Keeping bad company

PUBLISHED : Thursday, 08 January, 2009, 12:00am
UPDATED : Thursday, 08 January, 2009, 12:00am


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Well done Bank of China (HK), well done China Resources, well done China Mobile, well done all those big H-share companies which notably failed to put their names to the December 29 outburst of corporate bad behaviour.

That was the infamous day when the massed ranks of family-run listed companies took adverts in newspapers against new rules that would make it more difficult for directors to abuse their positions by trading shares while in possession of information about forthcoming results.

Alongside a number of companies controlled by people with unsavoury records, there were the blue chips and blue bloods from Swire to Cheung Kong, from Hopewell to Li & Fung, Hang Lung, Sun Hung Kai Properties, New World and Wharf, for example. They were making common cause against efforts to tighten up on trading by insiders.

In the forefront was the amiable but imprudent David Li Kwok-po, Bank of East Asia chairman and Legislative Council member, who last year paid US$8.1 million to the US Securities Commission to settle an insider-trading investigation into shares of Dow Jones, of which he was a director.

Taking the case to Legco was that well-known defender of the public interest, Abraham Razack, representative of the Real Estate and Construction functional constituency and a director of at least 12 listed companies.

Normally one would have expected the government to cave in immediately to such pressures.

The list included the major contributors to Chief Executive Donald Tsang Yam-kuen's re-election campaign. The Hong Kong exchange is itself controlled by the government, which appoints the chairman and half of the directors. But this time it hesitated - perhaps it was worried about being seen again to be in the pocket of vested interests, particularly developers.

The absence of the major mainland companies, and HSBC, to sign up to this display of insider interests must have given the government cause to pause.

So, the buck was passed to the Securities and Futures Commission, and implementation of the new rules has been postponed, not abandoned - though they may yet be changed.

Large mainland companies have grown up. Many family-controlled Hong Kong ones have not, and still seem to think that the stock market exists to enable them to make money by shuffling assets around between different parts of their groups or through opportunistic trading in their shares. Some directors clearly see themselves as market makers in their own stock.

Mainland companies have been making an effort to clean up governance, partly out of political necessity and partly because some have overseas listing and are subjected to much tighter supervision than in Hong Kong's family-friendly playground.

Instead of quietly reasoned arguments for modifying the new rules, the companies engaged in a hyperventilating rant about how an extended blackout period would be 'detrimental to Hong Kong's position as an international financial centre'.

This would be funny if it were not taken seriously by nervous officials. In reality, the importance of these family outfits is diminishing as H shares and HSBC assume larger proportions of stock trading. The proposed new blackout rules for directors are slightly tighter than in London. But the proposed rules are justified.

That is especially so, given the huge scale of directors' dealings in Hong Kong, the lack of policing of dealing on price-sensitive information by managers, as well as directors and their relatives, and the scarcity of genuinely independent non-executive directors.

Insider dealing in Hong Kong probably remains as widespread as it was in 1976 when the Far Eastern Economic Review (of which I was then business editor) revealed details of two executive directors' massive sales, through offshore nominees, of shares in Wheelock Marden between the publication of a very optimistic forecast and of appalling results a few weeks later. This led directly to the 1977 creation of the Insider Dealing Tribunal.

However, few cases were brought before it and, though insider dealing was made illegal several years ago, not one criminal case has yet been brought to trial.

Those supporting this campaign should be apologising for making public investors even more dubious of boards' commitment to responsibility to act for all shareholders, not just the mostly second- or third-generation family interests. They have added to the disrepute into which much of the financial sector has recently fallen. This campaign, not the rules it opposes, symbolises the real threat to Hong Kong as an international centre. Shame on all signatories, and may outside investors remember the phrase caveat emptor - let the buyer beware.

Philip Bowring is a Hong Kong-based journalist and commentator