Corporate Governance
Corporate Governance Case Studies
Edited by Mak Yuen Teen
Foreward
Strong corporate governance and transparency are critical for business success. For investors, good governance is a good indicator of wellmanaged, resilient businesses. For companies, a measure of success is the ability to internalise the values, spirit and purpose behind governance rules. While the governance standards in Singapore have brought us to where we are today, we have some way to go if we want to be seen as leaders in this area. Regulators, directors, management, investors, industry groups and professional bodies all have a part to play. The collective efforts of all these stakeholders will be needed to sustain the drive to improve governance and support the government’s vision of positioning Singapore as a global financial centre. This inaugural collection of teaching case studies aims to raise awareness and promote thoughtful discussions on key corporate governance issues in companies across several markets, particularly in Asia. The authors have endeavoured to present the facts and issues based on publicly-available information covering matters such as the board, board committees, ownership structure, corporate governance rules and regulations, auditors and remuneration. Following each case study are discussion questions which we hope will facilitate a robust exchange of views to help lead efforts to advance corporate governance standards and best practices in Singapore. We would like to thank Associate Professor Mak Yuen Teen for supervising and editing the case studies produced by students of the NUS Business School. We trust you will find the cases a good starting point to study governance issues that may be relevant to your professional roles. Deborah Ong FCPA (Aust.) President – Singapore CPA Australia April 2012
Preface
In early 2010, I started coordinating and teaching the Corporate Governance and Ethics course at the NUS Business School. This is a compulsory
Edited by Mak Yuen Teen
Foreward
Strong corporate governance and transparency are critical for business success. For investors, good governance is a good indicator of wellmanaged, resilient businesses. For companies, a measure of success is the ability to internalise the values, spirit and purpose behind governance rules. While the governance standards in Singapore have brought us to where we are today, we have some way to go if we want to be seen as leaders in this area. Regulators, directors, management, investors, industry groups and professional bodies all have a part to play. The collective efforts of all these stakeholders will be needed to sustain the drive to improve governance and support the government’s vision of positioning Singapore as a global financial centre. This inaugural collection of teaching case studies aims to raise awareness and promote thoughtful discussions on key corporate governance issues in companies across several markets, particularly in Asia. The authors have endeavoured to present the facts and issues based on publicly-available information covering matters such as the board, board committees, ownership structure, corporate governance rules and regulations, auditors and remuneration. Following each case study are discussion questions which we hope will facilitate a robust exchange of views to help lead efforts to advance corporate governance standards and best practices in Singapore. We would like to thank Associate Professor Mak Yuen Teen for supervising and editing the case studies produced by students of the NUS Business School. We trust you will find the cases a good starting point to study governance issues that may be relevant to your professional roles. Deborah Ong FCPA (Aust.) President – Singapore CPA Australia April 2012
Preface
In early 2010, I started coordinating and teaching the Corporate Governance and Ethics course at the NUS Business School. This is a compulsory