Corporate scandals are no respecters of festive seasons.
And the latest one – Sino-Environment – runs smack into Christmas festivities.
It reminds me of end-2004 and early 2005 when a string of scandals rocked the local corporate scene, starting with China Aviation Oil’s US$550 million oil losses, and then the accounting irregularities at Citiraya Industries and Accord Customer Care Solutions.
I recalled phoning ACCS’s Victor Tan to make an appointment to see him on the morning before his office was raided by the CAD. He sounded like he was juggling with three or four hand-phones, assuring nervous investors that everything was okay, even as he was talking to me.
Citiraya was even more dramatic. The scandal erupted just before the Chinese New Year holiday, and the house of the runaway chief executive, Ng Teck Lee, showed signs of people leaving in haste. Joss sticks were left half-burnt and the house was still adorned with festive decorations for months afterwards.
Citiraya’s crime was that instead of crushing the micro-chips entrusted to it by Nokia and other multinationals and retrieving the metal – gold, silver, and copper – out of them, it recycled and sold them in other countries.
At first, ACCS – which repair handphones for Nokia – seemed to suffer from the same problem. But it turned out to be straight-forward accounting scam, involving a ruse known as round-tripping.
This makes use of the same amount of cash to settle fictitious sales invoices by siphoning money from fake investments made by the company. It has the effect of bolstering a company's revenues, making them look busier, bigger, more profitable - and more attractive to investors - than they really are.
The upshot of all these scandals was a big revamp of the SGX’s rule-book forcing company directors to give a "negative assurance" that there was nothing wrong with the accounts.
Now four years on, we find ourselves starring at a fresh string of corporate scandals – Jade Technologies, Sino-Environment, Beauty China and Fibrechem Technologies.
While the tangled details on most of them have yet to emerge in the public domain, Sino-Environment has provided juicy details, complete with bogus deals, mystery bankers and attempts by its beleaguered chairman to siphon assets out of creditors’ reach.
So we found ourselves having our Christmas festive mood dampened once again by the SGX’s efforts to get a handle on the scandal by the most sweeping changes to its rule book since the China Aviation Oil crisis.
Some of the proposed changes such as disclosures on pledging of shares were, in fact, suggested by me as far back as March. This was in the wake of Sino-Environment suffering a cross-default on its debts obligations, after its founder lost control when he was unable to repay a loan.
But the proposal on the expanded role of the IDs requiring them to sit on the boards of the overseas units of a listed firm is quite a novel idea.
I expect lots of resistance to this proposal because IDs can no longer claim that they are aware of the goings-on in the far-flung empire of the companies whose boards they sit on.
SGX’s proposal to have a veto over the appointment of key officers and directors, if the firm is in trouble, makes sense. This shows that it is taking its regulatory duties seriously and that it is finally responding to calls from market writers like me to beef up its gate-keeper role.
Consider this scenario: The CEO is under a probe and has taken "sick leave". But he appoints his trusted aide in charge of the company and, except for a change of face, everything remains the same in the firm and there is nothing aggrieved investors can do about it.
Doesn’t this scenario sound very familiar for those who have been closely following the recent ST Money pages ?
At least, the SGX can step in, with the rule change, and refuses to recognise the appointment. And it can alert the investing public with its censure and objections.
That is the hallmark of a disclosure-based regime. Let’s recognise that the SGX should play a watchdog role, albeit an expanded one, with the proposed rule changes.
SGX doesn’t need more teeth to bite and punish. All it needs is to make a few extra growls when things are not quite right. Investors will be grateful for that.