Friday, March 20, 2009
Brilliant Bank - A Fairytale With A Conflict Of Interest?
Once upon a time there was a successful bank called Brilliant Bank. It grew more than 10% every year for the past 20 years and then successfully ventured into fund management. Brilliant Bank had the best return on capital, best return on assets, the lowest NPLs and the highest capital adequacy ratio among all other banks in the country. Heck, it even compares very well with other banks in the region.
Thanks to their steady and careful management culture, their fund management business also witnessed similar growth patterns as the bank. The fund management unit is 100% owned by the bank. Funds under management grew exponentially. After a few years they have about 20 pure equity or equity linked funds. The total funds under management for equities may well be around RM10bn. The total market cap for the bank is around RM20bn.
The unique thing is that in almost every single fund, Brilliant Bank shares will almost always be one of their top 3 holdings. Fair enough that Brilliant Bank has performed exceedingly well over the long term, and that in turn has helped many of the funds to outperform their respective indices. But surely everyone can see that this has to be a gray area when you want to talk of things like transparency, conflict of interest areas, corporate integrity issues, etc.
So much so that the amount of shares held by the "funds" in Brilliant Bank may reach 5%-10% of free float of the bank. Decisions are made by fund managers, working in a fund management unit 100% owned by Brilliant Bank. Really, nobody sees any conflict of interest here??!!
Anyway, in this fictional story, nobody complained because Brilliant Bank performed well, and hence the funds also performed well. There will come a time, if and when Brilliant Bank digs a hole in some financial exposure, and say loses 70% in value over a short period of time. Can we expect the unit holders of the funds to start complaining then? If that happens, what will be the repercussions if the funds were to buy even more shares in Brilliant Bank.
When is buying substantive shares considered as "supporting the share price", and when it is not? If the action is done by one party, that is easy to gather evidence, but what if the buying is by 20 funds? When can we say there is collusion, and when there is no collusion.
I am just writing a fictional story (gulp), but maybe certain things are even more obvious in reality than in fiction. In order to prevent this fictional story from becoming a non-fiction tragedy, I would like the Securities Commission to look closer to the following rules or conventions:
a) do we have a clear guideline when a majority owned fund management unit buys shares in related companies; there must be guideline on percentage of funds' exposure and even minimum time line in holding the shares; there must be safeguards that minority shareholders will not be disadvantaged by the timing of the trades that these funds enter into
b) there must be utmost transparency in how much shares, at what price, and when were the shares acquired and disposed to all unit holders
In the meantime, Brilliant Bank continues on its merry ways by producing good results and getting liquidity mopped up by the ever growing fund management unit. You scratch my back, I scratch your back... but hey, your back is my back!!
p/s photos: Meisa Kuroki