Silence is golden but for whom?

PUBLISHED : Sunday, 11 April, 1993, 12:00am
UPDATED : Sunday, 11 April, 1993, 12:00am

WHAT a relief it is to learn that Mr Lee Ming Tee has found some highly influential friends to join him on the board of the Allied Group.

Mr Lee certainly needs friends as he has a consistent record of falling out with the people who run securities regulatory committees. The Allied Group, controlled by Mr Lee, is under investigation by a government-appointed inspector. The act of appointing an inspector is rarely taken by the government.

Mr Lee is a veteran of official enquiries. In 1985, Australia's National Companies and Securities Commission found him guilty of unacceptable conduct for bidding up shares in the Hooker Corp.

Amidst growing controversy in Australia, Mr Lee turned his attention to Hongkong where he found the regulatory authorities no less interested in his affairs. In 1987, the notedly lacklustre Securities and Exchange Commission stirred itself to accuse Mr Lee and two associates of breaching the takeover code when acquiring Allied Overseas Investment.

In between investigations, Mr Lee has been wheeling and dealing with impressive fervour. Some of his much-publicised deals have materialised, while others did not. But they certainly gave the impression of great activity.

Even the current government investigation has done nothing to quash Mr Lee's appetite for deal making. At the beginning of the month, there was another twist in the saga of Allied's sale of Santai, another Lee company under investigation. The ubiquitous Mr Li Ka-shing stepped in with an offer to buy the company in association with a mainland steelmaker.

The previous month saw another typical Lee-type announcement in which Allied Properties - also under investigation - made a great show of signing three conditional contracts for a major property development in Dalian on the mainland.

Just after the August 1992 announcement of the inquiry into the affairs of the Allied Group, it sold its 33.35 per cent holding in Mr Bill Wylie's old company, Asia Securities International, to a member of the Indonesian-controlled Lippo group.

Even more surprising, Mr Lee managed to persuade the Chinese state-owned Fujian Enterprises to take a 10 per cent stake in the Allied Group just 12 days after the government inquiry was ordered.

Now Allied has secured further backing in the shape of Baptist College chairman and Legco member Mr Lau Wah Sum. He is joined by Sir Gordon Macwhinnie, a chartered accountant, who is arguably best known for his chairmanship of the Jockey Club during the overspending debacle at the new Hongkong University of Science and Technology.

The third new backer for Allied is Mr Wong Po Yan, a prominent businessman, who has served as a member of the Legislative Council but, more recently, has been involved in China-related organisations, notably the Basic Law Drafting Committee and the new group advising Beijing on Hongkong affairs.

This trio will serve as Allied board members in the regime being introduced by Mr Brian O'Connor, the company's new chief executive. In announcing their appointment, Mr O'Connor said: ''I am confident that they will give an independent and objective viewpoint on our business development.'' It is a fine objective and one which should be expected from all non-executive directors. However, the Hongkong record of performance by independent directors is not inspiring. Indeed, it is hard to find a single example of the territory's independent directors speaking up on behalf of minority shareholders. They have also not been notable for drawing attention to activities which skirt close or go beyond the realms of the law.

Take the example of the long-suffering minority shareholders at Mr Joseph Lau's Chinese Estates. In 1990, Mr Lau made an absurd offer to buy out the minority interests in the company for a derisory amount. At the time, the company had one independent director, a partner in the law firm Richards Butler. His firm also acted as the solicitors to the Laus' parent company, Evergo International Holdings, which made the offer for Estates.

What did that partner have to say about this blatant attempt to short change Estates investors? The answer is nothing, at least nothing which appears on public record. This is despite the fact that the abortive privatisation attempt took the better part of two years to kill and that it was criticised by the Securities and Futures Commission (SFC), which lodged an affidavit with the Supreme Court of Bermuda alleging unfairness and irregularities in the conduct of the majority shareholders.

Lamentably, the matter did not end there. Worse still was the behaviour of the Evergo board, which was formally censured by the Committee on Takeovers and Mergers, with two of its members singled out for criticism. One of them was Mr Raymond Cheung Yuet-man, a member of Evergo's independent committee board of directors, appointed to advise the company's minority shareholders about the Evergo offer. He was found to have had undisclosed dealings in Evergo shares at the time of the offer.

Who else sat on the Evergo board as an independent director? Why, it was none other than Mr Charles Lee Yeh-kwong, who now serves as chairman of the Stock Exchange. What did Mr Lee have to say to minority shareholders? Again the answer is nothing which appears on public record.

A less fraught example of short-changing in a privatisation exercise was Mr Li Ka-shing's abortive first attempt to have Hutchison Whampoa buy its associated company Cavendish International Holdings in 1991. The paucity of the offer sparked a revolt by minority shareholders, who vetoed it by a 40-60 margin.

There were no irregularities alleged in this offer, but plenty of discontent about the cavalier way Mr Li was treating his minority shareholders. It would have been comforting to think that some of Cavendish's non-executive directors might have said a word on behalf of minorities, but silence was the order of the day.

Incidentally, the independent directors list reads a bit like a directory of pillars of the Hongkong business establishment including, Mr T. K. Ann, Sir Horace Kadoorie and Hongkong Bank's Mr Paul Selway-Swift.

Meanwhile, the Stock Exchange is hard at work producing a rule change which will require companies applying for a listing to have at least two independent directors on their board.

Mr Ken Koh, the deputy head of the Listings Department, explains that the two independent directors would be required to have the character, integrity and expertise to ensure high standards of financial probity.

Anyone wondering what independent directors can do, given the determination to act - and it, must be said, with the existence of enough independent shareholders to make a difference in voting, a rarity in Hongkong - should glance across to the US where companies are being shaken up by their non-executive directors.

Most dramatically, they forced a change at the top at mighty General Motors; they did the same at Westinghouse Electric; and even at the Big Blue, International Business Machines (IBM).

It is highly unlikely that we will see anything like this in Hongkong. However, it may be timely to remind majority shareholders and executive directors of public companies that the word public has a meaning. Put simply, a public company provides outsideshareholders with rights and responsibilities.

In many cases, independent company directors are there to do the job of protecting these interests.