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Pearl ruling can profit exchange

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SCMP Reporter

If good corporate governance is the key to securing serious institutional investor interest in a market, then our own Hong Kong stock exchange is surely an important player.

Its listing rules 15 years ago used to be an undemanding thirty-something-page booklet. They are now two loose-leaf volumes of very unplain English, replete with requirements for non-executive directors, independent shareholder votes and, of course, the recent imposition of audit committees.

But whilst the exchange casts its surveillance searchlight looking to illuminate any recent toi dai gau yik or monkey business, the governance of one rather important company is well and truly stuck in a time warp - the exchange itself.

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For, make no mistake, Tuesday's decision by the Court of First Instance ruling the blackballing of Pearl Securities unlawful is a wake-up call to the exchange to get its own governance house in order.

The 1988 Securities Review Committee report dubbed it a club, and so did Mr Justice Brian Keith when he delivered his judgment and gave the exchange company his own version of a black ball.

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The exchange is, of course, blessed with a de facto monopoly in the trading of securities in Hong Kong and is keen to keep things that way. There is nothing wrong in monopolies, of course - though governance and monopoly interests have stared each other in the face rather uncomfortably for hundreds of years.

The days of medieval England, for example, saw butchers, bakers (and brewers) seeking privileged status to support local monopolies and price controls in return for undertakings to regulate the quality of their product and the conduct of their members. But if our Securities and Futures Commission is tasked with objectively reviewing the fitness of applicants who seek to go into the stockbroking business, then the idea of the exchange's members undertaking their own integrity checks on these very same applicants is totally ridiculous. The truth of the matter, of course, is that these integrity checks masquerade mainly as justification for the exchange's members to preserve their own economic interests in what is still in effect their private company, and perhaps also provide a convenient mechanism to block the admission of someone who is not favoured by the cabal of the day.

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