【正文】
actions that directly involve the interests of members of the board, management or the controlling shareholder must be subject to special provisions. Company law and, with respect to disclosure, securities regulations should normally have additional governance requirements for such transactions. It may well be that where there is a personal benefit to be gained out of a transaction, that beneficiary (including controlling shareholders) should not take place in the decisionmaking surrounding it. In Singapore, accounting standards require the disclosure of relatedparty relationships and relatedparty transactions have to be published with financial statements. They require immediate reporting of transactions exceeding 3% of the pany’s book value and details of all parties that have an interest in the transaction. For relatedparty transactions that exceed 5% of the issuer’s book value, shareholder approval is required.Where there is a major transaction in a pany then good corporate governance should grant shareholders appraisal rights linked to that transaction. This means that through a fair and accurate (and often independent) appraisal, shareholders should be able to confirm that a transaction was good for the pany and not biased in favour of one interested party. In many countries access to appraisal rights is being broadened, but in others the process is still dependent on shareholders going to court or petitioning regulators to get one carried out. Getting a fair and accurate appraisal is however a challenge if the pany chooses who carries it out.Some countries, most notably Korea, also provide shareholders with dissenter rights if they vote against a particular proposal at the general meeting but it is still pushed through by a majority of the voters. Under such circumstances dissenting shareholders have the right to sell their shares back to the pany at the price prevalent before the decision was taken (assuming that is higher), for example.In many countries proxy voting is being encouraged so that the full influence of the minority shareholders can be felt. Too often nonattendance at meetings simply allows the controlling shareholder to dominate the decisionmaking but if smaller shareholders can act more collectively, then this power can be somewhat mitigated. Another alternative is to introduce a system whereby the controlling shareholder cannot participate in some decisions. For example, a provision to have two directors elected by only minority shareholders may be beneficial. Alternatively, nonexecutive directors being appointed by minority shareholders alone might be seen as good corporate governance.As noted above one of the mon strategies often adopted by panies in the region is the use of capital increases. Such increases to finance profitable investment opportunities can add significant value to a pany, above and beyond the initial investment, if there are strong synergies involved. But controlling shareholders can also use changes in share capital to dilute the equity of minority shareholders. Often a controlling shareholder (or other insider) will arrange for new shares to be sold at a discount for themselves and/or associated parties. In particular, in kind share contributions where equity is issued in return for assets (often from an associated pany of the controlling shareholder) are often used to dilute the holdings of minority shareholders.The very nature of capital increases and their potential for abuse means that access to this kind of strategy needs to be the subject of tight control and scrutiny within the corporate governance framework. Shareholder approval should be required and shareholders should often be given appraisal rights, particularly when in kind share issues are being used. Many countries now also have preemptive rights that give all shareholders the right to participate in a capital increase on equal terms, although this may still be a problem when minority shareholders lack access to further funds.One of the biggest impacts on shareholders involves the change of the control of a pany. Socalled control transactions can include the sale of the controlling interest in a pany by the controlling shareholder, the sale of the whole pany and a ‘tender offer’ where a third party buys up enough dispersed shares to bee the controlling shareholder. A change in the control of a pany is a serious issue for governance because of a perception of unfairness when a controlling shareholder benefits more than other shareholders. This applies, in particular, when a controlling shareholder is able to sell the controlling shares at a premium above the market price for the shares, precisely because the new owner get control of the whole pany and not just the share block. This may not make other shareholders worse off in the sort run, but it is quite likely that the new owner will want to recoup some of the price paid through some degree of tunneling or other more direct financial transfer.The sale of the whole pany, where minority shareholders are forced to sell their shares or exchange them for shares in the purchasing pany is mon in emerging markets as industry consolidation occurs. Such deals should normally be subjected to supermajority voting. However, where a pany is being sold to another pany owned by the majority shareholder (often in order to delist it) there has to be special protection for shareholders. If shares are transferred from a publicly listed pany to a private delisted pany then they can be difficult to sell. In such circumstances they may have to be written guarantees for the controlling shareholder to buy out minority shareholder at prepurchase prices.As we have seen, it is families in Asia that are most often the controlling shareholders of large listed (and other) panies. But there is another type of controlling stakeholder leading to some considerable concerns about corporate governance and this is the state. The sta