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The Board of listed Public Entreprise shall not exceed seven (7) members pursuance to
the law one the General Statute of Public Enterprise. The board shall have at least one (1)
independent director and one non-executive director as representative of the private
shareholders. [Emphasis supplied].
Indonesia
Indonesia Stock Exchange
(Formerly called Jakarta Stock Exchange)
Listing Requirements
III.1. The Prospective Listed Company intending to list its shares either at the Main Board or at
the Development Board must fulfill the following requirements:
x
Board Balance
Non-executive directors should be persons of calibre, credibility and have the necessary
skill and experience to bring an independent judgement to bear on the issues of strategy,
performance and resources, including key appointments and standards of conduct. To be
effective, independent non-executive directors should make up at least one-third of the board
membership.
IV.
A. All companies are encouraged to have independent directors. However, issuers of registered
securities and public companies are required to have at least two (2) independent directors or at
least 20% of its board size, whichever is lesser. Provided further that said companies may
choose to have more independent directors in their boards than as above required. [Emphasis
Supplied]
Revised Code of Corporate Governance
Article 3.
A)
Board Governance
All companies covered by this Code shall have at least two (2) independent directors or
such number of independent directors that constitutes twenty percent (20%) of the members of
the Board, whichever is lesser, but in no case less than two (2). [Emphasis Supplied]
Singapore
Singapore Exchange
Listing Manual, Chapter 2, Part III, 210
(5)
Board Structure
1.1. The board of directors, with approval from the shareholder meeting, should set an
appropriate number of its members and composition. There should be a number of
independent directors equivalent to at least one-third of the board size, but not less than
3. The remaining directors on the board should be representatives of each group of
shareholders; the number of directors should be proportionate to the ownership of each
group. [Emphasis Supplied]
APPENDIX B:
A Simple Static Model for Corporate Investment Decisions
This is a simple static model by Lu and Wang (2015) which shows how a self-interested
manager makes choices regarding the firms investment on capital and R&D investments and
the implications of their riskiness.
At time 0, the firm decides how to invest on two kinds of assets, physical capital (I) and
research and development (R). At time 1, the output of the firm, which is the earnings from prior
~
investments, is F (I , R) . The firms assets are then dissolved and the gains would then be
~
distributed to all the investors. Assume that F ( I , R ) ( F ( I , R ) , 2 ) , wherein the expected
value of the gross output is increasing and concave with regards to either kind of investment,
and that investments, while causing positive output, are diminishing marginally.
In the model, the randomness of the gross output originates from the investments with
R&D being riskier than that of capital investments. The firm here is assumed to be able to make
its investments without any constraints nor adjustment costs, since all investment frictions are
assumed to be non-existent. A risk-neutral and diversified shareholder, in this case, would want
F I, R
max V
I R,
1 r
to maximize firm value, designated as V. Therefore, at present value,
where r is the discount rate adjusted to risk. In order to maximize firm value, the marginal
product of capital and R&D investment is set at ( 1+r ) at optimal levels of capital ( I 0
and R&D investment ( R0 ).
The firm manager in this model is risk-averse and a utility-maximizer owning a
fraction
of the firm. Consequently, his utility will be derived from the wealth (W) at the
end of the period, which consists of two sources: managerial rent (B) and his equity stake (S).
Assuming that his managerial rent is proportional to the size of the firm in terms of output, then
, where measures the severity of the agency problem in the firm, while his
E U W G E W 2 W ,
2
2 W
Substituting W S B into the previous equation, and then taking the partial
derivative (the first order conditions) with respect to capital and R&D investments, then:
F
2 F
2
1 r m 1 r n
;
1 r m 1 r n
I
I
R
R
m
1
1
2 1
0 , and n
0
2 1 r
where
.
Therefore,
increasing
investments in either capital or R&D brings greater end-of-period expected wealth and risk.
Because of the agency problem with regards to the manager, two opposite effects exist that
would influence the managers utility-maximizing investment levels at the same time. Hence,
2
2 2 1 1 r
2
F
F
,
2
R
b 1
R .
where it also follows in simpler terms that I
2 F
2F
0,
and
0,
2
R 2
Since I
then this indicates that, given the characteristics of the firm
manager, investments in capital assets are higher than in optimal levels, and investments in
R&D are lower than in optimal levels. Given the conclusion above, there are two propositions
that can be made.
Proposition 1: A non-empty set of exogenous parameter values exist, which results to
utility-maximizing firm managers overinvesting in capital and underinvesting in R&D.
Taking the partial derivative of the marginal products of capital and R&D investments
2
2 2 1 1 r
2
2
2
F
F
2
0, and
0,
I
R
b 1
In extreme cases, given R&D assets are riskier than capital assets, it would be possible
that the firm exhibits underinvestment in capital and overinvestment in R&D. For example,
some firms may have a very risk-averse manager or may view capital-intensive projects as
highly risky, which would cause an underinvestment in capital. Also, some firm managers may
opt to invest heavily in R&D given that the managerial rent obtained from R&D would
outweigh the riskiness of the investment, which would cause overinvestment in R&D assets.
However, this scenario is improbable for a normal firm. Therefore, these extremes would not
affect the study.