directors non–executive - hay · pdf fileas the importance of corporate governance...

As the importance of corporate governance increases, interest in non-executive directors who create and enforce governance will follow. This review provides a detailed snapshot of the compensation and responsibilities of the individuals responsible for the governance of leading companies in ASEAN.

February 2012

Non–executive

directors in ASEANPay practices, responsibilities and policies

Contents

Executive summary

1. Remuneration

1.1 Total board costs

1.2 Average NED Pay

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34

1.3 NEDs Remuneration by elements

1.4 Differentiated pay among major board committees

1.5 Industry pay practice

1.6 Pay practices by firm ownership

2. Codes of corporate governance

2.1 Board composition

2.2 Board leadership

2.3 Definition of independence

2.4 Directors’ independence from major shareholder

2.5 Board committees

2.6 Remuneration for NEDs

3. General board information

3.1 Board structure

3.2 Tenure of independent directors

3.3 NED gender diversity

3.4 NED board leadership

4 Conclusion

Data collection and sample

List of Tables

Table 1.1 Prevalence of board committees

Table 1.2 Number of board meetings (median)

Table 1.3 Prevalence of differentiated pay and median retainers/fees

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16

17

19

20

23

24

25

26

31

31

3

4

5

46

for committees

Table 1.4 Individual NED pay by industries in 2010 (median in US$)

Table 2.1 Corporate governance watch market scores: 2007 vs 2010

Table 2.2 Recent codes of good governance in ASEAN countries

Table 2.3 Comparison of current definition of independent director in

ASEAN countries

Table 2.4 The dependence relation of NEDs in top 50 public companies

in Singapore

Table 2.5 Codes of good governance: Board committees

Table 2.6 Codes of good governance: Remuneration practices

Table 3.1 NED gender diversity: Female NED composition

Table 3.2 Board leadership

List of Figures

Figure 1.1 Total board costs (US$) in 2010 in absolute terms versus

Figure 1.2 Change of total board costs (median): 2008-2010

Figure 1.3 Relationship between total board costs and company size

Figure 1.4 Average NED pay (US$) in 2010 6

6

7

8

46

Figure 1.5 Change in average NED pay (US$): 2008-2010

Figure 1.6 Average NED pay and firm size

Figure 1.7 Average NED Pay in 2010: Chairman versus member

10

46

Figure 1.8 Composition of NED remuneration (2010)

10

18

27

Figure 1.9 Prevalence of each component of NED remuneration (2010)

Figure 1.10 NED compensation in companies of different ownership (US$) in 2010

Figure 3.1 Median board size and percentage of independent directors in

ASEAN: 2010

Figure 3.2 Tenure of independent directors: 2010 28

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percentage of revenue

Executive summary

With the spotlight firmly on corporate governance issues and board activities, regulators, investors, and listed companies in Asia are paying increased attention to the practice and compensation of board of directors. A topic of particular interest is how non-executive directors (NEDs) should be remunerated. A NED is a board member of a company who is not part of the executive team or is not employed by the company. NEDs include independent directors and non-independent NEDs. The crucial role played by NEDs in improving company performance and accountability is widely recognized.

Existing research, however, typically focuses on issues of NEDs in individual countries. In this research, we set out to review the practices and compensation of NEDs in the largest-listed companies in four ASEAN countries, namely, Indonesia, Malaysia, Singapore, and Thailand with the following aims:

• TounderstandthecommonalitiesanddifferencesinNEDpracticesandcompensation inthesecountries.

• TocompareASEANpracticestothatinthewesterncountriesandidentifygaps.

• ToproposeanappropriateASEANmodelforNEDpracticesandcompensation.

Pertinent highlights from this study include:

IndonesiahasthehighesttotalboardcostsandaverageNEDcompensation

The total board costs in Indonesia (US$1,090,000) are the highest in absolute value among the four countries. This is followed by Singapore (US$480,000) and Thailand (US$440,000). Malaysia (US$306,000) tends to have the lowest board costs. The median total remuneration for a NED in Indonesia (US$178,600) is also the highest among the four countries, followed by Singapore (US$75,300). In Thailand and Malaysia, the average remuneration for a NED is US$46,600 and US$46,300, respectively.

NEDs in Indonesian companies receive higher pay because state-owned companies and some private companies stipulate their pay to NEDs as a percentage (e.g. 40% and 36%) of the president-director’s compensation, including both salary and bonus components. The two components constitute 82% of the remuneration for NEDs and the bonus component is performance-linked. In comparison, the majority of the remuneration for NEDs in the other three countries is directors’ fee (89% in Singapore, 68% in Malaysia and 55% in Thailand), which is a flat fee and not performance-linked.

TotalboardcostandindividualNEDcompensationishigherinlargercompanies.

There is a positive correlation between total board costs and company size. In Singapore, the median total board cost is approximately US$440,000 in companies with market capitalization in the range from US$1b to US$4billion; and US$990,000 in companies with market capitalization of more than US$4billion. In Thailand, the median total board cost is approximately US$300,000 in those companies with market capitalization in the range from US$700m to US$2b. In Thai companies with market capitalization larger than US$2b, the median board cost is US$1,000,000.

Larger companies also pay higher to individual NEDs. In Singapore, the median average NED pay is approximately US$75,000 in companies with market capitalization in the range from US$1b to US$4b, and US$124,000 in companies with market capitalization of more than US$4b. In

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Non–executive directors in ASEAN2


Thailand, the median average NED pay is approximately $35,000 in those companies with market capitalization in the range from US$700m to US$2b companies with market capitalization larger than US$2b, the median average pay is US$85,000.

BenefitsandperquisitesarewidelyusedforNEDremunerationinMalaysia,IndonesiaandThailand.

In particular, benefits-in-kind in Malaysia account for a significant portion (27%) of total remuneration for NEDs, in various forms like social allowance, car allowance, reimbursement, retirement gratuity and others. Companies in Indonesia and Thailand also offer benefits or perquisites to NEDs.

BonusesareasignificantproportionofNEDremunerationinThailand

Similar to Indonesia, about 50% of companies in Thailand also offer bonuses to NEDs. The bonuses can be fixed or variable (linked to company profit) and account for a significant proportion (33%) of NED remuneration.

Share-basedcompensationwasnotcommonlyusedforNEDremuneration

In Singapore, 10 out of the top 50 companies offer stock option plans for NEDs and 13 companies offer full-value share plans for NEDs. In contrast, less than 10% of companies in the other three countries do likewise.

Auditcommitteechairandmembersreceivehigherannualretainers

Our review suggests that, in Singapore, audit committee chair and members receive higher annual retainers than the chairs and members of other committees. The meeting fees for audit committee meetings, however, are the same as other committee meetings. In Thailand, one half of the listed companies we reviewed have this differentiated pay practice, and a smaller portion of companies (less than 1/3) set different meeting fees for audit committee meetings. Such practice reflects the rising trends that audit committees bear more direct responsibility for failure of oversight.

NEDsinfinancialindustryreceivehigherremuneration

Banks in the four countries offer the highest pay to NEDs, compared to companies in other industries. And the median compensation for NEDs in banking industry in Malaysia (US$318,900) and Indonesia (US$307,800) is much higher than that in Singapore (US$120,600) and Thailand (US$86,000).

State-owned/linked companies offer the highest remuneration for individual NEDsOur survey of the large listed companies show that, state-owned/linked companies in Singapore, Indonesia and Thailand offer the highest level of compensation for individual NEDs, followed by the domestic private-owned companies. Foreign-owned companies offer the lowest level of compensation for NEDs in these three countries. Furthermore, the level of compensation offered by foreign-owned companies in the three countries is quite similar, ranging from US$40,000 to US$50,000, despite of the large differences in the level of compensation in the other two types of firms across the countries.

FemaleNEDsareunder-representedonboards

During 2008-10, the majority of the large listed companies in the four ASEAN countries have no female NED on their boards. The prevalence of female NEDs in Indonesia (around 30%) is the lowest. In Singapore, the percentage of companies with one or more female NEDs on their boards remained largely unchanged at around 45%. In comparison, companies in Malaysia and Thailand are making greater progress and more than half of the companies have female NEDs on their boards in 2010.

1.Remuneration

1.1TotalboardcostsTotal board costs refer to the total remuneration paid to the board of directors. In Singapore and Malaysia, executive directors (EDs) typically do not receive additional compensation for sitting on boards. Therefore, the total board costs comprise the total remuneration paid to the NEDs.

In Indonesia, because the board of commissioners and board of directors are separate, total board costs here refers to the total remuneration paid to the board of commissioners. In Thailand, among the 50 companies reviewed, EDs in most companies also receive cash retainers or meeting allowance and directors’ allowance. This is different from the practice in the other three countries. Thus the total board costs for Thailand companies include remuneration paid to both EDs and NEDs.

Figure 1.1 shows the total board costs in dollars and as percentage of company revenue in 2010. In general, the median total board costs in Indonesia (US$1,090,000) are the highest in absolute value among the four countries. This followed by Singapore (US$480,000) and Thailand (US$440,000). Malaysia (US$306,000) tends to have the lowest board costs.

In relative terms, the median total board costs in Indonesia (0.103%) remain the highest. The median total board costs in Thailand (0.038%) ranks the second highest among the four countries. The median total board costs in Singapore (0.029%) and Malaysia (0.027%) are at similar levels.

Figure1.1Totalboardcosts(US$)in2010inabsolutetermsversuspercentageofrevenue

Theboxplotshowsthedistributionofthedatasample.Theboxrepresentsthemiddle50%ofthedata.Theupperwhiskerrepresentsthemaximumvalue,whiletheloweronerepresentstheminimum.Theremaining50%ofthesampleiscontainedwithintheareasbetweentheboxandthewhiskers,withsomeoutliers(asindicatedbythedotsoutsidethewhiskers).Thelinewithintheboxshowsthemedian.

Note:Singapore(n=49),Malaysia(n=21),Indonesia(n=29),andThailand(n=48)

Totalboardcosts(US$):2010

1,00

0,00

0

SingaporeSingapore Malaysia Indonesia Thailand

3,00

0,00

0

480,000 306,000

1,090,000

440,000

0

Totalboardcosts(as%ofRevenue):2010


0.029% 0.027%

0.103%0.038%

00.

1%0.

2%0.

3%0.

4%0.

5%

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Figure 1.2 shows that the total board costs in the four countries increased steadily in the past three years. In Singapore, the total board costs increased 9% in 2009 and 2010, compared to the previous year. In Malaysia, the costs showed a 21 percent increase in 2009 and 9 percent increase in 2010. In Indonesia, the costs increased 19% in 2009 and 5% in 2010. In Thailand, the costs decreased by 8% in 2009 but increased 18% in 2010.

Figure1.2Changeoftotalboardcosts(median):2008-2010


0

200,000

400,000

600,000

800,000

1,000,000


200820092010

1,200,000

US$

Our analysis (Figure 1.3) confirms that there is a positive correlation between total board costs and company size (measured by market capitalization). The larger companies may pay higher compensation for their boards of directors due to larger scale, more complex organizational structure and tasks, or larger companies tend to have larger board size.

This pattern is apparent across the four countries. In Singapore, the median total board cost is approximately $440,000 in companies with market capitalization in the range from US$1b to US$4b, and $990,000 in companies with market capitalization of more than US$4b. In Thailand, the median total board cost is approximately $300,000 in those companies with market capitalization in the range from US$700m to US$2b. In Thai companies with market capitalization larger than US$2b, the median total board cost is $1,000,000.

Figure1.3Relationshipbetweentotalboardcostsandcompanysize

Singapore

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1,00

0,00

0

MarketCapitalization(millionUS$)

2,00

0,00

00

200 38,000

1,00

0,00

0


3,00

0,00

00

185 20,000

Malaysia

Indonesia


51

67 25,000

1,00

0,00

0

Market Capitalization (million US$)

3,00

0,00

00

40 30,000

Thailand

-1,0

00,0

00

43

20

0 1,

000,

000

3,00

0,00

0 5,

000,

000

67 25,000 Market capitalisation (million US$)

Total board costs

Total board costs Total board costs

Total board costs

0 1,

000,

000

2,00

0,00

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200 38,000 Market Capitalization (million US$)

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000

2,00

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200,

000


400,

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600,

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75,30046,300

178,600

46,600

080

0,00

0


1.2AverageNEDpayFigure 1.4 shows that, at the median level, Indonesia companies have the highest average NED pay (US$178,600). Singapore’s median remuneration for individual NEDs ($75,300) ranks the second among the four countries. The median average NED pay in Thailand (US$46,600) and Malaysia (US$46,300) are similar.

Figure1.4AverageNEDpayin2010(US$)

Additionally, Figure 1.5 indicates that the median average NED pay in the four countries increased steadily in the past three years. More specifically, in Singapore, the increase was 9% in 2009 and 2010. In Malaysia, the increase was 17% in 2009 and 3% in 2010. In Indonesia, the increase was 13% and 10% respectively in 2009 and 2010. In Thailand, the increase was 14% in both years.


Figure1.5ChangeinaverageNEDpay(US$):2008-2010

0

40,000

80,000

120,000

160,000

200,000


200820092010


Figure 1.6 shows the positive relationship between individual NED pay and firm size in the four ASEAN countries. Individual NEDs are paid higher remuneration in larger companies in all the four countries.

Figure1.6AverageNEDpayandfirmsize

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Singapore


100,

000


200,

000

0

220 40,000

1,00

0,00

0


3,00

0,00

00

185 20,000

Malaysia

Indonesia

4,00

0,00

0


8,00

0,00

00

65 20,000

1,00

0,00

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2,00

0,00

00

40 30,000

Thailand

-1,0

00,0

00

For example, in Singapore, the median average NED pay is approximately US$75,000 in companies with market capitalization in the range from one billion to four billion, and US$124,000 in companies with market capitalization of more than four billion. In Thailand, the median average NED pay is approximately US$35,000 in those companies with market capitalization in the range from 700 million to two billion. In companies with market capitalization larger than US$2b, the median average pay is US$85,000.

0 50

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1000

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0



Let us look at the compensation of chairman and board members separately (Figure 1.7). In Singapore and Thailand, the chairman typically receives twice the amount of compensation as the other board members. In Malaysia, the difference is more than 3 times.


Figure1.7AverageNEDPayin2010(US$):Chairmanversusmember

Note:Singapore(n=19),Malaysia(n=20)andThailand(n=43).Indonesiaisexcludedbecauseofdataavailability.ThemedianremunerationforchairmanandmemberisgeneratedfromindividualNEDpayinformationdisclosedintheannualreports.

0

50,000

100,000

150,000

200,000

Singapore Malaysia Thailand

Chairman

Member

185,600

87,200104,000

32,700

86,000

45,000

1.3NEDsRemunerationbyelementsAs illustrated in Figure 1.8, significant variations exist in the composition of NEDs remuneration across the four countries:

• InSingapore,theremunerationforNEDsismainlycomposedbydirectors’fee(89%)

• InMalaysia,27%oftheremunerationcomesfrombenefits-in-kind,thelargestproportionamongthefourcountries.

• InIndonesia,particularlyinthestate-ownedcompanies,thecompensationforboardofcommissionersisstipulatedasapercentage(e.g.40%)ofpresident-director’s(bothsalaryandbonus).Directors(inIndonesia’scase,commissioners)receivesalarywhichisauniquepracticeamongthefourcountries.

• BothIndonesiaandThailandofferbonusestoNEDs,whichareeitherfixedorvariable(linkedtoprofit).

The prevalence of pay components differs significantly across the four countries (Figure 1.9). Most companies in the four countries offer directors’ fee to NEDs, including monthly or annual cash retainer, committee compensation, board meeting fees and other allowance.

A significant higher percentage of companies in Malaysia (83%), Indonesia (68%), and Thailand (40%) offer benefits to NEDs, compared to companies in Singapore. In Malaysia, the benefits can include social allowance, car allowance, reimbursement, retirement gratuity and others.

In Indonesia, companies offer benefits in the form of housing, transportation, electricity & communication, health insurance, and retirement allowance. In Singapore, 10 companies have stock option plans for NEDs and 13 companies have share plan for NEDs. In comparison, in the other three countries, very few companies offer share-based compensation for NEDs.

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Figure1.8CompositionofNEDremuneration(2010)



Figure1.9PrevalenceofeachcomponentofNEDremuneration(2010)

SingaporeMalaysiaIndonesiaThailand

Directors’fee(cashretainer,committee

compensation,boardmeetingfees)

88%94%

74%93%

19%83%

68%40%

2%0%

79%43%

2%11%

74%0%

27%6%

11%3%

21%11%

5%10%

Benefits

Bonus

Salary

Full-valueShares

StockOptions


Singapore Malaysia Indonesia

Salary

0%10%20%30%40%50%60%70%80%90%

100% 2% 3%

3%

33%

11%

55%

8%7%

48%

34%

68%

27%

8%

89%

Share-basedCompensation

Benefits

Directors’Fee

Thailand

Bonus

Since the subject of board remuneration is a hotly discussed one, we will take the opportunity to discuss four salient points that persistently crop up in our work in ASEAN:

Meetingfeesvs.Annualretainers

Although meeting fees remain a majority practice, there is a trend away from such fees to annual retainers instead. The rationale is that attendance is a core requirement of board member and directors should not be paid for it.

Meeting fees may encourage directors to view board service as a series of discrete meeting, rather than an on-going performance oversight service. In addition, meeting fees are not designed to pay for responsibility. The current structures used in the ASEAN countries for meeting fees, including fees for local meetings, overseas meetings, attendance in person, attendance through conference call, board meeting and sub-committee meeting etc, are complex to administer and difficult to justify.

Therefore, boards in ASEAN countries can consider simplifying the structures by paying only retainers and not meeting fees. Nevertheless, fees for meetings that exceed the normal requirements, such as more frequent meetings for merger and acquisition purposes, are also deemed appropriate.

Peggingdirectors’remunerationtotheCEO’scompensation

Indonesian companies compensate their board of commissioners with a pre-determined percentage of the president-director’s salary and bonuses. Although the board and the CEO have separate but comparable responsibilities and values, this practice may make directors susceptible to conflict of interests.

Short-termincentivesforNEDs

Indonesian and Thai companies compensate NEDs with bonuses. In our view, NEDs should not receive bonuses because such short-term incentives will align the interests of NEDs closer with management and encourage management to take excessive risk of short-term nature. NEDs should be viewed and therefore, compensated as fiduciaries.

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Reconsiderperquisitesandotherbenefits

Perquisites have been criticised for having no relation to either corporate performance or the quality of director service; and that they may compromise the independence of the directors by aligning the directors’ interests with the management’s, rather than the shareholders’.

In the U.S., the SEC’s recent compensation disclosure rules require greater transparency about director’s perquisites. Companies are required to report in their proxy statements: directors’ perquisites and other personal benefits that equal to or exceed $10,000 in aggregate and that exceeds $25,000 by type. Research shows that firms with weak corporate governance that hide large amounts of perquisites prior to the new rules experienced negative market returns after their proxy statements were released.

Moreover, the prevalent practice of offering other benefits in Malaysia, Indonesia and Thailand are usually legacies inherited from state-owned companies prior to corporatization/ privatization. Hence, boards in these countries should reconsider the continued appropriateness and relevance of including perquisites as part of director compensation.

Share-basedcompensation

Western practice advocates paying NEDs a proportion (e.g. 50%) of variable remuneration like share-based compensation. The share-based compensation can be in the forms of full-value shares or share options.

In recent years, the practice of awarding NEDs full-value shares is gaining more prevalence over granting share options because option plan is criticised for its asymmetric payoffs, weak link between NEDs’ efforts and stock price and “backdating” problems. In addition, companies can choose to grant options before the release of good news, known as “spring loading”.

Instead, we recommend that a well-designed restricted share awards that takes timing of grants and vesting into consideration can align the interests of directors better with that of shareholders’. To tighten governance, shareholders should approve the share-based compensation of the directors, rather than the directors.

1.4DifferentiatedpayamongmajorboardcommitteesThe work of the board is increasingly being conducted at the committee level. As shown on Table 1.1, most companies in the four countries we reviewed maintain audit, nomination and remuneration committees (or a combined committee of nomination and remuneration). The prevalence of the risk management committee, however, is lower, especially in Malaysia (32%) and Thailand (37.5%).

In terms of board meetings, Table 1.2 indicates that the frequency of board meetings and committee meetings are significantly higher in Indonesia and Thailand. In particular, audit committees in Indonesia meet more than 10 times a year, which is significantly more often than occurs in Singapore (4) and Malaysia (5).

Table1.1Prevalenceofboardcommittees

ThailandIndonesiaMalaysiaSingapore

AuditCommittee

NominationCommittee

RemunerationCommittee

RiskManagementCommittee

No.ofcompanies

100%

98%

100%

46%

50

100%

90%

90%

32%

49

100%

89%

89%

79%

19

100%

92%

92%

37.5%

48

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Table1.2Numberofboardmeetings(median)

Singapore

Remuneration Committee

BoardMeetings

Risk Management Committee

CommitteeMeetings

Other Committee Meetings

Audit Committee

No.ofcompanies

Nomination Committee

Malaysia Indonesia Thailand

2010 2010 2010 2010

2 2 6 3.5

4 4.5 10 9

5 6 7.5 9

4 5 11 9

2 3 3.5 3

4 12 12 7

2009 2009 2009 2009

2 2 4 3

4 6.5 8.5 5

50 49 19 48

5 6 8 9.5

4 5 12 9

2 2 4.5 3

3 7 10.5 6

2008 2008 2008 2008

1.5 3 4 5

4 5 6 5

5 6.5 9 10

4 5 14 9

2.5 2.5 4 3

4 7 7.5 5.5

Note:Othercommitteesmayincludecorporategovernancecommittee,executivecommittee,strategycommittee,investmentcommittee,etc.

Next, we review the compensation for sub-committee services, which usually include two components:

• fixedcashretainerforcommitteeservice

• meetingallowancebasedonmeetingattendance

Among the companies reviewed, only sufficient number of companies in Singapore (17) and Thailand (24) disclose their compensation structure for committee services of different committees. Therefore, Table 1.3 shows the compensation structure for committee service in Singapore and Thailand only. Companies tailored some aspects of committee compensation to their level of work and responsibilities and the following are worth noting:

Firstly, as Panel A in Table 1.3 shows, in all the reviewed companies in Singapore, service on audit committee receives higher cash retainers than service on other committees (nomination and remuneration committee, risk management committee etc). But the meeting allowance is the same for all committees. In comparison, the differentiated pay is less popular in Thailand (50% for chairman and 41% for members). Approximately 30% of the companies offer differentiated meeting fees to chair and members in audit committee and other committees.

Secondly, compared to that in Singapore, the level of compensation for committee service in Thailand (in both retainers and meeting fee components) is much lower. A majority of Thai companies under review (70%) offer committee retainers to the audit committee chair and members, while fewer companies (40%) offer committee retainers to other committees. Instead, the companies offer meeting allowances only to the other committees.

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Audit Nom./Rem. Risk

32%27%41%50%

Table1.3Prevalenceofdifferentiatedpayandmedianretainers/feesforauditcommitteeandothercommitees

Singapore (n=17)

Thailand (n=24)

MemberChair

Retainer

Note:Othercommitteesmayincludecorporategovernancecommittee,executivecommittee,strategycommittee,investmentcommittee,etc.

PanelA.Prevalenceofdifferentiatedpay

MeetingFee

MemberChair

0%0%100%100%

Singapore (n=17)

Thailand (n=24)

Chair

PanelB.Mediancommitteeretainers(US$)

Member

31,700


15,900 18,600 15,900 7,900 9,100

7,800 700 0 4,000 0 0


Singapore (n=17)

Thailand (n=24)

Chair

PanelC.Medianmeetingfeespermeeting(US$)

Member

1,600


1,600 1,600 1,600 1,600 1,600

800 800 870 800 670 800


Singapore (n=17)

Thailand (n=24)

Chair

PanelD.Totalcompensationforcommitteeservice(US$)

Member

31,700


20,600 23,800 19,000 11,100 13,100

12,500 5,000 1,700 10,000 3,100 1,350

1.5IndustrypaypracticeAs shown in Table 1.4, banks in the four countries offer the highest pay to NEDs. And the amount of compensation paid to NEDs in banking industry in Malaysia and Indonesia is much higher than that in Singapore and Thailand.

The industries in Indonesia and Thailand represented in this report vary considerably in terms of total compensation for individual NEDs. In comparison, the pay difference is smaller in industries in Singapore.

Table1.4IndividualNEDpaybyindustriesin2010(medianinUS$)

Note:industrieswithlessthan3companiesinoursampleareexcluded.

Singapore

Industry $ NRank

Malaysia

Industry $ N

Indonesia

Industry $ N

Thailand

Industry $ N

1 Banks 120,600 3 Banks 318,900 5 Banks 307,800 10 Banks 86,000 8

2 Food 90,000 3 Mining 21,900 3 Oil & Gas 72,500 6

3 Transportation 87,300 4 Telecommunications 88,500 4 Telecommunications 66,200 3

4 Engineering & 83,300 3 Agriculture 26,200 3 Electric 54,800 3 Construction

5 Real Estate 77,700 12 Chemicals 53,600 4

6 Telecommunications 76,900 3 Retail 35,500 5

7 Lodging 61,900 3 Food 19,500 3

8 Agriculture 59,500 4

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1.6PaypracticesbyfirmownershipTraditionally, in ASEAN countries, certain industries (e.g., banking, telecom, etc.) tend to be subject to more regulations and the state may even own a substantial stake in the companies.

Figure 1.10 shows the differentiated pay practice in companies with different types of ownership across the four countries. In Singapore, we reviewed the Temasek-linked companies (16) among the top 50 listed companies as state-owned companies. In Singapore, Indonesia, and Thailand, NEDs in state-owned companies receive higher compensation than other companies.

In comparison, NEDs in foreign-owned companies receive the lowest level of compensation in Singapore, Indonesia and Thailand. NEDs in local Indonesian companies (both state-owned and private-owned), who serve as board of commissioners, receive significantly higher pay than NEDs in the other three countries. NEDs in foreign companies in Indonesia, however, pay similar level of compensation as most companies in other countries.

Figure1.10NEDcompensationincompaniesofdifferentownership(US$)in2010

0

50,000

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Singapore

92,0

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73,0

00

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39,0

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48,0

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296,

000

194,

400

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46,6

00

41,1

00

Malaysia

Indonesia Thailand

State-ownedEnterprises

Private-ownedEnterprises

Foreign-ownedEnterprises

16 25 11 12 7 2 8 10 10 4 38 6N

2.Codesofcorporategovernance

Fuelled by the competitive pressures of globalisation, privatisation of state-owned enterprises, the growth and diffusion of shareholding, and increased merger activity among large corporations, interest in corporate governance continue to be on the watch-list of issuers, investors and regulators alike in ASEAN markets.

Table 2.1 shows an overview of the corporate governance of ten Asian countries in 2007 and 2010, provided by the Asian Corporate Governance Association based on corporate governance rules and practice, enforcement and other macro factors. Singapore ranks No. 1 among the ten countries in 2010; Thailand achieved the most progress in the past 4 years; Malaysia ranks No. 6 with steady improvement; Indonesia has been ranked the lowest among the ten countries.

Table2.1Corporategovernancewatchmarketscores:2007vs2010

2007 2010 Change

1. Singapore 65 67 +2

2. HongKong 67 65 –2

3. Japan 52 57 +5

4. Taiwan 54 55 +1

5. Thailand 47 55 +8

6. Malaysia 49 52 +3

7. India 56 49 –7

8. China 45 49 +4

9. Korea 49 45 –4

10. Indonesia 37 40 +3

Source:AsianCorporateGovernanceAssociation

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In this section, we review the codes of governance issued by regulators in the four ASEAN countries. They differ across countries as shown by Table 2.2, which reports some key features of a few recently drawn codes.

The codes and stock exchange listing rules in Singapore, Malaysia and Thailand advocate disclosure by listed companies of the degree to which they comply with code recommendations, together with an explanation of any areas of non-compliance, or on a “comply or explain” basis. The codes and other guidelines are not legally binding, but are intended to provide guidance and to improve understanding of the functions of directors.

Nevertheless, “comply or explain” disclosure requirements do exert some coercive pressure.

Table2.2RecentcodesofgoodgovernanceinASEANcountries

Country

SingaporeCG Code 2005

MalaysiaCG Code 2007

IndonesiaCode of Good CG

2006

ThailandPrinciples of Good

CG 2006

“ComplyorExplain”requirement?

Yes

Yes

Yes

Yes

Independentdirec-tors

Proportion

At least 1/3

At least 1/3

No less than 30%

At least 1/3, but no less than 3

SeparationofChairman-CEO

Should in principle be

separate persons

Clear preference for split

Have separate leader-ship under a two-tier

board system

Chairman should be independent

Country-specificgovernanceissues

Encourage long-term incentives to directors

Draw from UK experi-ence; Senior indepen-

dent NED

Adopt a two-tier board system

The chairman of the board should not be

either a chairman or a member of any com-

mittee

Source:AsianCorporateGovernanceAssociation

2.1BoardcompositionNotwithstanding the diversity in board structures among the four countries, all codes place significant emphasis on the need for a board that is sufficiently independent to exercise its decision-making capacity objectively, to ensure accountability and provide strategic guidance.

The ability to exercise objective judgement of management’s performance is crucial to the board’s ability to monitor management. A general consensus is that this is in part an issue of board composition, and that listed company boards should include a significant proportion of outsiders. As shown on Table 2.2, the codes in the four countries all require at least one-third of the board members to be independent.

2.2BoardleadershipIf the board chairman is also the leader of the management under supervision, he or she faces a significant conflict of interest. This leadership structure may impede the supervisory ability of the board.

Therefore Singapore and Malaysia codes advocate separation of the leadership roles to increase the distinction between the roles, the independence of the board, and to eliminate a source of conflicts (Table 2.2).

Thailand’s recommended best practice goes a step further and calls not only for separation but also the chairman to be an independent director. In the two-tier board systems like Indonesia’s, the distinct supervisory and management boards have their separate leadership.

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2.3DefinitionofindependenceAlthough the concept of director independence is similar in many codes, definitions of “independence” vary (Table 2.3). In general, the regulatory parties look at the employment with the company, relationship with major shareholder, and material business relationship. This approach of defining director independence is found in all four countries, with variation in specificity or relationship with the major shareholder.

The Singapore Code (2005) and Malaysia Code (2007) are more specific, although the current version of Singapore Code is less concerned about a directors’ relationship with major shareholders. However, in 2011, the Corporate Governance Council in Singapore proposed to add two additional circumstances to determine that a director is not independent:

(1) when the director has relationship with substantial shareholders;

(2) when a director is related to providing professional service to the company.

In addition, the proposed revision also states that when a director has served on a board for over nine years, the board should explain why such director should be considered independent.

With the proposed changes, the Singapore Code will probably be the most stringent among the four countries.

The Indonesian listing rules have less specific definitions, which state that “independent commissioners are members of the board of commissioners not affiliated with the controlling shareholders and/or other commissioners and/or directors and not serving concurrently as director in another affiliated company”.

In Thailand, the definition of independence is also less specific, emphasizing a director’s independence from executives, adviser and not being a major shareholder.

Table2.3ComparisonofcurrentdefinitionofindependentdirectorinASEANcountries

Note:*ThenewrevisionproposalstotheCodeinthe2011consultationpaper.

Singapore Malaysia Indonesia Thailand

1. Not an executive of the company– Within past

2. Not a major shareholder

3. Not a relative to any executive or major shareholder– Within past

4. Not a nominee or representative of any executive or major shareholder or entity with different interest

5. Not a professional adviser– Within past – Amount limit

7. Not receiving any additional compensation

6. No material business dealings– Within past – Amount limit

3 years

New proposal*

3 years (propose to include major

shareholder in 2011)

New proposal

New proposal

1 year Aggregate

payments over S$200,000

3 years

2 years

2 years; 5% of the gross revenue of the

said director or entity; or RM 1 million

2 years; 5% of the gross revenue of the

said director or entity; or RM 1 million

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Table2.4ThedependencerelationofNEDsintop50publiccompaniesinSingapore

Dependencerelation

Relationship with substantial shareholders

Assuming positions in the related companies

Service contract

Former executives of the companies

Involved in the management of the companies

No disclosure

%

64

12

4

4

2

14

2.4Directors’independencefrommajorshareholderIn ASEAN, the share ownership of companies is usually highly concentrated, instead of dispersed. Companies usually have a controlling or substantial shareholder who can exert significant influence on their operations and governance, sometimes at the expense of minority shareholders.

When a director is directly associated with the controlling shareholder, the probability exists that he will support the latter to the detriment of the minority shareholder. This is known as the “principal-principal agency problem”. As a result, the rationale behind the independent director institution in ASEAN differs from that in the US: emphasizing more on the independence from the controlling shareholder and the role of monitoring the controlling shareholders.

Take Singapore as an example. Our review shows that among the top 50 publicly-held companies, 88% of them have a controlling shareholder who holds 15% or more of voting shares in the company. Among the 431 directors in the 50 companies, 103 are non-independent NEDs and 66 (64%) are not independent because of their relationship with the substantial shareholders (Table 2.4).

2.5BoardcommitteesThe codes reflect a trend towards reliance on board committees to help organise the work of the board, including audit, nomination, and remuneration committees. While recommendations concerning composition of the committees may vary, the codes in the four countries generally recognize that NEDs and, in particular, independent directors have an important role to play in these committees (Table 2.5).

Table2.5Codesofgoodgovernance:Boardcommittees

Country

SingaporeCG Code 2005

MalaysiaCG Code 2007

IndonesiaCode of Good

CG 2006

ThailandPrinciples of

Good CG 2006

Auditcommittee

Exclusively NEDs, a majority, including the chairman, should

be independent; at least 2 should have accounting expertise.

Nominationcommittee

Remunerationcommittee

Exclusively NEDs; a majority are independent; at least 1 should be a member of an accounting

association.

Should be chaired by an inde-pendent commissioner; at least 2

should have accounting expertise.

The majority should be indepen-dent; chairman should be inde-pendent; at least 1 should have

accounting expertise.

A majority, including the chairman, should be

independent; chairman should not be associated with a substantial shareholder.

Exclusively NEDs; a majority should be independent.

Should be chaired by an independent commissioner.

The majority should be independent; chairman should be

independent.

Exclusively NEDs; a majority, including the

chairman, should be independent.

Wholly or mainly of NEDs.

Should be chaired by an independent

commissioner.

The majority should be independent; chairman should be independent.

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2.6RemunerationforNEDsThe procedures for determining director’s remuneration are similar in the four countries: a remuneration committee (RC) is responsible for recommending remuneration arrangements to the board and the entire board will determine the remuneration package. The director concerned should avoid determining his or her own remuneration. As for the level of the remuneration, they should be appropriate to the experience, contribution, performance, as well as industry practice but the NED should not be overpaid.

Table2.6Codesofgoodgovernance:Remunerationpractices

In sum, despite the difference in the legal framework in the four countries, the corporate governance practices in ASEAN countries exhibit a converging trend.

Country

SingaporeCG Code

2005

Procedures Level Mix Disclosure

MalaysiaCG Code

2007

Reflect the experience and level of responsibilities

undertaken by the particular NED concerned.

Not available Should contain details of the remuneration of

each director.

IndonesiaCode of

Good CG 2006

Nomination and Remuneration Committee

shall function to assist the BOC in proposing

the amount of the remuneration; the BOC

propose the remuneration for approval by General Meeting of Shareholder.

Not available Not available Information disclosed should include

composition and compensation of the

management.

ThailandPrinciples

of Good CG 2006; Director Compensation Best Practices

2006

RC is responsible for setting the criteria and the form of payment to directors and top

executives and presenting the results to the board.

Whilst the board approves executives’ remuneration, the shareholders approve

that of directors.

Appropriate and high enough to keep qualified

directors but not overpaid; should be comparable to the industry level; reflect experience, obligations,

scope of work, accountability and responsibilities and

contributions of each director. Members of the board who are assigned

to more tasks, such as committees, should be

paid more.

Monthly retainer fees to NEDs (regardless of meeting frequency),

attendance fee; incentive fee that is tied to firm

performance and values created for the shareholder; should

carefully structure the stock option plan such

that the long-term shareholder value will be

optimized.

-Should disclose the remuneration policies,

form and amount; should disclose the amount

representing the directors’ fee paid by the subsidiaries.

- should present the compensation figures and

benefits that eachdirector receives (RBP)

-must disclose fully the option scheme

for shareholders’ acknowledgement (RBP).

RC recommend remuneration

package to the board and obtain

endorsement by the entire board.

Appropriate to the level of contribution, taking

into account factors such as effort and time spent,

and responsibilities of the directors; should not be over-

compensated to the extent that their independence may

be compromised.

Long-term incentive schemes are generally encouraged. Shares or

options should vest over a period of time; directors should be encouraged to hold their shares beyond

the vesting period.

Should set out the names of directors which

falls within bands of S$250,000; breakdown (in percentage) of each director’s remuneration

components.

RC recommend to the board the remuneration of the executive directors in all its forms, drawing from

outside advice as necessary; The determination of

remuneration packages of NEDs, including non-

executive chairmen, should be a matter for the board

as a whole. The individuals concerned should abstain from discussing their own

remuneration.

3.Generalboardinformation

3.1BoardstructureAs shown on Figure 2.1, among the four countries, Thailand has the largest median board size (13). Singapore (10) and Malaysia (9) have similar median board size.

Because Indonesia adopts a two-tier board system, with board of commissioners fully comprised of non-executive directors and board of directors comprised of top executives, the size of its boards of commissioners is on average smaller, with a median of 6 commissioners.

In Singapore and Malaysia, independent directors constitute the majority of the board of directors. The median percentage of independent directors in Singapore (67%) is the highest, followed by Malaysia (63%), Indonesia (50%) and Thailand (46%).

Figure3.1MedianboardsizeandpercentageofindependentdirectorsinASEAN:2010



0

2

4

6

8

10

12

14


109

6

13

MedianBoardSize

10%

20%

30%

40%

50%

60%

70%


67%63%

50%46%

%ofIndependentDirectors

0%

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3.2TenureofindependentdirectorsAs Figure 3.2 shows, the median tenure of independent directors is 7 years in Singapore, 6 years in Malaysia, 4.5 years in Indonesia, and 3 years in Thailand.

In 2011, regulators in Singapore put forward that board tenure is a factor that can affect a director’s independence. They recommended that when a director has served on a board for over nine years, the board should explain why such director should be considered independent. According to our review, 62% of the sampled 50 companies in Singapore have at least one independent director who has served more than nine years on their board.

Figure3.2Tenureofindependentdirectors:2010

0

10

20

30

40

50

Singapore Malaysia Indonesia Thailand

7 6 4.5 3

3.3NEDgenderdiversityRecent research shows that greater representation of women in corporate leadership correlates directly with improved business performance. Despite this, the gender diversity in the ASEAN countries remains much lower than that of their western counterparts.

During 2008-10, the majority of the top companies have no female NED on their boards. In particular, the prevalence of female NEDs in Indonesia is the lowest. The percentage of companies with one or more female NEDs in Singapore remained largely unchanged. In comparison, companies in Malaysia and Thailand are making greater progress and more than half of the companies have female NEDs on their boards (Table 3.1).

In Europe, Norway leads the practice and set quotas of 40% for women’s representation on boards of directors in 2005. Spain, France and U.K. also advocate that listed companies’ boards should aim for a minimum percent female representation by a certain time period. As of 2010, women in the U.S. held 15.7 percent of Fortune 500 board seats.

The most cited reason for under-representation is the practice of “closed club” networks that create a self-perpetuating cycle. Such under-representation may send investors a negative message that the company has a conservative mind-set or not willing to look beyond a closed circle of directors.

Malaysia has made the first move in gender diversity reform: in July 2011, it proposed the mandate that listed companies had to ensure that women to make up 30% of their board of directors by 2016.

Though it may not be necessary for the ASEAN regulators to do likewise, forward-thinking corporations here can only benefit from giving high-performing and qualified women the chance to prove their mettle.

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3.4NEDboardleadershipAs shown in Table 3.2, due to increasing regulatory pressure, a majority of large companies in Singapore (88%), Malaysia (90%) and Thailand (94%) have separated the roles of the chief executive officer (CEO) and board chairman.

For Indonesia’s special structure of a two-tier board system, the roles of president-director (similar to CEO) and president-commissioner (similar to chairman) are separate.

Furthermore, around 30% of companies in Singapore, Malaysia and Thailand have an independent chairman. The proportion of independent president-commissioner in Indonesia is relatively lower (13% in 2010).

Due to the governance pressure, the chairs of audit committee in almost all large companies in Singapore, Malaysia and Thailand are independent. In Indonesia, as previously mentioned, the code of corporate governance recommends that the major committees “should be chaired by independent commissioners”. However, the prevalence of this practice is still relatively low (50%-60%), which reflects the weak enforcement power of the code.

Table3.1NEDgenderdiversity:FemaleNEDcomposition

Singapore

Median

25th Percentile

75th Percentile

No.ofcompanies

% of companies with at least 1 female NED


2010 2010 2010 2010

47% 51% 33% 52%

0% 6% 0% 5%

10% 14% 16% 12%

2009 2009 2009 2009

43% 43% 32% 47%

47 48 20 48

0% 0% 0% 0%

10% 15% 17% 13%

2008 2008 2008 2008

44% 42% 26% 41%

0% 0% 0% 0%

11% 15% 15% 10%

0% 0% 0% 0%0% 0% 0% 0%0% 0% 0% 0%

4648211946474650

Table3.2Boardleadership

Singapore

Combined CEO/Chairman role prevalence

Prevalence of ID Chairman

ID Chairman of Audit Committee

ID Chairman of Nomination Committee


2010 2010 2010 2010

92% 73% 46% 85%

12% 10% 0% 6%

96% 100% 63% 98%

2009 2009 2009 2009

85% 67% 54% 79%

12% 10% 0% 6%

96% 98% 67% 98%

2008 2008 2008 2008

85% 64% 56% 68%

13% 10% 0% 6%

96% 94% 66% 94%

34% 30% 13% 27%29% 33% 20% 32%28% 29% 21% 29%

No.ofcompanies 48 49 30 50 4949293048504750

PrevalenceofIDcommitteeleadership*

ID Chairman of Remuneration Committee

84% 70% – 81%73% 60% – 73%74% 55% – 77%

Note:Thenumberofcompaniesthatsetdifferentcommitteesvaries.InIndonesia,nominationandremunerationcommitteeareusuallycombined.Therefore,wereporttheIDchairmanofnominationcommitteeonly.

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4.Conclusion

As companies are raising capital not only from local equity markets but also from overseas, it is important for them to lift their corporate governance standards to be more appealing to investors.

One important aspect of corporate governance is the compensation of NEDs. While it is important to learn from the best practices, it is just as critical for the best practices to pass the localization test. Given the varieties that exist in different companies within a single country or across the region, it is not possible to recommend a single remuneration structure. We need to take into consideration the following characteristics:

• Localregulation:as reviewed in section 2, countries may have different guidelines or regulations on corporate governance, and more specifically, on the practice of NEDs. The requirements of board composition, leadership and committees impose different implication on the required efforts, responsibilities and thus compensation for NEDs in these countries. In addition, in countries such as Indonesia, there are specific requirements regarding the practices and compensation for NEDs in certain type of companies (e.g. state-owned companies).

• Industry: industry is a less important element in determining the compensation for NEDs than for CEOs. Advising strategic decisions, however, requires NEDs to understand the nature of the business, risk factors associated with a particular industry, and the economic policies and implications on this industry. Our survey also shows that there is significant variation in the current pay practice in different industries, particularly, in financial and non-financial industries. Therefore, it is important to ensure the compensation to NEDs is comparable at the industry level to maintain talents.

• ExistingcompanypolicyandpracticesonNEDremuneration:companies may require NEDs to hold certain amount of shares for a certain period. Such equity ownership guideline will help align NEDs’ interests with the shareholders’.

• Companysize:consistent with existing research, our study finds that the total board costs and average NED pay are higher in larger companies. The higher pay may be because: (1) larger companies are associated with more total resources and thus the total absolute value added by NEDs will be greater for these companies; (2) larger companies have more complex business operation which require talents with higher level of skills, knowledge or experience; (3) larger companies may be associated with higher level of accountability and NEDs working for them bear higher reputational risk because of larger social impact of these companies.

• Businessdiversity:another factor to consider the complexity of the companies’ business. In particular, as companies become more diversified, the volume of information that directors must process tends to rise. Furthermore, the ability to cope with high information–processing demands is likely to be rare.


Although we believe that a “one size fits all” compensation policy for NEDs does not exist, we advocate the following broad principles that companies can look into in setting compensation for NEDs:

• A simple structure, instead of a more complex structure, for NED compensation with both fixed and variable pay components.

• The fixed pay component should be paid in the form of annual retainers and should account for about 50% of the total compensation.

- The retainers for board chairman can be a multiple to the retainers paid to other board members. A reasonable range for the multiple should be within 125% to 200%.

- Allowance for committee services can be used: audit committee chair and members usually get a premium for their services.

- Meeting fees may not be necessary as attendance is a critical requirement for board membership, but can be used for meetings that exceed normal frequency.

• The other 50% should be paid in long-term incentives, with intent to align the interest of NEDs with the long-term orientation of the shareholders.

- Companies can pay NEDs a fixed value of or a fixed number of restricted shares with careful timing and vesting designs. For example, the shares can only be vested after the directors retire from the boards. An alternative is to set ownership guidelines for NEDs, requiring or at least encouraging them to hold certain amount of shares for a period of time.

- Share options may not be a good way of rewarding NEDs.

• As for other benefits or perquisites, they should be avoided or reduced, unless companies have compelling reasons,.

Another important issue is the independenceofdirectors. The recent rule changes implemented or proposed by the regulators regarding the definition and presence of independent directors on the board of listed firms have both direct and indirect implication on the role of independent directors. Simply requiring the use of more independent directors however is insufficient to insure the mitigation of agency problems.

The institution of independent directors is criticised because the selection is controlled by management, and directors’ lack of incentive, information and resources to actively perform their monitoring function. The apparent requirements on the independence resolve only part of the potential conflict of interest. Management can easily find unrelated directors who will support them.

To ensure true independence, regulations should focus on providing the directors with the correct incentives to monitor and approve actions consistent with the enhancement of shareholder interests. In addition, the procedures of selection and election of independent directors is also worth noting. An independent nomination committee consisting of entirely independent directors is in a better position, for the sake of minority shareholders, to nominate candidates. Board assessment and evaluation could also help improve the decision process of the independent directors. The evaluation can be more effective by using an external third party so as to allow the independent directors to be candid.

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DatacollectionandsampleThis study focuses on the corporate governance practices, with an emphasis on remuneration of the NEDs, in four ASEAN countries Indonesia, Malaysia, Singapore and Indonesia. We collected the data at two levels:

• companyleveldata,includingboardsize,boardleadership,remunerationstructure for NEDs, total board cost, and board meeting and board committees;

• individualNEDleveldata,includingindependence,tenure,gender,committee service, and remuneration received.

The source of information is the annual reports of the 50 largest companies in each country by market capitalization. We further revised the selected companies according to the representation in each country’s key stock market indices: Singapore Strait Times Index, Malaysia FTSE Bursa Malaysia Top 100 Index, Indonesia LQ45 and JII Index, and Thailand SET 50 Index. Because we focus on the remuneration practice of the NEDs, our final sample comprises only companies that disclose their compensation practice.

Contact:

Oliver RicailleRegional Head, Executive CompensationASEAN, South Asia & AfricaHay GroupE | [email protected] | +65 6323 1668


Hay Group is a global management consulting firm that works with leaders to transform strategy into reality. We develop talent, organize people to be more effective and motivate them to perform at their best. Our focus is on making change happen and helping people and organizations realize their potential.

We have over 2600 employees working in 84 offices in 48 countries. Our clients are from the private, public and not-for-profit sectors, across every major industry. For more information please contact your local office through www.haygroup.com.

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