CORPORATE GOVERNANCE OF CHINA

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1 Organisation for Economic Co-operation and Development Development Research Centre of the State Council of the PRC Asian Development Bank CORPORATE GOVERNANCE OF STATE-OWNED ENTERPRISES IN CHINA Privatization and Corporate Governance of SOEs in Korea Hasung Jang Korea University BEIJING, JANUARY 2000

2 Privatization and Corporate Governance of SOEs in Korea Hasung Jang Korea University Phone: Fax:

3 1. SOEs in Korea SOEs in Korea " There are 26 state owned enterprises in Korea excluding eight state owned financial institutions and two commercial banks which were nationalized during the recent economic crisis. " SOEs annual budget in 1998 is 82.4 billion dollar. It exceeds the government budget of 70.8 billion dollar. " Restructuring the SOEs is one of three core restructuring tasks along with corporate restructuring (chaebol restructuring) and financial sector restructuring. " SOEs are classified into two categories of state capitalized enterprise(sce) and state invested enterprise(sie). SCEs refers to the ones that Government s equity ownership in excess of 50% and that are subject to the SCE Management Act. SIEs have no statutory definition. They are subject to the SCE Management Act and Governement maintain the status as the largest shareholder. " SOEs that are engaging in substantial commercial activities are to be privatized. Number of SOEs 26 Number of affiliated company 82 Number of Employee 223,566 Budget of 1998 $82.4 billion, 98.9 trillion Won Revenue of 1997 $59.0 billion, 70.7 trillion Won Net Profit of 1997 $1.4 billion 1.7 trillion Won Three categories of SOE Korean Government categorized SOEs into three group and applied different restructuring policy on each group " Group I: The SOEs that are engaging primarily in commercial activities, with no justifiable reason to remain under state control. They will be privatized. " Group II: The SOEs that perform important public functions and also engage in commericial activities. They will undergo comprehensive restructuring plan that will include privatization of those assets utilized for commercial activities. " Group III: The SOEs that primarily provide important public functions and do not engage in any significant commercial activities. They will remain in their current form as long as the continued provision of public service is found to be necessary. 3

4 Company Group I SOEs Sales volume ($ million) Net profit ($ million) Number of employee Korea Telecom Co. 6, , Korea Tobacco and Ginseng Corp 3, ,680 1 Korea Electric Power Co. 10, ,454 7 Pohang Iron and Steel Co. 8, , Korea Heavy Industries & Const. Co. 2, ,851 3 Korea Gas Co 2, ,891 5 Korea General Chemistry Co Korea Technology Banking Co National Textbook Co Daehan Oil Pipeline Co Korea District Heating Co ,015 3 Exchange rate of KRW1,200/$1 Company Group II & III SOEs Sales volume ($ million) (1997) Net profit ($ million) (1997) Number of employee Number of Affiliated Co. Number of Affiliated Co. Korea Appraisal Board ,120 1 Korea Highway Co. 1, ,178 3 Korea Land Co. 2, ,490 2 Korea National Housing Co. 3, ,914 6 Korea National Tourist Co Korea Petroleum Development Co Korea Resource Co Korea Trade and Investment Promotion Agency Korea Water Resource Co. 1, ,162 2 Rural Development Co ,478 Korea Security Printing and Minting ,634 Co. Agricultural and Fishery Marketing Co. Korea Coal Co ,072 Korea Broadcasting Station ,741 6 Seoul Daily Newspaper ,077 1 Exchange rate of KRW1,200/$1 Problems with SOEs " Management inefficiency and low productivity " Market intervention by government " Diversification into business that is unrelated with core competence " Lack of competition due to state monopoly " Poor governance: poor transparency and accountability 4

5 Reason for restructuring and privatization of SOEs " Reduction in investment risk through private sector participation " Weakened natural monopoly due to technological innovation " Market opening and competitive market environment " Changes in political and social environment 2. Corporate Governance of SOE and Chaebol Improvement in corporate governance of SOEs engaging in commercial activities. For SOEs, there is considerably less likelihood of management-inspired circumvention of proper corporate governance due to their lack of chaebol affiliation. " Government appointed directorship is abolished " Independent outside director should be more than half of the board of directors " Chief executive officer is nominated by independent nomination committee " Corporate accounting standard is applied " Management s performance is evaluated by outside directors " Minority shareholder s rights are significantly improved Existing system Improvements Number of Govn t appointed director Two None Nomination of CEO Minister in charge Nomination committee Appointment of CEO President of the Republic Shareholders meeting Management performance evaluation Government Outside directors Goernment involvement Supervision Reporting Accounting standard Accounting standard for Corporate accounting state invested co. standard Budget and Salary Government standard Autonomous Limit of ownership per entity 1% 7% Government ownership Maintain more than 51% Maintain largest share Improvements in minority shareholder s rights " SOEs that are listed in the stock exchange is subject to same corporate governance guideline and the security exchange regulation. " Improved shareholder s rights enhance the market monitoring function " The following table shows the changes in the minimum proportion of shares required for each minority shareholders right. 5

6 Minority shareholders rights in Korea Security Exchange Law (applicable for listed company) Commercial Code (applicable for unlisted company) Before Revised Revision Dec Minority shareholders right Revised April 1997 Revised Feb Revised May 1998 Derivative suit against the 1% 0.05% 0.01% 5% 1% management (0.5%) Request to remove 1% 0.5% 0.5% 5% 1% directors (0.5%) (0.25%) (0.25%) Opening financial books 3% 1% 1% 5% 3% (1.5%) (0.5%) (0.5%) Shareholder proposal to 1% 1% 1% - 3% shareholders meeting (0.5%) (0.5%) (0.5%) The numbers in the parenthesis is for a company with a paid-in-capital over 100 billion won. Holding company of SOE and Chaebol " There are 82 affiliated companies that belongs to 19 SOEs. SOEs that are engaging in substantial commercial activities owns many affiliated companies. Pohang Iron and Steel Co. owns 16 affiliated companies and Korea Telecom Co. owns 13 affiliated companies. " Fair Trade Act revised in 1999 allowed the holding company. There, however, is no holding company in Korea. " Regulation on the holding company. - Debt to equity ratio should be less than 100% - Ownership of sister company should be more than 50% of the total shares issued by a subsidiary. For the sister company listed on the stcok exchange, ownership should be more than 30%. Structural characteristics chaebols " Business structure - Horizontal Integration: engaging in many unrelated businesses - No competence core - Management objective is in expansion and growth ignoring profitability - Intra-group transactions among affiliated companies at a transferring price - As of April 1998, the average number of affiliated companies for top 30 chaebols is 26.8 and the average number of business line is 20. Samsung group has 61 affiliated companies over 30 different business lines, and Hyundai group has 62 affiliated companies over 37 different business lines. " Financial structure - Debt financing resulted in excessive debt to equity ratio and increased financial risk - Intra-group cross debt guarantee increased chain reaction of bankruptcy among affiliated companies. - Hidden debt and debt guarantee - As of April 1998, the average debt-to-equity ratio for top 30 chaebols is 6

7 519%(excluding financial firms). Among top 30 chaebols, there are four chaebols whose debt-to-equity ratio exceeded 1,000%. As of April 1998, the average debt guarantee-to-equity ratio for top 30 chaebols is 93.1%. " Ownership and governance structure - Management entrenchment through ownership by affiliated companies - Circular share-ownership among affiliated companies: A owns B, B owns C and C owns A - Moral hazard and agency problems due to owner management - No transparency: expropriation of minority shareholder swealth - No accountability: weak board of directors, no management - As of December 1997, for all listed affiliate companies of top 30 chaebols, the average proportion of internally controlled shares is 29.6% out of which the chairmen hold 3.3% and their families and associates hold 3.3%. Proportion of internally owned shares of top five chaebols Chaebol Group Dec August 1999 Net Changes (% point) Hyundai 28.2% 43.1% 14.9% Daewoo 29.4% 33.6% 4.2% Smasung 21.7% 21.2% -0.5% LG 19.1% 28.5% 9.4% SK 25.5% 49.4% 23.9% Structural problems of chaebols " Economic power concentration: monopoly and oligopoly " Over-diversification and horizontal diversification resulted in no competence core " Corruption and illegal political contribution due to close relationship between businessmen and politicians " Imbalance in industry structure between large and small-medium companies. " Risk of chain-reaction bankruptcies poses serious threat to the economy: too big to fail, kill me if you can " Over-investments due to lack of competition in the market " Inefficiency capital allocation due to chaebols dominance in the financial market " Increased financial risk due to excessive debt and cross-debt guarantee among affiliated companies. " Lack of profitability " Lack of transparency and accountability " Expropriation of minority shareholder s wealth by the management " Ignorance of shareholder value: loss of national wealth in the open economy 7

8 New domestic capital raised in the first half of 1998 for top five chaebols. (billion won, %) New Equity Corporate Bond Bank Loan Total Top Five Chaebols (A) 1, , , ,455.2 All Companies (B) 5, , , ,813.9 B/A 28.2% 78.9% 31.9% 48.9% Source: Korea Stock Exchange Chaebols Samung, Hyundai Daewoo LG Dong-A Hanbo Political briberies to former president Rho. Bribe Amount Related Business (billion won) Fighter plane, Entry into an automobile business Seoul-Busan high speed train, New airport construction Nuclear power plants, construction of submarine base Nuclear power plants, construction of submarine base Urban development project 3. Privatization and Restructuring of SOE Objective and principle of privatization " Redirect resources to the core business. To this end, the parent SOEs are to divest from the subsidiaries engaged in, and sell the asset used for, activities unrelated to its core business " The business that is better perfomed by the provate sector is to be privatized. " The corporate governance structure of te SOEs is to be improved to give greater autonomy to the management and to enhance the management s accountability " A policy of de-monopolization is to be pursued through deregulation and market opening " To enhance tranparency, SOEs are to be required to make public the management information including performance indecies and to prepare financial statement using internationally accepted accounting principle 8

9 Ownership structure of SOEs to be privatized (as of Dec. 1999) Government ownership Foreign ownership Privatization completed Korea Technology Banking Co. National Textbook Co. 0.0% 0.0% 12.1% - Complete Pohang Iron & Steel Co. 9.8% 30.0%/30% privatization Korea Heavy Ind. Const. Co. (84.3%)* - Korea General Chemical Co. (98.8%)* - Phased Korea Telecom Co. 59.0% 4.9%/5.0% privatization Korea Electric & Power Co. 66.7% 22.6%/30% Korea Tobacco & Ginseng 81.8% 2.0%/5.0% Korea Gas Co. 51.3% 5.0%/5.0% Daehan Oil Pipeline Co. (48.8%) - Korea District Heating Co. 100% - *: indirect ownership through other SOEs, KEPCO and Korea Development Bank Unlisted Unlisted Unlisted Unlisted Unlisted Restructuring and improving corporate governance of chaebols " Reduction in debt to equity ratio to below 200% for top 30 chaebols by the end of 1999 " For all listed companies, the board of directors should be consisted of more than quarter of independent outside directors " Liberalization of foreign equity ownership: limit on foreign ownership is eliminated except for SOEs " Cross debt guarantees is to be completely eliminated by March 2000 " Liberalization of the M&A market " Enhancing transparency: chaebols are required to produce combined financial statements beginning in fiscal year of 1999 " Enhancing management accountability: chairman and large shareholder who exercise influence on the management as a de facto directors are subject to same responsibility as an executive director " Strengthening the internal monitoring system: audit committee is to be required for all listed companies " Strengthening minority shareholders right " Minority shareholder s activism has brought changes in the management practice Improved corporate governance of selected listed Korean SOEs " Case 1: Korea Telecom Co. - on the Korea Stock Exchange in December, Increase in foreign ownership through issuance of DR Government Domestic Foreign shareholders shareholders Domestic market DR 59.0% 21.6% 5.0% 14.4% - The government owns 59% of outstanding shares and is committed to selling down to 33% by the end of

10 - In 1998, KT is given complete independence to set its own budgets and business plan without interference - Board of directors consisted of more than half of independent outside directors: 6 executive directors and 7 outside directors - Independent nomination committee propose candidate of CEO to shareholders - Share price has increased significantly KT s share price after listing in December 1998 KT's Share Price Offring Price Dec-98 Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 - CEO s background 1 st : Army general, Parliament member 2 nd : Deputy minister of Ministry of Communications 3 rd : Professor 4 th : Army general 5 th : Deputy minister of Ministry of Communications 6 th : 1997-present 5 th president of KT: the first internal promotion " Case 2: Korea Tobacco and Ginseng Co. - on the Korea Stock Exchange in October, In 2000, KT&G is given complete independence to set its own budgets and business plan without interference - Board of directors consisted of more than half of independent outside directors: 7 executive directors and 8 outside directors - Independent nomination committee propose candidate of CEO to shareholders - Performance valuation using Economic Value Added - CEO s background 1 st : Chief of National Monopoly Bureau 2 nd : Chief of National Tax Bureau 3 rd : Deputy minister of Ministry of Finance 4 th : 1997-current Vice president of KT&G: The first internal promotion 10

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