| CORPORATE STRATEGY |
July / August
2003 |
INDEPENDENTS' DAY?
With the equity research profession
in serious disarray, bold efforts are under way to reshape
the industry - with wide-reaching implications for CFOs.
By Chris Leahy
Like all CFOs, Canice Chung has his gripes
about equity analysts. As finance chief of Singapore-listed
Elec & Eltek International, and its sister company, Hong-Kong-listed
Elec & Eltek International Holdings, Chung finds the high
turnover of researchers frustrating. He resents having to
spend precious management hours educating newcomers in the
basics of manufacturing printed circuit boards and liquid
crystal displays - the mainstays of his business.
Another reason to moan: the obsession
of Hong Kong's big brokerage houses with property firms and
banks at the expense of the local electronics market. "The
industrial sector in Hong Kong is regarded as third tier,"
he sniffs, "it's a forgotten sector."
He isn't alone in criticizing equity researchers.
Among the more serious complaints leveled elsewhere are allegations
of conflicts of interest, where analysts at some investment
banks stand accused of posting fraudulent recommendations
on duff companies in order to win lucrative financing deals.
While Chung says he hasn't witnessed any cases of this sort,
the evidence, particularly in the US, is unequivocal. Nothing
highlights the issue more than the much-trumpeted "Global
Settlement" struck in America in April. Under the terms of
the deal, local regulators led by Eliot Spitzer, New York's
attorney general, forced 10 of the largest banks in the US
to cough up US$1.4 billion to pay for their past research
misdeeds (see "What price atonement?" below).
Final Analysis
Add it all up, and it's clear that equity
analysts are increasingly finding themselves stuck in the
firing line. Indeed, many parties believe that the research
industry is fundamentally flawed and are calling for a wholesale
restructuring. Among the most important issues are how to
make research truly independent and how to pay for it. And
then there's the question of how unloved firms can attract
greater research coverage. The answers are far from clear,
but certain initiatives currently being considered could point
the way forward.
Without question, the most important development
to date has been America's Global Settlement. Heralded as
a remedy to the flagrant conflicts of interest that riddled
investment banks and their analyst teams during the excesses
of the last stockmarket bubble, the settlement sets out new
rules for the conduct of research analysts. In particular,
banks must physically separate analysts from investment bankers,
and ensure that analysts' pay is de-linked from corporate
finance commissions. What's more, analysts have been forbidden
from taking part in roadshows and investment banking pitches,
and must show that they are free from influence when it comes
to choosing which firms to cover and which to ignore.
While such rules only apply in the US
at present, in many cases, they look set to find their way
to Asia. Take Goldman Sachs, one of the 10 signatories to
the settlement. "We intend to apply the rules globally," says
Lucas Van Praag, the bank's global head of corporate communications:
"If there are local listing rules or market practices that
supersede them, we'll review our application of the rules
in the light of those local factors."
For their part, local regulators in Asia
say they're unlikely to make the stipulations of the Global
Settlement mandatory - at least for now. Alan Linning, executive
director of the Securities and Futures Commission of Hong
Kong, says he's "waiting for the dust to settle a bit" before
making any serious changes. "We can afford to take a more
evolutionary approach and be less evangelical," he explains.
"We're not na•ve enough to think that similar issues [to those
in the US] haven't happened here, but what's relevant is that
we haven't received the same litany of complaints as the US."
The reaction in Singapore is almost identical.
"We haven't seen the same market failures here that are driving
change in America," notes Alan Shaw, head of risk management
and regulation at Singapore Exchange. Still, both Shaw and
Linning concede that they are currently reviewing regulations,
and plan to draw on recent US experiences in the process.
Partial to Impartiality
But even if the US research recommendations
do find their way to Asia, do they go far enough? Many in
the market suggest that they don't. In particular, some claim
that research will never be truly independent as long as it
remains within the confines of an investment bank or a brokerage.
The potential conflicts of interest will always be too great,
and consequently investors will suffer. At such institutions,
equity analysis is generally seen as a cost rather than a
profit centre, and is used as a tool to drum up business in
other parts of the firm, principally to drive orders through
sales and execution.
As one prominent broker succinctly puts
it: "He who pays the piper calls the tune." Responding to
such concerns, a number of efforts are under way to provide
genuinely independent research. One important player looking
to fill this space is Standard & Poor's (S&P). Better known
as a credit rating agency, S&P has in fact carried out equity
analysis in the US since the 1980s. Today, it's looking to
expand its research product internationally, and recently
signed a big deal in the UK with Nordea, a European financial
services firm, to provide the bank with branded equities research.
Building on that success, S&P is making a big play for Asia
too, hoping to become an important source of independent research
in the region. Unlike its credit rating business, where the
client pays to be assessed, S&P charges banks and fund managers
to subscribe to its equity reports.
Lorraine Tan, research director at S&P's
Asian headquarters in Singapore, reckons that size is key
to being a successful independent. "You've go to be a global
player with a recognized brand to serve the bulge bracket
brokers," she says.
And if S&P's equity research business
catches on, it could be good news for CFOs in Asia, especially
those who work for smaller companies. As Tan points out: "There
have been a lot of cutbacks in Asia. It's less viable for
the bulge brackets to allocate resources to cover mid-cap
companies: that's where we'd like to play a role."
For Nancy Tan, such announcements are
music to her ears. As CFO of Pacific Internet, an Asian internet
service provider based in Singapore but listed on the Nasdaq
stock exchange in the US, Tan has found it tricky attracting
research interest. When the firm floated in 1999, dotcom mania
was at its peak and Pacific Internet effortlessly drew the
attentions of a handful of analysts. Yet by the end of 2001,
all of them had fallen away.
"The bursting of the technology bubble
didn't help," says Tan. Factor in a market capitalization
of just US$100 million, and a free float of less than half
that, and it's no surprise that analysts have steered clear.
"We're off the radar screens of many brokers," she sighs,
"the trading volume in our shares is too low."
Broken Broking
And therein lies the root of most of the
problems with equity research, the fact that it's paid for
by broking commissions. Traditionally, brokers have provided
equity research coverage as part of an overall broking service
to institutional clients without ascribing a specific value
to the research product. The two businesses - broking and
research - have grown up under the same roof, despite having
fundamentally different economics.
Equities execution is volume-driven: brokers
earn their keep by taking commissions on the trades they make
for their clients. Up until now, brokers have used research
merely as a way to generate investment ideas, and thereby
orders. And yet, research lends itself much more to a subscription
model, in the same way that media firms charge for content.
The big question is whether or not institutional
investors will pay for something they have always received
for free, for if research is to be truly independent, it will
have to rely on subscription charges rather than broking fees.
Fabrice Jacob, of Hong Kong-based fund manager MYM Capital,
puts it bluntly: "No one is prepared to pay for research,
no one has ever paid for research."
And even if they do pay, notes Edmund
Bradley, global head of research at Credit Lyonnaise Securities
Asia (CLSA) in Hong Kong, it's unlikely that they'll pay enough.
"The start-up costs [of launching a stand-alone research firm]
are too high," he calculates. "To hire the, say, 30 analysts
you need to cover Asia, it's going to cost you something like
US$20 million a year. You can't generate enough revenue flow
[without broking commission] to cover your costs."
It's a point not lost on Kevin Scully.
Back in 1999, he launched an independent research firm in
Singapore called NRA Capital that works on a subscription
basis. His team of analysts operates identically to a brokerage,
only it doesn't actually place trades. "We pitch investment
ideas to our client base, and if a fund manager likes the
idea, we sell hours on the phone with our analysts," explains
Scully. A basic subscription costs US$12,000 per annum and
includes eight hours of analyst time.
But while NRA Capital has managed to survive
so far, it's had to turn to corporate advisory work to make
ends meet. Scully admits that this route raises accusations
of the very same conflicts of interest that have dogged the
bulge bracket brokerages, but he's unapologetic. "My conflict
is that I can't survive on research alone," he concedes, at
least not until the market for research products begins to
mature. In the meantime, he says, "we've started business
as a listing manager. We're doing it because we're trying
to survive. We're just the arranger; we earn a flat fee and
don't take commissions. That limits the conflict."
At investment bank UBS, Michael Oertli,
the firm's head of research in Asia, is another who doubts
that independent research firms will cover their costs. Nonetheless,
he adds, "niche players may well survive, but it won't be
a trend."
Still, concerns over whether or not investors
will pay for research haven't stopped the likes of Standard
& Poor's and many others from having a go at providing independent
analysis. And for Tan at Pacific Internet, such efforts are
already bringing her benefits. Earlier this year, her firm
managed to pick up coverage from a firm called Forun Technologies.
As a US-based independent research house, Forun draws revenue
by selling reports to interested parties rather than taking
commission on stock broking. For that reason, Forun reckons
it can make money covering Pacific Internet no matter how
small the firm's free float. Trading volume no longer matters.
And with interest in China's burgeoning internet sector taking
off, Forun's decision to cover Pacific Internet could prove
to be a wise move.
Independents Shall Inherit the Earth
But in the end, much of the debate may
prove to be academic, for some commentators claim that the
days of free research are limited anyway. Not least that's
because brokers may find that they can't afford simply to
give it away.
Simon Ogus, who runs an independent economics
research consultancy in Hong Kong called DSG Asia, reckons
fund managers have been leaning on brokers to cut commissions
for years. "[Electronic trading platforms] like Instinet and
Island have effectively pushed commissions down from 50 basis
points to seven or eight basis points," he says. "Yet fund
managers still expect houses to provide full coverage with
50 analysts across the region, all the boxes ticked."
At MYM Capital, Jacob also sees brokers
coming under pressure. He sees fund managers using analysis
from the big banks, but then making their trades with cheaper
alternatives. "Sure, investors give the banks a little bit
of business in return for research, but the bulk now goes
to the discount traders," he notes.
What's more, regulators are starting to
get in on the act too. Consider moves afoot by the UK's Financial
Services Authority (FSA). In a recent report, the FSA looked
into mandatorily unbundling research from broking and making
firms charge for each separately. The issue is still being
debated, but pressure from an unlikely source - big pension
schemes - could help force change on the market.
"Some of the large pension funds in the
UK want to see separate prices for sales, sales trading and
research," admits CLSA's Bradley. "But they're all part of
the same process. As long as you can manage the conflicts
of interest, which we think we can, it's much better to have
one price."
Should CFOs Pay?
In Singapore, a different sort of regulatory
initiative could force change onto the market. The local monetary
authority, together with Singapore Exchange (SGX), is exploring
the possibility of having companies pay for their own research.
Believed to be part of the recently announced S$7.5 million
(US$4.3 million) joint initiative to raise investor awareness
in Singapore's securities and derivatives markets, the scheme
will create a pool of funds from SGX-listed companies who
choose to participate, that will be used to pay research houses
to produce regular analysis on those firms. In order to avoid
the obvious conflicts associated with company-paid research,
SGX will arbitrarily allocate up to three research houses
to cover each opted-in company.
Charles Sng, vice president for corporate
relations at SGX confirmed that the funding of independent
research is one project being considered as part of the joint
initiative, although both SGX and the monetary authority declined
to provide further details.
For their part, CFOs think such a scheme
would be positive. At Elec & Eltek International, Chung, who
doubles as CEO, says he would support such a plan if research
was commissioned in such a way as to guarantee that it was
truly independent. At Pacific Internet, Tan believes it would
help small and mid-cap companies to boost their profile with
investors, but again, she stresses the need for "a good governance
structure in allocating the research work so that it's genuinely
independent".
No doubt, the debate over how to make
equity research independent, and how to pay for it, will rage
for some time. Some even believe the issue will never be truly
resolved.
CLSA's Bradley, for one, believes
greed will have the last laugh: "The fact is that investment
banking still drives the business of the bulge brackets. Even
if you unbundled broking and research, it's neither here nor
there from [the banks'] point of view. When the market picks
up, and the large M&A deals roll in and the IPOs return, there'll
be another feeding frenzy and everything will be forgotten.
Another trillion dollars will be written off, the banks will
make multi-billion dollars in fees, pay huge fines and get
another slap on the wrist."
Chris Leahy is a contributing
editor of CFO Asia
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