ACGA | Asian Corporate Governance Association

24 December 2024

Hong Kong’s CG code revisions: Incremental, not revolutionary

Hong Kong’s stock exchange concluded its CG consultation on 19 December, moving forward with all proposed changes – though with some notable adjustments. The effective date, however, has been pushed back six months from 1 January to 1 July 2025. It is refreshing to see that HKEX requires issuers to enhance gender diversity on the ...

23 December 2024

A crossroad for CG reforms in Korea

On 14 December, President Yoon Suk Yeol was impeached following political turmoil over his controversial declaration of martial law earlier in the month. Prime Minister Han Duck-so is now serving as acting president. With the opposition Democratic Party controlling the National Assembly, what are CG reform prospects in Korea with these ...

6 December 2024

Does India need value-up or governance up?

There has been much focus in Asia on regulatory initiatives like the “Value Up” programme in South Korea, Japan’s “Action Program” and similar initiatives recently announced in China. There is a growing interest whether Indian corporates need a similar push. However, India is a unique market with valuations generally ...

22 November 2024

Corporate Governance Reforms in Q2FY24 in Japan

Japan’s corporate governance journey is evolving with incremental progress in corporate announcements over the reporting season. It is encouraging to see companies increasingly focus on unlocking shareholder value through reforms. This earnings season (Q2 FY24), we tracked progress in corporate governance themes like cross-shareholding ...

21 November 2024

Board’s new mandate in China: managing market value

On 15 November 2024, the China Securities Regulatory Commission (CSRC) released its “Regulatory Guidelines for Listed Companies No. 10 – Market Value Management.” The Guidelines explicitly charge boards with actively managing market capitalisation and underscore the role directors play in investor communication. The concept of ...

30 October 2024

Philippine bourse operator plans changes to insider blackout rules

On 30 September, the Philippine Stock Exchange (PSE) released a consultation paper seeking stakeholder views and comments on proposed changes to Listing and Disclosure Rules and Revised Trading Rules. Two of the proposed changes are notable since they seek to tighten rules governing insiders trading a listed company’s shares around specific ...

29 October 2024

Regulators in Malaysia roll back virtual shareholder meetings

From 1 March 2025, all public limited companies in Malaysia will be required to hold physical meetings or provide shareholders with a hybrid option, ending pandemic measures which enabled fully virtual AGMs. The Securities Commission and Bursa Malaysia jointly announced the new measures on 30 August in response to research that showed more ...

11 September 2024

Restructurings in Korea test the limits of CG reform

Regulators seek to get better deals for investors as corporate overhauls favour majority owners, writes ACGA Research Manager Stephanie Lin Recent corporate restructuring plans in Korea have sparked significant controversy, particularly among minority shareholders who feel marginalized by decisions that appear to benefit controlling shareholders ...

9 September 2024

Japan’s corporate value drive: turning up the heat

As the TSE takes stock of its campaign to improve company valuations, ACGA’s Head of Research Jane Moir looks at issues to emerge and what comes next Since January, the Tokyo Stock Exchange (TSE) has put companies on notice by publishing a monthly list of issuers with plans to enhance shareholder value. By mid-August the contingent ...

23 August 2024

Philippines, Indonesia update disclosure rules

Regulators in Manila focus on shareholder meetings and cornerstone investors while Indonesia addresses share pledges, writes Specialist Advisor for Southeast Asia Chris Leahy The Securities and Exchange Commission (SEC), the Philippines’ principal markets regulator, has tightened disclosure relating to shareholder meetings and ...

28 June 2024

Korean directors may soon be more accountable to shareholders

Attempts to extend directors’ duty of loyalty to shareholders are gaining momentum with a draft bill working its way through the legislature. These initiatives began as early as 2022 when members of the Democratic Party proposed an amendment to the Commercial Code. However, these expired after the conclusion of the 21st National Assembly in ...

24 June 2024

China’s new ESG reporting standard leaves room for local elements

China took a significant step towards addressing its fragmented ESG reporting regulations on 27 May with the release of a draft sustainability reporting framework. The Ministry of Finance (MOF) high-level draft, titled “Corporate Sustainability Disclosure Standard – Basic Standard” (Basic Standard), follows the structure of IFRS ...

14 June 2024

Hong Kong consults on listing rule and CG Code changes

The market plans a raft of upgrades, including a hard cap of nine years on INED tenure, a limit of six directorships for independents, and a woman on the nomination committee, writes ACGA Head of Research Jane Moir Hong Kong’s stock exchange will impose a nine-year limit on INED tenure, cap overboarding of independents at six ...

29 May 2024

Will Taiwan catch the activist bug?

A shareholder proposal is testing the parameters of investor appetite to effect change at issuers, writes Research Manager Lake Wang Taiwan has many favourable ingredients for vibrant shareholder activism. It has actively encouraged the practice since its first CG Roadmap in 2013, has a well-established electronic voting system and its ...

10 May 2024

Ousting directors in Singapore is about to get easier

Proposed listing rule changes will address logistical hurdles faced by shareholders who call a general meeting but 10% voting rights threshold remains, writes ACGA Head of Research Jane Moir Singapore will force issuers to aid shareholders who requisition a general meeting on their own accord under planned listing rule changes. The proposed ...

28 March 2024

A boardroom battle, Hong Kong style

An attempt to unseat the CEO of fashion retailer Giordano puts the spotlight on tactics employed by tycoons in the city to achieve corporate control writes ACGA Research Manager Lake Wang Giordano International is well-known in Hong Kong for its affordable T-shirts and founder, Jimmy Lai. After Lai sold his entire stake in 1996, the company was ...

28 February 2024

PRC, Malaysian companies face new climate reporting rules

China and Malaysia are the latest markets in the region to take steps toward greater climate disclosure, with both consulting on new sustainability rules for issuers. The PRC’s fragmented landscape made headway on 8 February with the release of draft guidelines for listed companies along similar lines to TCFD, but with a local twist. ...

10 January 2024

Board diversity: a tale of two cities

As Hong Kong and Singapore take different approaches to boost female directorships, both are encountering similar problems, writes ACGA Head of Research Jane Moir More than one in five Hong Kong issuers have until the end of this year to find a female director to sit on their exclusively male boards. This represents progress: twelve months ago, ...

8 January 2024

Retail shareholders: you’re on mute

Korea is the latest market to move toward virtual AGMs as a permanent fixture just as retail investors get louder in the region, writes ACGA Head of Research Jane Moir One of the bright spots we identified in our recent CG Watch research is the growing emergence in several markets of retail shareholders as a force to be reckoned with. From ...

22 November 2023

Hong Kong goes back to the future as it tries to reboot

Attempts to invigorate trading volume broach familiar themes, but market quality is not one of them, writes ACGA Head of Research Jane Moir Few could doubt Hong Kong’s resolve to entice issuers to its shores by offering a wide choice of fundraising structures, flexibility of capital management and ease of trade. A ‘build it and they ...

30 October 2023

China: calling time on supervisory boards?

The latest rewrite of PRC company law is expected to be deliberated at the national legislature by the end of 2023. ACGA Head of Research Jane Moir, and Research Managers Stephanie Lin and Lake Wang, look at the direction of policy. One of the key takeaways from China’s most recent company law draft is that supervisory boards may be phased ...

31 July 2023

Corruption angst in Singapore

A graft probe involving a cabinet minister could be good for business, writes ACGA’s Head of Research Jane Moir It is a rare thing in Singapore for a high-profile government official to be embroiled in a corruption scandal. For decades, graft allegations have tended to be levelled only at the lowly rank-and-file in the public sector, if ...

27 July 2023

Hong Kong to scrap separate vote for H share investors from 1 August

Hong Kong’s stock exchange will no longer require separate class votes for holders of H shares where their rights are to be varied or abolished under listing rule changes which come into force on 1 August 2023. The move—which would strip investors of a separate say in circumstances where shares are to be issued or repurchased, with ...

30 June 2023

Thailand: don’t let a good scandal go to waste

An accounting fraud at a major Thai listed company has rattled investors but could serve as a timely catalyst for change, writes ACGA Head of Research Jane Moir Today marks the last day of trading for Stark Corporation, one of Thailand’s top 100 listed companies which until recently was revered in local circles as an impressive growth ...

16 May 2023

Board diversity at the top 50 in China

State firms drag down the average gender diversity score among China’s top 50 issuers, writes Stephanie Lin, ACGA Research Manager for China and Korea While women may hold up half the sky, men clearly still rule the boards of SOEs in China. Our latest research on the top 50 companies listed in China (a full report on the top 100 will ...

5 May 2023

Japan’s FSA steps on the gas

The financial services regulator has put down a marker for a more ambitious suite of CG reforms in Japan in coming years. ACGA’s Secretary General Jamie Allen offers initial reactions. Loyal readers of CG Watch will know that certain issues have been a deadweight on Japan’s score for many years. Cross-shareholdings remain entrenched ...

30 March 2023

Philippines: Rappler beats the rap

The acquittal of Nobel laureate journalist Maria Ressa on tax evasion charges raises hopes of greater state tolerance of critics, writes ACGA Southeast Asia Specialist Chris Leahy A five-year dispute between independent media website Rappler and the Philippine government ended in victory on 18 January 2023 for the media outlet and its Nobel ...

20 March 2023

Hong Kong: H shares and the new class struggle

In a regulatory paradox, holders of H shares will lose separate class treatment to vary or abolish rights but will keep their autonomy under delisting and takeover rules, writes ACGA Head of Research Jane Moir By the end of this month, holders of H shares may lose the ability to vote as a separate class from their domestic or A share peers on ...

20 March 2023

Indonesia’s corruption watchdog enters the political fray

As Indonesia counts down to its next Presidential election in February 2024, signs are emerging of politicization within the country’s anti-graft agency, writes Chris Leahy, ACGA Specialist Advisor for Southeast Asia. The once-famed independence of Indonesia’s Anti-Corruption Commission, known by its local acronym, the KPK (Komisi ...

8 March 2023

Hong Kong: H shares: no longer a class of their own

Holders of H shares are to lose their treatment as a separate class of shareholder under imminent rule changes which will bring the Hong Kong listing regime in line with new PRC regulations. There will be an end to separate class meetings whereby domestic shareholders and H share investors have an individual say on issues, primarily regarding ...

22 February 2023

A 2023 wish list for Korea

A new president has promised to fix systemic issues in Korea’s capital markets, and there are plenty to choose from writes ACGA Research Manager Stephanie Lin. The past year saw new promises being made in Korea as a presidential election brought prolific campaign pledges to fix entrenched issues in the capital markets. The eventual victor, ...

30 January 2023

India: stewardship is more than just voting

Scrutiny of the stewardship activities of India’s leading funds and insurers reveals boilerplate codes and cursory reports, writes ACGA Specialist Advisor Sharmila Gopinath. Stewardship is a relatively new concept in the Indian capital market and codes are even more recent, with the securities regulator only issuing one for mutual funds ...

10 January 2023

Hong Kong: Dubious payments, undisclosed loans, luxury shopping sprees and a slap on the wrist

Disciplinary sanctions meted out by the Stock Exchange during 2022 reflect a regulatory toolkit that is not fit for purpose, writes Jane Moir, ACGA Head of Research. Hong Kong Exchanges and Clearing (HKEX) can deploy a limited range of sanctions against badly behaving listed firms and in 2022 had due cause to use them. Yet the toughest penalty ...

16 November 2022

Singapore: show us the money

Disclosure of director and CEO remuneration will be on a named basis under proposed changes to the listing rules, writes ACGA Head of Research Jane Moir In the weeks ahead of a public consultation on disclosure of board remuneration, regulators in Singapore prodded a few issuers on their decision to stay schtum on executive pay. While companies ...

31 October 2022

Hong Kong: desperate times

Attempts to invigorate the IPO market with risky tech plays does not augur well, writes ACGA Head of Research Jane Moir. On the same day Hong Kong’s Chief Executive John Lee announced plans to reverse an exodus of residents from the financial centre, the Stock Exchange unveiled a pathway for fledgling tech firms to IPO in the city. ...

6 October 2022

Virtual AGMs in Taiwan: no pandemic required

Regulatory decision to allow fully virtual AGMs as convention will ironically be of limited use during a pandemic, writes Neesha Wolf, Research Director for Taiwan and Malaysia. New rules on virtual AGMs drafted in the wake of COVID-19 are drawing investor ire because they allow AGMs to be fully virtual in the absence of exceptional ...

6 September 2022

Indonesia: a criminal code too far

A controversial rewrite of the statue book tilts the scales of justice firmly against civil society and media, writes ACGA Specialist Advisor, Southeast Asia, Chris Leahy. On 21 July 2022, the government of President Joko Widodo released its latest rewrite of the Kitab Undang-Undang Hukum Pidana, universally (and mercifully) referred to by its ...

6 September 2022

Philippines: Bongbong starts with a bang

It is early days into the administration of new President “Bongbong” Marcos Jr., but his first moves show some encouraging pragmatism and no obvious cronyism, writes Chris Leahy. Ferdinand Marcos Jr., better known by his puzzling sobriquet, Bongbong, was sworn into office on 30 June 2022 after a landslide win in May’s ...

8 August 2022

Share award schemes to come under Hong Kong’s listing rules in 2023

A new regime defines eligible recipients, imposes a vesting period and sets a mandate limit but in practice will give shareholders less say over grants to connected parties, writes ACGA Head of Research Jane Moir. Hong Kong is revising its listing rules to include share award schemes amid increasingly prevalent and dilutive equity incentive ...

29 July 2022

The Abe legacy: unfinished business

Shinzo Abe’s recent death offers an opportunity to consider his legacy in corporate governance and capital market reform, writes ACGA Secretary General Jamie Allen. The recent assassination of Shinzo Abe marked a profoundly sad end for one of Japan’s boldest reforming prime ministers of recent decades. In power for the second time ...

13 July 2022

Hong Kong: an executive exodus at the securities regulator

The departure of top executives at the Securities and Futures Commission takes a headcount headache to a new level, writes ACGA Head of Research Jane Moir. Ashley Alder is to step down as CEO of the Securities and Futures Commission, leaving half of the six top executive slots vacant at Hong Kong’s securities regulator. Two other key ...

28 June 2022

Corporate Governance In Asia: One Step Forward, Two Steps Back?

Over the past two decades, the highs and lows, and twists and turns of the corporate governance scene in Asia-Pacific have been tracked by the Asian Corporate Governance Association through its Corporate Governance Watch reports. How has the region fared over the years? CG Watch is one of the most comprehensive surveys on corporate governance in ...

10 June 2022

China and the art of giving

PRC tech firms listed in Hong Kong and New York are using company coffers to align with Beijing policy on wealth redistribution, but at what price to shareholders, asks ACGA Research Manager Stephanie Lin. China’s tech giants have taken corporate philanthropy to new heights over the past 12 months, earmarking large sums of company cash for ...

1 April 2022

Singapore, Malaysia turn the heat up on entrenched INEDs as Hong Kong backpedals

Markets in the region are giving minority shareholders a bigger say over long-serving independent directors, but Hong Kong sticks with the status quo, writes Jane Moir, ACGA Research Director for Hong Kong & Singapore Regulators in Singapore and Malaysia are gently dusting off the cobwebs. From January 2022, both markets made it harder for ...

7 March 2022

South Korea’s fork in the road

As election day looms, ACGA Research Manager Stephanie Lin looks at the good, bad and ugly prospects for ESG in the polarised candidates’ pledges The South Korean presidential election takes place on 9 March 2022 and polls suggest a tight race between the two major candidates, Lee Jae-myung of the ruling Democratic Party and Yoon Suk-yeol ...

21 February 2022

China: predictions and predicaments in the year of the tiger

The year of the Ox saw myriad twists and turns for investors in PRC firms. ACGA’s China Research and Project Director Nana Li takes a look at ten major developments during 2021 and considers how they may play out in the year of the tiger. 1. Taming the tech giants It was a rollercoaster year for China tech stocks. Following the abrupt ...

25 January 2022

China: live and let VIE

A listing loophole used by tech firms such as Alibaba and Tencent to list overseas recently received a PRC regulatory stamp of approval. What is a VIE, why is it controversial and what does the future hold for these structures? ACGA’s China Research Director Nana Li has some answers. What is a VIE? A VIE (variable interest entity) is a ...

17 January 2022

Corruption just got easier in Indonesia

Recent political machinations have emasculated Indonesia’s once-feared anti-corruption commission and its future looks bleak, writes Chris Leahy. Formed amid much scepticism in 2003 under the administration of former President Susilo Bambang Yudhoyono, the Corruption Eradication Commission, known locally by its acronym, the KPK, surprised ...

13 January 2022

Taiwan: boardroom battle leaves shareholders bothered and bewildered

Lax disclosure regime keeps shareholders in the dark over power play at rare metals refiner. ACGA’s Taiwan & Malaysia Research Director Neesha Wolf unpicks the antics to find a familiar CG foe at play. When Solar Applied Materials Technology (“Solar Tech”) announced that its chairman had been replaced in November 2021 ...

4 January 2022

Kangmei Pharmaceutical: China court dispenses strong medicine

Jackpot payout for shareholders in China’s inaugural class action sets the bar high for investor damages but is a bitter pill for independent directors, says ACGA’s China Research Director Nana Li A group of 55,326 shareholders of a Shanghai-listed pharmaceutical firm entered the history books in late 2021 as victors in China’s ...

3 January 2022

Old school mentality in the new economy: Board diversity at the top 100 in Hong Kong

Big tech underperforms while other firms make headway in elevating women to the C-Suite and nomination committee with promising results Summary Hong Kong has one of the lowest rates of female directors in Asia, with around 13%1 sitting on boards of the 2,538 companies listed here. ACGA decided to dig a bit deeper into the situation at ...

24 November 2021

India nudges the elephant

Can independent directors nominated by controlling shareholders, and essentially elected by them, be truly independent? This is a question Asian markets have been grappling with for two decades. India has some tentative answers. Since the concept of the independent director was introduced into India in the late 1990s questions have been asked ...

30 September 2021

Hong Kong shareholders unite for lawsuit over misleading IPO prospectus

ACGA Research Director Jane Moir reports on a very rare event The past two decades has seen a fair number of companies list in Hong Kong and quickly unravel as findings of fabricated invoices, bogus accounts and plundered assets come to light. The board vanishes, the firm de-lists, shareholders take a hit and the market moves on. It is ...

30 September 2021

India: Listen up

Two recent regulatory cases in India, one relating to tax and the other auditing, highlight the perils of not listening to market feedback before making policy. Regulators worldwide consult stakeholders when they envisage new laws and market rules or seek to amend those already on the books. Public consultations enable policy makers to ...

28 September 2021

SPACs and sensibility

As Asian markets jump on the SPAC bandwagon, Hong Kong consultation reflects city’s chequered history with shell companies and stock manipulation, according to Jane Moir, ACGA Research Director. On Friday 17 September, Hong Kong’s stock exchange released a consultation on Special Purpose Acquisition Companies (SPACs). Just five of 101 ...

23 September 2021

Fixing the unfixable?

Corporate governance in Indonesia and the Philippines is once again at risk of going backwards. What can be done? Rating corporate governance standards in Indonesia and the Philippines can at times be a Sisyphean task. In the 20 years since ACGA started ranking the macro quality of Asian corporate governance, neither market has placed higher in ...

21 September 2021

Hong Kong’s cash for IPOs bribery trial enters the final stages

A former co-head of HKEX’s IPO vetting team is in the dock for bribery and misconduct in public office. ACGA’s Vivian Yau is following the case. As both sides prepare closing arguments in the trial of Eugene Yeoh Kim-loong, ACGA looks back at six weeks of evidence involving 30 witnesses—and one unexpected revelation. Yeoh is on ...

9 September 2021

Beijing’s ByteDance play: the Party is just getting started

China’s decision to take token stakes in key mainland entities of tech giants such as ByteDance and Weibo underscores a tactical shift toward more direct influence over private enterprises. We expect more to come—and it is unlikely to be limited to the tech sector. As reported last month in tech website The Information, the state ...

3 August 2021

Hong Kong: cash for IPO approvals case kicks off next week

Bribery trial puts an awkward spotlight on the “global home of the IPO” Hong Kong’s stock exchange has just turned 21 with much to celebrate. Profits are at a record high. Fundraising tops the charts globally. Geopolitics is creating a steady pipeline of mega China firms looking to depart the US for a ...

30 June 2021

Male directors on Hong Kong boards: ACGA calls for a cap of 70%

Affirmative action is needed to narrow the diversity abyss. ACGA is calling for a 30% quota of women on boards within four years as a proactive step to curb male domination at Hong Kong’s listed companies. We believe bold moves are necessary and have outlined our proposal in a submission to HKEX as part of its consultation on the CG Code ...

15 June 2021

Hong Kong: one market, two systems?

Plans to further relax entry requirements for secondary listings will deepen a regulatory divide. A burgeoning group of secondary-listed firms including Alibaba, JD.com and NetEase who enjoy a slew of waivers from market rules now account for nearly a sixth of Hong Kong’s total market cap of HK$52 trillion. Their ranks are set to increase ...

27 May 2021

Who shifted to virtual AGMs during Covid? It wasn’t the big tech firms

Bricks and mortar embraced technology while the new economy kept things physical. Global tech giants such as Tencent, Xiaomi and Meituan shunned electronic shareholder meetings during Covid in 2020, opting for physical AGMs as their old economy peers such as banks and manufacturers went virtual. ACGA surveyed 600 companies across the ...

14 May 2021

Dishonest directors get a free pass in Hong Kong

Plan to limit public access to directors’ details a major blow to transparency. ACGA has written an open letter to the Hong Kong government and the Legislative Council urging the administration to shelve plans to withhold directors’ details from public scrutiny. There has been no public consultation on the proposed move despite public ...