The Monetary Authority of Singapore (“MAS”) has imposed a civil penalty of SG$12.6m (equivalent to US$9m) on Noble Group, more than seven years after Iceberg exposed the fraud. The regulators have discovered that long term commodity contracts were inflated, something that everyone already knew.
This fine represents just:
- 2.7% of the total remuneration of Noble’s directors from 2008-2017. Most of this figure went to the pockets of Noble founder Richard Elman and its former CEO, Will Randall.
- 10.7 % of what auditor E&Y earned from Noble over the same period
- 0.15% of the market cap lost since February 2015, when Iceberg first published on Noble.
Noble as a group has gone through two rounds of bankruptcy and reorganization. The fine was imposed on Noble Resources International Pte Ltd (“NRI”), an entity whose post-restructuring shareholders and creditors were not involved in the fraud. The Singapore authorities’ decision has zero financial impact on the main perpetrators such as Elman, Randall, Yusuf Alireza, and Paul Brough, whose pockets have been lined with money lost by investors. None of them were prosecuted. Same for auditor E&Y. Not even a scratch.
The fine will be paid on a “voluntary basis”, whatever that means. The Public Accountants Oversight Committee (PAOC) also ordered NRI auditor E&Y to “attend specific courses”. The Accounting and Corporate Regulatory Authority (ACRA) issued “stern warnings” to two former directors. That sounds scary. However, they refused to reveal their names because… it could hurt their feelings?
Here is the list of NRI directors in 2016:
- Jeffrey Alam
- Neil Dhar
- Will Randall
- Jeff Frase
- Paul Jackaman
- Tim Eyre
NRI was a significant part of the group’s coal business, where most of the accounting magic happened. Randall and Dhar were the co-managers of this business. Jeffrey Alam was Noble’s general counsel. Jeff Frase was once the group’s CEO while Paul Jackaman used to be CFO. Tim Eyre is a lawyer.
Thousands of individual investors are left high and dry. Their life savings, invested in this once-upon-a-time blue chip, will never be seen again. Unfortunately, my friends, individual investors like you do not count in Singapore. Your hard-earned money has been used to fund the bank accounts and lavish lifestyles of Noble’s managers.
Stock exchange regulators are defined by the actions they take against major frauds. Noble’s fraudsters will get away with no consequence in Singapore. I compared Noble to Enron in my reports because of the similarities in their accounting practices, and both filed for bankruptcy. But the regulatory environment made all the difference. Enron’s management faced a jury after nine months. Its CEO and CFO served time in prison. Singapore regulators, on the other hand, took seven years for a slap on the wrist and some “stern” warnings.
The outcome is unsurprising as the tone was set as far back as 2015 when I had conference calls with MAS and SGX (the stock exchange) representatives. I was introduced to them by Michael Dee, former CEO of Morgan Stanley South Asia, ex-Temasek MD, and another critic of Noble. My expectations were low because of a bad experience with the Maritime Port Authority, another regulator in Singapore.
Anyway, I still spoke to the MAS and SGX. Nobody could blame me for not trying.
The discussions were unimpressive. My interlocutors showed little enthusiasm for digging into the nitty-gritty. I tried to explain that two days was all they needed to get specific information to know with absolute certainty if the books were cooked. They didn’t seem interested.
In June 2016. Noble was allowed to raise more capital even though the evidence of cooked accounts was piling up. Many retail investors saw this as a positive signal. Sophisticated investors sat on the sidelines. The regulators were truly irresponsible: retail investor losses deepened while Noble’s managers continued to pay themselves nice salaries.
After I published my reports, Noble retaliated against me. I was under 24/7 surveillance. Investigators followed me around. I received physical threats that I knew came from Noble. There were constant attempts to hack my computer. I filed a complaint with the Hong Kong police. Noble was then issued with a police warning, as there was enough evidence against them. The lawsuit was also draining my financial resources. Noble’s goal was to bankrupt me. My financial resources were limited as Iceberg Research had not started its activity as a short seller. I reported the harassment to the regulators in the hopes of sending a strong message to Noble. They told me it was not their problem. Perhaps they have never heard of whistleblower protection?
Singapore has a unique regulatory environment. The frontline regulator is SGX’s own subsidiary: SGX RegCo, run by Mr. Tan Boon Gin.
Head of SGX RegCo Tan Boon Gin
The SEC in contrast is an independent agency that oversees securities markets in the US. The SGX’s priority was never to go after fraudsters. Noble was an index constituent with substantial trading volumes. This was what mattered: protect the money flow. The SGX would insist that RegCo is an independent entity. I don’t know about that. Would you incorporate a subsidiary if you want the company to be independent? Mr. Tan also received a total remuneration of US$1.2m in 2021, which is a very nice salary, even by Singapore’s standards. He earned a total of US$4.1m between 2018 and 2021. I doubt SGX would pay Mr. Tan so much if he started to rock the boat. Meanwhile, frauds and scandals pile up on this small stock exchange: Best World, Hyflux, Eagle Hospitality… Enforcement is virtually non-existent.
Some voices in Singapore may argue that the “light touch” regulatory approach is essential: business would be hampered by too much regulation. This argument is easily refuted.
Historically, SGX was able to attract high-quality companies from around South Asia, expanding its market beyond its own country. But the number of new listings has declined over the years.
Source: SGX Website
And along with delistings, the number of listed companies and total market cap has steadily decreased.
Source: Monetary Authority of Singapore website
The consequence: the market cap of SGX that was higher than Nasdaq in 2012 has hardly progressed vs peers.
Source: Capital IQ
The cause of this slowdown is that the regulators have refused to go after fraudsters, whose dubious companies have been attracted by the environment of impunity. Noble is an example. It was listed in Hong Kong but moved to Singapore. Many hedge funds and investors gave up on investing in SGX-listed companies, because of this lack of enforcement. Valuation and liquidity declined. Companies that want to maximize their valuation choose not to list in Singapore as a consequence. It’s a vicious cycle.
SGX’s only solution thus far has been to pressure overseas-listed companies (e.g. Sea Ltd or Grab) to come back in the name of.. “national duty”. Yeah sure… What they call “national duty”, I call “bonus”.
Nobody is more outraged at the situation than Singaporeans themselves. The stock exchange is a perennial black spot in an otherwise successful finance center. But Singaporean journalists who did a fabulous job of reporting on Noble have less freedom to criticize regulators the same way. The media is controlled by the government.
Wirecard in Germany is another example of failed and conflicted regulators. There were however some journalists who were critical of how the regulators handled the fraud. The outcome? Wirecard CEO Markus Braun has been arrested and charged for fraud. Its COO Jan Marsalek is a wanted fugitive. German lawmakers have also called for an overhaul of the regulatory system.
Singapore’s regulators just don’t care. They can’t be criticized by the press. They can try to discredit whistleblowers. They are the unreachable elite. I have spoken to enough victims of this fraud, to know their anger over the way the regulators have handled this debacle is widespread. Who made money in this saga? The foreign fraudsters, the foreign auditor (E&Y). As for the regulators, they are very nicely paid for a highly questionable performance.
Who lost money? The multitude of retail investors left with nothing. They don’t matter. Their regulators won’t even try to recover their money. After years of the slowest investigation ever, they are happy to sweep the matter under the carpet with a meaningless fine. The regulators even show deference to the fraudsters when they refuse to name them in the public announcement. They have effectively shielded Noble’s crooks rather than protect their local investors.
The Singapore government shows no signs of wanting to change how its stock exchange is regulated. Wise investors will move their money elsewhere. And many Singaporean companies listed overseas will continue to dismiss the SGX as a potential venue for listing. Who can blame them?
It’s widely believed that prosecuting Enron’s management and reinforcing the regulatory environment strengthened capital markets in the US along with their competitive position. The Noble saga was an opportunity for the SGX to redeem itself. But its refusal to prosecute Noble’s fraudsters is the last straw for its already tarnished reputation.