Property-launch priority raises governance issues
Friday, April 13, 2007
Of Late, I have noticed a common practice among listed companies involved in property development of giving their directors and executives the first bite at property launches, enabling them to choose the best units.
I understand that there is generally a pecking order, with the directors of these companies at the top of the queue, followed by executives of different levels of seniority.
It is well known that properties acquired at pre-launches are often sold almost immediately through sub-sales at a substantial profit.
In addition to such a practice being a case of the rich being given a chance to get richer, it raises some governance issues. First, given that these properties can be sold at a substantial profit through sub-sales almost immediately after they are launched, it would suggest that they were sold to the directors and executives at below the fair market value.
If these units were offered directly to the public instead, it is reasonable to assume that the company would get something close to the sub-sale prices.
It would therefore appear that the practice of giving preferential rights to directors and executives is detrimental to the interests of shareholders of these companies.
Second, the gains from ‘flipping over’ these properties should arguably be considered part of the remuneration received by directors and senior executives as they are a form of benefit, and should be disclosed as part of their remuneration.
In the case of independent directors drawing fees of, say, $30,000 to $50,000, I would imagine that such gains could be larger than the fees, and could be a non-transparent way of rewarding them.
Shareholders of companies with property interests should consider asking some questions about such practices at AGMs.
SHAREHOLDERS’ LOSS
Giving preferential rights to directors and executives is detrimental to the interests of shareholders.
Source : Straits Times - 13 Apr 2007