Further to the discussion of companies in Jordan.
One reason Jordan doesn't have Eastern Europe-style corporate governance problems -- with massive fraud, looting of assets, runaway management, and all that -- is because they have a Controller of Companies. That's not a typo; it's not a Comptroller, but a Controller.
The Controller exercises more control over companies than we might expect from a government agency. For instance, at every meeting of a publicly held corporation -- whether annual, general, or extraordinary -- a representative of the Controller must be present. Without the representative, the meeting is invalid.
The representative doesn't intervene in substantive decisions of the meeting. But he does make sure it's properly held. For instance, he confirms that a quorum is present; checks proxy certificates; watches over voting; and in general, makes sure that the meeting is held right, in accord with Jordanian law and the company's own by-laws. If the representative sees a problem, he can require that it be corrected. If it isn't, he can cancel the meeting.
The representative has one other duty: he brings along a copy of the corporation's financial statement as filed with the Controller. If the discussion at the meeting suggests that reality diverges widely from the numbers, then the representative can inquire as to why.
Jordan only has 260 publicly held corporations. The Controller has about 15 qualified representatives; each of these guys attends about 15 or 20 corporate meetings per year. Limited Liability Companies and partnerships don't need a rep at their meetings, but they can choose to invite one, if there's a legal question or a dispute or if they just want an official witness present. This happens maybe a dozen times a year.
Five years ago, my reaction to this would have been, "Phooey! Another relic of socialist-era central planning, and an unneccessary burden on the Jordanian businessman and taxpayer."
Today... I'm not so sure.
See, I've spent most of the last five years in Eastern Europe. And Eastern Europe has horrific problems with the corporate form. These go back to the end of Communism, when state-owned businesses were privatized, incorporated, and then raped nine ways from Sunday. Corporate governance continues to be a serious issue across most of the region, and it's a significant drag on the economy. To give just one example, foreign investors are very cautious about being minority shareholders in places like Romania or Russia, because the laws don't really protect them very well. (Some foreign investors become minority shareholders anyway, but that's because they've found other ways to protect themselves.) It's a big problem.
But in Jordan, it's not. Jordan has plenty of problems, but not that one. And I think the Controller of Companies, and the whole representative thing, is part of the reason. Certain sorts of fraud are a lot harder if there's an interested witness. A company could of course bribe the representative, but I have the impression this doesn't happen too much. Whether that's because the reps are too professional, or because the companies are used to doing business right, or what, I'm not sure.
My very tentative take is that the representative system, at least, has done more good than bad. There may come a time when Jordan outgrows the need for it. Indeed, that time may already have come. But in the meantime, I think it's helped the Jordanians dodge a bullet.
Posted by douglas at June 1, 2007 07:30 PMTo be sure, that system would've come in handy with one or two American companies I could name...
huh. I could have sworn that I posted earlier when this first came up. Lord knows where the comment ended up. Taking a 2 yo to an HPC center is...exciting. Esp when she steals your badge and knows how to use it to get through the access doors.
Anyways, I don't think this would have helped that much in the CIS. At least with Ukraine, that official would just be someone MORE to buy off. Nothing special. The regulations wrt to corporations and taxes in Ukraine are so frakked up I can't even understand it whatsoever. My wife does. After she took the ECON classes, her comments were something to the effect of "Oh, that's why they put x law in place. Too bad they didn't understand what the reason for it was in the West or the rest of the framework taht was supposed to go with it..."
Posted by: Will Baird at June 2, 2007 02:48 AMMartin, the U.S. has over five million corporations. That would require 300 thousand qualified reps. Salaries alone would be $20 billion.
Corporate tax revenue in the U.S. has been, um, volatile, but a Jordanian system would eat up 10% of the revenue with very little to show for it. (I don't think the Enron clowns would have invited Joe Government to the gym with them.)
Then consider politicization of the system. You expect an impartial civil service, and I expect impartial financial auditing. Some people -- and by 'some people', I mean some people who say 'some people' -- some people look at an impartial system, and see something ripe for subversion.
(You know how it would work. Say King Michael is worried about those fashionable types. King Michael appoints a controller he knows is 'sound' on the fashionista threat. The controller appoints representatives in a similar way. Guess what? The rep finds a lot of problems with Isaac Mizrahi Ltd. Not so much with the Shapeless Muumuu Company. What did you expect? Everyone knows those fashionistas don't have a head for business.)
Posted by: Carlos at June 2, 2007 04:16 AMMartin, the U.S. has over five million corporations. That would require 300 thousand qualified reps. Salaries alone would be $20 billion.
Corporate tax revenue in the U.S. has been, um, volatile, but a Jordanian system would eat up 10% of the revenue with very little to show for it.
This got my attention. The US is too poor to copy the Jordanian example? That can't be right.
I'm guessing that Carlos in the five million figure is including privately held companies as well as those listed on the stock exchange. The big dollars are with a few, larger companies.
[Of course, it's the smaller mom-n-pop companies that would most benefit from a representative as they don't have extensive the extensive governance infrastructure of the majors. But in Doug's Jordan example we're only looking at public companies.]
Doug, I'm impressed that a culture of good governance can be created in Jordan by a Controller and ~15 representatives. It seems a bargain.
Corporate tax revenue in the U.S. has been, um, volatile
Too right! As I understand it in the USA post-tax company dividends are also taxed in the hands of the shareholders. Kindly corporations, wishing to spare their investors double taxation are more prone to capital gains than reporting profits from which dividends can be declared. I'd recommend a system of dividend imputation but that would be advocacy.
Posted by: Syd Webb at June 2, 2007 07:35 AMThe US is too poor to copy the Jordanian example?
It doesn't scale well. Martin, bless his Dutch heart, is worried about "one or two" U.S. companies. Deploying three hundred thousand finance professionals to monitor corporate America seems a little like a... disproportionate response.
I look at that number, and I think two things: 1) that would be about ten science teachers per U.S. high school, and 2) that would be 81 thousand future corporate lobbyists.
Posted by: Carlos at June 2, 2007 02:34 PMSyd, the US' per capita income is about 10x Jordan's; but the number of publicly held companies per capita is 100x - 1000x greater.
More to the point, there are some sorts of fraud it wouldn't affect. Martin, as Carlos says, the Enron guys wouldn't invite the rep to the gym. Also, that was a very broad and deep fraud that managed to get past some fairly bright institutional shareholders.
Metaphor: the rep system puts a cop on the corner. That doesn't eliminate every sort of crime. But in some neighborhoods, it's a cost-effective way to keep crime down.
Of course, if you live in downtown Mogadishu, a cop on the corner is just another target. So, corporate governance in Ukraine.
Syd, I'm not yet sure that Jordan has a culture of good corporate governance -- I've only been in country for a week! But certain sorts of abuses seem rare.
Carlos, I'm not sure the system is impartial here. I wouldn't be surprised to hear that companies in some sectors were getting more attention, or less. However, it's powers are limited and procedural, so that probably helps.
Totally random note: there's a very strong Engineers' Association here. It's a professional organization, like a US Bar Association. But it's even stronger because every architectural plan has to be reviewed by it. (The justification being, Jordan is in a serious earthquake zone.)
Unsurprisingly, the EA uses this to extract rents like nobody's business. But that's to be expected. What's interesting is that the EA is very Islamic. Seriously, conservatively Islamic. As in, don't like talking to Americans, no women in the large HQ building without a headscarf, and members can be fired from the Association (=have their careers destroyed) for "immoral behavior".
Doug M.
I wonder what it is about engineers and Islamic fundamentalism. My first guess is that it's the natural result when you take a series of religious texts and put them through the mind of someone trained to think as an engineer, but I wonder if the more perceptive HDTD readers have thoughts.
Posted by: Andrew R. at June 2, 2007 05:18 PMMexico is not Ukraine. (Yes, I understand that is obvious.) The system Doug described could do wonders there; ombudsmen and observers have been an extremely effective strategy over the past decade in fixing some of the worst-functioning corners of the Mexican state. Shareholder rights in Mexico are poorly defined, and the courts are quite a mess; a Controller might be able to greatly aid corporate governance there. (And elsewhere in Latin America, I might add, where corruption generally flows less deep than in Eastern Europe.)
Only 134 companies trade on the BMV. Something to consider.
Posted by: Noel Maurer at June 2, 2007 07:21 PMSyd, the US' per capita income is about 10x Jordan's; but the number of publicly held companies per capita is 100x - 1000x greater.
This gets into some definitional issues. One of the criteria the SEC uses to classify a corporation as publicly held is having more than 500 shareholders. But the Amman Stock Exchange website gives a lower cut-off of 100 shareholders. I would guess by Jordanian standards, a rather large number of US corporations which are considered closely held here, would be considered public there. Same thing with assets. In the US, the cut-off is $10 million in assets. (The vast majority of US corporations falls below the cut-off.) I'm going to guess that the limit is lower in Jordan.
Posted by: Carlos at June 2, 2007 08:51 PM>I wonder what it is about engineers and Islamic >fundamentalism. My first guess is that it's the >natural result when you take a series of religious >texts and put them through the mind of someone >trained to think as an engineer, but I wonder if >the more perceptive HDTD readers have thoughts.
Might there be a parallel to the tendency of engineers in the Soviet Union to support the communist system, or those in America being right wing?
Posted by: King-Walters at June 2, 2007 11:39 PMDoug-- fascinating report. I will follow this with interest.
Posted by: Dennis Brennan at June 4, 2007 06:48 PMMexico is not Ukraine. (Yes, I understand that is obvious.)
All I can say about that is 'Thank God and any other deity responsible for that.' If the Ukrainian economy was ASB grafted onto Mexico...oh owowOwOWWOWOWOW. MAKEITSTOPITHURTS!
The sad part is that Ukraine has so many things that they could get so damned wealthy off of it just depresses the frak out of me to think about. There are so many just plain STUPIDITIES in there that make me want to go fetal and stay there: the apathy is the worst though. The Orange Revolution got my wife and I so stoked because it was so absolutely contrary to observational behavior for Ukrainians. We thought it might be the breakthrough...and then they Orangers behavior and the subsequent Blue tide that have led to the present...well...
Posted by: Will Baird at June 4, 2007 07:32 PMEngineers- like doctors, are much more likely to have been educated in the west than other professions.
Four years as a young man in the US, with the glories of western college life all around and unavailable to you? That can sour a man.
Combine it with the perks of being male in islam, the general engineering mindset?
I'm not surprised.
Posted by: Nora Bombay at June 8, 2007 06:07 AM