Silence over China Resources Power scandal shows directors in bad light
The delay in informing shareholders is like sweeping dirt under the carpet – which also erodes public confidence in its governance
What have the independent directors of China Resources Power Holdings been doing these days?
In July last year, a journalist from the mainland's state media alleged Song Lin, the chairman of parent company China Resources Group, had been bribed to get the power producer to overpay for a coal mine.
The company denied it had overpaid for the mine but conceded that it was still in the process of getting a permit to do the exploration.
Within days, the Communist Party's Central Commission for Discipline Inspection and the National Audit Office said they were looking into the case.
The company remained silent.
On April 17, hours after the journalist renewed his bribery allegation, Song was arrested. Beijing said Song had committed serious crimes and infringed party discipline.
The company said nothing.
On Monday, the National Audit Office released a long list of wrongdoings involving billions of yuan worth of deals by the company in 2012.
To that, the company said its directors "have made in-depth analysis of the causes of such issues and have formulated comprehensive rectification measures".
What and how?
Shareholders will have to wait for a year to get the details. "The progress and results of these measures will be disclosed in the corporate governance report of the company in 2015," its directors said.
Such an aloof response is shocking given what the state auditor has said.
Among the wrongdoings is CRP's failure to award 11.7 billion yuan (HK$14.6 billion) worth of construction, material supplies and service contracts by open tender.
Instead, the 586 contracts were outsourced through bidding by invitation and negotiation. On the mainland, everyone knows that such processes are breeding grounds for corruption.
The state auditor gave no details on how the company had suffered as a result. But the fact is the power producer's costs have been soaring over the years.
Last year, it cost the company 118 yuan to produce one megawatt-hour of electricity, compared with 5.60 yuan in 2003. The numbers exclude the cost of fuel, something the management has little control over.
The increase translates to 19 times growth in 11 years, averaging 175 per cent growth a year! Inflation alone cannot explain such a jump in costs.
Other issues identified by the state auditor include failure to consolidate the accounts of a newly acquired subsidiary, failure to account for internal cost transfers that resulted in a profit boost and a failure to keep minutes of important decision making.
Any director concerned about their reputation would have asked many questions. How could all this have happened? How would the 2012 financial statements be affected? Does their statement that they were happy with the company's internal controls remain valid or is it now misleading?
Does the company need a review of its internal controls? Should an external auditor be hired to do a review? Investors heard no immediate answers to these questions.
One easy explanation is that the numbers are immaterial because CRP is a mammoth organisation. Its total assets stood at 177.7 billion yuan at the end of 2012 and 213.8 billion yuan at the end of last year.
Since the contracts in question account for just 6.5 per cent of the 2012 figure, the directors perhaps saw no reason to do more than the book requires.
Yet, the market's concerns about CRP go way beyond numbers and percentages. It is about the integrity of its governance.
In most of the earlier scandals involving the management of top state-owned enterprises, independent directors were caught by surprise. They had no idea until the arrest of the chairman or chief executive.
The CRP scandal is completely different. It has been played out in public for a year. Investors watched as the journalist called Song a crook, with Song replying that the reporter was motivated by some "black hands".
The independent directors - including MTR Corp chairman Raymond Ch'ien Kuo-fung, former Secretary for Justice Elsie Leung Oi-sie and accountant Andrew Ma Chiu-cheung - have done and said little.
They would have reduced the damage to the company's governance image by appointing an independent investigation into the allegation.
Yet, they did not.
They may still be able to justify their silence over Song's arrest on the grounds that he was not a member of CRP's board or management or that it had only to do with personal greed.
However, the state auditor's report pointed to holes in the system. Delaying an answer to the shareholders until next year is to sweep the dirt under the carpet. But what is swept away along with the dirt is public confidence in the company's governance.