The eighth Asian Corporate Governance Roundtable took place at the Grand Hyatt Erawan Hotel, in Bangkok, Thailand, on 14-15 September 2006.  The principal agenda items for the meeting included:

• Implementation and Enforcement of Corporate Governance Rules
• Ten Boardroom Challenges; A Boardroom Guide to the OECD Principles on Corporate Governance
• Independent Non-executive Directors

The discussion on implementation and enforcement of corporate governance rules was based on case studies in Thailand, Singapore and Chinese Taipei. Participants from OECD and Asian economies exchanged views on practical circumstances and challenges in the range of enforcement options:  administrative, civil and criminal. 

There was a lively exchange of views on boardroom practices, with some useful insights into the ten key board room challenges as a basis for the Boardroom Guide to the OECD Principles of Corporate Governance that is being developed. While trying to stay away from the issue of definition, participants discussed how to balance the composition of the board to prevent controlling shareholders from undermining minority shareholder interests and also how to motivate directors to be “independent-minded”.  

Finally, participants discussed a number of on-going and new initiatives on corporate governance that could be relevant to the Asian Roundtable.  Also, a dozen of general and specific proposals for the next meeting were made. A significant issue that stood out and that cuts across the board is the equitable treatment of shareholders. 

Given the concentrated ownership structure in Asia, there is a need to analyse the legal and regulatory systems in more depth. The importance of the OECD Guidelines on Corporate Governance of SOEs and the continued need to address these issues was stressed.

The meeting was organized by the OECD in cooperation with the World Bank Group and co-hosted by the Thai Securities and Exchange Commission, the Stock Exchange of Thailand, the Thai Institute of Directors and the Listed Companies Association in partnership with the Government of Japan and the Global Corporate Governance Forum.

Agenda

Welcoming remarks:

• Dr. Somkid Jatusripitak, Deputy Prime Minister, Thailand
• Mr. Vipul Bhagat, Country Manager for Thailand, International Finance Corporation (IFC, the World Bank Group) 
• Ms. Carolyn Ervin, Director, Directorate for Financial and Enterprise Affairs, OECD

SESSION I:  Case Studies on Implementation and Enforcement of Corporate Governance Rules 

• The Case of Thailand by Dr. Piman Limpaphayom, Sasin Graduate Institute of Business Administration, Thailand
• Regulators's comments by Ms. Waratchya Srimachand, Director of Enforcement Department, Securities and Exchange Commission, Thailand  
• The case of Singapore (China Aviation Oil Case) by Dr. Yuen Teen Mak, Director, Corporate Governance and Financial Reporting Centre, School of Business, National University of Singapore
•  Procomp: A Case in Chinese Taipei by Mr. Lawrence Liu, China Development Financial Holding Corporation, Chinese Taipei 

SESSION 2: Implementation and Enforcement of Corporate Governance Rules - Progress Made and Challenges Ahead

• Presentation on Asia -based on the stock-take report  by Mr. Motoyuki Yufu, Principal Administrator, OECD, in co-operation with the Task Force members 
• US Approach to Enforcement of Corporate Governance Rules: Importance of Disclosure for Private Enforcement by Ms. Susan Baker, International Economist, Office of International Banking and Securities Market, U.S. Department of the Treasury
• Enforcement Problem in Japan by Dr. Seki Obata, Associate Professor, Graduate School of Business Administration, Keio University, Japan 

SESSION 3: Ten Boardroom Challenges; A Boardroom Guide to the
OECD Principles on Corporate Governance

Introduction of the Boardroom Guide project by Ms. Anne Simpson, Executive Director, International Corporate Governance Network (ICGN)

Comments:

• Professor Y. K. Fan, Hong Kong Institute of Directors
• Mr. Tony Silitonga, Indonesian Institute for Corporate Directorship
• Dr. Jisoo Lee, Senior Consultant, Center for Good Corporate Governance, Korea
  and Mr. Farooq Sobhan, President, Bangladesh Enterprise Institute

SESSION 4: Independent Non-executive Directors

• Presentation on training and certification –  a view of an institute of directors by Mr. Charnchai Charuvastr, President and CEO, Thai Institute of Directors Association, Thailand
• Independent non-executive Directors by Ms. Anne Simpson, Executive Director, International Corporate Governance Network (ICGN) 
• Questions and Discussion by Professor Ruyin Hu, Director, Research Centre, Shanghai Stock Exchange, China

SESSION 5: Related Activities and Next Steps

• Related Activities and next steps by Mr. John Lim, President, Singapore Institute of Directors 
• Related Activities and next steps by Professor Kyung Suh Park, Director, Asian Institute of Corporate Governance (AICG), Business School, Korea University  
• The IIA: your Partner in Success by Mr. Naohiko Mouri, Affiliate Director, Institute of Internal Auditors (IIA) and President, Asian Confederation of the Institute of Internal Auditors (ACIIA) 
• Institute of Directors in East Asia Network by Mr. Charnchai Charuvastr, President of the Thai  Institute of Directors and Chairperson of the Institute of Directors East Asia Network ( IDEA.Net)