June 16, 2017
FGV Falls from Grace but Isa Samad Stays: Governance Malaysian Style
A QUESTION OF BUSINESS | The latest fallout at Federal Land Development Authority (Felda) controlled Felda Global Ventures Ventures Holdings Bhd (FGV), is just a continuation of the wrong and highly questionable actions of the company since listing in 2012.
The solution is to simply go back to basics which means that FGV should stick to the business it knows well – oil palm plantations and related processing. It should pay fair prices for related acquisitions, not astronomical sums. And be run by competent professional managers who understand the business and are straight.
But too much damage has already been done by these actions and it will be some time before it recovers completely.
In the latest controversy, FGV board chairperson Isa Abdul Samad announced on June 6 that FGV CEO Zakaria Arshad was to take an immediate leave of absence. He added that it was a board decision.
Apart from Zakaria, FGV chief finance officer Ahmad Tifli Mohd Talha, FGV Trading chief executive officer Ahmad Salman Omar and Delima Oil Products Sdn Bhd senior general manager Kamarzaman Abd Karim were also suspended.
Zakaria hit back saying he had tried to stop hundreds of millions in investments by the company’s board which he described as “ridiculous”.
Amongst the investments, he said, were plans for a 100 million pound sterling (approximately RM551 million) expansion of Felda Cambridge Nanosystems Ltd, a nanocarbon company, which had already lost RM117 million in the last three to four years.
“Now they (the FGV board) want to expand, they need another 100 million pounds. To me this is ridiculous, we’re a plantation company,” he was quoted as saying by The Star.
To understand what is going on, it is necessary to go back into FGV’s short history. While it was listed in mid-2012 with high hopes that it will provide great returns for Felda settlers who hold a direct stake, Felda which holds about a 34% stake and various government institutions including the Employees Provident Fund (EPF), the share performance has been atrocious.
When it was first listed on June 28, 2012 confidence was so high that it opened higher than expected over its initial public offer (IPO) price of RM4.55. Reuters reported: “Malaysian palm oil firm Felda Global surged 20 percent in its trading debut on Thursday (June 28, 2012) as investors cheered on the world’s second largest IPO after Facebook’s botched float and the company pledged stronger profits in the coming months.
“The firm raised US$3.1 billion (about RM10 billion then) in Asia’s biggest initial public offering of this year, running against the global gloom in IPO markets and giving the government a political dividend ahead of what is likely to be a closely fought election (the 2013 general election).”
FGV closed that day at RM5.30, some 16% higher than its IPO price but it has been downhill all the way after that, reflecting poor results and an extreme lack of market confidence in the share following a string of poor purchases over the years, squandering some RM4.46 billion net that came directly to FGV from the issue of new shares from the IPO.
Between June 28, 2012 and its last trading day on Friday, FGV’s share price went from RM5.30 to RM1.66, wiping out nearly seven-tenths of its market value. Even comparing with the IPO price of RM4.55, the drop was over 63% – more than six-tenths of value was lost. The EPF itself lost RM203 million when it sold off some of its investments in FGV.
If one thought that this decline in value is because of a general decline in plantation stocks generally, they are wrong. Bursa Malaysia’s plantation index, which aggregates the performance of major plantation companies, declined just 6% over the same period, or about a twentieth of its value against FGV’s seven-tenths, a rate of decline which was 20 times higher.
FGV’s acquisition spree under previous CEO Mohd Emir Mavani Abdullah included the takeover of Pontian United Plantations Bhd for RM1.2 billion, Asia Plantation Ltd for RM628 million and RM2.2 billion for Felda Holdings Bhd, and 836 ha of oil palm land from Golden Land Bhd for RM655 million cash.
It culminated in a deal with the Rajawali Group announced in June 2015 for FGV to acquire a 37% stake in PT Eagle High Plantations (EHP) and 93% to 95% stakes in Rajawali Group’s sugar project, in all worth about US$680 million (about RM2.9 billion) in cash and FGV stock.
Emir was strangely involved in a corruption case earlier this month when an employee of The Star newspaper was charged in the Kuala Lumpur Sessions Court with receiving RM20,000 in bribes. M Youganesparan was accused of receiving the money from Emir at The Intermark Hotel, Jalan Tun Razak about 9.15pm on May 30 this year.
By the time the Eagle High acquisition was announced, FGV needed to borrow money to do the deal as it had exhausted the RM4.46 billion from IPO proceeds. The deal was heavily criticised as being way too expensive, even by the EPF, at an estimated 70% premium to market. Also Peter Sondakh, the founder and owner of the Rajawali group was said to be part of Prime Minister Najib Razak’s inner circle and served as his adviser on Indonesian affairs.
Fortunately CEO Zakaria Arshad, appointed on April 1, 2016 and the same one who is now on a leave of absence, nixed the deal, which was officially aborted in July 2016 after FGV started negotiations to restructure the deal in December 2015. Eventually in December 2016, the Eagle High deal was done with Felda which paid US$505 million (about RM2.2 billion) a quarter less, for the same deal.
Zakaria also cut other merger and acquisition deals saying that FGV should concentrate on the plantation business instead, in all saving FGV at least RM4 billion in spending.
Isa was chairman of both FGV and Felda at this time but was replaced as Felda chairman in January this year by another politician Shahrir Samad, although it was not clear why he was replaced. Isa, during Abdullah Ahmad Badawi’s time as Umno president, was found guilty of money politics in 2005 and suspended from the party for six years. He had to give up his post as UMNO Vice-President and Federal Territories Minister.
Idris Jala–The Financial Whiz appointed to fix GFV
Now former cabinet minister Idris Jala is supposed to look into this whole mess and make his recommendations. But at the end of the day, the solution is very straight forward. First, appoint people with impeccable credentials to the board and ensure that there is board diversity, independence and honesty.
Don’t just cram them chock full with politicians, often of dubious quality even then, and civil servants who know little or nothing about the corporate world and how it operates. Directors collectively should have expertise which covers all aspects of running a business.
Then pick a CEO with proven credentials and give him a free hand to run the company within the broad guidelines and mandate set out by the shareholders and the board. Make him accountable for set targets.
The needless failure of FGV is that of basic corporate governance. At the heart of this is the hijacking of what could have been a good, solid plantation company by the politicians for their own purpose, in the process screwing Felda settlers, investors and other stakeholders.
P GUNASEGARAM says too much is discussed but too little is done about corporate governance in Malaysia, even for listed companies. What happens with unlisted government companies, he wonders. E-mail: firstname.lastname@example.org.