China corporate governance report: foreign independent directors

Gene Bennett operates on smaller, entrepreneurial company boards than Shipley, but on more of them. He is not only a director but the audit chair for Haikou-based China Pharma, for Beijing-based fertiliser producer China Agritech, and for Beijing’s China Shen Zhou Mining & Resources. “I’ve been living here four years and have been involved in boards for three, and the improvement has been just unbelievably dramatic,” says Bennett.

That said, there is a varied range. “One client, China Pharma, is extremely progressive and involves me in everything, including hiring the CFO, decisions on stock options…. every second month I see them for four days,” he says. “That’s an extremely good situation. At the other extreme, I had one board I dropped. They didn’t want to pay for board meetings, and they would pass amendments and then send me the paper to sign – just a signature page. It goes from one extreme to the other.”

Bennett says it tends to vary according to who took them public in the first place. “If a reputable company took them public, then they probably became pretty well educated as to the requirements,” he says. “If someone less reputable took them public they probably didn’t educate them on the need for a board, the requirements and responsibilities.”

The companies Bennett represents are China-based but listed in the USA: China Pharma and China Agritech on Nasdaq, China Shen Zhou on the American Stock Exchange. Consequently the “rules and regulations that directly affect them are the US SEC rules,” he says. Finishing up a doctorate in corporate governance from the City University of Hong Kong, he notes that rules on corporate governance tend to be rather abstract whether in the US, Hong Kong or China.

None of his companies involve state ownership, but generally entrepreneurial people who have likely had close government relations. The absence of the State doesn’t necessarily make life any easier, partly because he senses that the State tends not to interfere in management, but also because there are different challenges. “You don’t have government oversight and that mindset, but what you do have is an entrepreneur who has been treated like God for the last 10 years,” he says. “Everyone bows down to him. And then you take the company public, and you’ve got a 30% owner who might be an investor group in the States, but the owner still doesn’t quite understand or agree with sharing information. You have a real job trying to change their mindset to treat everyone the same.”

Both Bennett and Shipley describe an evolution, and a positive one. “I don’t think there’s any need for a revolution in terms of corporate governance,” says Shipley. “The speed with which they have embraced corporate governance and international best practice, when I think where they’ve come from in only four or five years – it’s not a perfect state but I’m a realist, not an idealist.”

Bennett’s experience on the board he felt obliged to leave shows that the behaviour of the top blue chips is by no means universal. He recalls asking for financial statements and being told it was not necessary for him to see them – despite him chairing the audit committee. But the circumstances of his resignation were perhaps revealing about the motives of executives who shy away from what westerners consider to be best practice. He wrote a letter of resignation, saying what he thought was wrong and delaying that resignation for 90 days to give them a chance to correct things so he wouldn’t have to report to the American Stock Exchange why he was going. Instead, the company simply accepted his letter and published it to the SEC. “It was very honest of them,” recalls Bennett. “They’re weren’t trying to be evil. They were good people and a good company. They just weren’t transparent.”

Shipley concludes: “Most boards I have served on, while we like to be idealistic, often you have to deal with the reality of personalities and history and circumstance. In my observation I can’t fault the commitment or direction. It’s not perfect, but if I were to say is it improving or deteriorating, there’s no question, it’s dramatically improving all the time.”