What are Internal Controls and Why are They Important for China?

What are internal controls? I had a loyal Twitter follower ask if internal control was code for corruption in light of the Mingsheng Bank wealth management product loss. This is an entirely understandable question but not accurate.  This led to a Bloomberg Views piece and this is the follow up.  As usual, start there and then come here.

Internal controls are the things nobody thinks about until there is a crisis and then everyone looks around and wonders why certain actions were allowed they are so patently absurd.  Take a simple example of taking a business trip and all the implied internal controls that accompany that action. Who authorizes the trip or how does the company know the trip is worth the expenditure? What are the requirements on the travel such as class of travel, airline, price, or length of stay.  After the trip, how are expenses reimbursed and what type of documentation is required.  This is a simple example, but apply this same type of internal control model to running a bank where employees control thousands, millions, and even billions of RMB.

Take a couple of simple examples. First, in the Madoff case, there was no internal controls as everyone at the firm allowed the boss and founder Bernie Madoff complete freedom to run the trading and investing part of the firm with no oversight.  Second, during the financial crisis, there are too many stories to count of poor internal controls where documents weren’t verified and money changed hands in smaller business units without necessary constraints within those business units and from above. Third, remember Enron when key executives placed corporate assets in special purpose vehicles (SPVs) they controlled that Enron was ultimately responsible for covering losses. At no point should corporate officers be allowed to control corporate assets outside their standard fiduciary duty but internal controls were so lax at Enron this was permitted.

The Mingsheng Bank WMP collapse, which you can read about here and here, appears from what we can gather so far to be less about any imminent collapse in the Chinese WMP market and more about a complete absence of any internal controls. Basically, there was fraudulent use of the branches corporate chop, which for any non-China experts is the seal which makes things official in China for companies and a branch manager who diverted WMP funds into unauthorized uses.  Basically, there was virtually no supervision on the branch manager who did somethings he was not supposed to do.

Turning to China, I can say from my nearly eight years in China, the lack of internal controls inside Chinese firms is virtually non-existent. I know of major Chinese organizations that up until recently ran data analytics overseeing thousands of employees by hand on a paper notebook. They recently upgraded so that paper reports were submitted by hand and the data entered into an Excel spreadsheet on one persons computer. To describe it as astoundingly weak internal controls over these operations is incredibly polite.

Banks are even more rife with internal control problems.  Internal audits and risk management whereby higher ups verify the behavior, enforce limits, and confirm financial records in China are incredibly weak to be kind. There have been numerous cases of enormous losses, frauds, or thefts and what is amazing is how common these amazing large cases are but even more important how brutally simple they are.  This should give you a clue that banks do not have controls in place to control the flow of money and ensure it is flowing to where is should be.

For me there is one major issue about how this becomes a bigger problem is that even when the data is not will fully manipulated either by regulators or bank CEO’s, for instance, neither has mechanisms in place to audit and verify the data being given them by people much lower down the food chain.  Consequently, even if they are worried about the risks of say excess debt, when they are told by lower managers that everything is fine, they do not have the tools in place to make sure the lower level managers are providing accurate data.

This gets to this supposed Chinese proverb about the emperor being far away so the provinces will play (I’m paraphrasing). If a bank, city, or province manager is being told to hit certain numbers by headquarters in Beijing and the manager knows how lax internal controls are, do you think it is more likely he/she will admit failure or fudge the numbers knowing they are unlikely to get caught? Furthermore, given the hierarchical nature of power in China, underlings will not be reporting to Beijing about their bosses data manipulation.

What makes this so amazing is that virtually every Chinese firm IPO in places like Hong Kong, the Chinese firms explicitly say things about accounting and internal control risks.  It isn’t like they don’t tell you this stuff.  Even most repos in China are not actual repos but pledged repos where the lender is pledged an asset but does not take physical control of the asset.  This is why markets have seized up before when it came to light there weren’t actually assets there. These are common at all levels and they tell you these risks.

If you take this out of strictly financial, Beijing is struggling to get even things like coal mines and steel mills that are supposed to be shut down, shut down for real. Imagine how much easier it is to cover up financial problems when there is a lack of internal controls, compared to operating a steel mill where Beijing knows to go look.

This is more than theoretical. I believe all evidence points to the conclusion that regulators and bank CEO’s do not have an accurate picture. Data that gets aggregated at head offices has had minimal if any internal auditing done, why you have Mingsheng branch managers (he wasn’t a senior exec) pulling off $500 million frauds.  Imagine if every branch manager fudges the data just a little to make their numbers look better, how different would the state of Chinese banks be?

I should note that I really hope I am entirely wrong.  However, even stories I’m told by people working inside firms really do just make you cringe.  These are very real issues that normally help people go to sleep if they’re suffering from insomnia, but these are really important.