Institutional Investor, stock market, and other Intermediaries
Objectives
Explain role of instituitonal investor and intermediaries in promote good corporate governance
Explain the need for institutional investor and intermediaries for GCG
Why insider trading and market manipulation should be prohibited. Ways to prevent them.
Investor
Control or non-control
Personal/individual or institution (Banks, Insurance, pension fund)
CG system constitute
Core: Shareholders, directors (executive or non executive)
Stakeholders: employee, unions, customers, suppliers, NGO
Reputational agents: Accountatns, lawyers, credit rating, media governance analyst
Influencers: Laws and regulations (UU PT , OJK)
Standards: accounting, auditing, governance
Principle: Good corporate governance should be implemented on every part of capital market,
including Institutional Investor
Institutional investor representate owner of the fund, proxy advisorshould be acting according to the
fund owners benefit.
Institutional investor can have positive or negative impact on Good corporate governance due to their
big size.
Good: Enforce corporate governance on the investees corporation, especially if long term
investment
Bad: act according to their own self-interest, do harm on other investor, lack of oversight
Example of negative CG on institutional investor:
Dana pensiun pertamina 2016, bad choice of investment, more speculative than it should be
Sub-principle a&B
Inst. Inv acting in fiduciary capacity should disclose their CG and voting policy. Including
procedure on deciding the use of their voting right
Disclose how to manage material conflict of interest
Institutional investor engagement:
Monitor investee companies
Have guidelines on when and how to escalate stewardship activities
Be willing to work collectively with other investor
Institutional Investor legislation challenges
There are rules for insurance and pension fund, but no guidelines.
No rule that encourage/facilitates investors communication/collective action
Complience with CG need to be increased
Type of investors&share in equities
PLC policy on shareholder engagement
PLC should have communication with shareholders (investor relations, public expose)
PLC having comprehensive policy for shareholder communication and encourage attend
GMS are rare
Materials for shareholder meeting not public
Sub-principle C
Inst. Investors acting in fiduciary should disclose conflict of interest management (acting
on shareholder interest than fund owners)
Sub-principle D
CG framework should require reputational agents to provide analysis or advise relevant to
investor decision, disclose and minimise conflict of interest
Example: Big short, rating agency over rate bond rating because pressure from investment bank,
appraisal over-value home to justiy higher loan value or lender withhold payment/refuse to
pay/blacklist
Sub-principle E
Insider trading should be prohibited and applicable rules enforced
Policy for insider trading: prohibit material private information usage for trading stock or tipping.
Timing on transaction, trade only based on public info (withold trade before the information becomes
public) Institutional investor representate owner of the fundhave to act according to the owners
will