effects of tariff protection and biases for capital intensity were the corporate sector’s high degree of concentration. made less associated with capital investments. Nevertheless. organizing industries into sectors and picking “winners. quantitative restrictions. clearly shifted economic management toward reliance on markets rather than on decisions by bureaucrats in the Government. BOI incentives retained a strong bias in favor of capital-intensive enterprises and domestic-oriented industries. the “pioneer” industries identified in the IPP. the legislative body passed the Foreign Investment Act (FIA).e. and import licensing requirements. advance notice of areas where the country disallowed or restricted foreign investment. and initiated the development of alternative energy sources in response to the oil crises. the Government continuously revised the enabling law of BOI so that incentives were reduced in number. the State took over the generation and distribution of electricity. assumed ownership of the largest petroleum refining company.
2 7. only to be unsettled by the crisis of 1997.8 5. Key Indicators of Developing Asian and Pacific Countries 2000.158 Corporate Governance and Finance in East Asia.000 Philippine companies grew 17.7 5.0 7.7 8.9 7.2 Korea.1 5.4 4. 3.3 8. With economic reforms introduced in the 1980s and 1990s.8 5.7 Malaysia 9.2 (0. II market.8 4.2 During 1988-1997.3 7. A comparison of the Philippines’ economic performance in terms of real gross domestic product (GDP) growth with selected countries in Southeast Asia places the succeeding review of the corporate sector’s performance in context.0 8.2).0 (6. however. 1990-1999 (percent) Year 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 Indonesia 9.5) 5.9 6.1 8. .2 Source: ADB.000 corporations.4 Philippines 3.5 8. Table 3. only nonfinancial companies were used.2) 4.2. Vol. net sales of the top 1.2 9. In this section. Rep.5 9.5 8.5 percent per year (Table 3.9 (1.9 5. Its growth rate began to catch up with others in 1996.2 8.1 4.8 8.6) 0.0 (0.7) (10. The Philippines substantially lagged behind other countries from 1990 to 1995 (Table 3.3 9.8 percent growth in fixed 2 The SEC-BusinessWorld Annual Survey of the Top 1.1 GDP Growth of Southeast Asian Countries.5) 3.2 7.7) 10. of 9. This rate of growth was sustained by a comparable 18.3 9.000 Corporations covers financial and nonfinancial companies.8 10. which was taken as a representation of the Philippine corporate sector.1 5.0 8.6 7.7 (13. competition from liberalized imports had somewhat reduced oligopolistic tendencies and concentration in many industries.1).8 8.3 2.5 (7.2 Thailand 11.2 Growth and Financial Performance Performance of All Companies The analysis of corporate performance in this section used financial data from the Securities and Exchange Commission (SEC)-BusinessWorld Annual Survey of Top 1.2) 0.
0 1.1 1. of Companies Sales per Company (P billion) 899 0.1 881.3 107 13.4 3.4 Financial Ratios (%) Leverage ROE ROA Turnover Net Profit Margin 222 14.332. turnover = net sales/total assets.6 5.2 Average 146 12. return on assets (ROA) = net income/total assets.1 5.6 75 6.8 5.160.1 33.Table 3.131.1 73 5.000 Companies.1 51.5 14.1 615.5 64.7 73 6.8 618.1 72.2 4.8 26.3 862.6 896 0.4 63.9 896 2.1 1.7 1.5 4.9 617.341.4 898 1.5 570.0 148. 1988-1997 1989 519.6 900 1.3 898 1.0 900 1.3 306.6 1.6 109 12.9 1.5 1.2 707.5 51 4.5 192.697.5 446.1 66 12.2 27.4 188.7 1.317.7 903 0.8 77 7.2 Compound Growth (%) 17.1 Other Indicators No.6 954.9 629.8 411. return on equity (ROE) = net income/ stockholders’ equity.5 Leverage = total liabilities/stockholders’ equity.2 1.4 1.8 6.7 20.1 6.1 714.1 54 11.1 95.6 144.191.4 555.2 136.6 102 16.5 119 12.209.2 900.1 468.7 28.512.9 149 6. .9 2.4 8.647.3 121 12.2 338.5 508.4 776.3 941. Source: SEC-BusinessWorld Annual Survey of Top 1.2 2.000 Corporations in the Philippines.3 46. net profit margin = net income/net sales.225.6 35.9 480.8 4.9 78 6.8 22.7 218.9 952.893.1 197 14.5 887 0.8 902 1.3 68 7.4 861.1 4.9 898 1.3 382.4 411.177.7 443.5 193.5 1.6 426.9 3.5 72 7.9 96.561.1 181 11.2 378.6 149 12.5 1.6 290.394.2 Growth and Financial Performance of the Top 1.781.6 18.2 2.4 260.2 Indicators 1988 Growth Indicators (P billion) Net Sales Net Income Fixed Assets Total Assets Total Liabilities Stockholders’ Equity Retained Earnings 464.4 602.6 1990 1991 1992 1993 1994 1995 1996 1997 1.8 741.978.0 1.3 60 10.7 238.123.
various years.979 17.427 13.077 1. The debt-toequity ratio ranged from 222 percent in 1988 to 102 percent in 1994.3 The Corporate Sector and Gross Domestic Product.9 percent for the period. Net profit margins for the top 1. This is high compared with developed countries but compares favorably with other Asian countries. These rates of return are high compared with other Asian countries. Assuming Table 3.697 1. Further. for the 10-year period. Sources: ADB. Return on equity (ROE) and return on assets (ROA) averaged 12.1 19. 1988-1997 Top 1.4 24.000 Corporations in the Philippines. but the extent of the increase was not as dramatic as in other Asian countries.5 17.178 1.394 1.7 percent.693 1.352 1.8 percent per year.1 Net Sales (P billion) 465 519 630 741 862 954 1.906 2. Vol. .6 percent and 5. and the SEC-BusinessWorld Annual Survey of Top 1. The data suggest no evidence of excessive borrowing in the run-up to the crisis in 1997.3). indicating that the corporate sector’s exposure to foreign currency-denominated loans was not as significant as in other countries. II assets.3 percent.000 Companies Year 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Average Growth (%) a GDP (P billion) 799 925 1.9 23. Total assets grew at an average annual rate of 22. and by equity that grew at a higher average annual rate of 26.5 Value-added is assumed to be 30 percent of net sales. respectively. The growth rates of corporate sales for the period 1988-1997 exceeded those of the country’s GDP for the same period (Table 3.172 2. Key Indicators of Developing Asian and Pacific Countries 1999.8 19.9 21.5 Ratio of Estimated Value Addeda to GDP (%) 17.2 percent. Net income consistently increased from 1988 to 1996 and declined only in the crisis year 1997.160 Corporate Governance and Finance in East Asia.8 17.474 1. leverage increased from 109 percent in 1996 to 149 percent in 1997.4 20.5 16.000 companies averaged 7. Asset growth was funded by debt that grew at an average of 20.248 1.
8 Growth Indicators (Compound Annual Growth Net Sales 20.7 2.5 Other Indicators Share of Sales (%) 17.0 5.4 190 5. these figures suggest a significant and increasing contribution of the corporate sector to GDP.7 22.8 606 0. of Companies 73 Sales per Company (P billion) 2.1 ROA 8.8 percent of the corporate sector’s total sales between 1988 and 1997.8 22.1 12.1 Financial Ratios (%) Leverage 89 ROE 15.3 11. The premise is that these variables have a direct bearing on corporate performance and growth. various years.Chapter 3: Philippines 161 a constant ratio of value added to sales. (iii) Government-owned.2 103 5.8 14. privately owned companies constituted the largest group (Table 3.5 GovernmentOwned 4. size.8 2.000 Corporations in the Philippines. %) 17.0 142 22.3 146 6.4).5 Source: SEC-BusinessWorld Annual Survey of the Top 1. Averaging 42.4 28. The foreign-owned companies were the Table 3.8 No.3 9.9 26.3 22.0 4.6 Total Assets 29.3 22. 1988-1997 Indicators Publicly Listed Privately Owned Rate.8 3.0 Turnover 53 Net Profit Margin 15. corporate control structure.9 17. Performance by Ownership Type The Philippine corporate sector can be categorized into four groups based on ownership: (i) publicly listed.4 Fixed Assets 19.0 28. and (iv) privately owned.0 Net Income 19.0 5.1 22 10. . A study of company performance by ownership type.3 42.4 Total Liabilities 26.0 31.4 Stockholders’ Equity 32.9 196 1. and industry reveals further structural characteristics of the growth and financial performance of the corporate sector.9 22.5 27.4 Growth and Financial Performance of the Corporate Sector by Ownership Type.3 27.2 9.5 Retained Earnings 30. (ii) foreign-owned.9 158 13.8 ForeignOwned 21.5 23 4.
Governmentowned companies in the top 1. while there were few of them.1 billion per company in 1997. were among the top 1. or 38 percent. foreign-owned companies borrowed more than publicly listed ones. reflecting the significant presence of holding companies as the gross revenues of holding companies flow through to operating income. selling an average of P4. II second largest at about 27. the highest net profit margin of 15. although small in number. These were mostly large public utilities. and the second lowest asset turnover.8 percent for foreign-owned companies and 20 percent for publicly listed companies during 1988-1997. the second best ROE and ROA. exceeding the 17. but lower than those of foreignowned and publicly listed companies.5 percent. registered the largest per company sales at about P9 billion in 1997. But by being most efficient in employing assets. followed by publicly listed ones.5 percent average growth rate of the entire corporate sector.000 list. Their ROA and ROE were both more than twice as high as those of government-owned companies. these companies were comparatively large. compared with P2. with an average ROE of 22. Publicly listed companies had a minor though steadily increasing share in total sales.2 percent and ROA of 9.000 companies in 1997. However.162 Corporate Governance and Finance in East Asia. a level high by Western standards but at par with those of other Asian countries. and low return on investment is the norm. The privately-owned companies had a high average leverage ratio of 158 percent. Vol. Only 84 of the 221 public companies listed on the Philippine Stock Exchange (PSE). The privately-owned companies were only about one third of the average size of per company sales of the publicly listed companies. Privately-owned and Government-owned companies grew at slower rates. It should also be added that the profit margin of Government-owned companies is distorted by the presence of holding companies such as the Philippine National Oil Company. meaning that the remaining 62 percent were relatively small in sales and assets. Bases Conversion Development Authority.3 percent.75 billion per company for foreign-owned companies.9 percent. they generated the highest return on investments. Publicly listed companies had the lowest leverage at 89 percent. and government-subsidized agencies such as the National Food Authority and Local Water Utilities Administration. The government-owned companies had the highest leverage at 190 percent but lowest ROA and ROE because these are primarily public utilities and companies in the energy sector where turnover is low. With an average leverage ratio of 142 percent. The compound annual sales growth rate was 21. . the asset base is large.
0 22. The independent companies contributed about 56 percent of corporate sales on average during the period 1988-1997.8 6. grew faster.6 26.3 Financial Ratios (%) Leverage 98 ROE 15. 1988-1997 Indicators Group Member Independent 18. the corporate sector is divided into large.3 percent for the conglomerates.7 2.0 25.1 Retained Earnings 32.2 Net Income 21.6 715 0. and achieved higher returns on invested assets than independent companies (Table 3. had a lower leverage ratio.8 Growth Indicators (Compound Annual Growth Rate.2 Fixed Assets 25. Sales and resources of the .Chapter 3: Philippines 163 Performance by Control Structure By control structure.3 Total Liabilities 30. But the conglomerates were larger measured in sales per company. depending on assets and sales.1 124 5.000 Corporations in the Philippines.1 Source: SEC-BusinessWorld Annual Survey of Top 1.4 24. various years.5).2 23.8 ROA 8.7 Stockholders’ Equity 34.7 Total Assets 32.0 166 15.0 55. and small companies.0 Turnover 67 Net Profit Margin 12. a company can be a member of a conglomerate or independent.5 Growth and Financial Performance of the Corporate Sector by Control Structure. compared with 32. Performance by Firm Size By firm size. medium. %) Net Sales 20.3 Other Indicators Share in Sales (%) 32. of Company 159 Sales per Company (P billion) 2. Table 3.3 No.
Sales per company in this group averaged P13. Table 3.9 Retained Earnings 13.5 25.0 7.1 No. of Companies 79 Sales per Company (P billion) 7.6 36. II Philippine corporate sector are highly concentrated among the large companies.0 32. indicating that they deployed resources more efficiently than large and small companies. for this study.6 49. .0 730 0.9 Financial Ratios (%) Leverage 158 ROE 13.2 Other Indicators Share in Sales (%) 56. Vol.9 32. are defined as the largest 100 companies in the top 1. while small companies.7 Net Income 1.1 percent of the total sales of the corporate sector.0 156 16.8 percent of the total number of companies in the list (Table 3.6 Small 19.2 29. averaged only P920 million in per company sales during the same year.5 12.6 Growth and Financial Performance of the Corporate Sector by Firm Size.4 Total Liabilities 18.1 ROA 5.6 31.5 128 10. referring to the remaining companies in the list.6).1 25.2 Stockholders’ Equity 18.000 list. Medium-sized companies.164 Corporate Governance and Finance in East Asia.3 Fixed Assets 15.5 Total Assets 18. defined in this study as the next 200 largest companies in the top 1.000 list. sales of mediumsized companies grew faster than large companies.1 81 9.5 73 6.000 Corporations in the Philippines.3 Source: SEC-BusinessWorld Annual Survey of Top 1. Medium-sized companies also performed better in terms of ROE. averaged a far less P3 billion in per company sales. although they comprised only 8.4 billion in 1997.5 Growth Indicators (Compound Annual Growth Rate. which.6 47.7 44.9 89 1.9 26.1 4.2 25.3 Turnover 65 Net Profit Margin 8. However. %) Net Sales 15. averaging 16 percent.4 28. 1988-1997 Indicators Large Medium 19. Large companies accounted for 56. various years.
7 percent a year earlier. at 128 percent for the period. i. utilities. and assets was much higher for the real estate and property.8 billion in . Net income declined from P54. showed the lowest ROE. The leverage ratio of the manufacturing sector was higher than that of the real estate and property sector. The Asian financial crisis affected large companies most severely.2 percent for large ones.Chapter 3: Philippines 165 Small companies. Sales revenue and net income declined from P76. from 14.8 percent in 1997.5 percent for medium-sized companies and 8. as indicated by the negative annual growth. Large. Poor returns appear to have been caused by the low profit margin at 6. averaging 10. Growth of sales. are shown in Table 3. of net income. and equity up to 1996. but lower than that of construction. Performance by Industry This study also looked at corporate performance by industry. profits. The growth and financial performance of selected industries. especially during the period 1994-1996. Manufacturing companies represented more than half of the corporate sector in number in the period 1988-1997 and accounted for about 82 percent of total sales. reflecting to some extent a “bubble” phenomena in the former two sectors. ROE dropped to 7.e. although the largest in number. Leverage was the highest for large companies. net income. at 156 percent.7 percent in 1997 for medium-sized companies. and the construction sectors than for the manufacturing. unlike their counterparts in other Asian countries.7 billion and P35.. Mediumsized companies’ leverage level was slightly lower. ROE dropped from 10. assets. But small companies’ leverage was significantly lower. and construction.8 the previous year.and medium-sized companies did not substantially increase their leverage in years running up to the crisis in 1997. at -12.4 percent in 1997 from 11. and utilities and services sectors. and profitability in 1997 when the crisis started. at 158 percent on average during 1988-1997.7. specifically those industries least and most affected by the financial crisis. The real estate and property sector also suffered significantly in sales. real estate. Medium-sized companies apparently enjoyed efficiencies associated with economies of scale and made more productive use of their assets.2 billion in 1997 for this sector. compared with 9.6 percent. with their ROE dropping to 3.7 percent in 1996 to 8. For small companies.8 percent. but suffered its largest decline in net profits in 1997. net income. and utilities and services sectors.1 billion in 1996 to P4.1 percent. manufacturing. The sector showed consistent growth in sales.
7 28.0 Turnover 112 24 Net Profit Margin 5.9 2.9 17. 1996 to P56.8 48.7 ROA 5. Vol.5 Other Indicators Share in Sales (%) 82.9 billion and P24.3 5.9 2.7 83 2.7 percent to 10.7 10.6 69 16. and was also much more limited compared with the property sectors in other Asian countries.7 52.0 21.1 24 42.7 192 9.7 billion in 1997. %) Net Sales 16.3 Fixed Assets 20.0 31 0.2 37.2 28 0.4 percent.000 Corporations in the Philippines.7 Growth and Financial Performance of the Corporate Sector by Industry. II Table 3. it does not appear to have been excessively exposed to foreign currency-denominated loans.7 Net Income (12.8 Stockholders’ Equity 21.166 Corporate Governance and Finance in East Asia.8) 17.3 55.2 45.7 19.3 Retained Earnings 17. respectively.2 8.4 Total Assets 19.0 25.1 10. As a result.4 19.4 3. of Company 454 17 Sales per Company (P billion) 1.000 companies’ total sales on average during 19881997.4 Source: SEC-BusinessWorld Annual Survey of Top 1.6 No. With a modest increase in total liabilities and leverage level of less than 100 percent in 1997. . various years.7 Indicators Manufacturing Construction 27. Its knock-on effect on the economy was small as it accounted for less than 3 percent of the top 1.6 Total Liabilities 18.9 5. the sector’s ROE dropped from 15.6 Financial Ratios (%) Leverage 142 181 ROE 13.3 20.0 23.9 23.6 Growth Indicators (Compound Annual Growth Rate.1 2. But the impact of the Asian crisis on the real estate and property sector was much smaller than that on the manufacturing sector.5 12.8 41.4 16.2 12. The sector’s buildup in equity during the stock market boom of 1994-1996 may have cushioned the impact of the crisis. 1988-1997 Utilities Real Estate and and Services Property 39.
operation. Two other pertinent laws are Presidential Decree (PD) 902-A. The General Banking Law. the ownership of Filipino citizens in the corporation is not less than the legally required percentage of capital stock. the leverage of all four industries was low. (v) number of directors (not less than five nor more than 15).Chapter 3: Philippines 167 The utilities sector had the second highest leverage during 19881997 at 181 percent on average.3 Legal and Regulatory Framework The Corporation Code of 1980 is the main law governing the corporate sector. The currency devaluation bloated the foreign currency-denominated loans of these companies. (iv) term of existence. unlike in neighboring countries hit by the Asian crisis. (vi) names. and amount subscribed and paid by each. and restrictions. par value. One month after registration. and residences of incorporators and directors. and (viii) names. The articles of incorporation may also include other matters such as waiver of preemptive right and classes of shares such as founders’ or redeemable shares describing their rights. which is also the organic law governing the operations of SEC. For publicly listed companies. which was based on American corporate law. Amendments to the articles of incorporation require approval by a majority of the board of directors and a two-thirds vote of outstanding capital stock. nationalities. which regulates banks and nonbank financial institutions except insurance companies. (iii) principal office. . and residences of original subscribers. administrative regulations. 3. and recognized rules on corporate practices. privileges. Overall. the Corporation Code of 1980 is a compilation of important juridical rulings. nationalities. Under the Code. (ii) purpose of the corporation. contains some provisions affecting corporations’ dealings with banks. (vii) number. the Code requires a corporation 3 A company’s articles of incorporation should include: (i) corporate name. and the Insolvency Law. the Revised Securities Act (RSA) and PSE’s public listing requirements also apply.3 which serve as the company’s declaration that the minimum percentage of authorized capital required by law has been subscribed and paid-up. It provides the basic constitutional structure for the organization. Corporation Code of 1980 Supplanting the old Corporation Law of 1906. and amount of authorized capital stock.2. It specifies the minimum information to be indicated in the articles of incorporation. and dissolution of corporations. reaching up to 313 percent in 1997.
and should not impair vested rights. (iii) qualifications. Vol. and (vii) manner of issuing certificates in the case of stock corporations. (v) manner of election or appointment and term of office of all officers other than directors. A majority of the outstanding shares of shareholders must vote to authorize amendments to the bylaws. (ii) required quorum in shareholders’ meetings. Securities and Exchange Commission: PD 902-A SEC is the government agency responsible for implementation of the Corporation Code. shareholders may delegate this power to the board of directors by a two-thirds vote of outstanding capital stock. supervision (regulatory). In 1976. and manner of calling and conducting regular or special meetings of the directors and shareholders. the bylaws must be consistent with the law. and forms of proxies and manner of voting them. PD 902-A expanded SEC’s mandate to include absolute jurisdiction. (ii) controversies arising out of intra-corporate relations. must be general. II to adopt a code of bylaws or rules for its internal governance.168 Corporate Governance and Finance in East Asia.4 Philippine corporate law distinguishes between management decisions that require only a majority vote of the board and major decisions that require a two-thirds majority vote of shareholders. officers. 4 Some of the items that a corporation may provide in its bylaws are the following: (i) time. and (iv) petition of corporations to be declared in a state of suspension of payments in cases when their assets cover all debts but they cannot pay these debts when they fall due. directors. the corporation’s articles of incorporation. (iv) time for holding annual election of directors and manner of giving the election notice. (iii) controversies in the election or appointments of directors and officers of corporations. and employees. and public policy. and between the corporation and the State concerning its franchise or right to exist. or officers. It implements rules and regulations that protect minority shareholders from possible fraud and misbehavior by controlling shareholders. However. To be valid. and reasonable. . PD 902-A also granted SEC the exclusive jurisdiction to hear and decide cases involving: (i) complaints about devices or schemes employed by the board of directors and officers amounting to fraud and misrepresentation that may be detrimental to the interest of the public or shareholders. (vi) penalties for violation of the bylaws. uniform. duties. place. between the shareholders and the corporation. In addition. manner of voting. and control (adjudicative) of all corporations. among shareholders. and compensation of directors. Its mandate is to supervise corporations in order to encourage investments and protect investors.
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The last item of PD 902-A is the special jurisdiction granted to SEC over applications by corporations for “suspension of payments” to creditors, a role of the regular courts that was originally part of the Insolvency Law. Under this authority to approve applications for suspension of payments, SEC has the power to appoint rehabilitation receivers or management committees for petitioning corporations. A presidential writ issued in 1981 placed SEC under the supervision of the Ministry of Finance, but in 1998, control of the agency was returned to the Office of the President. Insolvency Law The Insolvency Law is designed to effect an equitable distribution of insolvent debtors’ properties among their creditors. It permits debtors to be discharged from their liabilities to enable them to start afresh with property set apart for them from assets to be used as payment to creditors. The regular courts have jurisdiction for insolvency proceedings including suspension of payments for individual debtors. A debtor can petition the court to suspend payment of debts or to be discharged from liabilities and debts by voluntary or involuntary insolvency proceedings. Revised Securities Act: Law on Securities Dealing Like its predecessor, the 45-year-old Securities Act, the RSA was patterned after several US securities acts. The RSA is primarily designed to prevent the exploitation of investors through the sale of unsound or fraudulent securities. For this purpose, the law requires full and accurate disclosure of all material facts concerning the issuer and the securities it proposes to sell, and prohibits misrepresentations, manipulations, and other fraudulent practices in the sale of securities. To enforce these regulations, the law requires the registration of securities. The registration requirement covers full and accurate disclosure of the character of the securities to be sold to the public, including detailed information regarding past dealings between the issuer and its directors, officers, and principal shareholders. Public Listing Rules of the Philippine Stock Exchange PSE is the country’s facility for secondary trading of shares of publicly listed companies. In 1998, SEC, which originally supervised PSE, granted the exchange the status of a “self-regulated” organization. Thus, PSE now
170 Corporate Governance and Finance in East Asia, Vol. II
has the authority, within general guidelines set by SEC, to set rules and regulations for PSE members and listed companies. The general requirements for maintenance of listed status include submission of financial reports that conform with generally accepted accounting principles (GAAP) and regulations established by PSE, and compliance with laws relating to securities and exchange regulations, board resolutions, and agreements executed with the agency. Violations of PSE requirements are subject to sanctions, including delisting. PSE is responsible for ensuring that listed companies follow the exchange’s rules of disclosure and fair treatment of investors. It has the power to impose sanctions on any company that fails or erroneously discloses material information that affects the rights and benefits of investors and misrepresents information in its application, prospectus, financial statements, or reports. In the area of corporate governance, PSE requires corporations to resolve, and, where possible, eliminate arrangements within groups of companies and own-company dealings that can lead to conflicts of interest. Upon complaints by minority investors, PSE can review the deals in question, using such criteria as benefits to the company, adequate disclosure to shareholders, and internal control procedures to ensure fair and reasonable terms. Banking Laws Affecting Corporations Some aspects of banking laws affect the governance of corporations. The important ones concern: (i) the capacity of officers of corporations to assume positions as members of the board of directors of banks, (ii) limits on ownership of banks by nonfinancial corporations, (iii) limits of lending by banks to corporations, and (iv) rules on lending to directors and other insiders. The General Banking Law governs the regulation of the establishment, management, and operations of banks. As the highest policymaking body of the banking system, the Monetary Board prescribes the qualifications of bank directors and reviews the qualifications of those appointed as bank directors and officers. It could disqualify anyone found, for whatever reason, unfit for the position. There are no other restrictions on corporate officers to be appointed as members of the board of directors of banks. A corporation, including its wholly or majority-owned subsidiaries, can own common shares of banks up to a maximum of 30 percent of banks’ voting stock. In the event that the corporation is majority-owned by one person or by relatives, the limit is 20 percent of banks’ voting shares.
Chapter 3: Philippines 171
Regulations on the single borrower limit (SBL) put a ceiling on the maximum amount that a bank can lend to a debtor. SBL rules limit the total liabilities of any borrower of a commercial bank to 15 percent of the bank’s unimpaired capital and surplus, and an additional 15 percent for “adequately secured loans,” to a maximum 30 percent (“unimpaired capital and surplus” refers to the total paid-in capital, surplus, and undivided profits, net of valuation reserves of a bank). SBL limits exclude risk-free loans such as Government-guaranteed loans and loans secured by cash deposits. Total corporate liabilities include all liabilities of the debtors and their majorityowned subsidiaries. The Monetary Board may prescribe the consolidation of the liabilities of subsidiaries with the parent corporation under certain conditions. Central Bank (Bangko Sentral ng Pilipinas [BSP]) regulations do not prohibit loans by the bank to its directors, officers, shareholders, and other related interests, known as DOSRI. However, they are subject to certain prudential requirements under banking laws, as follows: (i) a director or officer of a bank can only borrow or become a guarantor, endorser, or surety for loans from the bank with the written approval of all other directors of the bank (i.e., excluding the director concerned); (ii) the amount of outstanding credit accommodations that a bank extends to its shareholders shall be limited to an amount equal to the sum of their unencumbered deposits and book value of their paid-in capital contributions; and (iii) loans and advances given to officers in the form of fringe benefits shall not form part of liabilities under DOSRI.
Corporate Ownership and Control Patterns of Corporate Ownership
The historical development of Philippine corporate ownership is rooted in the country’s colonial past, the industrial policies of the Government, and the recent emergence of industrialists and an entrepreneurial class. During the Spanish and American period up to World War II, a small number of families acquired land and owned large businesses. These families built and preserved their businesses over several generations. Many of them became controlling shareholders of family-based corporations and business groups that are major players in the present-day Philippine corporate sector. Ownership is a key element in corporate control and governance. Public listing rules of PSE require that a minimum of 10 to 20 percent of
172 Corporate Governance and Finance in East Asia, Vol. II
outstanding shares, depending on the size of the company, be available for trading in the stock exchange. As companies usually only issue the minimum required number of shares, large blocs of controlling shareholders often dominate corporate decision making in publicly listed companies. Public investors and minority shareholders are not in a position to influence management. Moreover, the presence of large controlling shareholders makes takeovers by other companies difficult. For these reasons, the resolution of conflicts between the interests of controlling shareholders, minority shareholders, public investors, and creditors in Philippine companies depends very much on the effectiveness of internal control systems. Ownership Concentration of Listed Companies This study measures ownership concentration in terms of shareholdings by the top one, five, and 20 shareholders.5 Table 3.8 shows that the top shareholder owned 40.8 percent of the market value of an average nonfinancial company. The shareholding of the top shareholder varied across sectors. It was highest for the property sector at 54.8 percent, followed by holding companies (as a sector) at 53 percent. One shareholder held majority control of an average company in these two sectors. The average shareholding of the largest shareholder was less than 25 percent only in sectors with large market capitalization, such as power and energy, and transportation, and in sectors with high risks, such as oil exploration and mining. These figures suggest that for publicly listed companies, a single shareholder often has substantial or even dominant control. Combined, the holding of the top five shareholders in an average company was about 65.3 percent for the nonfinancial sector and 59.2 percent for the financial sector. The five largest shareholders held majority control over an average Philippine publicly listed company, except in three sectors—transportation; food, beverage, and tobacco; and oil exploration. Ownership by the five largest shareholders was on average most concentrated among holding companies (78.4 percent), and in construction (74 percent), property (69.8 percent), manufacturing and trading (68.4 percent), and communications (67.3 percent).
The study derived ownership data for 194 (169 nonfinancial) companies out of 221 (190 nonfinancial) listed on the Philippine Stock Exchange as of 1997. Shareholdings by the top one, five, and 20 shareholders were estimated for each company and averaged by using the market capitalization of each company as a weight.
Chapter 3: Philippines 173
Table 3.8 Ownership Concentration of Philippine Publicly Listed Companies by Sector, 1997
Sector Financial Institution Banks Financial Services Average Shareholdingb Nonfinancial Company Communication Power and Energy Transportation Services Construction and Other Related Products Food, Beverage, and Tobacco Holding Companies Manufacturing, Distribution, and Trading Hotel, Recreation, and Other Services Property Mining Oil Average Shareholdingb
Top 1 26.9 41.3 27.2 35.4 21.5 23.8 47.7 22.7 53.0 37.4 28.9 54.8 23.4 19.9 40.8
Top 5 59.2 63.2 59.2 67.3 55.4 48.4 74.0 44.1 78.4 68.4 55.3 69.8 56.0 45.1 65.3
Top 20a 76.4 65.8 76.2 76.9 72.1 69.2 86.2 69.7 86.0 42.6 68.0 74.5 51.9 64.3 75.9
Information on the top 20 shareholders is not available for five holding companies, 10 manufacturing companies, and two property companies. b Weighted by market capitalization. Source: PSE databank.
The shareholding of the 20 largest shareholders in an average company was 75.9 percent for the nonfinancial sector and 76.2 percent for the financial sector. In 12 out of 13 sectors, the top 20 shareholders owned more than 50 percent of the voting shares of an average company. In 10 out of 13 sectors, the top 20 shareholders held more than a two-thirds majority control of an average company. Ownership Concentration at Critical Levels of Control PSE listing rules require that a minimum of 10 to 20 percent of outstanding shares of a company be issued to the public, depending on its size. An interesting question is whether in reality Philippine publicly listed companies issue enough shares to be truly widely held or whether they barely meet this minimum requirement. The answer to this can be gleaned from an
or 51 percent of the total. the top five controlling shareholders were classified into eight groups.2 percent of outstanding shares of publicly listed companies. In 116 companies. a single shareholder held operating control of a company. Parent companies usually spin off operating units into new companies that they continue to control as affiliates. Table 3. the top five shareholders held more than two-thirds majority control of a company. The shares of publicly listed companies are thinly traded and illiquid. In 21 companies. holding only an average of 2. Through these. or about 30 percent of the total. In four of 11 nonfinancial sectors. In 76 companies. or 3 percent of the total. or 80 percent (only nominally publicly listed) of outstanding shares. and share prices are sensitive to movements of foreign funds. There are advantages to establishing pure holding companies. the top 20 shareholders collectively owned a majority of a company’s shares. Vol.9 shows that in 44 companies. which are mostly privately owned and controlled by family-based shareholder blocs. a single shareholder held two-thirds majority control. The largest group is nonfinancial corporations. In four companies. 66 percent (signifying strategic control). or 20 shareholders owned more than 50 percent (signifying operating control). or almost 75 percent of the total.10. the top five shareholders owned more than 50 percent of the voting shares. or 14 percent of the total. five. Individuals did not constitute a significant shareholder group among the top five shareholders. Composition of Ownership of Publicly Listed Companies Another important issue concerning corporate ownership is the composition of the controlling shareholders. including pure holding companies. a single owner owned more than 80 percent of outstanding shares. or 78 percent of the total. nonfinancial corporations held majority control. large and family-based shareholders pool the family’s ownership over many .174 Corporate Governance and Finance in East Asia. minority shareholders are unlikely to be able to influence the strategic and operating decisions of a company without the support of one or more large shareholders. II analysis of the number of companies in which the top one.1 percent of publicly listed companies in the Philippines in 1997. five. The limited volume of shares issued to the public is one of the causes of the underdevelopment of the Philippine stock market. With such high levels of ownership concentration. controlling an average of 52. Who are the top one. Nonfinancial corporations with controlling shareholdings are likely to be holding companies. and 20 shareholders? In Table 3. In 111 companies.
Source: PSE databank. and Tobacco Manufacturing. 10 manufacturing companies. and two companies in the property sector.Table 3. Distribution. 1997 % of Firms with Top Shareholders Controlling more than 50% of Shares Top 1 30 40 50 20 31 — 14 24 30 90 80 86 72 73 50 57 72 74 100 87 93 36 82 100 100 80 78 20 13 43 8 14 — — 8 14 70 60 57 48 49 50 14 52 51 Top 5 Top 20a Top 1 Top 5 Top 20a 90 80 86 36 76 100 71 76 72 % of Firms with Top Shareholders Controlling more than 66% of Shares % of Firms with Top Shareholders Controlling more than 80% of Shares Top 1 — 13 7 — 2 — — — 3 Top 5 40 33 50 28 27 50 — 28 30 Top 20a 60 67 64 20 47 50 43 36 45 Sector Communication Construction Food. Beverage.9 Ownership Concentration at Critical Levels of Control Over Publicly Listed Companies. and Trading Holding Power Transportation Property Total — = not available. a Data for top 20 shareholders were not available for five holding companies. .
5 12.0 1.0 0.7 3.7 0.9 36.1 9.0 10.6 0. 1997 (percent) Nonfinancial Investment Nominee Commercial Company Trust Fund Company Individual Bank Government Securities Broker Insurance Company Sector Financial Company Banks Financial Services Average Shareholdinga Nonfinancial Company Communication Power and Energy Transportation Services Construction and Other Related Products Food.8 21.8 0.0 5.3 5.0 0.6 1.0 0.0 1.6 0.0 5.2 0.2 0.0 0.8 0.3 1.0 0.0 0. and Other Services Property Mining Oil Average Shareholdinga 33.5 0.7 0.10 Composition of Top Five Shareholders of Philippine Publicly Listed Companies by Sector.4 0.1 0.2 3. and Trading Hotel.0 1.0 4.8 66.0 1.0 0.1 5. and Tobacco Holding Companies Manufacturing.2 59.7 0.9 0.1 1.8 0.3 1.2 3.5 53.2 3.2 0.6 9. Recreation.7 67.6 0.1 8.1 0.3 5. Source: PSE Databank.6 5.9 52.0 1.6 33.4 5.0 0.6 2.3 12.2 5.0 0.5 26.4 29.4 2.0 5.7 0.9 6.0 0. Beverage.6 2.3 37.0 0.0 0.5 2. Distribution.0 0.7 0.3 0.4 19.0 1.3 0.Table 3.0 2.3 2.0 5.5 0.2 0.5 4. .7 3.3 0.7 0.0 7.6 0.1 6.0 2.6 0.6 12.3 26.2 3.2 0.4 1.6 0.9 0.4 8.1 a Weighted by market capitalization.3 0.3 0.0 1.0 0.0 45.0 0.7 1.5 4.8 11.0 1.6 0.1 7.2 1.5 13.2 10.6 18.
2 percent in 1997. Such advantages have contributed to the popularity of holding companies among publicly listed companies. These institutions keep a stock portfolio mostly in shares of a few companies with large capitalization and high liquidity in select industries. Funds of SSS and GSIS consist mainly of compulsory contributions from members of the country’s private sector and government workforce. Because of limited ownership by institutional investors.5 to 12. As a group. with an average of only 7. there was no real market for investment information. They can also better manage their income taxes because income from affiliated companies passes through a holding company. The 7. The financial institutions among the top five shareholders of nonfinancial corporations are investment trust funds (with 4. respectively. These are mainly the Social Security System (SSS) and the Government Service Insurance System (GSIS). Holding companies as a sector had the largest market capitalization in PSE in 1997. and San Miguel Corporation (SMC) in food and beverages. Investment trust funds were the most important institutional investors. accounting for P258. The investment funds’ presence in these sectors ranged from 8.1 percent). .6 billion or 26. This complex layering of ownership masks the identity of individuals or families that actually own and control operating companies.3 percent). Privately-owned pure holding companies own a majority of shares and exercise control of publicly listed holding and operating companies through a multilayered pyramid structure. Petron and MERALCO in power and energy. Insurance companies were very minor investors in the stock market because prudential regulations prevent them from investing significant amounts even in equities of large companies. Holding companies were themselves 66 percent owned by other nonfinancial corporations.7 percent of shareholdings). and insurance companies (0.Chapter 3: Philippines 177 companies and share in the risks and profits of the group.2 percent shareholding by the financial institutions was even inflated to some extent because securities brokers held trading portfolios for their clients rather than long-term investments.7 percent of market capitalization of the nonfinancial publicly listed companies. financial institutions did not have a significant ownership in nonfinancial corporations.6 percent of market capitalization in 1997.1 percent). while still allowing the public to own minority shares. These include Philippine Long Distance Telephone Company (PLDT) in telecommunications. The Philippine capital market did not have an active analyst community comparable to those in more developed capital markets. securities brokers (1. commercial banks (1.
. Foreign banks have a growing presence but have not necessarily increased the supply of credit to the corporate sector. suggesting that business groups are common in all major markets. However. so far limiting their involvement to selected products. a nonfinancial company that owns a commercial bank has better access to loans at favorable rates and terms. All major industries were represented. about three fourths.6 The total sales of these groups in 1997 were estimated at P806 billion (Table 3.7 6 7 The study used publicly available shareholder information and published reports. Some 20 financial institutions were affiliated with these groups. For this reason. More than three fourths of the respondents are either a parent or subsidiary (about 70 percent of these are domestic nonfinancial companies). of the financial resources in the country. Still.178 Corporate Governance and Finance in East Asia. To understand the ownership and governance characteristics of family-owned business groups. identified the companies belonging to each of these groups. Prudential regulations.000 companies. This is significant considering that there were only 31 local commercial banks in the country in 1997. The process identified a total of 238 companies belonging to 39 business groups from the SEC-BusinessWorld Annual Survey of the Top 1. including 16 commercial banks.8 percent of total companies in number. II Family-Based Ownership and Business Groups The Asian Development Bank (ADB) survey of publicly listed companies conducted for this study reveals that about one third of responding companies started out as family businesses. including SBL and DOSRI rules. liberalized the regulations on entry of foreign bank branches and foreign ownership of local banks. Commercial banks hold the largest share. A common feature of corporate ownership of a business group is the centrality of a commercial bank. Family-based groups have larger companies since their total sales were about 33. but they comprised only 23. using data on the Philippines’ top 1. and tracked the financial performance of each company from 1992 to 1997. and increased the capital requirements for all types of banks.11). Banks that are members of business groups have an advantage in raising funds from the internal capital market of the group. suggesting that most publicly listed companies are parts of business groups. Most family businesses that went public did so because they wanted to raise capital and to gain the prestige associated with being a public company. the study put together a list of prominent business groups. remain in force to control excessive lending of banks to insiders. Corporate financing depends on intermediation by banks.000 corporations’ sales. Vol. the Central Bank’s reforms are probably changing the conduct but not necessarily the structure of the banking system. This could further increase the concentration of ownership and expand the scope of own-group lending by these larger banks.000 Corporations in the Philippines. many companies in family-owned groups are not publicly listed.4 percent of the top 1. The Central Bank deregulated interest rates and foreign exchange. Large shareholders and their families own these banks directly or through their controlled companies.
000. It is also noteworthy that. In 1997.000 corporations in 1997.4 percent of the group’s 1997 profits). These corporate entities accounted for 53. Lopez. Significantly. Cojuangco.8 percent). retail merchandising (69. Lopez.12). real estate. the largest family-based business group was the Ayala Corporation Group. the largest was the Eduardo Cojuangco group. with 27 affiliated companies in the top 1. the top 10 family-based business groups had only 119 companies in the top 1. which was majority-owned by the Henry Sy group. To show this. broadcasting (49.6 percent of the total sales of the top 1.1 percent). the two were closely related through their affiliations to business groups. the study used the four largest business groups—Ayala. ranged according to their sales (Table 3. the nonfinancial sector was real estate (60. Gokongwei.2 percent). Interlocking Relationship between Financial and Nonfinancial Firms Although financial institutions as a whole did not own directly significant proportions of shares of nonfinancal corporations in the Philippines. the principal owner of SMC. namely. and more than 20 percent for the Lopez group and Henry Sy group. The significance of family-based business groups in the Philippine corporate sector is immediately evident in the 50 largest corporate entities. Commercial banking contributed about 40 percent of group profits for the Ayala group and Gokongwei group. it was manufacturing (36. The main constraint may be the availability of family members that could be drawn for top management positions. In terms of number of companies. 25 out of the 50 top corporate entities were familybased groups. an average group in the Philippines has fewer member companies. the three largest entities were family-based groups. for each of these groups. nonfinancial companies contributed about 36 to 60 percent of total profits for these groups. Together. Commercial banks are often affiliated to a particular business group. and banking. in most . and for the Henry Sy group. In terms of sales. Foreign-owned companies mainly serve the export markets.Chapter 3: Philippines 179 Compared with other Asian countries. a substantial proportion of group profits came from its financial subsidiaries. For the Ayala group. with the exception of Banco de Oro. and Henry Sy—as examples. the biggest private company in the Philippines. In the meantime. including business groups and independent companies. construction.000 companies. for the Lopez group. for the Gokongwei Group. Also. Family-based business groups are most dominant in sectors such as manufacturing. or an average of about 12 per group. and Ayala. as discussed in previous sections.
Consunji 4 3 Food and dairy products Construction and mining 10.3 11. 3. of Affiliated Companies Total Sales (P billion) 123. Real estate.2 16.0 17. 10.Table 3. 14.5 2. Eduardo Cojuangco Lopez Family Group Ayala Corp.2 1. 16. power.11 Total and Per Company Sales. Beverages. and dairy products Investments. Flagship Company. 17. construction.8 84. coconut oil.1 2. beverages.5 26.6 2.5 46.6 7. and car manufacturing Car manufacturing and real estate Food and telecommunications Department store and real estate Airlines. beverages. and mining Management. 15.0 13.5 17.0 Average Sales Per Company (P billion) 6.2 1.6 3. agriculture.9 2. 1997 Business Group 19 15 27 12 12 9 4 6 11 4 8 9 5 4 5 6 Major Sector Orientation Estimated No.5 47.5 44. and Affiliated Bank of Selected Business Groups. real estate. telecom. and food Food.1 4.5 49. and tourism Credit card 18.5 13.3 2.4 . food. 11. 7. and packaging Power distribution and mass communications Real estate.6 3. and personal care prods Shipping.1 4. Sector Orientation.4 6. 9.3 15. 5.3 3.0 26. and tobacco Telecommunications Cement and construction materials Pharmaceutical and distribution 12.7 98.9 3.4 10.4 48. 4. Group George Ty John Gokongwei Henry Sy Lucio Tan Ramon Cojuangco Family Group Del Rosario/Phinma Group Zuellig Group First Pacific/ Metro Pacific Group Aboitiz Family Group Jose Concepcion/RFM Group Alfonso Yuchengco Andres Soriano Family Group George Go Wilfred Uytengsu/ General Milling Group David M. 8. food. 2.5 6.0 5. 13. 6.
3 2.1 805.2 6. 25. P.7 1.9 0.7 4.6 3.9 7. 33. 4 238 1. distribution.6 2.4 3.5 8.0 2.1 0.7 0. 39.5 2. and real estate Department store Mining Construction Telecommunication Shipyard and power 4 7 5 2 4 4 3 2 5 7 5 5 2 3 2 3 2 2 2 2 8.0 0.1 1.8 6. 22.7 3. 32.9 0. 30.9 1. Cruz Jose Luis Santiago Keppel Group Robert John Sobrepeña/ Fil-Estate Group Total Real estate Sources: PSE Databank.19.9 1. Enrile/JAKA Group Jaime Gow Guoco Group Jose Go Jardine Davies Gerardo Lanuza Alfredo C. and various company annual reports. 23. 36.7 0.6 0. Ramos Gaisano Family Group Felipe Yap Felipe F.1 1. 26.2 1.3 7.9 1. 29.4 3. 21.0 5.6 5. 38.8 Jollibee Foods Luis Lorenzo Family Group Alcantara Family Group Bienvenido Tantoco Elena Lim Andrew Gotianum Brimo Family Group Andrew Tan J. 27. mining. 31. 24. 37.0 1. 35.4 1.3 2.2 4. SEC-BusinessWorld Annual Survey of Top 1. 34.1 2.4 5. 20.9 6.8 1. and real estate Retail merchandising Ceramics and real estate Department store and real estate Cement and sugar central Real estate and securities trading Bookstore.000 Corporations (1997).7 0.8 1.6 Fast food Beverages and agro-industrial products distribution Cement and wood products Retail merchandising Electronic appliances Real estate Mining Real estate Telecommunication. 28.8 1. .
11. 9. 20. 13. 17. Sector Orientation. 6. Consunji Jollibee Foods Luis Lorenzo Family Group Alcantara Family Group Large Large Medium Medium Medium Large Large Large Medium Large Medium Medium Medium Medium Medium Medium Medium Medium Medium Small Small San Miguel Corporation MERALCO Ayala Corporation Toyota Motors Robinson Shoe Mart Philippine Airlines Phil. 16. 1997 Business Group Size Classa Flagship Company Affiliate Bankb UCPB PCIBank BPI Metrobank/Global Bank PCIBank Banco de Oro Allied Bank Bank of Commerce Asian Bank PDCP Bank Union Bank Consumer Bank (Savings Bank) RCBC Asian Bank Equitable Banking Corp. Group George Ty John Gokongwei Henry Sy Lucio Tan Ramon Cojuangco Family Group Del Rosario/Phinma Group Zuellig Group First Pacific/Metro Pacific Group Aboitiz Family Group Jose Concepcion/RFM Group Alfonso Yuchengco Andres Soriano Family Group George Go W. Long Distance Telephone Phinma Zuellig Pharmaceutical Metro Pacific William Gothong and Aboitiz Swift Foods/RFM House of Investment Anscor Equitable Card Network Inc. 3. 15. 10. 21. Alaska Milk Corporation DM Consunji. 14. 1. 18. Eduardo Cojuangco Lopez Family Group Ayala Corp. Uytengsu/General Milling Group David M. 12.11 (continuation) Total and Per Company Sales. 7. Inc. Flagship Company. 8. Jollibee Foods Corporation Pepsi Cola Products Alsons Cement . 2.Table 3. 4. and Affiliated Bank of Selected Business Groups. 19. 5.
000 Corporations (1997). 28. Cruz Jose Luis Santiago Keppel Group Robert John Sobrepeña/Fil-Estate Group Medium Medium Small Medium Medium Small Small Small Small Medium Small Medium Small Small Small Small Small Small Rustans Solid Group Filinvest Philex Mining Megaworld Properties Jaka Investment Corporation Uniwide Corporation Guoco Ceramics Ever Gotesco Republic Cement PhilRealty National Bookstore Gaisano Department Store Lepanto Consolidated Mining F. Enrile/JAKA Group Jaime Gow Guoco Group Jose Go Jardine Davies Gerardo Lanuza Alfredo C.48 billion. 27. 33.East-West Bank International Exchange Bank Ecology Bank (Savings Bank) Dao Heng Bank Orient Bank International Exchange Bank International Exchange Bank Philbanking Corp. Keppel-Monte Bank Bienvenido Tantoco Elena Lim Andrew Gotianum Brimo Family Group Andrew Tan J. Ramos Gaisano Family Group Felipe Yap Felipe F.65 billion to P4. 26. unless otherwise indicated. medium = P1. 39. 25.65 billion. . 38.. a b Size class is measured in terms of sales: Large = greater than P4. Kepphil Shipyard Inc. 29. 36. 32.48 billion. 23. PT&T Corp. small = less than P1. 22. P. Cruz & Co. 35. 34. 31. Inc. F. SEC-BusinessWorld Annual Survey of Top 1. 37. Refers to commercial banks. and various company annual reports. Sources: PSE Databank. 24. 30. Fil-Estate Development Inc.
Fujitsu Computer Products Corp. and food Food. 16. 9.12 Control Structure of the Top 50 Corporate Entities. power. Beverages. 10.6 18. food. 3. 12. beverages. agriculture. and car manufacturing Power Refined petroleum products Refined petroleum products Banking.1 60.5 15.5 77. 15. 8. Eduardo Cojuangco Lopez Family Group Ayala Corporation Group National Power Corp. 23. 11.4 19. of the Phils.2 49. 5. Philippine National Bank Mercury Drug Corp. and tobacco Telecommunications and banking Refined petroleum products Radar equipment and radio remote control apparatus Cement and construction materials Pharmaceutical and distribution Electronic data processing equipment and accessories Electronic data processing equipment and accessories Bank Drugs and pharmaceuticals goods retailing Real estate. and mining Gold and other precious metal refining . 22.0 38. banking. Texas Instruments (Phils.3 15. car manufacturing.8 84. 14. 17.Table 3. telecommunication.0 37. and personal care products Shipping.0 24.1 17. Aboitiz Family Group Jose Concepcion/RFM Group Alfonso Yuchengco Philippine Associated Smelting and Refining Corp. beverages. and telecommunications Department store and banking Airlines. First Pacific/Metro Pacific Group 21. and real estate Banking. Inc. food.2 16. bank. 7.).5 47. 2. 1997 Sales (P billion) Control Structure Major Industrial Orientation 123.5 44. and dairy products Investments. 20. mass communications.5 46. and bank Real estate. Inc. Petron Corporation Pilipinas Shell Petroleum Corporation George Ty John Gokongwei Henry Sy Lucio Tan Ramon Cojuangco Family Group Caltex (Philippines) Inc.4 48.).5 17. coconut oil.8 53. food.2 Business Group Business Group Business Group Government. and packaging Power distribution. 4.5 26.6 26. 6. 19. 13. 18.and Foreign Jointly Owned Business Group Business Group Business Group Government-Owned Publicly Listed/Foreign-Owned Foreign-owned Business Group Business Group Business Group Business Group Business Group Foreign-Owned Foreign-Owned Business Group Business Group Foreign-Owned Privately-Owned Publicly Listed/Foreign-Owned Privately-Owned Business Group Corporate Entity 1. 24.7 98. Del Rosario/PHINMA Zuellig Group Toshiba Information Equipment (Phils.8 22. construction.
41.9 6. Inc.4 8. Jollibee Foods Citibank N.5 10. corn (unmilled). . 49. 37. 40.9 14.3 8.0 11. and apparatus for line telephony and line telegraphy Tobacco products wholesaling Cigarettes Radar equipment. Corp.7 10.3 13. 47. 31. 32.000 Corporations (1997).290 53.5 8. Amusement and Gaming Corporation Mitsubishi Motors Phils. 50. 9.6 1. National Steel Corporation National Food Authority Phil.7 13.6 Foreign-Owned Foreign-Owned Foreign-Owned Business Group Foreign-Owned Business Group Privately-Owned Government-Owned Business Group Business Group Business Group Business Group Business Group La Suerte Cigar and Cigarette Factory Land Bank of the Philippines Procter and Gamble Philippines Andres Soriano Family Group George Go Hitachi Computer Products (Asia) Corp.1 9.25. Inc. Inc. 46.0 5. 43. Consunji Uniden Philippines Laguna..9 7.5 8. 44. 36.A. 33. and other grains wholesaling Other amusement and recreational activities Motor vehicles Food and dairy products Construction and mining Television and radio transmitters. Uytengsu/General Milling Group David M. 29. 26.4 10. PSE Databank.6 9. 42.000 Companies Sales (%) Cigarettes Bank Soap and detergents Management.6 12. 34. real estate. and various company annual reports. 35. and tourism Banking Radar equipment and radio remote control apparatus Operation of rolling mills Palay. W. EAC Distributors Inc. radio and remote control apparatus Fast food Bank Beverages and distribution of agro-industrial products Drugs and medicines.9 7.8 Privately-Owned Government-Owned Foreign-Owned Business Group Business Group Foreign-Owned Government-Owned Government-Owned Government-Owned Foreign-Owned Business Group Business Group Foreign-Owned 38. 30. Luis Lorenzo Family Group United Laboratories Development Bank of the Philippines Alcantara Family Group Bienvenido Tantoco Elena Lim Brimo Family Group Andrew Tan Total Share in Top 1.8 9. 27. 45.0 12.0 13. Philip Morris Philippines.8 6.7 10. 48. 39.2 7. 14. 28. including biological products Bank Cement and wood products Retail merchandising Electronic appliances Mining Real estate Sources: SEC-BusinessWorld Annual Survey of Top 1. Philips Semiconductors Phils.
approval of management contracts. appointment and compensation of senior executives. removal of directors. Shareholders limit the broad power of the board by ratifying their decisions on critical corporate affairs. 3. such as amendments of the articles of incorporation.8 The Board of Directors As the representative of shareholders in a company. Vol. voluntary dissolution. Of course. However. II publicly listed commercial banks affiliated to these groups. investments of corporate funds in other companies or purposes. issuance of corporate bonds. They are likewise liable if they pursue financial interests that conflict with their duty as directors. The Philippine Corporation Code mandates the board of directors to exercise its control over a corporation. . and declaration of cash dividends. This section reviews practices of corporate management and shareholder control in Philippine publicly listed companies. to the corporation and its shareholders for damages caused if they agree to unlawful corporate acts. The Corporation Code holds members of the board of directors liable. 8 The ADB survey of corporate governance practices was conducted in the first semester of 1999 using a questionnaire prepared by Juzhong Zhuang of the Asian Development Bank. corporate mergers or consolidations. jointly and individually. accounting and auditing. although public investors held a majority of shares. Shareholders have the right under the Code to file derivative suits against directors and officers and other third parties to redress any wrongdoing committed against the corporation for which the board refuses to sue or to remedy. issuance of stocks. A total of 44 companies responded to the survey (out of about 221 financial and nonfinancial listed companies). Actual control of the banks was still held by the groups.3. shareholder voting in general meetings and legal protection of their rights. The review is based on an ADB survey of listed companies in the Philippines conducted in 1999 for this study. determination of compensation to board members. the board of directors plays a crucial role in corporate governance.2 Corporate Management and Shareholder Control The main mechanisms by which shareholders control corporate management are the board of directors. amendments in the bylaws. and financial disclosure. business groups had only minority ownership.186 Corporate Governance and Finance in East Asia. these were dispersed shareholdings. sale or disposition of a substantial portion of corporate assets.
According to the ADB survey. More than half of respondents indicated that board directors were elected during the shareholder general meetings.9 percent). appointing senior management.6 for board chairpersons and 7.7 percent). But professional expertise is also an important criterion (28. or the Government without approval by shareholder general meetings. The average stipulated term of office of the chairperson and members of the board for most responding companies was one year. The majority of respondents indicated that board directors and chairpersons were elected mainly on the basis of either relationship with major shareholders (31. Board chairpersons in a substantial number of responding companies did not own significant amounts of shares in their personal capacities. Such a short tenure may to some extent suggest that large shareholders want to keep their board members under close control. In practice.7 percent). Making day-to-day management decisions was not regarded as an important board responsibility. But half of respondents indicated that they also had board directors directly nominated by controlling shareholders or management.5 for board members. or representatives of creditors. The ADB survey shows that the number of board directors ranged from six to nine among the responding companies. The longest was 27 years for board chairpersons and 14 years for board directors. the average number of years of holding office was 6. a fixed fee plus performance-related bonuses (30 percent). or a per diem for meetings (18 percent). or percentages of shareholdings (28. appointed by the Government. and determining remuneration for board directors and senior management. Respondents of the ADB survey ranked the following as the most important responsibilities of the board: making strategic decisions. protecting shareholder interests. This can partly be explained by the fact that many family-based large shareholders control companies through holding companies in which they have majority ownership. in a descending order. Financial compensation is another means by which shareholders can motivate boards and board members to manage companies in their interests. . with a maximum of 36 percent. board directors were the founder of a company. a typical chairperson owned 3 to 5 percent of outstanding shares of a company on average. ensuring that a company follows legal and regulatory requirements. The ADB survey results show that a chairperson is compensated either by a fixed fee (52 percent of respondents).Chapter 3: Philippines 187 actual practices of board functions and the role of shareholders may diverge somewhat from the legal framework. In a few cases.
or management (15 percent). Ninetythree percent of the respondents had one or more outside directors. negotiates the audit fees and scope of audits. Companies may set up special board committees to strengthen due diligence procedures. audit. About half of the active committees were audit committees and the other half nomination committees. only 35 percent of responding companies have set up board committees. A CEO that was not the chairperson of the board was selected on the basis of professional expertise (42 percent of respondents). Vol. In some companies. II Compensation for the chairperson was determined either by the board (54 percent of respondents). the CEO 9 The three most common board subcommittees are the compensation. relationship with controlling shareholders (35 percent). The ADB survey shows that in 41 percent of the responding companies. The compensation committee reviews and recommends remuneration plans of key officers and employee stock option plans. CEOs apparently cannot increase their shareholdings because family-based owners restrict the number of shares available to management. There was no case found in the ADB survey where a minority shareholder invoked such a provision of the Corporation Code. These committees were established only recently. . large shareholder-dominated companies often view such committees as unnecessary formalities. But the independence of these outside directors is often doubtful. Unlike in Western corporate models. The audit committee selects external auditors.188 Corporate Governance and Finance in East Asia.9 In practice. The Corporation Code prohibits the removal of any director without cause if that act would deprive minority shareholders of representation in the board. This suggests that large shareholders control CEOs by means other than shareholdings. by tenure and compensation. and nomination committees. owners brought prominent political or civic leaders into their boards with the intention of improving the visibility of the corporation rather than improving the quality of board decisions. When the CEO was not the chairperson. namely. It is also not clear whether the outside directors were elected before or after the financial crisis. Senior Executives The Corporation Code does not specify the role and responsibilities of senior executives. the chairperson of the board was also the chief executive officer (CEO). In the ADB survey. however. The nomination committee searches and reviews candidates for key management positions. and reviews the findings of external audits. or amount of shareholding (15 percent). the parent company or company bylaws (21 percent).
(ii) disposes of or mortgages a substantial portion or all of corporate properties and assets. Among others.Chapter 3: Philippines 189 was not related to the chairperson by blood or marriage in all of the cases except one. of directors representing minority shareholders. Shareholder Rights and Protection Under the Corporation Code. Third. . (ii) contracts with companies linked through interlocking directorship. the rights to demand payment for shares of those who do not agree with the board’s decisions when a company (i) amends the articles of incorporation. equal to three years’ pay. including electronic means. But about 27 percent viewed it to be ensuring steady growth of the company. The average service length of CEOs was 5. and (iii) involvement of directors in businesses that compete with the company. without cause. shareholders enjoy a number of rights and protection. Only one respondent indicated that its CEO was entitled to a substantial amount of compensation. The longest service rendered was 27 years. A substantial number of respondents also considered looking after interests of other stakeholders and the general public as among the important responsibilities of the CEO. The “golden parachute” was apparently not a common feature of CEOs’ compensation packages. Fifth. The majority of responding companies compensated their CEOs by using a fixed salary plus a performance-related bonus.e. the Corporation Code allows cumulative voting for directors. (iii) invests in another company for a purpose different from that of the corporation. Fourth. i. or (iv) enters into a merger or consolidation with another corporate entity.. Companies are not allowed to issue shares with different voting rights. An overwhelming 70 percent of respondents said a CEO who was not the chairperson of the board could make key decisions only after consulting the chairperson or the entire board. the Corporation Code requires that the following types of transactions involving potential conflict of interest between shareholders and management be reviewed and approved by the board: (i) dealings of a company with directors or officers.2 years. shareholders have preemptive rights to maintain their proportionate ownership of a company under any financing plan that may be undertaken by the company. Second. shareholders may exercise appraisal rights. to help ensure the representation of minority interests in the board. They can vote through proxy. About 60 percent of respondents of the ADB survey considered maximizing shareholder values as the CEO’s most important responsibility. first. if the CEO’s contract was preterminated. and prohibits the removal.
An effective market for corporate control may provide some protection for minority shareholders against the expropriation of their interests by the incumbent management. Consequently. Regardless of the amount of shares held. the Corporation Code allows a company to waive this in the article of incorporation upon registration or in a subsequent amendment. no one has been successfully prosecuted for insider trading. Although transactions involving potential conflict of interest need to be reviewed and approved by the board. it is doubtful whether this legal protection for shareholders will achieve what it intends to in practice. But an action by the regular court on a petition by the company’s owners/officers prevented SEC from pursuing the investigation. In the case of preemptive rights. because of the dominance of large controlling shareholders. In practice. in the Philippines. Dissenting minority shareholders did not necessarily have recourse to a third party for an objective appraisal of their shares. However. In cases of derivative suits against directors for wrongdoings or actions against insider trading. Those who did were usually offered below-market values for their shares. board members are likely to be under pressure to approve transactions that benefit controlling shareholders to the detriment of minority shareholders. there were often no real discussions of board proposals or actions. Last. Sixth. the Revised Securities Act has strict provisions designed to deter insider trading.190 Corporate Governance and Finance in East Asia. that of Interport Resources Corporation. II shareholders are allowed to inspect a company’s stock and transfer books. there are no requirements for disclosing such transactions to shareholders under the Corporation Code. Vol. Being appointees of controlling shareholders. There was only one case. During annual general meetings where minority shareholders could exercise their rights. SEC proceedings were costly and time-consuming. Few minority shareholders actually exercised their appraisal rights. The company was dissolved before indictment. In the past. a shareholder could file a derivative suit against a director to redress a wrongdoing. hostile takeovers are not common because in most companies ownership is concentrated . There was little chance that a proposal from minority shareholders could ever get approved. in cases of corporate takeovers. minority shareholders were often vulnerable to the expropriation of their interests by controlling shareholders and management. because of poor compliance and enforcement as well as some loopholes in corporate laws. where SEC made substantial progress in investigation. potential buyers are required to make a tender offer to minority shareholders at a price equal to the offer it is making to controlling shareholders.
Chapter 3: Philippines 191 in a few controlling shareholders and families. An average of about 4.2 7.7 43. The responding companies had on average 43.6 30. a company that is widely held but has a large shareholder.13 ADB Survey Results on Shareholder Rights Percentage of Respondents Shareholder Rights One Share One Vote Proxy Voting by Mail Preemptive Rights on New Share Issues Prohibition of Loans to Directors Mechanisms to Resolve Disputes with Company Independent Audit Mandatory Independent Board Committees Severe Penalty for Insider Dealings Source: ADB Survey of Philippines Publicly Listed Companies.8 56.2 69. Table 3. Yes 100.8 30. demonstrates the feasibility of developing a market for corporate control if publicly listed companies were widely held. 1999.13 summarizes rights that the shareholders of the responding companies enjoyed. and their activism in the corporate sector.0 36.0 51. Nominees held about 45 percent of the outstanding shares.4 percent of shareholders but 58 percent of outstanding shares. representing about 24 percent of outstanding shares.0 48. followed by management and banks. The brokers or securities companies were the most important proxy voters. representing 3. An average of 327 shareholders per company attended the last annual meeting and they represented about 63 percent of total shares. The ADB survey provides further evidence on shareholder rights.2 43. About 333 shareholders per company voted by proxy.6 Independence of Auditing The ADB survey revealed that all the responding companies had an independent auditor. About 93 percent of the respondents contracted .522 shareholders each. appointed either by the board or shareholders during the annual general meetings. the successful hostile takeover by First Pacific Group of PLDT.4 70.900 shareholders per company did not vote during the last annual general meeting.3 56.0 63. Nevertheless. protection. Table 3.4 No 0.8 92.
revaluation of fixed assets. independent audits do not guarantee the absence of questionable accounting practices. These different versions of GAAP. long-term leases. and consolidation policy. intra-company receivables and payables. financial reporting standards allow room for interpretation by independent auditors. Vol. intangible assets.e. a management discussion of the business. imposing penalties on violators. On average. In two celebrated cases. the international accounting standard. An auditor can choose among three alternative sets of GAAP. investments in subsidiaries. the responding companies have been associated with their present auditors for 13 years. the US GAAP). SEC requires all registered companies to periodically submit reports for the purpose of updating their respective registration statements filed at the agency. The Code grants a shareholder the right to inspect business records and minutes of board meetings. with the longest being 50 years. or the accounting standard of a specific developed country (for example. a preferred independent auditing firm either reported assets that did not exist (Victorias Milling Corp. II their annual audit to an international auditing firm. the information statement transmitted to every shareholder should contain the audited financial statements. namely. Meanwhile.. Nevertheless. independent auditors are likely to be quite familiar with the operations and financial aspects of their clients. the local standard (i. Most major international auditing firms operate in the Philippines. there are many cases of poor financial reporting by large companies. From publicly listed companies. In practice. The accounting profession in the Philippines is considered fairly developed and Manila is a known regional center for accounting expertise.192 Corporate Governance and Finance in East Asia. and an analysis of financial statements. as practiced in the Philippines). Nevertheless. a bankruptcy case) or hid a large amount of liabilities and losses (PLDT. . although closely related. a hostile takeover case). Because of such long relationships. More than 20 percent of the respondents have been dealing with their auditors for 20 years or more. foreign currency-denominated liabilities. Disclosure and Transparency The disclosures required by the Corporation Code are achieved through shareholders’ inspection of a company’s books and an “information statement” that companies should regularly issue to shareholders.. the agency also requires reports on important details about their operations and management. vary in their evaluation of some major accounts such as securities and other liquid assets.
Even for widely held public companies. “Selective public listing” is a strategy of many business groups for channeling funds from public investors to member companies. When control rights exceed cash flow rights.Chapter 3: Philippines 193 Many small. marketing. because of the highly concentrated ownership of Philippine corporations. which are closely held by large shareholders and family members. large shareholders can use their control to transfer wealth from a company in a business group where they have low cash flow rights to another where they have high cash flow rights. Holding companies enable controlling shareholders to collectively own shares of other companies in a business group and to centralize the group’s management. from a minority-controlled to a majority-owned subsidiary.and medium-sized businesses did not have quality financial statements.g. Corporate Control by Controlling Shareholders As in many other Asian countries. they also make it easier for controlling shareholders to expropriate interests of minority shareholders. sometimes did not penalize independent auditors for poorly prepared audited financial statements. namely SEC and the Philippine Institute of Certified Public Accountants (PICPA). The popularity of holding companies in the Philippine corporate sector is evident: with a market capitalization of P258. they formed the largest group of corporate entities in the Philippine stock market in 1997. Laws of many Southeast Asian countries allow the establishment of pure holding companies (with the exception of Korea up to 1999). Family-based controlling shareholders use them as vehicles for controlling business groups. They allow risk pooling and can achieve economies of scale in management. the authorities. e. Publicly available financial information was often of low quality. controlling shareholders in the Philippines usually exercise their corporate control through the setting up of business groups. as large shareholders had no need for financial statements to monitor their companies and management that were under their own control. However. which are controlled by large shareholders with public investors in a minority position. and financing.6 billion. accounting for 27 percent of the total stock market capitalization that year. and publicly listed. Pure holding companies can be privately owned.. Such expropriation is due to gaps between control rights and cash flow rights that pyramiding structures of business groups centered on holding companies create. which are usually controlled by holding companies. arguably. Controlling shareholders usually select member companies that require large .
a family-owned pure holding company. with 59 percent of shares. These investments can be classified according to the role of the controlling shareholders in the management of the invested company. is privately owned. financing. controlling shareholders of the parent company do not participate in management. This is most evident when a minority-owned company transacts with other members of the group where the controlling shareholders hold majority control.1 percent of Ayala Land. controlling shareholders of a parent company hold these shares as “strategic investments” that they could increase or reduce depending on business opportunities. Inc. Controlling shareholders gain additional leverage in management control over minority-owed companies. active minority or passive minority holdings. namely. Honda Cars (Philippines).2 percent.6 percent of Globe Telecom. Ayala Corporation is a publicly listed pure holding company. Public investors collectively hold a minority of 41 percent. . Selective public listing combined with use of pure holding companies to own and control member companies lead to various organizational structures of business groups. Some holding companies are not pure holding companies. The stylized features of control structure of business groups in the Philippines can be illustrated by using a leading Philippine family-based conglomerate. at 47. In cases of minority ownership. and customers. It is majority-owned by Mermac. and a passive minority investment at 15 percent in Honda Cars (Philippines).1). the parent company plays an active role in management.194 Corporate Governance and Finance in East Asia. They are operating companies but at the same time have majority or minority share ownership in other operating companies..and minority-controlled operating companies are also holding companies. controlling shareholders of the parent company may eventually increase their shares to a majority position. They may have a representative in the board. Vol. In an active minority-owned operating company. minority control at 42. The first three companies are publicly listed while the fourth. Ayala Corporation.4 percent of Bank of the Philippine Islands. In a passive minority-owned operating company. Depending on the performance of the company. II equity investment for public listing. Minority-owned companies may also need access to resources of the group. Ayala Land fully owns Makati Development Corporation and holds a minority stake. especially its management. an active minority share at 44. as an example (Figure 3. Ayala Corporation’s majority. of Cebu Holdings (a publicly listed government-owned company). It has a majority control at 71. Ayala Corporation then holds a sufficient number of shares to achieve various degrees of control in two types of holding companies and two types of operating companies.
Inc.1 Corporate Control Structure: The Case of Ayala Corporation Family Members 100% Mermac.44%) >50% MajorityControlled Pure Operating Company Makati Development Corporation (100%) <50% MinorityControlled Pure Operating Company Cebu Holdings.96%) Privately-Held Pure Holding Company Public Investors (41.. (15%) MinorityControlled Operating and Holding Company Bank of the Philippine Islands (42.04%) <50% Ayala Corporation >50% Publicly Listed Pure Holding Company >50% MajorityControlled Operating and Holding Company Ayala Land (71.6%) <15% Passive MinorityOwned Pure Operating Company Honda Cars Phils. Inc. Inc. (47. .Figure 3.06%) <50% >15% &<50% Active MinorityOwned Pure Operating Company Globe Telecoms (44.2%) >50% MajorityControlled Pure Operating Company BPI Family Savings Bank (100%) <50% MinorityControlled Pure Operating Company Note: Data as of 31 December 1998. (58.
3% x 5.11 The Lopez family’s control rights over MERALCO was 5.5% x 14. Generally. and Larry H.5%] / [(88.196 Corporate Governance and Finance in East Asia.7 times its cash flow rights by virtue of the double layer pyramid structure of the Ayala group. Expropriation of Minority Shareholders: Evidence from East Asia.44%] = [42. II Bank of the Philippine Islands owns 100 percent of the BPI-Family Savings Bank. Being in the public utilities sector. a privately owned company.14%] / [1. First Philippine Holdings Corporation.12 These examples show that even when large shareholder groups are minority shareholders. Rockwell Land. Who Owns and Controls East Asian Corporations? 11 Ibid. and a minority-controlled holding company. MERALCO. The situation offers large shareholders tremendous incentive to move resources 10 For details.7 times its cash flow rights by virtue of its cross-holdings via Benpres and First Holdings. 1999b. indirect shareholdings do not appear to be a prevalent practice in the Philippine corporate sector. [control right] [cash flow right] = = = = = [sum of control rights via Benpres and First Holdings] [sum of cash flow rights via Benpres and First Holdings] [1. and First Philippine Industrial Corporation are indirectly held by a majoritycontrolled holding company. Benpres Holdings. P.8%] 5.76%)] [39. defined as control by large shareholders of an operating company through minority ownership by several companies.98% x 42.10 The Ayala family’s control rights over BPI was 1.14%] / [6. see the World Bank research papers by Stijn Claessens. Lang: 1999a. The Separation of Ownership and Control in East Asian Corporations.7 times Ibid. is illustrated in the Lopez Group (Figure 3. companies in the Lopez Group are large and minority-controlled.5%] [39.64% +37.44%] / [58. The control of companies through indirect corporate shareholdings. See also Stijn Claessens. [control right] [control rights via Ayala Corporation] = [cash flow right] [cash flow rights via Ayala Corporation] = [42. Vol. however. 1998. P.3% x 1. Lang.2). Simeon Djankov. H.7 times 12 . Simeon Djankov. Diversification and Efficiency of Investment by East Asian Corporations. Fan. and Larry H. The Lopez Family owns a significant portion of shares of these companies if these indirect shareholdings are summed up and attributed to the beneficial owners. they exercise far greater control (two to five times more) than they are entitled to by virtue of their ownership rights.64%) + (37. Joseph P. and 1999c.44%] / [25%] = 1.
.7% 62.2 Corporate Control Structure: The Case of Lopez Group Public Investors Family Members Lopez.5% Minority-Controlled Publicly Listed Pure Holding Company First Philippine Holdings Corporation Benpres Holding Corporation Majority-Controlled Publicly Listed Pure Holding Company Manila Electric Company 1. Inc.Figure 3.5% Operating Company MajorityControlled Operating Company Rockwell Land Corporation 24.3% 11.5% First Philippine Industrial Corporation 50% 50% Note: Data as of 31 December 1998.76% Operating Company MinorityControlled 24. Privately-Held Pure Holding Company 88.64% MinorityControlled 14.
Vol. Most respondents (81 percent) indicated that they had renegotiated with their creditors on loan repayment when they faced liquidity problems. while 80 percent reported that creditors with which they had renegotiated loans were still willing to lend to them. Suspension of Payments of Debts Under PD 902-A. II from their subsidiaries to their majority-owned publicly listed holding company or elsewhere up the pyramid. The average company. whether for working capital or capital expenditure. Most responding companies had dealt with their commercial bank creditors for more than five years and nonbank creditors for only about two years. and (ii) how the legal framework protects creditor interests and rights. The controlling shareholders could also use the resources of minority-owned subsidiaries to engage in overexpansion and empire building investments. it was not common for creditors to take legal action against debtors or foreclose on those assets held as collateral in cases of default. 3. The survey results also revealed that creditors did not intervene in the management of borrowing companies and wanted to maintain business relationships with corporate borrowers even when they were in trouble. Sixty-one percent of respondents indicated that creditors usually asked for collateral for all types of loans.198 Corporate Governance and Finance in East Asia. a publicly listed company dealt with an average of eight banks and six nonbank financial institutions.3. accessed nonbank creditors for specific purposes but dealt with commercial banks on a long-term basis. Control by Creditors According to the ADB survey. However. the data suggest. Only a minority of respondents (18 percent) indicated that they had faced adverse creditor actions such as a collection lawsuit or foreclosure of collateral. Some 85 percent of respondents believed that creditors had no influence or only weak influence on corporate management.3 The Role of Creditors in Corporate Control This study examines the role of creditors in corporate control by looking at (i) how corporate borrowers perceive the control power of their creditors. SEC could suspend the rights of a creditor to demand payment from a borrower in accordance with the terms of the loan .
Consequently.Chapter 3: Philippines 199 agreement. Markets for equity and debt instruments are small and there are serious structural problems that discourage large. The borrower will propose a rehabilitation plan to SEC. PD 902-A granted SEC blanket powers to intervene and adjudicate claims. the litigation process. under which. For example. wait for 14 years from the time the company petitioned for suspension of payments in 1984. This explains why creditors invariably oppose any move by borrowers to file for suspension of payments at SEC. The first mode is for simple suspension of payments. could take an indefinite period. it is not clear whether the corporate borrower’s assets are of sufficient value to cover its liabilities.1 Corporate Financing The Financial Market and Instruments The Philippine financial market has remained underdeveloped compared with other countries in the region. The corporation continued to be under rehabilitation receivership as of June 1999. Commercial banks hold about three fourths of the resources of the financial system. which determines the viability of the rehabilitation plan and appoints a Mancom or a rehabilitation receiver to implement the proposal if approved. the borrower requests to defer payments for a certain period to enable it to generate the necessary liquidity..4.4 3. SEC could intervene to avoid asset dissipation. profitable companies from going public. bank credit is the main source of corporate financing. a real estate-based business group. including the rehabilitation of the corporation. The law on suspension of payments envisions resetting the corporation’s business for a temporary period to prevent its irreversible collapse. 3. SEC and the court required that the creditors of BF Homes. An impending conflict between the two parties could result in dissipation of assets of the company due to creditors’ action to liquidate the company’s assets they hold as collateral. The second mode is for suspension of payments with the appointment of a management committee (Mancom) or rehabilitation receiver. There are no legal or practical limits to the time period of suspension of payments. Under such circumstances. Inc. a company’s assets are of sufficient value to cover all of its debts. In practice. Publicly listed companies do not represent a cross section of the Philippine corporate . There are two modes of suspension of payments under PD 902A. Under this mode.
From the 1970s up to the early 1990s.14 shows that the average volume of daily trading in 1997 stood at P2. Most companies invested only in projects that met hurdle rates as high as 20 to 30 percent and had short payback periods. companies expanded only at a moderate pace. Interest rates. However. The Philippine stock market is not a liquid market. The corporate sector raised a substantial amount of . about the size of Thailand’s. preferred stocks. is far ahead of the flock. this is because. Rising stock prices during the Ramos administration reflected to some extent the business optimism. The ratio of market capitalization to GDP over the last 15 years put the development of the Philippine stock market at par with other developing markets in the region (e. Vol. and fiscal management were among interrelated factors explaining the underdeveloped state of the Philippine financial market. the Republic of Korea (henceforth. The market capitalization of the Philippine stock market in August 1997. less exposed to foreign debt. especially short-term debt. was one of the smallest in the region at $47. The crisis affected the Philippine corporate sector. In part.4 billion (or $59 million using the average exchange rate).5 billion). only 84 had sales large enough to be placed in the top 1. Malaysia. Korea and Thailand). Equity instruments include common stocks. inflation. Even in the real estate sector.000 companies. Foreign portfolio investments also remained small. however. the minimum required to qualify as a public corporation. Foreign funds were wary of the Philippine stock market because of its limited liquidity.g. but not to the same extent as it did in other Asian economies. and convertible securities. Korea) ($143 billion). compared with other economies. and Indonesia ($61. II sector. and less engaged in risky investments. The Government financed its chronic fiscal deficits by issuing short-term Treasury bills. while interest rates were at high levels and volatile. Table 3. Of the 221 companies listed in the Philippine Stock Exchange in 1997.. the country experienced double-digit inflation.200 Corporate Governance and Finance in East Asia. most listed companies are controlled by their five largest shareholders. The stock market was depressed up to the early 1990s. the collapse of the stock market during the Asian financial crisis suggested that the earlier stock price surge in part reflected the “bubbles” common to other stock markets in the region. Philippine companies were less leveraged. compared with Malaysia ($186 billion).7 billion. The period 1993-1997 was one of lower inflation and declining lending rates. Most publicly listed companies issue only up to 20 percent of total shares to the public. Equity financing through IPOs was active. As a result. They invested in only a few large companies whose shares were relatively liquid.
3 0.171.077.1 0.2 57.373.0 0.7 391.5 16.5 571.2 0.3 158. .1 5.8 0.14 Philippine Stock Market Performance.445.2 297.2 0.8 1.9 12.5 1.2 3.7 2.8 799.7 41.7 1.8 1.3 0.1 0.3 — = not available.8 102.251. P billion) 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 19.0 2.1 88.0 0.3 Market Capitalization (year end. Source: PSE databank.5 12.5 72.906.6 1.3 4.1 524.0 0.7 0.3 314.351.9 114. 1983-1997 Daily Trading Volume (P million) — — — — 129.9 1.6 1.4 9.8 1.121.9 2.2 61.545.0 161. Note: Combined transactions of Makati and Manila Stock Exchanges are not available for the years 1983 to 1986.4 728.9 608.9 682.Table 3.2 ($ million) — — — — 6.5 1.4 1.1 0.386.1 0.3 59.2 925.686.7 207.2 1.248.692.0 1.5 26.3 2.5 Year 369.9 2.515.2 1.421.088. P billion) Gross Domestic Product (current prices.474.6 261.2 59.4 Ratio of Market Capitalization to GDP 0.
by virtue of their large stakes in the financial system. moreover. Because existing shareholders wanted to retain their proportionate control over their companies. 3. include bank credits. Under SEC regulations. Debt instruments include negotiated credits and debt securities. and inventory financing.4. by volatile interest rates and the absence of a secondary market. which were the principal source of corporate financing in the Philippines. Few companies offer preferred stocks because the Philippine tax system does not allow tax deductibility of dividends on preferred stocks. issuing companies had to undergo a process of review and credit rating by the Credit Information Bureau Inc. From 1988 to 1997. The largest buyers have been commercial banks. asset-backed credits. sells these commercial papers through brokers.. tight regulations. The picture of the financial system that emerges is thus one of limited capital markets. The corporate bond market was stunted. Only the commercial banks. This is because only companies with strong capitalization and predictable cash flows such as public utility companies can issue bonds. Only a few large companies floated commercial papers because of the limited market.2 Patterns of Corporate Financing The study looked at retained earnings.6 billion. Capital markets cannot provide the market discipline that corporate investors need. the rights issue was a popular way of raising equity capital. a strong regulatory system for bank supervision is imperative. are in a position to provide such discipline. Negotiated credits. new equity. lack of competition among financial institutions. However. II equity capital through IPOs during the stock market boom from 1993 to the first half of 1997. which in most cases is an affiliate of the issuing company. leases. Debt securities include commercial papers and corporate bonds. which ultimately influences the pricing of commercial paper issues. because business groups often own large commercial banks. corporate bond issuing was even more limited. and high transaction costs. which buy commercial papers either for their own account or for their clients.202 Corporate Governance and Finance in East Asia. The measures used in the analysis are: . The underwriter. about 127 companies went public with a total value of offerings of about P134. Vol. and the dominance of large commercial banks. Corporate bonds are another type of debt securities. discounting of receivables. However. and debt as sources of corporate financing by using flow of funds analysis. of which 85 percent was raised from 1993 to the first half of 1997.
6 0.2 0.6 0. By definition. the average SFRF was high at 109 percent. As shown in Table 3.4 0.5 0.1 0.Chapter 3: Philippines 203 (i) (ii) (iii) (iv) (v) Self-financing ratio of fixed assets (SFRF): ratio of changes in retained earnings to changes in fixed assets.5 0. Incremental equity financing ratio (IEFR): ratio of changes in shareholders’ equity inclusive of retained earnings to changes in total assets.3 0. All Companies Financial flows data were derived from the SEC-BusinessWorld Annual Survey of Top 1.7 0. it is one minus IDFR.3 0. during this period.2 0.5 0. On the other hand.4 0. the SFRT was low at Table 3. Incremental debt financing ratio (IDFR): ratio of changes in total liabilities to changes in total assets. Retained earnings were sufficient to finance the entire growth of fixed assets in the corporate sector.3 0.5 0.9 0.4 0.15. It measures a company’s capacity to finance asset growth by internally generated funds.1 Average 1.9 0. It measures a company’s capacity to finance asset growth by equity capital.000 Corporations in the Philippines from 1988 to 1997. .3 0.2 0.5 2.4 0. Self-financing ratio of total assets (SFRT): ratio of changes in retained earnings to changes in total assets.1 0.0 0.2 0.4 1. 1988-1997.5 0. New equity financing ratio (NEFR): ratio of changes in stockholders’ equity (excluding retained earnings) to changes in total assets. 1989-1997 Financing Indicators SFRF SFRT NEFR IDFR IEFR 1989 1990 1991 1992 1993 1994 1995 1996 1997 1.15 Financing Patterns of the Corporate Sector.3 0.3 0.5 Source: SEC-BusinessWorld Annual Survey of Top 1.1 0.4 0.0 0.5 0.5 0. It measures a company’s capacity to finance growth in fixed assets by internally generated funds.5 0.1 0.9 0. It measures a company’s reliance on borrowings in financing asset growth.4 0.3 0.8 0.6 0.5 0.1 0.9 0.000 Corporations in the Philippines.4 0.2 0.8 0.8 0.
0) 0. privately. and 1997. 1989-1997 Financing Indicators SFRF SFRTa NEFR IDFRa IEFRa a Publicly Listed 1.6 0. The corporate sector consistently relied on debt and new equity to finance asset growth throughout the period. . debts were the most important source of financing. for all three types of companies—publicly listed. suggesting that there was a deterioration of financial performance in the Philippine corporate sector in the years running up to the crisis. except for foreignowned companies that had a negative new equity financing ratio. retained earnings declined and few new equity investments flowed into the corporate sector.1 a Excludes negative balances.8 0.2 0.2 (0. reflecting the capital flight caused by political instability in the early 1990s. Corporate Financing by Ownership Type As shown in Table 3. It can also be observed that the relative importance of stockholders’ equity (including retained earnings and new equity investment) was declining and that of debts increasing in financing the growth of the corporate sector from 1991 to 1997. The corporate sector used new equity to finance 32 percent and new debts to finance 49 percent of growth in total assets.7 0. There were significant year-to-year variations. Total assets grew by 23 percent that year.3 0. II only 19 percent.3 0.3 0.16 Corporate Financing Patterns by Ownership Type. the SFRF was higher. In all the years.000 Corporations in the Philippines.5 0. with debt providing 93 percent of the financing requirements. implying that internal funds were far from sufficient to finance growth in total assets.5 Foreign-Owned 1. Vol. when it financed 45 percent of it. Source: SEC-BusinessWorld Annual Survey of Top 1. Companies financed fixed assets from internal sources in hard times. In periods of an economic crunch such as in 1989.16.3 0. In 1997. This was mainly caused by the declining contribution from retained earnings. Retained earnings were the least important.9 0.and foreign-owned. 1991. the level of corporate leverage increased. On Table 3. 1988-1997.5 Privately-Owned 0. internal funds were not a significant source of financing growth in total assets.204 Corporate Governance and Finance in East Asia. except in 1991. As a result.
0 1993 14.8 38. 1992-1996 (percent) 1992 Assets Cash and Temporary Investment Accounts Receivable Inventory Other Current Assets Total Current Assets Investment Fixed Assets Other Assets Total Assets Liabilities and Equity Accounts Payable Short-Term Loans Other Current Liabilities Total Current Liabilities Long-Term Debt Other Long-Term Debt Other Long-Term Liabilities Total Liabilities Stockholders’ Equity Total Liabilities and Stockholders’ Equity 14.9 16.8 16.7 7.4 100.7 100. especially bank loans.2 42. Foreign-owned companies relied more heavily on debt financing.4 100.0 1994 19.7 13.0 1995 1996 13.3 12.0 53.8 0.0 9.6 0.7 13.0 38.2 12. A breakdown of the financial structure of publicly listed companies measured in balance sheet items is shown in Table 3.0 9.2 100.000 Corporations in the Philippines.8 0.8 4.0 12.9 4.0 100.8 3.4 43.3 12.2 51.7 4.4 100. The sector built up its short-term debts. contributing 90 percent of growth in total assets.4 2.8 39.3 10. compared with 47 percent for publicly listed companies and 55 percent for privately-held firms.8 26.8 3. 1988-1997.5 9.2 3.17 Composition of Assets and Financing of the Publicly Listed Sector.4 41.0 10.3 11.6 48.8 51. publicly listed companies relied more on new equity financing than privately.17. significantly Table 3.Chapter 3: Philippines 205 average.4 3.0 6.0 9.5 41.5 12.5 27.9 0.2 3.9 3.1 10.6 37.1 50.8 17.7 23. .1 9.0 9.6 26.0 8.9 12.7 2.9 16.3 10.1 13. It presents a composition analysis of assets and financing sources for the period 1992-1996.9 24.6 43.8 100.9 16.4 100.0 13.0 10.5 0.3 51.3 12. This financing pattern supports the earlier finding that foreign-owned companies had the highest leverage among the three types of companies.1 15.2 100.9 100.and foreign-owned companies.1 7.3 4.6 48.8 46.1 49.3 48.4 10.7 2.5 16.9 38.3 13.4 2.4 12.0 Source: SEC-BusinessWorld Annual Survey of Top 1.
Further. Group companies financed an average of 45 percent of growth in total assets by debt.000 Corporations in the Philippines. compared with an average of 54 percent for independent companies. 1989-1997 Financing Indicators SFRFa SFRTa NEFR IDFRa IEFRa a Group Member 1. group companies were less reliant on debt financing than 13 Defined as total current assets divided by total current liabilities. Corporate Financing by Control Structure Conglomerates have certain advantages in financing because of the opportunities offered by the internal capital markets. the easier access to external credit. for independent companies. As shown in Table 3. For these two reasons. as opposed to 94 and 30 percent.13 was at 1. The SFRF for independent companies would have been even lower if the highly profitable foreign-owned companies were excluded.3 0. II in 1996 and became more vulnerable to the financial crisis in 1997. Group companies were generally more profitable than independent companies. 1988-1997. Vol.1 0.18.2 0.45 in 1996.3 0.206 Corporate Governance and Finance in East Asia.5 Excludes negative balances Source: SEC-BusinessWorld Annual Survey of Top 1. group companies usually financed their investment in member companies by equity rather than debt. their inherent ability to pool risks.18 Financing Patterns by Control Structure. On average.5 0. indicating that many publicly listed companies were likely to be in a tight liquidity position. .6 Independent Company 0.3 0. The normal standard liquid position is a current ratio of 2 or higher. retained earnings financed 113 percent of growth in fixed assets and 23 percent of growth in total assets from 1989 to 1997 for business groups.9 0. the current ratio. the average SFRF of business groups was higher compared with that of independent companies. Table 3. respectively. The traditional measure of liquidity.5 0. and economies of scale in fund raising.
1 0.88 for large companies (Table 3.3 0.76 for small companies and 0. On average.3 0.50 (Table 3.Chapter 3: Philippines 207 independent companies.2 0. The medium-sized companies’ high debt financing ratio was due mainly to three years of complete reliance on debt to finance growth.000 Corporations in the Philippines. These years were 1991 with 110 percent. Excluding . 1993 with 96 percent.6 0.5 Excludes negative balances. Corporate Financing by Firm Size SFRF was highest for medium-sized companies. Table 3.2 0.8 0.47.08 and SFRT of 0. Corporate Financing by Industry The manufacturing sector had an average SFRF of 1. medium-sized companies used more debts. 1988-1997.20). The lower SFRF for large companies may be caused by their larger outlays for growth in fixed assets. The corresponding ratio was 0. Source: SEC-BusinessWorld Annual Survey of Top 1. There was also increased reliance on debt financing. equity financed 42 percent of incremental asset growth.9 0.19). compared with 55 percent for large companies and 47 percent for small ones.5 Medium 3.55 was substantially higher than the small companies’ 0.5 0.4 Small 0. with an average of 3. and 1997 with 131 percent.3 0.2 0. Large companies’ IDFR of 0. These results support the earlier finding that the leverage of business groups was lower than that of the independent companies from 1988 to 1997. With assets growing at a fast pace during this period.19 Financing Patterns by Firm Size.06. Large firms consistently increased their reliance on debts from 1994 to 1997. averaging 61 percent of growth in total assets. 1989-1997 Financing Indicators SFRFa SFRTa NEFR IDFRa IEFRa a Large 0.6 0.
5 0. Total liabilities increased partly as a result of the local currency devaluation and financed all of asset growth for the year. the total debt ratio was much higher in 1996 at 0.3 0.6 a Excludes negative balances. The construction sector was a heavy user of debt financing. Since the real estate boom coincided with that of the stock market. increasing to 0.5 (0.3 0. SFRF for the sector averaged 0. While this level is considered prudent. Incremental equity financing amounted to an average of 44 percent of total asset growth.6 0. Excluding 1997 when fixed assets declined. while SFRT averaged only 0. The utilities sector showed weaknesses in internal fund generation in 1989-1994. achieving an average SFRF of 3.47 two years later.58 and SFRT of 0.4 0.5 0.3 0. II 1991. Its SFRF and SFRT were volatile because of chronic losses and reduction in fixed and total assets. . The sector had the highest leverage among all industries that year.5 Utilities and Real Estate Services and Property 0. ranging from 41 to 118 percent. In the eight years preceding the crisis. During the crisis year. Equity financed the rapid expansion in the industry’s assets in the period 1994 to 1997.7 0.32. 1989-1997 Financing Indicators Manufacturing SFRFa SFRTa NEFR IDFRa IEFRa 1. Low incomes diminished the equity financing position of the manufacturing industry toward the crisis year.20 Financing Patterns by Industry.79 and in 1997 at 0.4 0. The real estate industry financed its growth by substantial equity funds.4 0. Source: SEC-BusinessWorld Annual Survey of Top 1.000 Corporations in the Philippines.4 Construction 0. the manufacturing industry financed 57 percent of its total asset growth by debt. Table 3.2) 0.91. many of the leading real estate companies successfully went public during that time. with an SFRF as low as 0.3 0. when debts declined. debt financed about 78 percent of asset growth in real estate.208 Corporate Governance and Finance in East Asia.6 0. Vol.27.1 0.4 3. Up to 1997. Equity financed an average of 62 percent of total asset growth. 1988-1997.6 0. the incremental equity ratios of the industry were high.04. the industry generated internal funds. The situation improved beginning 1994. The effects of the crisis of 1997 were adverse.29.
was regressed against measures of profitability and of financial leverage.3 Ownership Concentration. Three regressions were run with the shareholding of the largest five shareholders as an independent variable and ROA. creditors bear the consequences. and leverage. Financial Leverage.287 0.009 5. Exit.00125 2.14 Large shareholders may borrow excessively to undertake risky projects.00056 1. as the dependent variable.21 Ownership Concentration.21. the coefficient of the ownership concentration measure in all the three regressions is positive and statistically significant. 1992-1996.004 3. and Performance Previous studies on corporate governance have often associated ownership concentration with heightened risk-taking by companies. Using the PSE database. alternatively.00036 2. Source: Author’s estimates based on the PSE databank. Table 3. ROA. Journal of Finance 48: 831-880.130 ROA 0. ROE. The Modern Industrial Revolution. measured by the percentage of shareholdings of the largest five shareholders. and Financial Leverage Dependent Variable Item Coefficient of Ownership Concentration T-statistics Adjusted R-squared F-statistics ROE 0. while if it fails. ROE = return on equity.008 5. more profitable. Profitability. the degree of ownership concentration. .421 0. ownership concentration = the total shareholdings of the top five shareholders. at the same time. ROA = return on assets.769 0. knowing that if an investment turns out to be successful they could capture most of the gain. 14 See for example Michael Jensen (1993).Chapter 3: Philippines 209 3. These results suggest that companies with higher ownership concentration tend to be more highly leveraged and.4. As shown in Table 3.860 Leverage = the ratio of total assets to total equity.230 Leverage 0. Large shareholders may also overuse financial leverage to avoid diluting ownership and control. and the Failure of Internal Control Systems. ROE. and financial leverage are all positively and significantly related to the degree of ownership concentration.
the country’s GDP growth pace indicated that it did not have a “bubble economy. Commercial and industrial activities in the country were largely oriented to domestic markets. Net trades in goods and services averaged a deficit of 4. After a . their growth gathering momentum only beginning in 1992. but its share had been declining by 4 percent per year since 1995. and agriculture at 21 percent. Compared to other East Asian crisis-affected countries. The largest contributors to GDP were services at 43 percent. with commodities accounting for the balance. Historically.5 3. foreign investments in the country have been low. Because of limited local capital.5. Vol. Manufactures accounted for about 85 percent of exports. II 3. the growth in foreign investments fueled that of the manufacturing and services sectors in the years preceding the crisis.5 percent per year from 1992 to 1997. Garments was the second largest export sector at about 9 percent. and intermediate goods.210 Corporate Governance and Finance in East Asia. notably remittances of overseas workers.” that is. industry at 34 percent. In sum. an overexpansion of capacities. which averaged 4. with a narrow exporting industry base.5 billion in 1996 and grew at an average of 48 percent per annum from 1992 to 1996. The costs of an economic correction brought about by the regional financial crisis were thought probably to be low due to the sound structure of the real economy and the strong position of the financial sector. Net investment inflows were $3. The country experienced balance of payments surpluses but these were due to transfers.” The Government’s judgment that economic fundamentals were strong was based on stable growth rates. About 80 percent of imports were capital goods (particularly power generating and telecommunications equipment). more than half (52 percent) of exports were semiconductors. Although much lower than those of other Asian countries. raw materials. Exports were growing at about 20 percent per year in the three years preceding the crisis. The export sector had a very narrow breadth. the country was less dependent on foreign private capital. The structure of the economy may be understood by looking at its sectoral composition and export competitiveness. In 1997. the economy still showed vestiges of its import-dependent and substituting character.1 The Corporate Sector in the Financial Crisis The Financial Crisis: Causes and Manifestations A devaluation of the local currency signaled the arrival of the financial crisis in 1997. The Government explained that the country had “sound economic fundamentals” but that the problems were caused by “contagion.8 percent of GDP from 1995 to 1997.
. Economic performance during 1992-1997 was characterized by an average growth rate of real gross national product (GNP) at 3.Chapter 3: Philippines 211 long period of debt moratorium and restructuring that started in 1983 and ended in 1991. the discipline of the loan moratorium and the restructuring of the country’s loans to long-term maturity kept this ratio below 100 percent up to September 1997.5 percent. however.8 percent. fueled also by successful IPOs during the stock market boom of 1993-1996. while sales grew by only 20 percent per year. an average inflation rate of 7. the ratio of short-term debts to international reserves dipped below 100 percent beginning June 1998. The lessons from debt restructuring became the basis for the Government’s economic policies. The adverse impact of the crisis in most Asian countries was proportional to the amount of short-term foreign debts relative to net international reserves. During this time. average ROE was 13. Eventually. a government fiscal surplus from 1994 to 1997. The corporate sector was in a relatively stable financial condition around the time of the crisis. which. Total debts were only 52 percent of assets or 108 percent of equity. in turn. Financial institutions called on their shortterm loans and shortened the maturity of existing loans. Five years of stable growth before the crisis enabled the country to build its net international reserves to $10. After hovering in the range of 100 to 127 percent. the Government restructured its debts into longer tenors with a maximum of 25 years. In the Philippines.6 billion as of March 1997. depended on the quality of the corporate sector’s investments. resulting in stability in the short-term debt to reserves ratio. The Central Bank conserved international reserves by allowing the local currency to float within a wider trading margin. Profitable operations since 1992 had allowed it to build equity. shows that investments of the corporate sector were growing at a faster rate than sales revenues in the years immediately preceding the crisis. From 1993 to 1997. Prudent fiscal management and controls on foreign borrowings were part of the adjustments required by IMF and foreign creditors. Closer analysis. assets grew at a compound annual rate of about 31 percent. an average Treasury bill rate of 13. and a relatively healthy banking system. unlike their counterparts in the region.3 percent. From 1988 to 1996. Since the regional financial crisis was triggered by the loss of confidence in some East Asian economies by foreign creditors and investors. the Government sought stability and achieved this in 19921997. a positive balance of payments from 1992 to 1996. the country and the corporate sector had no access to foreign currency debts from the international financial market. adjustments were focused on the quantity and quality of the banking system’s corporate loans.1 percent.
precisely. It financed 26 percent of corporate capital growth. Net foreign investments more than doubled from 1995 to 1996 but declined by 78 percent in 1997 (Table 3. In sum.5 billion in 1995.485 145. The debt level of the Philippine corporate sector in 1997 was low by Asian standards but still high by developed country standards. It is understandable then that the effect of the Asian financial crisis on the Philippines was correspondingly that of a negative “contagion. 1998 = 41. But portfolio investment amounting to $406 million flew out of the Philippines. Sources: Bangko Sentral ng Pilipinas and SEC. the other immediate impact of the crisis was that on foreign investment flows.517 1. Most of this leverage happened during the boom years in the region. In 1997.303 23.101 92.” 3. 1997 = 29.5.0 1998 739 555 328 69.212 Corporate Governance and Finance in East Asia. 1995-1998 Item Net Foreign Investments ($ million) Foreign Direct Investment (FDI) Foreign Portfolio Investment Net Capital Increase by Corporations (P million) Net FDI as a Percentage of Corporate Net Capital Increase (%) 1995 1. mitigated the effects of the pullout and liquidation of investments in the aftermath.22 Foreign Investment Flows.074 2.22).06. It rose to $2. These patterns in investment and financing are similar to those of other countries in the region. growing by about 34 percent per year from 1994 to 1997.2 Impact of the Crisis on the Corporate Sector Aside from the foreign exchange adjustment. Net foreign portfolio investment amounted to $1. Data for 1998 cover only January-August.101 billion or 196 percent of net FDI in 1996.749 26.650 32. or 114 percent of net foreign direct investment (FDI). Debts financed a large part of this expansion.609 1. but to a lesser degree. . the country’s economic and corporate sector growth in 1994 to 1997 appeared to have been part of a positive “contagion” effect of optimism by investors and creditors about the region.300 1.4 1997 762 1. Foreign investments in the Philippines have not been as high as the inflows to other Asian countries—and this. net FDI remained stable at more than $1 billion.073 (406) 121. Table 3. II The corporate sector indeed overexpanded after 1993 like its counterparts in the region.47. Vol.22.7 Note: Peso-dollar exchange rates used are: 1995 = 25.71. 1996 = 26.718 30.0 1996 3.
The real problem of the corporate sector during the crisis was the rise in interest rates. Bank loan pricing was based on the bellwether 91-day Treasury bill rates rather than inflation.2 percent was barely above inflation rate. By October 1998. Although corporate borrowers were not highly leveraged.2 to 28. A number of small banks closed but they represented less than 1 percent of the financial system’s total resources. ranged from 11 to 13 percent from 1993 to July 1997. Manufacturing reduced its loans outstanding by 11 percent from October 1997 levels. in varying degrees for each sector. suggesting that commercial banks required a higher premium at about the height of the crisis but not beyond. in turn. When the Treasury bill rates eased in March 1998.513 billion.369 billion. The banking system was able to absorb the impact of the crisis primarily because of its strong capital position. The combined effects of shrinking demand and high interest rates reduced the corporate sector’s demand for loans. then rose to a high of 22. Bank spreads over Treasury bill rates increased in 1997 but were within the range experienced in the past.2 percent in November 1997. the commercial banking sector’s capital remained strong at 17. lending rates also came down. the corporate sector became vulnerable to loan calls and high interest rates. they could not initiate a large reduction of their loans because these in part financed long-term growth in assets. which held about 75 percent of the assets of the financial system in 1997. The resources of the financial system that year totaled P3. depended on the liquidity and capital position of commercial banks. and leverage increased to 149 percent compared with 109 percent in 1996. Loan calls. albeit at current market interest rates. Because of weak internal fund generation. ROE at 6.Chapter 3: Philippines 213 Corporate financial performances and conditions deteriorated during 1997. Lending rates were well above the 20 percent level from July 1997 to March 1998. the sectors with the highest outstanding loans had reduced their credit exposures. with commercial banks holding P2. new borrowings financed asset growth.7 percent in January 1998. Companies deferred investments in new fixed assets. sparking a rise in interest rates on corporate loans.3 percent of assets. By March 1988. Net profit margins were at a 10-year low at 4. meanwhile. With the increase in borrowings and reduced liquidity. The interest rates on Treasury bills. Average bank lending rates climbed to their peak of 25. Loans outstanding of commercial banks declined by the first quarter of 1998.9 percent. Because commercial banks were strongly capitalized. and the wholesale and . they were willing to restructure and renegotiate existing loans by corporate borrowers.
single-digit NPL ratios began only since 1989.3 Responses to the Crisis Government Responses The Government’s policy and regulatory responses to the crisis focused on monetary and credit issues.9 percent of bank loan portfolios. But the Philippine banking system had gone through worse crises in the past. These peaked at 14. In March 1997. including (i) a regulatory limit of 20 percent on banks’ loans to the . set limits on overbought/oversold foreign exchange positions of banks. through the Bankers’ Association of the Philippines.6 percent in June 1998. The Central Bank also moved to control inflation and bring down domestic interest rates by reducing the statutory reserve requirement by 3 percentage points and raising the liquidity reserve ratio by the same amount. the fiscal position. and the financial system. The move retained the liquidity position of banks but lowered their cost of reserves. 3. Still.214 Corporate Governance and Finance in East Asia. the aggregate effect of the crisis on NPLs was of a magnitude comparable only to the country’s last major banking crisis in 1984-1986. to reduce their lending spreads over the 91-day Treasury bill rates from 3-8 percent to 1. The Central Bank adopted other measures to strengthen the financial system. This “voluntary agreement” partly explains why the loan spreads of banks were within the range of recent experience. These figures show that adjustment problems were industry-specific and that the real estate industry.5 percent by September 1998. Vol. The pattern indicates that real estate loans were of substandard quality but banks had contained the problem by mid-1998. and subsequently went down to 13. and its experience of low. was a problem sector. The latter measure was especially beneficial to companies with unhedged foreign currency loans from commercial banks. However. as with its counterparts in other Asian countries. real estate loans averaged 11. and set up a hedging facility for borrowers with foreign currency-denominated loans.5. II retail trade sector. loans outstanding of the real estate sector increased by 11 percent from June 1997 to June 1998. thereby reducing overall intermediation costs. This allowed the Central Bank to convince the banks. The Central Bank introduced regulations on foreign exchange trading to control speculation and nondeliverable forward contracts. by 12 percent. the ratio increased to a high of 11. As for nonperforming loans (NPLs).3 percent in December 1997.5-6 percent.
the Asian crisis opened a unique opportunity for foreign investors. came up with a rehabilitation plan by May 1999 that was found acceptable to all parties. (ii) shortening the period for classifying unpaid loans as past due from three months to one month. (iii) fixing loan loss provisions of 2 percent of the gross amount of loan portfolio on top of individually rated bad loan accounts. The real estate portfolio of commercial banks also declined and was well below the Central Bank’s regulatory ceiling by March 1998. With its weakened financial position. First Pacific Corporation. In the case of PLDT. took more action. Takeovers in the past involved cooperative negotiations between purchasers of a target company and family-based large shareholders. the largest telecommunications setup in the Philippines.Chapter 3: Philippines 215 real estate sector. Large companies with heavy loan exposures such as Philippine Airlines Inc. Responses of the Corporate Sector The corporate sector’s financial position. (iv) increasing banks’ capital requirement by 20 percent for universal banks (banks with expanded licenses) and 40 percent for ordinary commercial banks. the Government kept inflation below 10 percent. its accessibility to foreign capital. changing technologies.6 percent growth in 1999. (v) improving disclosure requirements on the financial position of banks. The acquiring company. and the legal framework for reorganization and liquidation conditioned its response to the crisis. and giving up noncore businesses. the country’s flag carrier. Average Treasury bill rates have cooled since mid-1998. Financially strong companies were able to survive the crisis by effecting such internal restructuring. In response to calls for lower bank intermediation costs. The economy avoided a recession in 1998 and achieved 3. the corporate sector dealt with the crisis as any company facing a recession and drying up of credit would—companies cut costs by reducing staff. bank loan rates have also come down. which was privatized with the Lucio Tan group gaining control and the Government retaining minority ownership. consolidating business units. With prudent monetary management. The policy directions and actions taken by the Government appear to have ushered in recovery. PAL. was known to have a policy . Publicly listed Philippine companies could also be restructured through takeovers by local and foreign investors. subcontracting and outsourcing. (PAL). and (vi) issuing guidelines on duties and responsibilities of banks’ boards of directors for improved quality of bank management. A 40 percent devaluation of the Philippine peso lowered the purchase price of PLDT to foreign investors.
It may even solve agency problems that a separation of control and ownership could precipitate because large shareholders have an incentive to closely oversee management. at a premium over the market price to reflect the value of management control. the Cojuangcos. When Cojuangco took over. Its stock price and returns to shareholders had stagnated. he restructured the company toward its core brewery business and sold off local and foreign subsidiaries. A second method was to purchase the shares of other large minority shareholders. The question. using some or all of these means. PLDT’s large minority shareholders such as the SSS and First Philippine Fund publicly announced their willingness to offer their entire holdings in a block sale at a premium. 3. eventually took over PLDT and announced a restructuring plan for the entire group of companies. II of investing to control companies that are dominant players in their industries. controlling shareholders can capture these profits by excluding public investors from ownership. is whether there are sufficient safeguards to prevent controlling shareholders from .6 3. however. SMC is another widely-held company managed by a minority shareholder. Consequently. Ownership is highly concentrated and a few dominant players control major industries. Vol. Eduardo Cojuangco was able to assert his ownership of shares taken over by the Government during the transition of power in 1986. Corporate governance is conditioned by the high ownership concentration of these large companies. A third method was to make a formal tender offer to PLDT’s controlling minority shareholders. When companies are highly profitable. First Pacific. concentrated ownership of companies is not equivalent to weakness in corporate governance. Although considered the prime industrial company in the Philippines. By itself.6. Conclusions. In a legal process that ended in his takeover of management. the Soriano family.216 Corporate Governance and Finance in East Asia. and Recommendations Summary and Conclusions The Philippine corporate sector has been shaped by the country’s economic and industrial development policies. SMC had lagged behind other groups of companies such as Ayala Corporation in financial performance for some years. One mode was the outright purchase of shares in the open market. First Pacific could have acquired sufficient shares to take control of PLDT in three ways. the stock price of PLDT was buoyant during the takeover period.1 Summary.
The five largest shareholders have majority control of an average publicly listed company. companies that are members of family-based conglomerates had higher returns and lower leverage than independent companies. medium companies showed higher profitability than large and small ones. This study analyzed trends in corporate performance and financing in relation to corporate governance from 1988 to 1997. By ownership structure. Privately-owned companies. an ineffective insolvency system. Corporate governance should be viewed in the context of an increasing presence and growth of large shareholders-centered conglomerate business organizations. an underdeveloped capital market. passive independent auditing. ownership of banks by business groups. the most numerous in the corporate sector. The financing pattern of the corporate sector was influenced by the tight financial conditions prevailing in the country up to 1992. The corporate sector consistently relied on internally generated funds and equity before resorting to borrowings. Forming business groups appears to be a viable means of competing because this allows for more efficient organization and utilization of resources of large controlling shareholders. foreign companies were the most profitable but highly leveraged. oligopolistic market structures. minority shareholders need to be protected by external control mechanisms. influenced by industry characteristics. with the real estate and public utilities industries standing out for their pronounced cyclical patterns. Business groups occupied seven of the top 10 and 25 of the top 50 largest corporate entities in the Philippines in 1997. Performance was. By control structure. With large shareholders in control. By size. Publicly listed companies had the highest profit margins and lowest leverage among the local companies. Ownership of publicly listed companies is highly concentrated. Analysis of corporate financing by ownership . Returns to capital exceeded inflation rates. Leverage was within Asian norms but above developed country standards. and the lack of market for corporate control.Chapter 3: Philippines 217 expropriating the wealth of minority shareholders through aggressive and risky investment. The result is that corporate governance depends only on internal controls. to some extent. were the least profitable. The Philippine corporate sector was relatively efficient in investing and financing compared with other countries affected by the Asian crisis. while the largest 20 shareholders control more than 75 percent of shares. Financial institutions are not significant shareholders. This study points out weaknesses in external control mechanisms such as weak legal protection for minority shareholders.
the amount of pressure from stock market investors and PSE (for publicly listed companies in the group). Larger disparities in control over cash flow rights imply higher incentives for large shareholders to (i) expropriate wealth of shareholders not belonging to the controlling group and (ii) invest in empirebuilding and high-risk projects. as typified by the Ayala Group. After controlling for industry effects. family-based shareholders gain control by such means as the setting up of holding companies. II type gave similar results. Large companies owned or controlled by business groups tend to dominate their industries. ROA. Such structures result in control by large shareholders through disproportionately smaller investments in equity ownership. A business group is an effective business organizational model for achieving leadership in industries. Internal financial markets operated by business groups allowed them to optimize their financial resources at lower external debt levels. selective public listing of companies in the group. and the extent of supervision of outside institutions such as independent auditors and SEC. Publicly listed companies were responsive to investors’ requirements for prudent use of debts. superior profitability. The difference between management control and ownership rights is usually substantial. and leverage were all positively related to the degree of ownership concentration. with the foreign-owned companies found to rely more on borrowed funds. Large. The pyramid model is useful for centrally managing smaller companies. and centralized management and financing. ROE. Family-based business groups have focused their investments in industries where their superior financing capacities and political/social influence give them unique advantages. Companies whose large shareholders have higher degree of control tend to borrow more but generate better returns. Even in cases where the group owned only a minority share of a commercial bank. A commercial bank is an important part of most business groups. The extent of governance problems depends on internal control policies of the controlling shareholders. . and sustained growth. the bank usually accounted for a large share of each group’s net profits. Ownership concentration was positively related to both returns and leverage. statistical analysis of company-level data revealed significant relationships between corporate performance and corporate governance. The positive relationship between financial leverage and ownership concentration is consistent with the hypothesis that controlling shareholders prefer to use debt financing in order to avoid ownership dilution. Business groups with pyramiding structures heighten the issue of corporate governance. Vol.218 Corporate Governance and Finance in East Asia.
6. a strong international reserves position. mostly by highly leveraged companies and speculative investors in real estate. SEC officials. There are systemic risks involved in highly concentrated ownership. The corporate sector was also in good financial condition with rich internal cash flows accumulated from a number of profitable years. with recently restructured public debt. A number of large debtors petitioned SEC for rehabilitation under procedures set by PD 902-A. As the crisis wore on in 1998.2 Policy Recommendations The Government should address weaknesses in corporate governance identified in this study by introducing reforms in the policy and regulatory framework and promoting the development of markets. For example. strong capital position built on IPOs in a buoyant stock market. there were sharp rises in the number of bankruptcies and petitions for debt relief. The Central Bank imposed strict limits on real estate lending. Under the new Securities Regulation Code enacted in 2000. The corporate sector accessed the foreign debt market only in the mid-1990s because of the country’s long-drawn debt moratorium. decisions by large sharehold- . Promoting a Broader Ownership of the Corporate Sector The highly concentrated ownership of the publicly listed corporate sector should be a concern of SEC and PSE. rather than the banks that lent millions of pesos. decide on the financial future of a troubled debtor. the government budget in surplus. resulting in the banks’ accelerated restructuring of troubled debts in this sector. The crisis caused a tightening of credit to the corporate sector and a spike in interest rates. The Central Bank responded by improving the liquidity of the system and by establishing conditions for bringing down interest rates on bank loans. and a market-oriented policy environment. Still. adversely affecting companies’ operations and financial position. Specific actions recommended are described below. That is. 3. are to be removed and transferred to courts. SEC’s quasijudicial functions. including suspension of payments. This law is flawed in concept because it supplants a market-based credit agreement with a political process. there was a sharp rise in borrowings and decreasing productivity of investments a few years before the crisis in a pattern similar to that of Asian crisis countries. low inflation.Chapter 3: Philippines 219 The financial crisis came when the Philippine economy was in a relatively strong financial position. and sound overall creditworthiness.
This will enable SEC to enforce prudential requirements on management of companies and enable minority shareholders to pursue grievances against their boards. This may limit current practices of appointing prominent individuals and family members as directors. and (iii) increase the minimum required percentage of outstanding shares for public listing in the stock exchange from the present 10-20 percent. the PSE Listing Rules require the appointment of a minimum number of independent directors in the board of publicly listed companies. The adjustment should be made over a fixed period of time. Clear legal accountability is a precondition for successful shareholder activism. insider information. they serve to curb the powers of controlling shareholders. PSE Listing Rules should specify criteria and a selection process that will help ensure that the nominees for the position are truly independent and qualified. (ii) require disclosure of material changes in ownership. SEC should strengthen disclosure requirements by issuing specific guidelines on minimum disclosures required for related party transactions. to 25 percent. Because independent directors tend to adopt the perspective of minority shareholders in board decisions. To strengthen the board. The following recommendations involve amendments to the Corporation Code that will improve transparency of ownership and address the current high level of ownership concentration in Philippine business: (i) require disclosures of underlying ownership of shares held by nominees and holding companies. It has suffi- . Strengthening Minority Shareholder Rights An issue that concerns minority shareholders is whether they have instruments—legal or ethical—that can prevent controlling shareholders from expropriating their wealth through risky investment and financing.220 Corporate Governance and Finance in East Asia. To help ensure this. and self-dealing. Increasing the Statutory Accountability of Directors and Strengthening the Board System The Government should clarify statutory fiduciary responsibilities of the board of directors. II ers often cause wide volatility in stock prices and invite reaction from creditors. Another measure would be to impose a statutory limit on the number of directorships that one can accept. Vol. depending on the size of the company. inadequate disclosures.
(ii) set strict limits on lending by banks to affiliated companies. or prohibit cross-guarantees by companies belonging to affiliated groups. and of banks in nonfinancial companies in order to avoid connected lending. in particular. It is encouraging that the newly enacted 2000 Banking Laws have introduced changes along these lines. the board can easily muster the needed majority to approve the deal. They need legal empowerment such as higher majority voting requirements. Impose severe penalties for any attempt by banks to circumvent this regulation. the Corporation Code should be amended to impose sufficiently stiff penalties for self-dealings that patently expropriate the wealth of other shareholders. directors. limit.g. reporting. Finally.. officers. and (v) closely monitor. and disclosure standards.Chapter 3: Philippines 221 cient case history that can be used as a basis for tightening its disclosure requirements. The following recommendations aim to further improve banking regulations and supervision in the Philippines: (i) limit shareholdings of nonfinancial companies in banks. the board will be compelled to initiate a thorough discussion of the merits of the proposed related-party deals that will require the participation of minority shareholders. (iii) adopt international standards of capital adequacy and ensure that banks comply with these standards. Because ownership is generally concentrated in five shareholders. (iv) require banks to follow international financial accounting. Improving Financial Regulation and Strengthening Implementation The Asian crisis demonstrated the need to strengthen banking regulation. in areas of supervisory functions of the central bank. fit and . and related interests. raising the current two-thirds majority to a three-fourths majority. e. For example. prudential measures and regulations. current rules allow boards of directors to approve own-dealings or related party transactions by simple majority. The Government should improve its prudential supervision system to ensure that banks perform their role as external control agents of their corporate debtors. By requiring sufficient disclosure and a 75 percent majority vote on such decisions. Minority shareholders have failed to use traditional venues such as the annual general shareholders’ meetings to discipline controlling shareholders that expropriate their wealth.
Presently. Two measures should be adopted to promote shareholder activism.222 Corporate Governance and Finance in East Asia. II proper rule. This investor profile has a “missing middle”—long-term investors who intend to participate in longterm growth of a company and who also trade shares depending on company performance. Investment and venture capital funds meet this description. This way. SEC and PSE can help ensure that these external control agents provide market discipline even in companies controlled by large investors. SEC appears to be taking a primarily regulatory posture in the operation of investment funds. Vol. In developed capital markets. The current law should expand class action suits to include management and . transparency. By supporting the establishment and operation of institutional investors. foreign ownership of banks. The absence of institutional investors indicates that the legal and regulatory basis is inadequate. an active financial analyst community can begin to form. Reforming the Legal and Regulatory Framework for Investment Funds and Venture Capital Owners of Philippine publicly listed companies consist of controlling shareholders and investors that hold trading portfolios. The other is the addition of provisions in the Corporation Code to facilitate class action suits against corporate directors. and lending to DOSRI. and external auditors. One is improved transparency and disclosure on specific items that potentially involve expropriation of wealth of minority shareholders. Institutional investors impose market discipline by voting on strategic corporate decisions. Managements find that their investment and financing decisions affect stock prices and become aware of their responsibility to create shareholder value. institutional investors lead public investors in providing market signals to companies. management. If institutional investors are present. Its priority is to protect prospective fund investors from unscrupulous fund managers. Other investors benefit from the information that analysts produce for these institutional investors as information technology makes their output a public good. institutional investors can be a driving force in providing market discipline to management. Promoting Shareholder Activism Promoting shareholder activism to encourage small shareholders to actively monitor management is an approach that has not been tried out in the Philippines.
leadership. compensation contracts. and broad-based political and popular support to pursue possible cases involving expropriation of minority shareholders’ wealth. Promoting the corporate bond market requires that the Government develop trading systems and services of credit risk rating of corporate issuers. Philippine Government Treasury bonds should provide bellwether rates for corporate bonds in the way that they have for short-term bank debts. guarantees. and Credit Information Bureau that can be the starting point of this effort. The present provision on class action suits is inadequate because shareholders view the process as ineffective and expensive. and the external auditors. And by issuing Government Treasury securities in longer tenors. Expanding Debt Securities Financing The Philippine corporate sector relies on bank loans because controlling shareholders do not want to dilute their control by issuing equities.Chapter 3: Philippines 223 auditors. It should develop a medium-term yield curve for the corporate debt market by strengthening the Government bond market. where the threat of class action suits alone is sufficient to encourage quality decisions and behavior from management. and dividend decisions. Placing the means for prosecuting in the hands of minority shareholders may instill more discipline in controlling shareholders. SEC should allow minority shareholders to be represented by activist groups. SEC should take steps to simplify the process of class action suits and provide an avenue for out-of-court settlements similar to practices in the US. Promoting Competition in Product Markets The Government should pursue industrial development policies that promote competition through the elimination of subsidies. Legal provisions for class action suits should cover self-dealing by directors. information disclosures. Companies are likely to remain dependent on bank financing if the authorities do not strictly enforce prudential lending regulations. The Government should enhance the securities markets as an alternative source of corporate financing and pursue aggressive development of the local debt securities markets. These groups have an incentive to gather technical expertise. There are existing institutions such as Dun and Bradsreet. their directors and management. the Government could develop the market for future issues of corporate bonds. Securities market development efforts should coincide with strict regulation of the commercial banking sector. entry .
and various other forms of protection. Little attention is given to the conditions that make those regulations effective in the US corporate sector but not present in the Philippines. PSE should campaign for top-tier companies to go public and work with SEC in encouraging publicly listed companies to expand their share offerings to the public. Many of the problems associated with auditing and disclosure stem from the tendency of SEC and PICPA to be satisfied with replicating what their counterparts in the US require by way of audit standards and disclosures. The resulting absence of a strong investor base makes share prices vulnerable to manipulation or insider trading by large shareholders. Current disclosure requirements of SEC are not rigorous enough for public investors. Efforts to reduce graft and corruption. The increase in percentage of public holdings may be gradually implemented to enable the companies to adjust. II and exit barriers. Increasing the Supply of Quality Equities in the Stock Market To promote the capital market as an external control agent in corporate governance. Another problem is the orientation of external auditors to the interest of large shareholders rather than public investors. improve enforcement of the rule of law. SEC should require that a larger percentage of publicly listed companies’ shares be sold to the public. The Government’s competition policies should aim to facilitate the free entry and exit of domestic and foreign companies and regulation of anticompetitive practices. Improving External Audit Standards and Information Disclosure Effective external control in corporate governance requires accurate and timely information about companies. and publicly listed companies trade barely the minimum number of shares required for public listing. Vol. Many large companies remain privately owned. Audited financial statements contain basic information about a company’s financial position and performance. The Government should also continue to improve infrastructure. there is a need to increase the supply of quality securities from top-tier local companies in the Philippine stock market. and provide quality basic services should also be heightened. Lack of liquidity deters institutional investors.224 Corporate Governance and Finance in East Asia. Penalties for poor conduct of auditing by independent .and medium-scale companies can become more competitive relative to large companies. PSE and SEC need to build a liquid and efficient market. so that small.
PD 902-A has not accomplished any successful rehabilitation of a petitioning company since its implementation. reorganization. suspension of payments and private damage actions. SEC and PICPA need to formulate more specific disclosure standards. For that matter. and Liquidation. it creates a moral hazard problem. Improving the Legal Framework for Suspension of Payments. In spite of the many well-known cases of poorly audited financial statements that resulted in losses for investors. Reforming the legal framework for suspension of payments. Although the new Securities Regulation Code enacted in 2000 has removed some of SEC’s quasijudicial functions. SEC and PICPA have not publicly penalized any auditor company that violated disclosure requirements or failed to submit audited financial statements. Instead. and liquidation of troubled companies should be made a priority of the Government. The law is obviously not in line with the Government’s policy of allowing market mechanisms to work and not intervening in private sector business. the new law needs to be effectively implemented and enforced. . Reorganization.Chapter 3: Philippines 225 auditors and the mechanism for imposing them are weak. The law on suspension of payments replaces a market-oriented solution with a political process. and implement those standards and penalties rigorously. review the system of penalties on professionals involved in a company’s violation of disclosure rules. including the resolution of intracorporate disputes. violators were made to pay only nominal penalties. and transferred these to courts.
Claessens. and Larry H. 1998. Fan. H. P. Bangko Sentral ng Pilipinas. Claessens. P. Stijn. The Separation of Ownership and Control in East Asian Corporations. Ownership Structure and Corporate Performance in East Asia. Harold. July. George. The Structure of Corporate Ownership: Causes and Consequences. Lang. Institute of Southeast Asian Studies. 1999. Working Paper. Quarterly Journal of Economics. World Bank. and Larry H.226 Corporate Governance and Finance in East Asia. 1985. Simeon Djankov. 1997.. World Bank. and Larry H. 1997. Simeon Djankov. Joseph P. World Bank. Stijn. Discussion Paper. World Bank. Diane K. H. Philippine Macroeconomic Prospects: The Next Ten Years. The Philippines: Onward to Recovery. Working Paper 2088. and Atulya Sarin. Denis. Barclay. 1989. Thailand’s Corporate Financing and Governance Structures: Impact on Firms’ Competitiveness. Thailand: From Financial Crisis to Economic Renewal. Emilio. Journal of Political Economy 93 (6). 1998. Agency Problems. Claessens. Private Benefits from Control of Public Corporations. Stijn. Simeon Djankov. and Clifford Holderness. Lang. Dennis Gromb. Stijn. Claessens. Diversification and Efficiency of Investment by East Asian Corporations. Monitoring and the Value of the Firm. Working Paper. P. Simeon Djankov. David J. Who Owns and Controls East Asian Corporations? Discussion Paper 2054. and Simeon Djankov. Burkart. Joseph Fan. Joseph P. 1988. Vol.. Lang. Stijn. . Claessens. Key Indicators of Developing Asian and Pacific Countries 1998. Simeon Djankov. II References Abonyi. Fan. October. Journal of Finance 2 (1). Fan. World Bank. H. XXIX. Vol. Demsetz. 693-728. and Fausto Panunzi. P. Michael. and Kenneth Lehn. 1998c. and Larry H. May. 1999. Dennis. Lang. Pedro. 1998a. Jr. 1994. Journal of Financial Economics 25: 371-395. 1998b. Joseph P. Manila: Asian Development Bank. M. and Corporate Diversification. edited by Toida Mitusuru and Daisuke Hiratsuka. Asian Industrializing Region in 2005. March. P. Expropriation of Minority Shareholders in East Asia. Large Shareholders. 1999. and Larry H. Antonio. Equity Ownership. Stijn Claessens. Alba. Tokyo: Institute of Developing Economies. Asian Development Bank. Conference on Thailand’s Dynamic Economic Recovery and Competitiveness. Lang.
and David Scharfstein. The Modern Industrial Revolution. . Journal of Financial Economics 3: 305-360. Exit. 1986. 1993. Euromoney Books. Jensen. Internal versus External Capital Markets. Corporate Governance: Emerging Issues and Lessons from East Asia. Stephen. 1984. 1995. Corporate Finance and Takeovers.). Prowse. Jensen. Journal of Financial Economics 27: 4366. Debt and Seniority: An Analysis of the Role of Hard Claims in Constraining Management. Review of Economic Studies 51: 393-414. Milton. American Economic Review 85: 567-85. Michael. 1990. The Market for Corporate Control: A Scientific Evidence. Lufkin. Robert H. Stein. Philippine Stock Exchange Fact Book 1997. Liquidity and Investment: Evidence from Japanese Industrial Groups. Harris. and John Moore. Stephen.. November. Joseph C. Journal of Financial Economics 5: 147-175. 1995. 1994. Jensen. and David Gallagher (eds. and Artur Raviv. and Merton Miller. Scharfstein. 1977. 1998. Financial Intermediation and Delegated Monitoring. Corporate Structure. Jensen.Chapter 3: Philippines 227 Diamond. Determinants of Corporate Borrowing. American Economic Review 48 (3): 261297. Prowse. American Economic Review 76: 323-29. Michael. Theory of the Firm: Managerial Behavior. Oliver. Anil Kashyap. Stuart. Michael. Takeo. Quarterly Journal of Economics 106: 33-60. and the Theory of Investment. F. and William Meckling. The Cost of Capital. David S. Journal of Finance 48: 831-80. and the Failure of Internal Control Systems. Michael. Institutional Investment Patterns and Corporate Financial Behavior in the United States and Japan. International Corporate Governance. Agency Costs of Free Cash Flow. Hoshi. 1958. Capital Structure and the Information Role of Debt. Corporation Finance. The Quarterly Journal of Economics.. 1983. Journal of Finance 45: 321-350. 1990. Gestner. 1976. Franco. Modigliani. Hart. Myers. World Bank. and Jeremy C. 1994 and Investment Guide 1997. 1990. Agency Costs and Ownership Structure. 1991. Douglas. Journal of Financial Economics 11: 5-50. and Richard Ruback.
228 Corporate Governance and Finance in East Asia. DC. 1985. 1. East Asia: The Road to Recovery. Technical paper No. Large Shareholders and Corporate Control. 1997. No. Shleifer. March. . May. and Robert W. A Survey of Corporate Governance. Journal of Money. Credit. and Banking Lecture 17. Stephen. 1998. Singh. Webb. How Do Large Corporations in Developing Countries Finance their Growth? Corporate Financial Structures in Developing Countries. 1992. Asian Development Bank. 1. November. Mimeograph. Vol. Vishny. Journal of Finance 91: 1121-1139. Stein. Credit Markets and the Control of Capital. No. Some Conceptual Issues in Corporate Governance and Finance. Andrei. Vishny. 1996. Stiglitz. Journal of Finance L11: 737-783. II Prowse. World Bank. Ajit. and Robert W. IFC/WB. Washington. Andrei. Washington. 1997. David. Jeremy C. Internal Capital Markets and the Competition for Corporate Resources. Journal of Finance LII. Journal of Political Economy 94: 461-88. Shleifer. 1991. The Structure of Ownership in Japan. DC. Joseph E. 1998. 2.
and Lea Sumulong and Graham Dwyer for their editorial assistance.4 Thailand Piman Limpaphayom1 4. the banking system merely validated the financial risks. Malaysia. Thailand’s crisis exposed similar vulnerabilities in other East Asian economies. The crisis in Thailand stemmed directly from unsound macroeconomic policies and imbalances. magnified the impact of these problems on the economy when the crisis hit. . 1 Associate Professor. The banking system. had been plagued with prudential problems for a long time. The author wishes to thank Juzhong Zhuang. For the period 1994-1996. heralding not only a financial crisis in the country. But it also laid bare weaknesses in both the financial and corporate sectors. In the prelude to the 1997 crisis. Republic of Korea (henceforth. with the currencies of Indonesia. with Thai corporations overutilizing short-term foreign currency-denominated loans. and Philippines all depreciating significantly. Instead of serving as a buffer between the large inflow of foreign capital and the corporate sector. Thailand. Asian University of Science and Technology. short-term private debt obligations grew to about 60 percent of total private sector debts. but also the stalling of East Asia’s “economic miracle. Thai corporations were collectively overexposed to exchange rate risks. Chonburi. It was inefficient in financial intermediation. The fixed exchange rate policy. and David Webb of the London School of Economics for their guidance and supervision in conducting the study.1 Introduction In May to July 1997. Faculty of Business. the Thai Government conceded and adopted a floating exchange rate regime. coupled with financial liberalization and deregulation in the absence of an effective regulatory and supervisory system. the Thai baht came under pressure from speculative attacks. poorly regulated and sheltered from competition. As a result. Korea). the Stock Exchange of Thailand for its help and support in conducting company surveys. David Edwards. both of ADB. The majority of these debts were not properly hedged. The corporate sector also contributed significantly to the crisis. annual short-term capital inflows to Thailand were equivalent to 7-10 percent of gross domestic product (GDP).” After mounting an aggressive defense of the currency.
1 Overview of the Corporate Sector Historical Development The corporate sector has long been considered the engine of Thailand’s economic growth. The country initiated national economic development planning in 1961 when the economy was growing rapidly. lack of transparency and adequate disclosure. and a family-based corporate ownership structure. Import tariffs on machinery and heavy equipment were removed.5 discusses how the corporate sector contributed to the financial crisis and looks at its impacts. Vol.4 provides an overview of Thailand’s financial markets and examines patterns of corporate financing and investment in the years prior to the 1997 crisis. . Section 4.2. with government policy providing support but avoiding direct interference. The study then considers policy recommendations with emphasis on corporate governance improvement. focusing mainly on the companies listed in the Stock Exchange of Thailand (SET). while new industries were encouraged to reduce the need for imports. This study examines these and other factors that might have weakened corporate sector governance in Thailand.2 discusses the development of the Thai corporate sector under the National Economic and Social Development Plans.3 looks at corporate ownership patterns that resulted in inadequate protection for minority shareholders and weak corporate governance in Thailand. its growth and financial performance. Section 4. as well as its legal and regulatory framework.2 4. the Government increased tariffs on products that could be produced locally. the Government implemented major infrastructure projects and modified its tax policy to encourage capital investment and savings. Section 4. II There is now a consensus that weak governance was partly responsible for the corporate sector’s poor financing and investment practices. 4. The National Economic and Social Development Board was created to plan the country’s economic and social development.230 Corporate Governance and Finance in East Asia. Section 4. To protect domestic industries. Key factors that led to weak corporate governance include the ineffectiveness of the regulatory framework. The First and Second Plans (1961-1971) Under the first two plans.
15 billion per year or 4. and automobile assembly) emerged.5 percent in 1973 and 24. the current account registered a surplus in 1986. Unemployment. with the agricultural sector the major contributor. Budget deficits also increased throughout the Fourth Plan. and increases in world food and oil prices. resulted in increases in the current account deficit. the industrial sector grew at a faster rate than the agricultural sector. . became a major problem as domestic investment declined. the government’s debt burden escalated. To close the fiscal gap. leaving the Government no choice but to resort to overseas borrowings. Fourth. including a weakening of the dollar.6 percent per year. The decline in imports was steady.Chapter 4: Thailand 231 During this period. However.4 percent of GDP. The Government had to shift emphasis to restoration of economic stability. however. Budget deficits remained a major problem during the Fifth Plan. processed steel. The results were increased exports. chemicals. The focus shifted to export promotion. Industrial sector growth was also rapid and many industries (tires. with the devaluation of the baht in 1984 a major step in this direction. using tax policy to control prices of consumer goods and implementing several price control measures to curb inflation. gross national product grew by about 7 percent per year. canned foods. an improved trade balance. External factors.3 percent in 1974. lower than anticipated due to a worldwide economic recession. and reduced current account deficits. In the wake of lower world oil prices and the rapid growth in income from the tourism and travel industry. however. The average budget deficit reached an all-time high of $2. helped offset these deficits. Thus. including luxury goods. Average growth for the period was 4 percent per year. textiles. the value of the baht remained stable. But the sustained importation of heavy machinery and equipment resulted in large trade deficits. Consequently.4 billion from overseas and increased taxes on numerous items. capital inflows. Inflation levels were low. The Government decided to embark on restructuring measures in the Fifth Plan (1982-1986) to rehabilitate the ailing economy. Inflation reached 15. especially foreign aid from the United States. it proceeded with its development plan for the industrial sector. The Third. and Fifth Plans (1972-1986) An economic downturn at the end of the Second Plan led to an adjustment in policies. the Government borrowed $6. As a result. At the same time. averaging 1. remaining high until 1981.
The Seventh Plan (1992-1996) The economy’s performance from 1992 to 1996 generally met the targets of the Seventh Plan. and the stock market. increasing its share in total export value from 42 to 76 percent.232 Corporate Governance and Finance in East Asia. China—went to export-oriented manufacturing industries. The manufacturing sector became a dominant force in the economy. and Hong Kong. compared with the 8. Vol. Most of the FDIs—originating mainly from Japan. The country’s high ratings in the international capital market. the Government successfully balanced the budget and even settled its foreign debt of $4 billion before this was due. Europe. compounded by a slump in property sales. invited a deluge of capital seeking profitable investments. The exchange rate was steady at around B25 to the dollar.2 percent target. Inflation was 4. averaging 10.2 percent per year.7 and 11.6 percent. From 1989. an oversupply of housing emerged. rather than to productive activities. Key to this growth performance was the government’s adoption in 1993 of an aggressive program for attracting foreign capital to finance domestic investments. lower than the target of 8. Growth of exports and imports averaged 14. better than the 5. the property sector began to collapse in 1996. Thailand became a debtor’s market. II The Sixth Plan (1987-1991) Industrial sector productivity improved gradually during the Sixth Plan period. With loans increasingly becoming expensive and hard to come by due to a lending squeeze by the central bank and high interest rates.8 percent. the bulk of domestic investments went to speculative ventures such as real estate. On top of its predominantly “borrowed” nature. Average annual growth in real GDP was 8 percent.5 percent. The country also attracted a large amount of foreign direct investments (FDIs). while exports expanded considerably. Thailand’s rapid growth up to the mid-1990s made the country one of the world’s fastest-growing economies. compared with the 14.6 percent target of the Seventh Plan. United States. with private foreign debt reaching $92 billion by the end of 1996.5 to 13. reaching an annual inflow of $2 billion in 1991. Private sector investment grew at an average annual rate of 7 percent.2 and 13. respectively. By 1995. combined with its liberal financial policies. Singapore. . from only $31 billion in 1992. property development.8 percent. Growth rates during 1987-1991 ranged from 9.4 percent targets.
In his report. the capital markets didn’t play a significant role until 1975. the Government passed the Public Limited Company Act.3 percent in 1996. The deficits caused the Government to rely on even more external borrowing. The country had a current account deficit of about 8 percent of GDP in 1995 and 1996.2 Development of Capital Markets Although the corporate sector has long been the government’s main tool for economic development. Robbins recommended an overhaul of the existing informal stock market established earlier by a group of local brokers in favor of a centrally regulated institution. In 1978.” which later became the master plan for the development of the Thai capital market. its policy had always been to protect domestic banks. Its most crucial role was to help mobilize funds to support Thailand’s industrialization and economic development. In 1972. the Government amended the “Announcement of the Executive Council No. a former Chief Economist from the US Securities and Exchange Commission. with growth shrinking from 23. However. Sidney M. placing all publicly listed companies under regulation. the establishment of the Securities Exchange of Thailand (SET) was legislated and trading began on 30 April 1975.” extending its control and regulatory powers to the finance and securities companies operating freely at the time. Exports went into a tailspin.2. the signs of an economy about to falter were there. Robbins. 58 on the Control of Commercial Undertakings Affecting Public Safety and Welfare. which raised the debt service ratio. 4. a policy that held throughout the first six economic development plans. on account of an overvalued baht that weakened export competitiveness. SET officially became “the Stock Exchange of Thailand” in 1991. Included in the Second Plan (1967-1971) was a proposal to establish the country’s first authorized and regulated securities market. Under the 1962 Commercial Banking Act. the corporate sector’s main source of funding was the banks. prepared a comprehensive report entitled “A Capital Market in Thailand. A series of increases in customs and excise taxes on luxury imports did little to stem rampant consumer spending. In May 1974. Foreign banks were barred from competing directly with domestic banks. And because the Government considered the banking system vital to the development of the economy. In 1969.8 percent in 1995 to 1. many companies considered the Act too restrictive and a hindrance to growth. which was amended in 1979 and 1985. Before the capital market emerged. the Bank of Thailand and .Chapter 4: Thailand 233 Toward the end of the Plan period.
increased financial market activities. The Public Company Act of 1992 relaxed some of the rules and restrictions contained in the original laws. it usually relied on “moral suasion. Vol. and new financial instruments. Financial deregulation and liberalization allowed the country to attract foreign savings and investments that helped finance the growth of the economy. Earlier. II the Ministry of Finance had full authority to supervise all commercial banks.” The Government also granted financial institutions overly generous bailouts. The pressure dovetailed with the Government’s intention to make Bangkok one of the financial centers of the region. there were 29 commercial banks (15 domestic and 14 foreign banks) in Thailand. The banks and finance companies operated at insufficient levels of reserve capital and were overexposed in high-risk businesses such as real estate. Thailand discarded controls on foreign exchange transactions and capital flows—a turning point for the Thai corporate sector. In the 1990s. The regulatory measures were inadequately designed and poorly enforced. At the end of the Sixth Plan. Laws were enacted to stimulate growth of the corporate sector. With the liberalization of financial markets. Thai banks gained access to a variety of funding sources from around the world. and the General Agreement on Tariffs and Trade (GATT) meeting in Uruguay had the liberalization of financial services on its agenda. A number of internal and external factors contributed to the Thai Government’s acceptance of the IMF’s Article VIII agreement.234 Corporate Governance and Finance in East Asia. the World Bank had recommended such a move. Thailand’s capital market entered a new era with improved legislation and regulation. while the Securities and Exchange Act (SEA) the same year sought to improve capital market supervision. Economic growth had been rapid and domestic savings could not keep up with the pace to support investments. creating a moral hazard problem—the perverse expectation that imprudent bank behavior would be rewarded with forbearance and bailout. While the Bank of Thailand had the regulatory power to influence business practices. However. The resulting availability of funds propelled the corporate sector’s growth through the early part of the 1990s. to cater specifically to its . the financial and banking laws were generally ineffective. The introduction of these two laws came just after the Government’s signing of Article VIII of an Agreement with the International Monetary Fund (IMF) in May 1990 to deregulate and liberalize financial markets. Externally. the Government was under international pressure to deregulate the financial sector.
9 34. however. and wholesale/ retail trade and restaurant/hotel sectors. the country became recognized as an economic development model for other emerging economies. 1978-2000 Number Registered of Capital Companies (B billion) 5 6 245 5 13 129 22 194 42 661 1. Financial deregulation and liberalization were key to realizing that vision. 4.Chapter 4: Thailand 235 fast-growing neighbors. Hunting.2. Ministry of Commerce.9 1. Social and Personal Service Total Note: The data for 2000 is as of October 2000.291. Insurance. finance.1 Public Companies Registered. and Business Service Community.0 21.6 1. about 661 companies with total registered capital of B2.0 Paid-up Capital (B billion) 1. and Restaurants and Hotel Transport. Storage.1 78. .1 trillion and paid-up capital of B1.3 trillion have been registered with the authority (Table 4.3 83. Worldwide.4 trillion in registered capital and B791 billion in paid-up capital.6 2.0 19.101. in that order.6 23. The manufacturing sector is a far second with registered capital of B350 billion and paid-up capital of Table 4. and Water Construction Wholesale and Retail Trade. the financial sector is the largest.9 261.5 50.5 111. The Bangkok International Banking Facility (BIBF) was thus established to facilitate international borrowings and encourage capital flows as a means of financing the current account deficit.0 110. The stock market boom from 1991 until the financial crash of 1997 reflected international investors’ response to Government policies.1 30.394.1).6 350. In terms of capital. The result was a corresponding growth and development in Thailand’s capital markets. The majority of the companies are in manufacturing. Forestry.5 791.2 Type of Business Agriculture. Gas. and Fishing Mining and Quarrying Manufacturing Electricity. and Communication Financing. Thailand.3 Growth and Financial Performance Since the 1978 enactment of the Public Limited Company Act.9 16. Source: Department of Commercial Registration. Real Estate. with B1.2 11.
Source: Key Capital Market Statistics. The 1997 crisis battered the primary market for securities.2 Public Offerings of Securities. the value of public offerings rose steadily.1 54. allowed Thai financial institutions and corporations to obtain funds overseas.1 2.4 277.236 Corporate Governance and Finance in East Asia. respectively. The number of listed companies and securities steadily increased until 1996 (Table 4. Market capitalization.2 25. meanwhile.3 194. The preeminence of the financial sector is a direct result of financial deregulation and liberalization.9 37.6 8.2 40.7 27. reached . The stock market also became an invaluable source of funds for corporations. Domestic and offshore debt issues reached B54.5 billion and B1 billion the previous year.9 1998 1999 15. Table 4. moreover.4 51. Securities and Exchange Commission of Thailand.0 20.6 7.0 1994 82. After the passage of the SEA of 1992.7 billion in 1996.3 1996 1997 65.9 31.1 599. from only B20.8 billion.4 34.5 39. The development of the corporate sector closely followed the development of capital markets.8 1995 64. Debt market activities also increased significantly with the establishment of the Bond Dealers’ Club (BDC) in 1994.3). While a rebound was apparent beginning in 1998.6 — = not available. These peaked at B89.7 billion and B27.4 96.2 5.3 31. With the enactment of the SEA of 1992 that brought suppliers of finance services and their clients together. II B261 billion.1 — — — 6.0 0.7 136.8 201.7 5.5 — — 56.5 1. the capital market became instrumental in the rapid growth and development of the corporate sector.6 174.2 12. The signing of Article VIII with the IMF. the year before the crisis struck.8 — 26.7 9. Vol.3 22.8 151. 1992-1999 (B billion) Type of Securities Equity Debt Instrument Domestic Offering Offshore Offering Hybrid Instrument Domestic Offering Offshore Offering Total Funds Raised 1992 1993 1.5 1.3 6. this was due to the recapitalization of commercial banks in compliance with the new loan provisioning requirement.2).1 286. reducing the value of offerings to a little more than a quarter of the previous year’s level.6 39. reaching a precrisis peak in 1996 (Table 4.7 7.
return on equity (ROE). Foreigners accounted for an increasing proportion of SET’s turnover value.301 3.4 percent to 5.560 1.Chapter 4: Thailand 237 Table 4. its high point in 1995 at B3. ROA dipped from 10. Throughout the 1990s. not all public companies are listed on the SET. Corporate profitability. their share rising from 17 percent in 1993 to 43 percent in 1997. the averages for all three profitability ratios took a downswing all the way until 1996. the highly liquid financial system continued offering cheap funds to sustain corporate sector investments.303 930 855 1. ROE similarly fell from 21. The key financial ratios of all companies listed on SET bear this out (Table 4. Source: Securities and Exchange Commission of Thailand. however. 1993-1999 Item Number of Listed Companies Number of Listed Securities Market Capitalization (B billion) Turnover Value (B billion) SET Index a 1993 1994 1995 1996 1997 1998 1999 a 347 408 389 494 416 538 454 579 431 529 418 494 392 450 3. had been on the rise throughout the 1980s. While the decline in gross profit margin was not as sharp. as measured by return on assets (ROA). The upward trends for ROE and ROA continued through 1989. gross profit margin rose until 1991 before falling in 1992.4 percent in 1996.8 percent.281 832 373 356 482 Due to listing requirements and other reasons. the companies could not generate enough net returns from their assets and equity.268 2.565 2. in the end. From 10. pulled down by active public offering activities.133 1.325 3. however. when long-term debt grew as Thai corporations began to borrow heavily to finance growth.683 1. But instead of shifting to a low gear. then stalled in 1990. the average times interest earned (TIE) was down to 5.3 percent in 1989 to 3.1 by 1996.3 Statistical Highlights of the Stock Exchange of Thailand.360 1.193 2. and gross profit margin. was the ominous deterioration in the key financial ratios of publicly listed companies. corporate profitability had been declining. By the early 1990s. Side by side with this surge of financing for corporate growth. Meanwhile.6 trillion.610 1. resulting in their inability to fulfill debt obligations.114 1.201 2. The plunge in profitability and asset turnover—from 117 percent in 1985 to 65 percent in 1996 for the latter—cast doubts on the .5 at its peak in 1987. The trend reversed in 1995.4).535 1. The financial leverage of all companies declined until 1994.
4 4.2 10.5 38. US.3 12.7 15. which fell from 16 percent in 1991 to just under 6 percent in 1996. Korea and Thailand had the highest debt-to-equity ratios.6 12. Severely affected by global competition throughout the decade.7 59.2 49.4 51.4 3.5 63.3 4. was also distinct in the region.0 125.9 51. the textiles.7 12. was felt across industries.8 51.7 5.4 119.4 34.4 139. A major reason for this was the rapid rise in asset prices.1 52.6 Year 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 Source: Pacific-Basin Capital Markets Database compiled by the University of Rhode Island.7 LongTerm Debt to Asset Assets Turnover (%) (%) 14.0 63. The downtrend in corporate profitability.6 125.6 27.7 12.2 10.1 16.0 117.9 7.4 7.2 161.8 151.8 11.2 10.8 54.7 54.6 168.9 77.7 20. II Table 4.7 27.5). these companies opted for debt. clothing. which was particularly significant in the two years preceding the crisis.4 9.9 66.0 7.5 15.1 120.9 144.4 24.7 5.4 44. They were generally more efficient in managing their assets and .9 39.0 3. and footwear had the lowest at 11 percent. but was most severe in building and furnishing material industries as a result of the downturn in the real estate market.0 29.9 140.8 14.8 88.3 10.8 5.3 8.2 215.4 28. large companies (where size is reckoned in terms of assets or sales) were more profitable than small companies in terms of ROE (Table 4.1 16.7 34.7 80.6 7.1 9.1 44.2 27.7 27.5 52.4 Key Financial Ratios of Publicly Listed Companies. and footwear industries also experienced losses. Hotels and travel showed the highest ROE of 15 percent while textiles.238 Corporate Governance and Finance in East Asia.8 25.9 7.4 5.1 242.6 138.5 50. Despite the availability of the equity market.1 60.4 7.2 6.0 145. Overall.4 18.9 27.5 9.0 139.8 8. practice of heavy borrowing.7 21. 1985-1996 LongTotal Term Total Return Return Gross Debt Debt Debt on on Profit Times to to to Assets Equity Margin Interest Equity Equity Assets (%) (%) (%) Earned (%) (%) (%) 3.4 12.5 51.2 35.6 41. clothing.3 91. Thailand’s ROE.8 5. It has also been argued that family-based controlling shareholders borrowed excessively to avoid diluting their control over their corporations.5 30.4 26. resulting in higher collateral values for borrowers.4 12. Vol.7 35.7 4.2 27.7 12. Among the crisis-hit countries.1 114.9 8.9 14.6 36.4 47.7 12.7 5.2 64.
0 83.1 25.8 142.4 8.2. although the performance of listed companies in the late 1980s was strong. For instance.8 6.3 49.6 7.9 20.6 6.6 30. could lead to a high turnover in the board.3 135. 1985-1996 Company Size by Assets Company Size by Sales Item Return on Assets (%) Return on Equity (%) Gross Profit Margin (%) Times Interest Earned Total Debt-to-Equity (%) Long-Term Debt-to-Equity (%) Total Debt-to-Assets (%) Long-Term Debt-to-Assets (%) Asset Turnover (%) Small Medium Large 6.8 47.3 176.3 15.3 52.3 25.2 121. There were also concerns that the provisions governing the criminal prosecution and penalties of directors and management were harsh and inappropriate.6 5.1 13. . US. the overall activities of listed companies. some rules and regulations of this particular law were believed to be too restrictive and were discouraging companies from going public.1 29.2 12.0 48.6 12.6 61.3 88.6 31. The argument was that having a Board of Directors whose members represented different groups of investors would create conflicts and hamper management effectiveness. Cumulative voting. However.1 5.7 6.6 10.2 134.4 52.5 Average Key Financial Ratios by Company Size.7 Source: Pacific-Basin Capital Markets Database compiled by the University of Rhode Island. it was thought. by the 1990s. In sum. During the 1990s.3 23.7 10.5 7.1 Small Medium Large 5. the Public Limited Company Act of 1978 and its amendments regulated Thai publicly listed companies.8 62.4 116.3 49.0 20.6 30. Although stable in the 1980s.3 164. total asset turnover declined after 1989.7 14. 4. the law disallowed cumulative voting. which would be disruptive to company management.1 6.5 6.8 26.4 Legal and Regulatory Framework Before 1992. They also tended to use more financial leverage than small companies as their total DERs show. capital despite the higher gross margins of small companies. also deteriorated. Increasingly heavy borrowings rendered the sector even more vulnerable to lower profitability and sales.2 18.2 10.8 6.5 87.3 43. weaknesses became evident.Chapter 4: Thailand 239 Table 4.8 10. measured by total asset turnover.5 94.9 13.
coupled with weak corporate governance. As it turned out.2 The market for corporate control was not active and did not give managers strong incentives to perform efficiently. Cumulative voting was made optional. and external monitoring and control of corporations were also weak. . played an important role in bringing about the financial crisis.240 Corporate Governance and Finance in East Asia. from holding more than 50 percent of total outstanding shares and other shareholders from holding more than 10 percent of outstanding shares individually. 2 ADB survey questionnaires were sent to all Thai listed companies in early 1999. and the punishment for management misconduct was also lightened considerably. However. the new legislation removed a number of incentives that would have kept public companies prudent and diligent in their operations. as a group. adopted to promote the development of publicly listed companies. The law prohibited the largest shareholders.3 Corporate Ownership and Control Ownership and control of corporations in Thailand are highly concentrated. for instance. concentrated ownership. The original company owners welcomed the changes and the number of publicly listed companies subsequently rose to more than 600. relaxed the contentious provisions of the 1978 Public Limited Company Act. that creditors had generally little influence on the management of corporations. Vol. The protection of minority shareholders was inadequate under the Public Company Act of 1992. An Asian Development Bank (ADB) survey conducted for this study shows. As the succeeding sections point out. This will be discussed in Section 4. Fortysix companies responded. II Another issue was the proportion of shareholding by top shareholders. The legal and regulatory framework for the corporate sector also includes provisions related to insolvency. the exit of these provisions appears to have contributed to the 1997 financial crisis. 4. but not all questions were answered. the limit on shareholdings by the largest shareholders was increased from 50 to 70 percent of total outstanding shares. The Public Company Act of 1992.5. a feature that is believed to have impaired the effectiveness of existing regulatory mechanisms in the corporate sector. The provision discouraged original family owners from registering their companies.
2 4.5 9.4 10.9 52. the top five shareholders of each of publicly listed Thai companies held.1 11. 1990-1998 Averagea 1990 1991 1992 1993 1994 1995 1996 1997 1998 1st Largest 2nd Largest 3rd Largest 4th Largest 5th Largest Top Five a 28. with the largest shareholder on average controlling 10.1 Patterns of Corporate Ownership A World Bank study covering nine Asian countries finds that firms in Japan and Taipei.2 4.4 6. Across industries.3 7. 33.7 7.6 68.4 26.8 11.0 7.9 3. on average.5 Average for 1990-1998 period. Source: Comprehensive Listed Company Information Database. Indonesian.6 Top-Five Ownership Concentration of Publicly Listed Companies in Thailand.3 16.9 55. one would expect the public.0 56.3 5.7 12. But with their increased reliance on new varieties of equity and debt instruments. Unfortunately.1 7. these companies obtained funding solely from banks or from their own retained earnings.4 percent of outstanding shares. and Hong Kong.5 28. Table 4.China have the least concentrated ownership. The Public Company Act of 1992 allowed ownership and control of these companies to remain with the founding families even as they became increasingly dependent on nonfamily resources.6 4.7 11.6 27.9 4.9 11.7 percent.4 26.9 6. Ownership was most concentrated in the packaging. there were only slight variations in the pattern. with the top three shareholders accounting for almost 50 percent (Table 4.9 52. China firms have the highest single shareholder ownership concentration at 35.3 percent.6).0 3.6 28.7 6.0 7.9 percent of shares of a company.1 5. and 28.2 11. In contrast. and minority shareholders to stake their claim in the control and regulation of these companies.8 5.0 3.9 54.1 5. Most large Thai corporations listed on SET started out as family businesses.Chapter 4: Thailand 241 4.3 11.9 26.4 5.0 5.9 3. Ownership Concentration Between 1990 and 1998.1 percent of control rights.4 26.2 4.4 6. Thai.1 4.3 percent and 18.0 53.3 28.6 57.1 12. this was not the case.1 3.1 5. Stock Exchange of Thailand. creditors.4 4.9 52. This implies that the top five shareholders enjoyed full control over the outcomes of shareholder meetings.8 32.3. .2 56. In the past.3 7. 56. respectively.
Vol. year.7 Statistical Relationships between Corporate Profitability.003 0.7 percent of outstanding shares on average (Table 4. and ownership types. Source: Author’s estimation based on the Pacific-Basin Capital Markets Database compiled by the University of Rhode Island. On the other hand.001*** 0.022*** 0.8).072) (0. Through these holding companies.647 Note: The regression included dummy variables for industry.005** 0. ** at the 5 percent level.116) Debt-to-Equity (1. founding families maintain effective control of entire groups.001) 0. and building and furnishing industries. Company size is significantly related to ROE and leverage.080 6.533)*** Debt-to-Assets (0.034*** 0.242 Corporate Governance and Finance in East Asia.058* ROE (0. Composition of Controlling Shareholders Affiliated corporations comprise the largest group among the top five shareholders of publicly listed companies.115 9. *** at the 1 percent level. Leverage. results show a significant positive relationship between ownership concentration and financial leverage. Based on a regression analysis. II agribusiness.029 3.037 0. owning 26. and Company Size Item Intercept Top Five Ownership Concentration Company Size Adjusted R-Squared F-Statistic ROA 0. as measured by debt-to-equity and debt-to-asset ratios. Other industries had their top five shareholders controlling at least 55 percent of outstanding shares. Ownership Concentration. there is no statistically significant relationship between ownership concentration (measured by percentage of shares owned by the top five shareholders) and profitability of Thai publicly listed companies (Table 4. with a top-five ownership concentration of at least 60 percent.169*** 0.7). These are consistent with the hypothesis that companies with more concentrated ownership tend to engage in higher debt financing because their controlling owners do not want to dilute their control by bringing in new equity holders.800 0. US. including those that are publicly listed . Table 4. It is the practice of Thai corporate founding families to set up holding companies to own shares in affiliated companies or subsidiaries. * Denotes significance at the 10 percent level.001 0.031 3.090 0.
8 1.9 6. a company listed in the real estate sector of SET. 1990-1998 Year 1990 1991 1992 1993 1994 1995 1996 1997 1998 Average Company 28.3 1. averaging about 18.6 1.Chapter 4: Thailand 243 Table 4.3 27.3 — = not available. Stock Exchange of Thailand.9 18. The roster of its major shareholders as of December 1997 illustrates the typical ownership concentration of a publicly listed company in Thailand. .6 1.6 25. one of the founding members. The largest shareholder is Central Holdings Company. The ADB survey indicated that listed companies held shares in an average of 11 companies. In 1994.7 5. Established in 1980 with a registered capital of B300 million. Typically.9 0.3 27.5 1.8 Top-Five Shareholder Composition of Publicly Listed Companies in Thailand.5 percent.7 0.7 — 1.5 5.6 5.5 1.1 4.5 Individuals 13. The top 10 shareholders include a holding company owned by the Tejapaibul family.6 1.3 27.4 22.0 17. including finance and investment companies. the company increased its registered capital and became a public company listed in SET.3 percent of outstanding shares.8 28.4 1.2 18.0 3.9 15.9 19. a NBFIs denotes nonbank financial institutions.6 percent of outstanding shares.5 0.8 0. This practice is illustrated by Central Pattana.5 Government Other 0. in SET. In addition.5 0.3 20. Individual family members also hold a significant amount of outstanding shares. operates five of the most successful shopping malls in Thailand. with 29.8 23.5 26.5 0.0 18.9 7.0 19.4 20.3 0. owned by the Chirathivat family.5 2. individual members of the Chirathivat family aggregately hold 25. unlike in Japan where crossshareholding is common. the affiliate firms rarely hold shares of their parent companies. the company. Although holding companies set up affiliate firms.4 1.7 1.1 1.6 28.2 5.4 1.2 1. These individuals usually hold important management positions in concerned companies.7 Bank 2.1 1.1 0.5 NBFIsa 6.3 1. a joint venture among three families. founding families and their relatives maintain control of many companies by jointly holding on to the most significant chunk of shares.2 1.2 7. Source: Comprehensive Listed Company Information Database.3 1.
. roles. duties. About half of listed companies have nonbank financial institutions such as finance and investment companies in their top-five shareholder list. Across industries.244 Corporate Governance and Finance in East Asia. Another example is Bangchak Petroleum Plc. Only a handful of companies have the Government among their large shareholders. only one tenth of listed companies have commercial banks on their top-five shareholder list. Although the list of top shareholders of publicly listed companies includes financial institutions. these shareholders are able to control the company. Together. In such cases. both conducted in 1999. 4. The Government holds. holdings by individual family members and holding companies account for at least 50 percent of outstanding shares of an average listed company.3. Vol. However. on average. the Government’s role in public companies is expected to decline. and a state bank. they exercise limited influence in operations because of the restricted size of their shareholdings.1 percent of total outstanding shares of listed companies. 1. has the Ministry of Finance as its only large shareholder with 92. On average. they account for 80 percent of total outstanding shares.5 percent of total outstanding shares. where the top three shareholders are the Ministry of Finance. Thai Airways International Plc. qualification. Nonbank financial institutions hold an aggregate 5. There was a trend of rising government shareholdings throughout the period 1990 to 1998. the Petroleum Authority of Thailand.9 percent of outstanding shares. 3 Discussions in this section are based on results of company surveys by SET and ADB. By owning 62 percent of voting shares. and responsibilities of directors of public companies.2 Corporate Management and Control3 Board of Directors The Public Company Act of 1992 stipulates the appointment process. with the envisioned privatization master plan. commercial banks account for only 1.5 percent of total outstanding shares of listed companies. the top 10 shareholders consist predominantly of members of founding families and their holding companies. In effect. Moreover. the Government owns the majority of the shares.. the predominance of individual family members and holding companies in the top shareholder list remains valid. For example. Except in the hotel and travel service sector. II another of the company’s founding members.
If found in violation of these provisions. The ADB survey indicated. Chair of the Board and Chief Executive Officer The SET survey showed that about 73 percent of listed companies had a separate executive (management) board. Meanwhile. Unless stipulated in public companies’ articles of association. In their business conduct. and to comply with the laws and articles of association. directors are required to act with care and honesty for the company’s best interest. directors may be imprisoned or fined. Some companies (36 percent) had five to six main board members holding seats in their executive boards. while 30 percent of respondent companies held board meetings monthly. while 15 percent of respondents went beyond the requirement. A survey by SET found that the majority (58 percent) of the 202 responding companies held their board meetings every quarter. In addition. the ADB survey found that 31 companies (out of 46 responding) required outside directors to be present at all board meetings. Three companies indicated that the CEO and the chair were close relatives. In five other companies. Nineteen companies stated that selection was based on professional qualifications. Many companies have a formal policy on corporate governance and business ethics. the majority (71 percent) had board chairs who were also members of top management teams. directors could be compelled to compensate the company for damages arising from their misconduct. meanwhile.Chapter 4: Thailand 245 Directors are required to meet minimum qualifications specified under the SEA of 1992 and the Listing Rules issued by SET. The appointment of the chief executive officer (CEO) needed approval during the AGSM in 11 of the responding companies. . an executive board consists of senior management and some main board members. Almost all companies (98 percent) exceeded the minimum required five members in their Board of Directors. Most companies (83 percent) satisfied SET’s requirement of having two independent board members. that only in two of the 46 responding companies were the chair of the boards elected based on the extent of their shareholdings. but not in 22 others. Although 28 percent of the chairpersons came from the ranks of independent outside directors. selection was based on relationships with controlling shareholders. Generally. directors shall be elected at the annual general shareholders’ meetings (AGSMs).
In 25 companies. Twenty-five of the 46 respondents to the ADB survey declared adherence to all relevant international standards.246 Corporate Governance and Finance in East Asia. the majority of the companies (77 percent) did not have outside directors as members of their remuneration committees. II Compensation of Directors. Half of the companies in the SET survey had a separate remuneration committee. Fourteen other companies had profit-related incentive schemes in addition to fixed fees. Chair. However. Vol. SET’s attempts to bring accounting practices to international standards have included requiring listed companies to consolidate all liabilities— including those on off-balance sheets—in their financial statements beginning June 1998. The SET survey found that the majority of listed companies (81 percent) still have no separate audit committee. the auditor is not . Where different. Also. In one company. however. Audit Committees and Accounting Standards Since January 1999. Three companies allowed their management to determine the chair’s compensation package. and CEO The majority of company respondents to the SET survey provided similar compensation packages to internal and external directors. The directors’ compensation was determined largely by the Board of Directors except in 19 percent of the companies surveyed where a remuneration committee was in charge. while 19 companies observed only some of them. with 41 firms admitting the use of services of international auditing firms. All respondents confirmed the use of external auditors. Directors with managerial responsibility or those related to major shareholders cannot be members of such audit committees. all listed companies have been instructed to establish audit committees to be responsible for examining the quality and reliability of company financial statements. not an independent assignment. these were attributed to variations in the extent of duties and responsibilities assumed by those directors. The ADB survey indicated that 18 of the 46 responding companies compensated their chairpersons using a fixed-fee schedule. Companies already with audit committees did not have independent outside directors as audit committee members. These committees were mainly responsible for determining compensation for senior and regular staff. the work of this committee was often considered part of the executive board’s responsibilities. the remuneration packages had to be approved during AGSMs.
Relationships between firms and external auditors are generally long-term. although recently. SET’s rules and regulations closely follow this Act. or other financial instruments. Forty-four companies indicated that they had proxy voting in place. averaging about 14 years. Shareholders are also entitled to call emergency meetings and present proposals at AGSMs. there are also significant gaps in the system of shareholder protection. likewise. as well as the registration and holding of shares. with 13 companies allowing proxy voting through mail. As a result. the institutional machinery is not fully responsive to complaints about violation of shareholder rights. shareholders can claim compensation in cases of negligence or dishonesty by management. and the Bank of Thailand— are not clearly defined. including false statements to conceal information about the financial condition and operations of the company during the sale of shares. remuneration. At least 28 responding companies had the following . most responding companies have rules and regulations intended to protect shareholders. SEC. stipulates the proper conduct of shareholder meetings. (iii) Because the chair is frequently also part of the top management team. According to the ADB survey. (ii) The prudential role of outside directors is limited by the noncompulsory character of their participation in key decision-making bodies such as the audit. Proxy solicitation tends to be abused to the extent that shareholders are inadequately informed about matters to be taken up in shareholder assemblies. debentures. The Act also holds directors liable for any damage to shareholders. (iv) The roles and responsibilities of the major government agencies regulating shareholder rights—the Ministry of Commerce. In the majority of these companies (38 out of 46 respondents). However. there is the danger that top management may be capable of unduly influencing the board’s decisions. the Securities and Exchange Commission (SEC) and SET were actively prosecuting violating firms. While safeguards are in place. the corporate sector lacks a strong self-regulatory body to compel compliance with these standards. For instance. Minority Shareholders and their Rights Many different rights and entitlements of shareholders are laid out in the Public Company Act of 1992. The majority of the companies (85 percent) require the appointment of external auditors during annual general meetings. shareholders have access to reliable information at no cost. The Act.Chapter 4: Thailand 247 independent from the company. SET. (i) No standards are enforced in the content and timing of notices for shareholder meetings. and executive committees.
But with the ownership concentration of Thai companies. the new Public Company Act of 1992 inadvertently weakened the governance of public companies by diminishing minority shareholder rights. In effect. Banks would be obvious candidates to implement these mechanisms. The SEA of 1992 and the listing rules also contain provisions for the protection of shareholders against transfer pricing. . Almost 82 percent of shareholders. however. The difficulty minority shareholders have in exercising their rights can be seen from the ADB survey results. and mandatory disclosure of related interests and significant shareholders’ transactions. Only a small number of shareholders attended the latest AGSMs. Although the attendees held. on average. II mechanisms in place: mandatory shareholder approval of major transactions and interested or related party transactions.3. 4. minority shareholders may also appoint an outside inspector to examine the company’s operations and financial condition. In theory. On paper. Vol. In practice. such protection has been insufficient. representing only about 28 percent of shareholdings. it would be difficult for minority shareholders to gather the shares needed to take action. 66 percent of total outstanding shares. takeover of the company.248 Corporate Governance and Finance in East Asia. they comprised only 8 percent of total shareholders. the only group of shareholders that can exercise rights is the top five shareholders. The ADB survey results reveal that the proposals presented by management were rarely rejected during the general meetings. These problems appear to be partly a result of the relaxation of the rules and regulations in the original Public Limited Company Act of 1978. But the exercise of these rights requires even higher shareholding levels. While stimulating the growth of the sector. given their importance in providing finance and their stake in companies. and insider trading.3 External Control Control by Creditors The fact that insider control in Thai companies is very strong should compel a search for alternative external control and monitoring mechanisms. minority shareholders are assured adequate legal protection. and call an extraordinary session. Written law and its enforcement diverge partly because of a provision that shareholders who take action against erring directors must have at least 5 percent of the total number of shares. did not vote in previous AGSMs.
which could cause a delay by at least a year. There were many options. The old bankruptcy law in Thailand also made it difficult for creditors to obtain payment against bankrupt borrowers. Eleven companies stated that creditors usually exercised whatever influence they had on management through covenants regarding the use of loans. Only 28 of the responding companies in the ADB survey indicated that their creditors required such feasibility studies. Apparently. they resort to borrowing. However. creditors’ collateral requirements were tightened after the crisis. to solve debt repayment problems. Leverage allows the assets and operations of the company to grow without diluting corporate control. as the ADB survey confirmed. however. Normally. Under a weak bankruptcy system. the majority believed that creditors had little influence on company management and decision making.Chapter 4: Thailand 249 Historically. 17 indicated that only some of their creditors had such a requirement. Actual bankruptcy proceedings took more than five years on average. Seven of the companies responding to the ADB survey indicated that all their creditors required collateral. For 20 of the 46 responding companies. Thailand has relied on commercial banks and finance companies to channel funds to private enterprises. such as that seen in Thailand before the crisis. other than losing control. including procedural disputes. Debtors had many handles to stall the bankruptcy process. while 18 said none of their creditors required collateral. Among 16 companies in the ADB survey whose loan applications in the last three years were rejected. The presence of collateral usually diminishes banks’ incentives for screening project feasibility and monitoring project implementation. while loans for fixed investment were also more likely to be supported by collateral. a company’s reputation and its long-term relationship with creditors sufficed in many instances. The impact of the financial crisis on credit eligibility and supervision requirements has been significant. borrowers seldom lose control to creditors even when they default and become insolvent. Only three companies thought otherwise. 11 experienced rejection after the crisis started. In the end. when insiders want to expand their company’s operations without losing control. . One tempering mechanism that could inhibit the excessive use of borrowing is the threat of losing control in the event of bankruptcy. Fifteen of the 20 companies that had to renegotiate loan repayment with creditors in the last five years did so after the crisis. creditors do not always require project feasibility studies or business plans in granting loans. Most companies reported that banks were more likely to require collateral.
if the purchase of shares implies a change in the directors or business activities. with a total tender offer value of B42. there were only six tender offers. a person who acquires more than 5 percent of issued shares must file a report with SEC one day after the date of acquisition. there are two categories of merger and acquisition activities with associated regulatory measures. It will take years. and failed to provide managers with strong incentives to perform efficiently. II The financial crisis has presented a unique opportunity for reinventing the framework for corporate bankruptcy and for creating regulatory and judicial precedents. In this case. (ii) an advertisement regarding the tender offer must be placed in major newspapers for at least three consecutive days. There are detailed requirements regarding such notification.3 billion (Table 4. The company has 21 days to evaluate the tender offer and submit a report to SEC and all shareholders. which is a general offer made to shareholders of a company to acquire at least 25 percent of outstanding shares.3 billion. its main role is to ensure transparency and fairness. Vol. the minimum tender offer was reduced to 10 percent and some procedural modifications have also been introduced. of shareholders: (i) all shareholders must receive tender offers. The market for corporate control has not been active in Thailand. Since the introduction of the Public Limited Company Act of 1978. Recently. Although merger and acquisi- . The second category is the tender offer. The Market for Corporate Control The SEA of 1992 was the first legislation that stipulated rules and regulations regarding the market for corporate control. The first category is the acquisition of shares in the open market. however. with a significantly lower total tender offer value of B8.9). before the extent to which the bankruptcy framework has been strengthened becomes clear. Such efforts would serve to strengthen external discipline on controlling owners. whether directly or indirectly. there were 41 cases of tender offers. The dearth of tender offers before the crisis suggests that the Thai capital market did not offer a venue for imposing market discipline on corporate management. The situation remained sluggish in 1997 at nine tender offers and a further decline in total offered value. In 1994 and 1995.250 Corporate Governance and Finance in East Asia. SEC was later made responsible for regulating corporate takeovers. In 1996. According to the SEA of 1992. and (iii) tender offers will be effective 30 days after the report has been filed with the SEC. only a limited number of successful mergers of public companies have taken place. SEC has no authority to either approve or reject tender offers.
2 8.Chapter 4: Thailand 251 Table 4. they have mostly been concerned with short-term gains.2 6.1 75. The number of domestic institutional investors rose after the mutual fund industry was established in 1991.9 Merger and Acquisition Activities.2 6. employee participation in corporate governance in Thailand. Pension funds are perhaps even weaker in Thailand. employees regard the plans as monetary incentives. While the Thai mutual fund industry compares well to those in other developing countries in the region.1 84.3 6. Since 1994. 1993-1999 Year 1993 1994 1995 1996 1997 1998 1999 a Tender Offer Valuea (B billion) 5. Eleven of the 46 responding companies in the ADB survey offer ESOPs. Because of the current crisis.1 58. Even when companies offer ESOPs. tion activities increased after 1997. But instead of opting for an active role in the market for corporate control.3 11. Source: Securities and Exchange Commission of Thailand.5 6. most of these were forced mergers or related to rescue packages.3 60.0 B billion 4. but employees have never been represented in the board of directors since their shareholdings are minimal.2 7. employees are even less willing to accept common shares as a form of compensation or benefit.8 8 27 14 6 9 13 23 Tender offer value refers to the minimum offer value. Few companies offer employee stock option plans (ESOPs). Employee Participation in Corporate Governance There has been little.6 17. Provident funds for government workers and workers in public enterprises have been established only recently. it remains small. Twenty-nine firms indicated that employees held shares of their companies.0 55. but the average shareholding is smaller than 1 percent of total outstanding shares. . not with a view to becoming involved in actual management. if any.4 23.7 Purchase Value Number of % of Tender Offer Value Companies 84.8 81.9 3.7 11. trading by mutual funds in SET represented less than 10 percent of total trading.1 19.
1 Corporate Financing Overview of the Financial Sector A breakdown of the Thai financial sector for the period 1992-1999 (Table 4.0 SET Market Capitalization 1.5 4.2 262.325.193.1 Domestic Debt Securities Outstanding 215.171.3 5.268.10) shows that Thailand is a highly bank-dependent economy.119. The total values of loans from financial institutions and commercial banks were consistently larger than the market capitalization of SET. total assets of commercial banks amounted to B5. The Banking System Until recently.4 519.669.5 6. the next four largest banks accounted for 63 percent. .4.430.5 4.1 6. there were 29 commercial banks. Vol.0 3.564.912.037. The country’s largest bank.1 5. Competition from foreign banks was limited as they were not allowed to engage in full branch operations. The share of domestic banks in the banking system’s total assets was 80 percent. Thai Bond Dealing Centre.5 5. and Bank of Thailand.0 8.390.559.10 Size and Composition of the Thai Financial Sector.3 1.8 3.6 1.4 4.252 Corporate Governance and Finance in East Asia. 15 of which were domestic banks.979.1 7.1 3.161. The bond market played only a marginal role in corporate financing.485.300. Many large commercial banks had affiliates among the 93 finance companies that served the high-risk market.663.133. Table 4.4 3.230. Bangkok Bank Ltd.372.775. In 1996.6 2.3 546.0 424. II 4.477. accounted for 28 percent of the banking sector’s total assets.5 trillion.0 339.906.6 6..2 2. although its role increased in the wake of the crisis.4 Year 1992 1993 1994 1995 1996 1997 1998 1999 Source: Stock Exchange of Thailand.4 4. 1992-1999 (B billion) Outstanding Loans from All Financial Institutions 2.360.8 941. the banking sector was highly concentrated.4 1.5 Outstanding Loans from Commercial Banks 2.9 2.825.1 3.
an over-the-counter market. banking.3 trillion.2 trillion. owning 70 percent of the country’s second largest bank. After that. and almost all capital account transactions were deregulated. the SET index declined. SET immediately recovered due to the strength of the Thai economy. Many company founders did not want to release even a small portion of corporate ownership and refused to go public. 12 existing foreign banks. The Government removed controls on capital and dividend repatriation in 1991. Licenses were granted to 15 Thai banks. Despite the worldwide market crash in 1987. Stock prices tripled in the next three years until the market experienced its first crash as a result of the Gulf Crisis in 1990. the Government established the BIBF to expand the banking sector and reduce the borrowing costs of Thai companies. In contrast. In the following years. SET was not very active. Banks under the BIBF scheme were allowed to mobilize funds from abroad and lend to Thai companies in foreign currency. and property have accounted for the bulk of trading volumes. due to their close ties. the Bangkok Stock Dealing Center (BSDC). also made it unattractive to raise capital from the equity market. the liberalization of interest rates and capital account transactions stimulated a credit expansion through short-term borrowings in foreign currency.8 in 1998. Through the years. The number of listed companies also quadrupled between 1981 and 1993. was set up by 74 members with an initial capital of B500 million. The Equity Market During the first few years of its operations. BSDC is a nonprofit. reaching 355. Benefiting from rapid economic and industrial growth. SET is organized into 32 major industries. In 1993. and 20 new foreign banks. Some 347 companies were listed in the same year with a total market capitalization of B3. finance. the stock market entered its first boom period in 1986. Banking activity peaked in the mid-1990s.Chapter 4: Thailand 253 The Government was also a major figure in the banking system. Because borrowers carried the exchange rate risk. the market rose steadily and reached a record high in the fourth quarter of 1993. Turnover value reached B2. hardly any progress was made in lowering the cost of domestic financial intermediation or in developing new financial instruments for corporations. Easy access to commercial bank loans by family business groups. BIBF banks also enjoyed tax incentives on their operations and profits. In 1995. The lack of supply of quality shares was a big problem for SET at that time. self-regulatory organization under the .
It separated the primary and secondary markets to promote more flexible and effective supervision of both. which consist of SET and BSDC. and securities registrar. each holding no more than 0. Its main role is to serve as a secondary market for unlisted companies trying to raise capital. but dropped the following year to B122 million. After initial public offerings.5 percent and collectively owning at least 30 percent of paidup capital. the BSDC was dissolved in 1999. If approved by SEC and the SET Board of Governors. In 1996. Authorized companies were those with a minimum of 200 shareholders owning collectively at least 25 percent of paid-up capital. financial projections.8 billion in 1996. Before 1993. so now only listed companies are traded in SET. . with each facing different listing requirements. If the issue is oversubscribed. Only one security was listed in BSDC in 1995 and two more in 1996. Listed companies were those that had (i) paid-up capital of at least B20 million. stock trading can commence within five days. A company wishing to qualify for listing in SET must file an information booklet (prospectus) with SEC and SET. The primary market is supervised by SEC. however. II jurisdiction of SEC. SET. and pro forma balance sheet and income statements. Turnover value was B1. among other functions approved by SEC. The listing application should be submitted concurrently to SEC and SET. also acts as a clearinghouse. the two classifications were merged. In July 1990. The allocation procedure is nondiscretionary. lottery drawing must be used to ensure fairness. The SEA of 1992 installed the legal and regulatory framework for Thai capital markets. approved by SET. which has a legal mandate to examine a company’s financial status and operations before allowing it to issue securities to the public. SET’s primary functions are to serve as a center for the trading of listed securities and to provide the essential systems needed to facilitate securities trading. SET established new requirements for initial public offerings. Vol. to assist in the public offering process. According to the SEA of 1992.254 Corporate Governance and Finance in East Asia. Company applicants must have an established history of operating under substantially the same management. Consequently. and (ii) a minimum of 300 shareholders. securities can be traded in the secondary markets. Proposed changes in capital must be submitted for approval to SET accompanied by a detailed memorandum outlining the use of proceeds. there were two kinds of companies in SET—“listed” and “authorized” companies. In 1998. The company should then appoint a financial adviser. turnover value was negligible and the BSDC Index remained flat throughout 19961998. securities deposit center.
the market for these bonds has been slow owing to the change in the Government’s original policy of requiring the use of state-guaranteed bonds as legal reserves. the first bond rating agency in Thailand. The Thai bond market was also smaller than that of Malaysia (56 percent of GDP) and the Philippines (39 percent of GDP) in that year. the year the Ministry of Finance first issued government bonds to finance infrastructure projects and economic development. was also instrumental to the growth of the corporate debt market. the Government issued more bonds to finance industrial development projects and perennial deficits. The corporate sector played a limited role in the bond market in the early years because of the complicated rules and regulations in effect at that time. and the Government did not issue new bonds during 1990-1997. however. led to the renewed issuance of Government bonds to finance the resurgent budget deficit and support cash-strapped financial institutions. The proportion of domestic convertible debt instruments increased until 1995. State-owned enterprises became active issuers of bonds since 1993 because the Government constrained their borrowings (Table 4. However. The recent financial crisis. Upon its founding in 1942. it represented only 9 percent of GDP. The bond market in Thailand started in 1933.9 billion. The Thai Rating Information Services. in 1994. it accounted for a small share of the entire financial sector. To gain some perspective of the size of the bond market in Thailand. Four years after the passage of the SEA. Companies generally issued short-term debt instruments like promissory notes or bills of exchange. compared to 110 percent in the US and 74 percent in Japan in the same year. . which encouraged limited companies and public companies to issue debt instruments. the Bank of Thailand assumed responsibility for regulating the bond market. Investors had limited knowledge of debt instruments. A turning point of the corporate debt market was the enactment of the SEA of 1992. while secured debt instruments accounted for just above 10 percent. Beginning 1961. In 1996.Chapter 4: Thailand 255 The Bond Market The Thai bond market has played a marginal role in corporate financing until recently. at about 11 percent of the total value of outstanding loans extended by commercial banks and 20 percent of total equity market capitalization.11). A breakdown of domestic offerings of corporate debt securities from 1992 to 1996 shows that unsecured debts accounted for about 60 percent. the size of the corporate debt market rose to B132. The budget surpluses of the 1990s eliminated the need for new bond issuance.
a surge attributed to capital inflows encouraged by high returns on Thai bonds.1 — — 6.9 40.9 20.2 57.8 31.9 5.9 37.0 — 26.3 6.4 billion.3 29.8 Source: Securities and Exchange Commission of Thailand and the Thai Bond Dealing Centre.7 — — — — — — — 77.0 5.1 59.7 90.3 — — 3.1 61.3 13.11 Offerings of Debt Securities.8 167. the year the crisis unraveled and the baht was floated.6 — — 0.7 7.7 132.2 — — 50.5 37.3 46.7 28.2 43.5 10.0 86.7 821.6 — 0.5 55. turnover value had reached B51.3 140.5 — — 32. A sharp rise in unsecured offshore debt offerings can be noted all the way through 1996.7 — — — — — 4.5 — — — 3.3 22.2 28.1 141.4 57.1 289.8 191.7 — — 40.5 138.3 8.3 — 14.1 41. The decline in total domestic debt offerings in 1996 can be ascribed to the increase in offshore convertible debts.5 — — — — 1. by the end of 1997.2 39. .1 21.0 33.4 — 26.1 — — — 29.3 50.4 110.1 8.8 47.0 333.0 7.6 billion.4 — — — 1.9 30.7 5.1 6.1 121.256 Corporate Governance and Finance in East Asia. this had climbed to B200.2 2.1 12.1 10.5 5. Vol.7 0. By 1995.5 — 0. The following year.6 19.0 17. 1992-1999 (B billion) Item Government Bonds Treasury Bills State Enterprise Bonds Guaranteed Nonguaranteed Other Government Bonds Corporate Bonds Domestic Secured Unsecured With Warrant Convertible Short-Term Offshore Secured Unsecured With Warrant Convertible Total 1992 1993 1994 1995 1996 1997 1998 1999 — — — — — — 400.7 95.8 55.7 0.2 45.0 — 5.3 46.5 billion.1 55.2 89. BDC was established in November 1994 by 50 securities companies based on the provisions of the SEA of 1992.0 60. However.1 315.0 0. The domestic debt market declined after 1994 because corporations could borrow offshore at lower costs.0 281. then declined substantially in 1996 and 1997. Total offshore debt offerings peaked in the run-up to the financial crisis. The club was considered the first organized secondary bond market in Thailand to serve as the wholesale market for debt securities.5 43. total offshore debt offerings had plunged by 68 percent to a mere B28.9 37.4 — 9.9 0.3 3.7 5.4 49.9 329.1 107.0 27. II Table 4.0 26.4 7.7 538.5 — 39.8 2.0 — 5.
For the construction industry. From 1990 to 1996. The ratio of net working capital to total assets decreased from a peak of 31 percent in 1993 to 28 percent in 1996.1 billion in 1998. Longterm loans accounted for about 20 percent of total liabilities. these accounted for 33 percent of total liabilities. In any case. and marketable securities holdings. listed companies experienced liquidity problems with declining reserves of cash and marketable securities during the period 1990 to 1996 (Table 4. steadily easing up between 1990 and 1996. cash balances. with equity levels remaining high despite an increase in debt. Thailand’s publicly listed companies rely mainly on loans from commercial banks and financial institutions to finance their growth. significant variations can be noted. turnover value plummeted to B106. The overall trend is consistent with the decline in profitability observed in the analysis of corporate sector performance earlier. In addition. Construction and property development industries tended to have high proportions of long-term loans and debentures. Turnover fell further to B72. In 1997. The proportion of accounts receivable also declined steadily. The average for all industries was only 22 percent.2 Patterns of Corporate Financing An examination of financing patterns among Thai companies listed in SET shows that on the asset side. a trend most apparent in the leap between 1991 and 1992. Companies in construction and property development seemed unable to generate internal funds. Across industries. The closure of 58 finance companies affected the BDC significantly since half of its members were suspended as a result.Chapter 4: Thailand 257 compared with investment in equities.4.12). they also had a relatively small proportion of equity and . 4. BDC was renamed “the Thai Bond Dealing Centre” following its status upgrade to a bond exchange. while for the property development industry. Equity financing remains an important part of listed companies’ long-term financing. overall asset quality and liquidity of listed Thai companies deteriorated throughout the period. judging by their relatively low levels of retained earnings. short-term loans accounted for more than 40 percent of total liabilities. There was also little change in the trend in retained earnings within the seven-year period. these comprised 31 percent. In the same year. the use of debentures remains minimal even though the trend was generally upward until the 1997 crisis.2 billion as a result of the default of debentures due to the Asian crisis. Retained earnings accounted for about 30 percent of total equity financing. At lower than 5 percent of total liabilities.
2 17. 1990-1996 (percent) Item All Years 1990 1991 1992 1993 1994 1995 1996 2.2 16. Analysis of common-size statements by ownership concentration (based on the levels of top-five ownership concentration classified as high.5 0.9 14.8 25.8 37.6 0.8 37.2 1.13).7 15.3 50.5 1.2 42.2 2.4 49.3 21. medium.6 0.1 5.4 17. compared with the 44 percent general average.4 7.9 14.3 34.6 0.6 36.3 18.6 15.2 2. The agribusiness industry relied more heavily on short-term loans at 56 percent of the industry’s total liabilities.1 17.2 3.2 2.4 48.9 20.6 0.0 100.2 22.0 100.4 2. and low) also underscores that companies with high ownership concentration had high levels of long-term loans (Table 4.7 0.8 46.8 3.6 18.6 38.0 100.2 17.0 100.4 14.0 1.5 9.9 17.9 10.6 6.6 21.8 6.9 14.3 2.9 49. Printing and publishing companies had lower financial leverage than companies in other industries.5 1.9 15.0 7.5 43.8 9.0 100.8 21. II Table 4.7 16.0 51.8 9.3 14.0 15.0 100. were highly leveraged.2 16.2 35.5 9.9 6. US.9 17.6 10.3 6.9 3.2 43.9 14.6 2.9 2.0 10.2 17.6 8.0 100.7 14.6 13.8 20.0 100.9 0.9 12.3 17.7 52.0 14.0 100.3 18.0 2.5 14.9 16.4 8.4 21.8 7.0 100.7 1.2 2.8 8.2 17.2 1.0 Assets Cash Marketable Securities Accounts Receivable Inventories Other Current Assets Total Current Assets Net Fixed Assets Other Assets Total Assets Liabilities and Equity Accounts Payable Short-Term Loans Other Current Liabilities Total Current Liabilities Long-Term Loans Debentures Other Liabilities Total Liabilities Capital Stock Paid-In Capital Retained Earnings Total Equity Total Liabilities and Equity Source: Pacific-Basin Capital Markets Database compiled by the University of Rhode Island.0 6.0 100.0 48.1 49.6 51.9 40.0 10.6 11.9 14.8 1.9 38.6 100.2 34.7 9.5 11.1 2.1 36.3 34.6 100.4 49.7 7.5 1.2 45.8 34.3 25.7 36.7 50.0 12.3 14.9 6.0 13.4 17.4 6. The level of total liabilities for the group characterized by high ownership concentration .2 12.3 1.8 35.9 43.8 14.2 1.3 48.3 1.1 7.4 43.8 10.0 100.6 22.3 49.7 18.8 17.258 Corporate Governance and Finance in East Asia.6 14.6 12.0 100.3 12.12 Common-Size Statements for Companies Listed in SET.7 17.2 15.7 16.5 37.1 13.6 50.9 50.1 18.9 18.3 38.1 50.0 100.2 43. Vol.8 19.
4 13.9 100.0 6.9 2.8 13.0 7.2 45.9 7.0 100. common equity accounted for a smaller proportion of total assets (47 percent) than companies with lower ownership concentration.2 11.4 37.7 percent for medium ownership concentration companies and 49.5 percent for low ownership concentration companies.6 2.8 37.5 21.0 6.0 14.3 35.4 1.0 19.3 1.6 100.6 9. This is consistent with the observation that majority shareholders try to maintain their control by utilizing debt as a major source of funds.3 1.4 49.Chapter 4: Thailand 259 Table 4.9 50.2 8.2 14.9 16.6 14.6 0.5 11.8 12.0 Source: Pacific-Basin Capital Markets Database compiled by the University of Rhode Island.0 100.1 18.4 3.8 13. was 53 percent of total assets compared with 49.1 49. 1990-1996 Degree of Ownership Concentration Item Assets Cash Marketable Securities Accounts Receivable Inventories Other Current Assets Total Current Assets Net Fixed Assets Other Assets Total Assets Liabilities and Equity Accounts Payable Short-Term Loans Other Current Liabilities Total Current Liabilities Long-Term Loans Debentures Other Liabilities Total Liabilities Capital Stock Paid-In Capital Retained Earnings Total Equity Total Liabilities and Equity High 2. .9 0.0 41.2 22.7 19.7 17.4 7.9 36.5 18.2 0.4 18.0 16.7 12.6 15.9 21.3 16.1 53. Companies with medium ownership concentration tended to have a higher proportion of short-term loans.6 47.0 Low 1.5 13.1 36. For the high ownership concentration group.3 8.4 50.1 44.5 100. US.3 100.13 Common-Size Statements of Public Companies by Ownership Concentration.4 35.0 Medium 2.6 22.
7 percent in 1996.6 7. bond issues overtook loans from commercial banks as the second preference.1 31.7 28. After the crisis. More important.3 Source: Estimated from the Pacific-Basin Capital Markets Database compiled by the University of Rhode Island.1 144.9 14.14 Financial Ratios of All Listed Firms. however.8 65.7 12. was the headlong deterioration of firms’ ability to meet their interest payment obligations.0 50.8 percent in 1990 to 52. The direct relationship between the degree of leverage and the degree of ownership concentration is apparent in Table 4.5 38. Generally.5 52.0 145. followed by bank loans.7 11.14). 1990-1996 Ratio Times Interest Earned Total Debt to Equity (%) Long-Term Debt to Equity (%) Total Debt-to-Assets (%) Long-Term Debt-to-Assets (%) Net Working Capital-to-Assets (%) Operating Capital-to-Assets (%) 1990 1991 1992 1993 1994 1995 1996 8.4 139.1 23.4 5. minimization of transaction and interest costs.6 138. Vol.7 66.2 68.15.8 5.7 12.8 51.3 61. these firms more easily increased their leverage.6 125.4 51. The ratio of total debt to total assets increased from 50.1 16.9 63. and rights issues.1 31. The TIE ratio declined from its peak of 7.1 16. While further detailed investigations are necessary.1 52.260 Corporate Governance and Finance in East Asia. Table 4.3 31.7 34. Such deterioration of financial positions during the period was a common feature of listed companies.4 12. bond issues.1 in 1996.7 in 1994 to 5. Short-term debt accounted for most of the increase. US.4 7. it would seem that firms with concentrated ownership and associated links to the banking system have easier access to debt financing. An overall picture of SET-listed companies’ financing and investment patterns in the 1990s shows a steady rise in the use of financial leverage (Table 4. the choice of financing is determined by the company’s liquidity considerations.6 41. and maintenance of the existing ownership structure.2 49.7 34.0 25.1 44.1 64. however. II Results from the ADB survey reveal that Thai companies preferred to use reserves and retained earnings as their first choice of financing. . The financing patterns indicate that companies with high ownership concentration were more highly leveraged than companies with medium and low concentration.0 28. As a result.7 5.9 140.8 65.4 44.9 51.2 35.8 151. especially from 1994 to 1996. thus rendering them more vulnerable. Public companies relied more on short-term debt financing in the period before the financial crisis.9 7.
1990-1996 Degree of Ownership Concentration Ratio Times Interest Earned Total Debt to Equity (%) Long-Term Debt to Equity (%) Total Debt-to-Assets (%) Long-Term Debt-to-Assets (%) Net Working Capital-to-Assets (%) Operating Capital-to-Assets (%) Low 6.7 percent from 1991 to 1996. Their average annual growth rate declined from 28.4 63. This decline was accompanied.4 13.2 124. Nonbank private debt increased from 27.8 49. such as direct equity and portfolio investment.15 Financial Ratios of Listed Companies by Ownership Concentration. unhedged foreign exchange liabilities.5 percent of external debt in 1996 (Table 4.3 Source: Estimated from the Pacific-Basin Capital Markets Database compiled by the University of Rhode Island.9 percent in 1997.3 42. The composition and term-structure of this debt. and a preponderance of short-term debt liabilities.4 percent to 46 percent during the same period.1 High 6.0 64. however.16). private debt accounted for 84. debt-creating capital inflows rose to 65 percent in 1990. The proportion of external debt as a percentage of GDP consequently increased from 42.5 148.6 30.4 52.5 4. From only 34 percent in 1986. The corporate sector contributed significantly to the crisis because of its rising levels of leverage.8 14. on the other hand. by a remarkable growth in the proportion of debt-creating capital inflows in the wake of the development of the debt market and the establishment of the BIBF.8 Medium 7. Additionally.5 34. The proportion of nondebt-creating capital flows. the proportion of short-term debt increased from 15. continued to slide from 1985 to 1997.2 percent in 1986 to 251. peaking in 1994 at 84 percent.Chapter 4: Thailand 261 Table 4.1 The Corporate Sector during the Financial Crisis Impact of the Financial Crisis on the Corporate Sector The financial crisis came after a period of rapid growth in the Thai economy.5 percent between 1985 and 1990 to 8.5. US.8 66.6 11.8 28. . 4. is even more telling.2 49.5 126.4 27.8 29. From 45 percent of total net capital movements in 1985.8 percent in 1986 to 52 percent in 1995.
3 2.9 10.8 3.9 100.0 3.7 0.2 0.7 1.7 20.1 Source: Bank of Thailand.0 13.5 14.3 — — — — — — — 6.8 13.5 19.9 6.8 108.3 12.9 35.0 11.9 10.0 0.6 7.8 12.Table 4.4 5.2 15.9 7.9 11.1 22.1 5.2 0.1 64.5 12.9 3.3 0.1 0.4 15.1 30.3 105.0 6.8 0.6 — 0.5 12.1 34.3 0.3 0.8 3.3 16.9 31.3 0.7 2.3 0.8 10.9 3.6 52. .5 16.3 0.8 31.0 8.0 Long-Term Short-Term BIBF Commercial Bank Long-Term Short-Term 0.3 37.5 4.3 7.2 2.9 29.6 18.6 Total 18.7 109.1 95.4 2.9 1.6 1.7 10.7 24.1 0.3 10.0 11.9 6.2 14.9 1.1 12.3 0.5 1.0 21.9 0.1 0.6 Government Year Long-Term Short-Term 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 12.9 4.7 23. 1986-1999 ($ billion) Private Nonbank Long-Term Short-Term 3.2 10.9 5.1 23.4 10.3 20.2 2.0 4.4 3.9 43.9 13.4 — — — — — — — 1.1 2.2 0.2 32.1 0.16 External Debt.3 3.3 0.5 4.2 2.3 3.4 18.7 13.
large Thai companies had actively borrowed at low interest rates from foreign financial institutions. Similarly. exposing the companies to disaster when the baht started tumbling on 2 July 1997. suggesting that serious investors have not returned to the market.360. SET’s dismal performance is indicative of the extent of the setback suffered by the Thai capital market. the numbers of bankruptcies and company closures reached all-time highs in 1998 (Table 4. The proportion of NPLs as a percentage of outstanding loans demonstrates the liquidity problem experienced by the corporate sector. The value of public offerings sank in 1997 to B56. the liquidity problems faced by the corporate sector are likely to continue for some time. outstanding credit also declined throughout the second half of 1998. and drastic decline in the number and capital of newly registered companies. reaching 45 percent of total outstanding credit in December. The effects of the crisis were felt across all industry sectors. according to the Bank of Thailand.6 in December 1996. Foreign investors retreated from the market. Most of these foreign debts were not properly hedged. If lending rates remained high. It hit a 10-year low in the second quarter of 1998. At the end of 1994. The ADB survey conducted for this study confirms this: 35 of the 46 respondents indicated that they took out foreign-denominated loans mostly from foreign banks. Even before the crisis. and (iii) bankruptcies. Due in part to liquidity problems on the one hand. NPLs spiraled from 12 percent in the second quarter of 1997 to almost 40 percent in the third quarter of 1998. nonfinancial companies also experienced severe liquidity problems as a result of the baht’s devaluation. and poor business confidence on the other. banks would be recording more of such NPLs.17). the number of newly registered companies dropped to a 10-year low in 1998. (ii) the rise in the nonperforming loan (NPL) ratio and consequent tightening of credit even for viable firms. leaving domestic investors with large capital losses. With easy access to foreign funds. . the index declined to 1. foreign currency-denominated debts constituted 55 percent of their total debt portfolio. the SET Index stood at 1. After that.6 billion from the 1996 level of B201 billion.281 in December 1995 and to 831. On average. Aside from the problem of NPLs. trading activity at SET had been on the downturn. Meanwhile. based on the three-month past due definition. Trading volume has since been thin. closures.Chapter 4: Thailand 263 This shows that although banking and finance companies suffered most because of their short-term exposure. from its peak in 1995. The severity of the impact of the crisis on the corporate sector was apparent from (i) the decline in the volume of public offerings.
312 25.224 4. As part of the assistance package.264 Corporate Governance and Finance in East Asia.695 3.052 36.307 4.410 37.334 4. A steady price decline over the past few years has dragged down the ratio of market price to book value.407 28.902 3.6 in 1997.410 5. II Table 4.2 Responses to the Crisis Initially.977 Source: Department of Commercial Registration.288 35.409 6. Thailand. Ministry of Commerce.096 22.095 14.797 4.915 37. the Thai Government was lukewarm to the idea of obtaining IMF assistance because of the requirements and conditions attached to the financial package.933 25.677 Bankrupted/Closed 2. IMF required Thailand to meet a set of performance criteria and implement various restructuring measures. The price-to-earnings (P/E) ratio deteriorated from 19.201 24. 4. The first Letter of Intent was cosigned by the Minister of Finance and the Governor of the Bank of Thailand on 14 August 1997.105 4.112 9.134 31. 1985-1999 Year 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 Newly Registered 10.792 7.5. .066 19. It also explains the higher dividend yield ratio.218 3.904 20. The increase of the P/E ratio in 1998 was mostly a result of a decrease in earnings for most listed companies. But when assistance from other sources did not materialize.5 at the end of 1994 to 12 in 1996 and further to 6.2 billion for balance of payments support and buildup of the country’s reserves. Vol.17 Number of Newly Registered and Bankrupted/Closed Companies. the Government was left with no choice.777 11. The IMF financial package was a credit facility of $17.925 12.080 9.
The Bank of Thailand also improved banking standards. Many believed that the process was inefficient. IMF relaxed these key conditions. While no definition for “insolvency” could be found in the bankruptcy law. Regulatory Response by the Government The IMF program. however. The Financial Sector Restructuring Authority was established in October 1997 to address the problems of 58 finance companies that were suspended in 1997. drawn up with World Bank and ADB assistance. As it turned out. also aimed at institutionalizing legal and regulatory reforms. The old law allowed only creditors to file bankruptcy suits. and Credit Foncier Businesses. and did not recognize debtor-initiated bankruptcy declarations. The core of the IMF conditionalities was the restructuring of the banking and financial sector to regain investor confidence.” Creditors thus bore the burden of proving a debtor’s insolvency before the courts. The assets of the other companies were liquidated by auctions. and the Act Regulating the Finance. creditors seldom succeeded in obtaining payment against bankrupt borrowers. The Government required all remaining financial institutions to recapitalize and instituted closer monitoring measures to ensure full compliance with this requirement. and restore solvency.Chapter 4: Thailand 265 The terms of the agreement required the Government to maintain tight monetary and fiscal policies. and income recognition were implemented. debtors could drag out the process for many years. secured creditors had to obtain the court’s approval before starting proceedings . only two companies emerged intact from the suspension. and worked on revisions to the Secured Transaction Law. For example. Creditors could negotiate to reschedule debt repayments. follow through with a civil or bankruptcy suit. They could seek civil action through the courts and could also use criminal sanctions to enforce debt repayments. increase profitability. By invoking procedural loopholes. it was widely interpreted as “having debts more than assets. Several changes in the banking and financial policy environment have been effected in line with the restructuring program. Strict loan classifications. Under the old bankruptcy laws. In early 1998. loan provisioning. the Civil and Commercial Code. These include repeal of the Commercial Bank Act. Securities. and if necessary. The Government also passed the Bankruptcy Act and Foreclosure Act Amendments. There were many options for solving debt repayment problems.
In 1999. and expensive process. the National Assembly passed an amended Bankruptcy Act and approved the establishment of special bankruptcy courts. (ii) management of the company reverts to the borrower. the main purpose of which is to assist in the rehabilitation process so that a company can repay its debt and still retain its assets while remaining in business. The reorganization process is successful if (i) the debts shall have been discharged. The amended legislation also includes voluntary bankruptcy as a new feature. and (iv) the debts shall have been settled within a five-year period. Under the old Bankruptcy Act. Companies need . (iii) shareholders regain their legal rights. Chapter 11 cases account for only 5 percent of bankruptcy suits in the US but consume 90 percent of the courts’ time. thereby allowing court-supervised corporate restructuring. the company shall be declared bankrupt and liquidation of assets shall follow. Enforcement of the new law is bound to be ponderous and lengthy. The original Bankruptcy Act dealt only with liquidation and composition.266 Corporate Governance and Finance in East Asia. There are other potential problems. time consuming. II for the recovery of debt through the realization of any collateral. Vol. a remedy beneficial to borrowers and creditors is made possible through a business reorganization that should improve the borrower’s debt position and ensure its continued operations. it covers only the court-supervised reorganization of distressed companies. If the process fails to revive the business. But more important. The model for Thailand’s amended bankruptcy law was the US Chapter 11. The amended law also introduced the concept of automatic stay. which means that a debtor could continue in business while the reorganization program was being implemented. the judges and court officers have yet to learn and master the new bankruptcy procedure. In Thailand. To make matters worse for creditors. any new loan to a company extended after the creditor discovered the insolvency would not be eligible for repayment. For one. creditors always had to contend with the threat of disruptions in a delinquent borrower’s business. but it is a complicated. Foreign secured creditors had to go through the motions of establishing that their country of domicile granted Thai creditors similar rights. Chapter 11 is the main tool in restructuring bankrupted companies in the US. The new law is designed to prevent bankruptcy due to temporary liquidity problems by allowing an insolvent debtor to file a reorganization plan with the court. the amended law limits the rights of secured creditors. In effect. The amendment added reorganization provisions to the Bankruptcy Act of 1940.
The new foreclosure law cuts short the procedures required under the Civil and Commercial Code for petty or simple cases dealing with mortgage defaults: (i) submission by the drafting committee of a default judgment bill within a week. Minority shareholders also have to absorb the costs related to their actions because the 1992 Act does not allow them to be reimbursed by the company. SEC also examined the possibility of an amendment to the Public Company Act of 1992. which aims to increase liquidity in the domestic economy by allowing businesses to use both tangible and intangible assets in securing credit. The result. the Bankruptcy Amendment will just prolong the problems of nonviable borrowers. the court. after determining the legitimacy of the request. In the past. Procedural delays give borrowers an advantage because they can refuse to pay back their loans even though they can meet their obligations.” as opposed to the more appropriate criterion of “ability to pay when the debt falls due. The minimum shareholding requirement is too high for any individuals or groups of minority shareholders to take action against controlling shareholders. The amendment seeks to revise old rules and procedures that tended to delay foreclosure proceedings. minority shareholders’ rights are not adequately protected. Under the new law. only tangible assets were the norm. Without the necessary corporate restructuring. The amendment also remedies the slow process of executing or disposing of assets in a public auction. and (ii) processing of default cases within four to six months of filing of a court claim. has not been satisfactory. however. the 1992 Act relaxed some of the original restrictive rules and regulations to encourage public company registration. Most important. namely “liabilities exceed assets.” The Foreclosure Act Amendment was likewise passed in 2000. corporate governance) that caused the bankruptcy in the first place. There have been proposals to lower the minimum shareholdings required for a minority group to request the board of directors to call an extraordinary general meeting at any time. In case the board of directors does not comply.Chapter 4: Thailand 267 to solve the problems (e. questions have been raised regarding the appropriateness of the 1992 Act.. Replacing the Public Limited Company Act of 1978.g. the test for insolvency still uses the balance sheet criterion. Consequently. shall have the power to call the extraordinary general meeting. Still pending Parliament approval is the amendment to the Secured Transaction Law. The proposed new law seeks to expand the type of assets that a borrower can use as collateral. The proposed amendment also includes a provision for the company to reimburse minority shareholders for expenses related to calling such a meeting. .
Because of high ownership concentration. The radically changed circumstances after 1997 offer the possibility that firms and their controlling shareholders will be under greater pressure to concede to the exercise of minority rights. The 1992 Act only prescribes—not requires—the use of the cumulative voting procedure.. the main problem is overlooked. The only reason Thai investors placed their money in stock issues despite these legal cracks was the rapid increase in stock prices in the 1990s.268 Corporate Governance and Finance in East Asia. Most companies decide against cumulative voting. Vol. and determine voting results on virtually any matter. But as demonstrated. Otherwise. there are few provisions in the Act that deal with related or connected transactions that potentially reduce shareholders’ value. without cumulative voting. The proposal for the amendment of the Public . i. they face the prospect of being unable to compete for the scarce funds available in the equities market. Directors enjoy unusual protection under the 1992 Act in that they can be pardoned by shareholders in the annual general shareholders’ meeting for any violation of fiduciary duties. The 1992 Act also allows directors to engage in business activities that may directly or indirectly affect the company. it permits directors. claiming that it creates fragmentation in the board of directors. which. In the absence of such a stock market boom now.e. the dominance of controlling shareholders. The regulators are drafting a proposal to amend the provisions on related transactions. in turn. II Another issue is the assumption in the 1992 Act that there is a separation of ownership and control functions. subject only to approval by the board of directors. this is not so in publicly traded companies in Thailand. The proposal clearly delineates duties of care and loyalty for directors of public companies. the controlling shareholders have the exclusive domain to appoint or exercise management. minority shareholders are likely to be wary of increasing their equity without corresponding control mechanisms at their disposal. This may be true in countries where publicly traded companies are widely held. Consequently. who are also the managers. minority shareholders have no chance of being represented in the board. In addition. vis-a-vis the minority shareholders. Where equity will come forward. But because this is the assumption embedded in the regulation. However. with the approval of the board. to borrow from the company without consideration to the fairness of the transaction or transparency of the approval process. it will probably be expensive because of the higher risk that comes with weak accountability mechanisms. disrupts the company’s management and decision making. The textbook separation between owners who sit in the company’s board and professional managers who run the company does not apply in Thailand.
147 cases (B1. Commercial banks initiated 74 percent of these cases. The reason is that bankruptcy law amendments appear to facilitate settlements outside the court. only 7. where bankruptcy procedures are swift and effective. Considerable progress has been achieved on this front. Equally important is the contribution of effective and reliable bankruptcy procedures for improved corporate governance. 322. Corporate Debt Restructuring and Bankruptcy The 1997 crisis led to a severe liquidity problem in the economy. accounting for B1. As of November 2000. CDRAC’s target debtors comprised 10. Within three months. and procedures for debt restructuring. The first bankruptcy court in Thailand opened on 18 June 1999. the Government introduced debt restructuring-related measures to help resolve bad debts. will be settled by the courts. personal consumption. contributing to the unprecedented rise in the corporate sector’s bad debt. with the majority of the debtors coming from the commerce.767 cases involving outstanding credit of B2. Some 82 percent of these cases have been successfully restructured. as well as those that did not cooperate with CDRAC’s restructuring process.6 trillion) have agreed to cooperate with CDRAC’s restructuring process. a Corporate Debt Restructuring Advisory Committee (CDRAC) was established in 1998 to map out debt restructuring measures in support of efficient negotiations between the private sector and financial institutions.8 trillion had been completed.068 cases involving B475 billion are undergoing restructuring. The Bank of Thailand issued guidelines in 1998 encouraging financial institutions to specify their own policies. Another 5 percent of cases (B70 billion) are undergoing restructuring negotiations. This point is crucial because compared with .6 trillion. and manufacturing sectors.1 trillion of outstanding credit. the court had more than 80 cases for disposition. the number of cases has abated. Another 77. In particular. However. By October 2000. Cases for which negotiations were unsuccessful. the mere threat of external control alters the incentives faced by managers and controlling shareholders significantly. although since then. accounting for B1. In response.764 debt restructuring cases involving B1. In addition.1 trillion in outstanding credit. Reforms in bankruptcy procedures should be seen not only in the context of crisis resolution. methods.Chapter 4: Thailand 269 Company Act of 1992 includes a recommendation to require all public companies to use cumulative voting to ensure that the board of directors consists of representatives from all groups of shareholders.
behavior.270 Corporate Governance and Finance in East Asia. a time span that includes the onset of financial liberalization—the turning point of Thai economic development in the last decade—and represents the decade preceding the Asian financial crisis of 1997. The banking industry played a key role in the early stages of economic development because it represented the only avenue for funding Thai corporations.1 Summary. The exchange has already required that listed companies’ quarterly reports be directly comparable with annual statements. Weak bankruptcy procedures were part and parcel of the perverse set of incentives that led firms to build up unsustainable levels of debt.6 4. In the next three decades. Reforms through SET and Improved Disclosure The financial crisis prompted SET to introduce a range of improvements to its operation and regulation. Such improvements in disclosure standards are part of the efforts of SET and SEC. The . Philippines. and Recommendations Summary and Conclusions This study has provided an overview of the corporate sector and governance in Thailand. to push companies to harmonize their accounting with international standards. Conclusions. The study covers the period 1985 to 1996. 4. the Thai Government managed its economy with the corporate sector as the main engine of growth and development. Emphasis was on the structure of corporate governance and patterns of corporate ownership and financing of publicly listed companies. II Malaysia.6. and even Indonesia. despite the weakness of their disciplinary powers. Examination of corporate ownership. and performance during this period helps understand the causes of the crisis. and promoted key industries through incentives. It required listed companies to establish their own audit committees by the end of 1999. For this reason. Vol. Financial information from listed companies will also soon be required to conform to International Accounting Standards. Thailand is coming from a situation where excessively high leverage became the norm because firms could obtain finance without having to concede a measure of control to outsiders. the Government protected certain corporate sectors through tariffs and regulation. The economic development of Thailand took off with the implementation of a series of National Economic and Social Development Plans beginning with the first medium-term plan for 1961 to 1966.
Although there are some variations across industries. the corporate sector entered a new era with the enactment of two major pieces of legislation. One of the principal causes of the crisis was the excessive use of foreign debt by the corporate sector. Consequently. Financial liberalization apparently encouraged companies to borrow overseas to finance investments that were not productively employed. The SEA of 1992 also marked the beginning of an active bond market in Thailand. The impact of the crisis was felt across all industries. The financial performance of the corporate sector remained satisfactory up to the years before the outbreak of the financial crisis. the top five largest shareholders hold about 56 percent of total outstanding shares. One of the major findings is the high ownership concentration among Thai companies listed on SET. there was a marked increase in the number of public corporations. the number of listed companies in SET fell from 454 in 1996 to 392 in 1999. In 1995 and 1996. the profitability of publicly listed companies abruptly declined and their financial leverage increased. Profitability increased throughout the 1980s but began to decline in the first half of the 1990s. . Although there was a decline in short-term foreign debt. the overall pattern of ownership concentration seems to have been stable for the past 10 years. Meanwhile. foreign debt in the Thai corporate sector increased continuously. even after the development of capital markets. The number of newly registered companies in 1997 dropped by almost 10. At the same time. During 1992-1997. After 1992.Chapter 4: Thailand 271 importance of bank financing continued throughout the 1990s. the numbers of bankruptcy cases and company closures reached alltime highs. the increase in long-term debt more than compensated for the drop. Because most of these debts were not hedged. at a time when most of them were already experiencing declining profits and high leverage. This implies that the control of an average Thai company is typically in the hands of a few persons (founders or their associates) who own a majority of total outstanding shares. the devaluation of the baht that began on 2 July 1997 affected the financial condition of Thai corporations. the overall corporate sector was seriously affected. On average.000 from the previous year’s level. the Public Company Act of 1992 and the SEA of 1992. the number and value of public offerings of securities accelerated. reaching its peak in 1996. At the onset of the 1997 financial crisis. Nonbank private corporations accounted for most of the increase. Minority shareholders. In 1992. The study examined the impact of ownership structure on corporate governance and financing patterns. Subsequently. Thai companies were vulnerable to exchange rate risks.
These laws stipulate rules and regulations concerning the activities of all public companies. In the past. averaging 46 percent. holding companies and affiliated corporations hold the largest proportion at 27 percent of total outstanding shares. The Government holds about 1 percent of total outstanding shares but these holdings represent majority shares of a few companies. Individuals and insiders hold the second largest proportion at about 19 percent. Consequently. The key laws. All these. An analysis of the corporate ownership structure in Thailand suggests that founders and management continue to own and control publicly listed Thai companies. The implications of ownership structures that are concentrated to such a high degree are serious. Most foreign institutional investors invest only on a short-term basis and aim for short-term trading profits. publicly listed and unlisted companies in Thailand are equally subject to the consequences of the risk-taking behavior of controlling owners. Recently. The investing public holds the rest of the outstanding shares. II although larger in number. Vol. they have little influence over management decision making and control. foreign and domestic. the mutual fund industry has entered the picture but with limited roles and activities. through the use of holding and affiliated companies. contribute to the lack of external controls on the corporate sector through the capital markets. With financial institutions playing limited roles in the capital market. are not active. there is a clear lack of outside monitors for these publicly listed but family-controlled companies.272 Corporate Governance and Finance in East Asia. The rules in both Acts governing . protect the interests of all shareholders of public companies. The absence of external market controls on the management of publicly listed corporations is dangerous. Among the five largest shareholders of Thai companies listed on SET. along with a highly concentrated ownership structure. It remains to be seen how reforms in bankruptcy procedures—including the increased threat of creditor control—could shift the incentives of controlling shareholders toward greater acceptance of equity finance and its consequent accession of control to new shareholders. Thus. the government pension fund was the only major institutional investor. hold only a small portion of total outstanding shares. Institutional investors in Thailand. Financial institutions hold a very small proportion. the existing legal and regulatory framework suggests otherwise. Nominally. the Public Company Act of 1992 and the SEA of 1992. The highly concentrated ownership structure weakens the protection of minority shareholder rights. commercial banks hold only about 2 percent of total outstanding shares while nonbank financial institutions hold about 6 percent.
moreover. the main challenge is not how the board can control management to maximize shareholder value. The ownership structure of Thai listed companies also significantly affects company behavior.Chapter 4: Thailand 273 minority shareholders’ participation in decision making and in initiatives against management conform to international standards. In view of this. It appears that founding family members use debt extensively to finance investments because they want to preserve control of their firms. an aim that can be achieved mostly through legal reforms. before the crisis. For instance.6. the degree of ownership concentration has a statistically significant positive relationship to the degree of financial leverage. because there are shared interests between the controlling shareholders and key management personnel. The third issue involves creating external market controls through better regulation and development of the capital markets. but is significantly related to financing patterns. Ownership concentration appears to have little impact on corporate profit performance. the Public Company Act of 1992 allows shareholders to act only when they hold a minimum proportion of shareholdings. 4.2 Policy Recommendations There are three major policy issues and recommendations that could improve corporate governance in Thailand. the main challenge is in protecting minority shareholders from the possibility of expropriation by the majority. posed formidable barriers in the minority shareholders’ exercise of their rights. Rather. making them vulnerable to economic shocks. The second issue involves the protection of shareholder rights. However. The first issue involves the development of a comprehensive supervisory framework and the strengthening of the capacity of supervisory agencies. Specifically. . In this third area. because there is no separation between ownership and management. key reforms that will strengthen the regulation of financial institutions. the high ownership concentration of many listed Thai companies inhibits the effectiveness of these provisions. these companies tend to become overleveraged. a requirement impossible to meet due to the concentrated shareholdings of founding family members and management. Certain provisions. The Government has been moving to amend the Public Company Act of 1992 to increase minority shareholders’ protection in this regard. Consequently. laws did not provide minority shareholders sufficient safeguards in cases of transactions involving companies where the controlling shareholders had related interests. For example.
It is important that the roles and responsibilities of each agency are clearly defined to the public. The owners of a firm rely on a board of directors to supervise the managers.274 Corporate Governance and Finance in East Asia. SET. he/she often has the decisive vote. The Government must develop an overall framework for corporate sector supervision and redefine the regulatory jurisdiction of each agency along functional lines. Consequently. the principal shareholder typically plays a key role in management and often serves as the chief executive officer. SET was mandated to supervise listed companies. If the principal shareholder is in fact chair of the board. this is a problem in Thailand. In reality. II encourage market competition. . unified supervisory agency or a permanent regulatory division consisting of supervisory units from the three agencies. In this setting. If this were the situation. Only then will these agencies be able to act promptly and effectively. with control delegated to professional managers. the key issue in corporate governance would then be to ensure that managers act in the best interests of the shareholders. and SEC) are involved in corporate supervision. The board therefore plays a pivotal role. activate the market for corporate control. Vol. three major government organizations (the Ministry of Commerce. in 1975. This is due to the historical development of the Thai corporate sector: before 1975. Protection of Shareholder Rights The common assumption is that publicly traded corporations are widely dispersed in terms of ownership. the supervisory system is fragmented and not as effective as it should be. SEC was established as another supervisory agency. Development of a Comprehensive Supervisory Framework There is a need for the Government to establish a comprehensive supervisory framework for the corporate sector. and after the enactment of the SEA in 1992. and increase the participation of institutional investors are imperative. Under the current system. the Ministry of Commerce had the sole supervisory responsibility. As in other crisis economies in the region. the key issue in corporate governance is how to prevent insiders from expropriating assets of minority shareholders. in most of Thailand’s publicly traded firms. the supervisory agencies also need to be empowered to enforce the laws. Once the roles and responsibilities are clearly defined. The best approach may entail establishing a single. voting only on major decisions. There is also supposed to be separation of ownership and control.
Current laws allow a high degree of ownership concentration and provide inadequate safeguards against possible conflict-of-interest transactions and their impact on minority shareholders. The situation prompts two specific recommendations. Since the Asian financial crisis. The Government does not have an effective way of monitoring the financial activities of these companies even as it is widely believed that a large amount of funds is being channeled through them. To ensure a level playing field. SEC has been trying to lay the foundations of good corporate governance by espousing fairness. accountability. But weaknesses in accounting and auditing practices have been inhibiting the development of capital markets. the Government can change the shareholding limit for controlling shareholders. increasing penalties for directors engaged in misconduct. Both SET and SEC are taking an active stance in improving the transparency and efficiency of Thai capital markets. they should be monitored and regulated. Because these holding companies control a number of large public companies in Thailand. The slow improvement in the legal framework has likewise obstructed progress in this area. regulators must increase transparency and step up enforcement. SEC is exploring the possibility of amending the law toward this direction. transparency. The first recommendation involves the repeal of current legislation to allow minority shareholders to have greater influence over management decision making. This includes prescribing ways to empower minority shareholders without disrupting the company’s operations. and a prohibition of connected transactions by directors or management. The current ownership structure leads to ineffective corporate governance and inadequate protection of minority shareholders.Chapter 4: Thailand 275 There is a need to recognize the unique ownership structure in Thailand and its effects on corporate investment and financing behavior. Through an amendment in the Public Company Act. Some of the legal reforms under consideration concern settling conflictof-interest situations with significant effects on minority shareholders. There is also a need for legislation dealing with nominee or holding companies because they are the institutional means that founding family members use to maintain control. and . there has been much progress in this area. The Ministry of Commerce is conducting a study on proposed amendments to the Public Company Act of 1992. This move is expected to be unpopular among founding family members and original owners. requiring cumulative voting for the election of directors. The second recommendation is to dilute ownership concentration through the use of regulatory power.
This may not be possible without reforms in the banking sector itself. Thailand should develop a strong public debt market to supplement the banking system in financing corporate investments. The Bank of Thailand’s enforcement of prudent lending practices among Thai financial institutions. for instance. will incidentally close off easy sources of finance for companies that have been practicing regulatory arbitrage. In an environment of highly concentrated ownership. II responsibility among companies. especially in the area of connected lending. Vol. will lead to the emergence of a reference yield curve. Accounting standards have also been under review. However. while a strong domestic debt market will also offer protection from foreign exchange risk. it is important to explore reforms that can lead to the enhanced role of banks in monitoring enterprises. The variety of debt instruments available to the corporate sector and investors should be increased and longer-term sources of bond finance actively promoted. a well-developed secondary market will pave the way for market disciplinary forces to act against poorly managed companies. One way the Government can improve the current situation is to require publicly listed companies to trade a higher proportion of outstanding shares in the secondary market. aimed at ensuring that banks finance only creditworthy projects. The same goes for improvements in the bankruptcy system. . Without a strong and efficient capital market. In the stock market. in turn. Further. The promotion of active roles for domestic institutional investors should also improve corporate governance in Thailand. Capital Market Development and Regulation Another important issue concerns the development of capital markets. There will be no incentive for companies to raise capital in the equities market if they can obtain funds at a lower cost elsewhere. it will be difficult to improve corporate governance in Thailand. which. A well-developed domestic debt market will provide corporations with an alternative to bank financing. The first step is to establish an active secondary Government bond market.276 Corporate Governance and Finance in East Asia. Because the financing of Thailand’s corporate sector is predominantly bank-based and will remain so for a long while yet. there is a need to increase market disciplinary power through market competition. the SEC’s disposition toward a largely voluntary approach for adoption of these characteristics has resulted in uneven compliance among public companies. the power of the capital market to discipline inefficient management is almost nonexistent.
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