5 December, 2014
CSj interviews HKICS Chief Executive Samantha Suen FCIS FCS(PE) on her strategic goals for the HKICS. What are your aspirations as Chief Executive of the HKICS? ‘As Chief Executive of the HKICS, I help Council formulate strategies to develop the Institute and...
5 December, 2014
This ‘Know your Institute’ series of articles has tracked the evolution of the Chartered Secretarial profession in Hong Kong over the last 65 years and has sought to familiarise readers with the work of the Hong Kong Institute of Chartered Secretaries in...
5 December, 2014
A new compliance challenge for company secretaries in Hong Kong is just around the corner with the Competition Ordinance due to be implemented next year. Our In Profile candidate this month, Clara Ingen-Housz, Partner, Linklaters, helps to clarify some of the...
5 December, 2014
Hong Kong companies, even where they have little connection with the US, may need to consider the long arm of US law in their compliance programmes, argue Kyle Wombolt, Global Head of Corporate Crime and Investigations, and Siyu Zhang, Associate, Herbert Smith...
5 December, 2014
The winning paper in this year’s Corporate Governance Paper Competition examines the recent changes brought in by Hong Kong Exchanges and Clearing (HKEx) to corporate governance requirements to raise the overall standard of issuers’ corporate governance, and...
5 December, 2014
At a time when the theft of customer information often leads to executive level shake-ups, boards are taking a greater role in evaluating the adequacy of their organisations’ cybersecurity. Many boards, however, have yet to apply the same level of critical observation...
5 December, 2014
Q: Can we use our board portal to assist us with our board evaluation process? A: Most organisations have reviews in which board members are asked to rate their individual performance as well as the perceived effectiveness of the entire board. Many companies also...
5 December, 2014
Know your Institute – The road ahead. Click here or on the cover image below to view or download a pdf of the full...
5 November, 2014
Regulators and senior company secretaries give their views on how the company secretary can support the effectiveness of independent nonexecutive directors. Within a unitary board system, corporate governance relies on independent non-executive directors to provide...
5 November, 2014
CK Low FCIS FCS, Associate Professor in Corporate Law, Chinese University of Hong Kong Business School, argues it is time for a shift of focus away from complex definitions of the independence of independent directors and towards the importance of ensuring appropriate...
5 November, 2014
The board secretary role has gone from being virtually unknown in Mainland China 20 years ago to commanding increasing importance and respect today. This fourth article in our ‘Know your Institute’ series looks at the role that the Hong Kong Institute of...
5 November, 2014
Lucy Newcombe, Corporate Communications Director at Computershare, takes us through the 2014 AGM season around the globe. It has been another packed AGM season around the world in 2014, with remuneration remaining the prime focus of attention in many countries;...
5 November, 2014
The Securities and Futures Commission answers questions relating to corporate announcements, profit warnings and the SFC’s review and investigation process raised by attendees at this year’s Annual Corporate and Regulatory Update seminar. 1. Announcements...
5 November, 2014
Patrick Wong, Partner, and Loretta Chan, Consultant, Mayer Brown JSM, look into the compliance obligations relating to the disclosure of bilingual names. On 3 March 2014, the Companies Ordinance (Cap 622), together with 12 items of subsidiary legislation, commenced...
5 November, 2014
Q: The ‘against’ votes for some of our resolutions at our AGM have increased in the past few years. How can we mitigate this? A: Try to identify your shareholder base, understand their concerns and communicate with them effectively. Consider using...
5 November, 2014
A special relationship? – Independent directors and the company secretary. Click here or on the cover image below to view or download a pdf of the full...
5 October, 2014
True to form, the latest HKICS corporate governance conference set itself some hard questions to answer. Peter Greenwood FCIS FCS, Conference Chair, and Kieran Colvert, Editor, CSj, take a look at the highlights as well as some of the lighter moments of the...
5 October, 2014
This third article in our ‘Know your Institute’ series looks at how the Hong Kong Institute of Chartered Secretaries, as the membership and qualifying body for Chartered Secretaries in Hong Kong, helps students and members acquire the skills they need for...
5 October, 2014
In the second Q&A in our ‘Get the FAQs’ series, the Securities and Futures Commission answers questions relating to inside information disclosure raised by attendees at this year’s Annual Corporate and Regulatory Update. Q: For inside...
5 October, 2014
Q: A significant amount of work is undertaken by directors in between meetings, typically on an urgent basis, in the form of approval of circular resolutions and signing of documents. Can these work flows be integrated into our board portal? A: Yes, this kind of work...
5 October, 2014
Asking difficult questions – CGC 2014 review. Click here or on the cover image below to view or download a pdf of the full...
5 September, 2014
David Graham, Chief Regulatory Officer and Head of Listing, Hong Kong Exchanges and Clearing Ltd, outlines the meaning of ‘compliance’ in a principles-based regulatory regime. The purpose of corporate governance regulation is to facilitate effective and...
5 September, 2014
Hong Kong’s compliance landscape changed dramatically in March this year with the implementation of the new Companies Ordinance. Ada Chung, Registrar of Companies, highlights the major changes brought in by the new law in an area of particular relevance to...
5 September, 2014
Regulation is not only about enforcement, argues Securities and Futures Commission (SFC) Chairman Carlson Tong. In an interview with CSj, he talks about the SFC’s new emphasis on guiding, as well as policing, the market. How would you describe the general...
5 September, 2014
This month we launch a new column dedicated to answering your questions on key regulatory and governance issues. In this first Q&A in the series, Wendy Yung, Executive Director and Company Secretary of Hysan Development Company, and a panellist in session three...
5 September, 2014
Corporate Governance Conference 2014 – Special edition. Click here or on the cover image below to view or download a pdf of the full...
6 August, 2014
Company secretaries in Hong Kong assess the new demands on, and demand for, compliance professionals in the emerging regulatory environment. Compliance work is at the core of what company secretaries do. The Institute’s latest research report on the roles and...
6 August, 2014
In 2013 Anna Wu Hung-yuk was appointed Chairperson of the Competition Commission which will oversee the implementation of the Competition Ordinance next year. In an interview with CSj, she talks about her aspirations for the Competition Commission and looks back over...
6 August, 2014
CSj previews the Institute’s ninth biennial corporate governance conference which gets underway next month in Hong Kong. The Institute’s biennial corporate government conferences (CGCs), first launched in 1998, have established a reputation for their very...
6 August, 2014
Andrew Kinnison, a solicitor and partner with Howse Williams Bowers, argues that it is time to enact legislation in Hong Kong to support a corporate rescue culture. Corporate rescue is a means by which the directors of an ailing company can seek to nurse it out of its...
6 August, 2014
In two recent cases, Hong Kong’s Court of First Instance (CFI) calls for proactive measures against shadow companies. In two recent Hong Kong cases, Power Dekor (Hong Kong) Ltd v Power Dekor Group Co Ltd (1 HKLRD 845/2014), and Exxon Mobil Corporation v USA...
6 August, 2014
Q: We have many board committees and subsidiary companies with varying degrees of overlap amongst directors; how can we address this segregation of information and duties with a board portal? A: Access to the right content at the right time is key to effective board...
6 August, 2014
Compliance update – Your guide to the new regulatory environment. Click here or on the cover image below to view or download a pdf of the full...
6 July, 2014
Compliance failures often stem from poor management and governance within companies rather than deliberate fraud. Regulators attending this year’s Annual Corporate and Regulatory Update therefore emphasised the importance of their supervisory role in fostering a...
6 July, 2014
Keeping pace with regulatory change is one of the top challenges facing compliance professionals and the Institute’s Annual Corporate and Regulatory Update seminar aims to help attendees do just that – providing them with an opportunity to get first-hand...
6 July, 2014
The Corporate Secretaries International Association (CSIA) teamed up with the Global Corporate Governance Forum (GCGF) to publish the ‘Corporate Secretaries Toolkit’ earlier this year. This second part of our interview with Carina Wessels, CSIA President, and...
6 July, 2014
This second article in our series on the Hong Kong Institute of Chartered Secretaries gives an introduction to the work of the Institute in the critical areas of professional standards, research and advocacy. What is the purpose of a professional body? Perhaps the...
6 July, 2014
The Competition Ordinance, which is expected to be implemented next year, presents unprecedented opportunities and challenges for company secretaries and compliance professionals in Hong Kong. Zoe Chan So Yuen FCS FCIS, Solicitor, argues that it is time for business...
6 July, 2014
This article describes the topics discussed in the HKICS 32nd Affiliated Persons ECPD seminars held in Nanning on 14-16 May 2014, including the amendment of connected transaction rules, the importance of managing inside information and the professional development of...
6 July, 2014
Building a compliance culture – ACRU 2014 review. Click here or on the cover image below to view or download a pdf of the full...
5 June, 2014
How to prepare a business review In March this year, with the implementation of the new Companies Ordinance, Hong Kong imposed its first mandatory environmental, social and governance (ESG) reporting requirement. Hong Kong-incorporated companies, unless exempted, will...
5 June, 2014
The importance of the corporate secretarial role, particularly as the gatekeeper for good governance, is now recognised globally, but there is an increasing demand in emerging and transition economies for practical guidance on how this role should be best carried out....
5 June, 2014
Allan Chiang, Hong Kong’s Privacy Commissioner for Personal Data, outlines the competitive benefits to be gained by adopting a comprehensive privacy management programme. The Personal Data (Privacy) Ordinance (the Privacy Ordinance) came into force 18 years ago...
5 June, 2014
Salina Yan, Deputy Secretary for Financial Services and the Treasury (Financial Services), of the Financial Services and the Treasury Bureau, outlines a new initiative to further develop Hong Kong’s asset management industry. Asset management has become...
5 June, 2014
《上市公司独立董事履职情况报告》是根据中国上市公司协会所发出的《上市公司 独立董事履职状况调查问卷》的调查结果而撰写﹐旨在对已实施十多年的中国上市 公司独立董事制度进行全面而客观的评估。上期刊载了该报告的摘要第一部分﹐本 文是第二部分﹐亦即最後一部分﹐论述独立董事制度存在的问题﹐并提出完善独立 董事制度的建议。 独立董事制度存在的问题 我国上市公司引入独立董事制度10多 年来，在优化上市公司治理结构，促 进上市公司规范运作方面发挥了积极 的作用。调查显示，调查对象对独立 董事在“促进公司整体发展”、“促...
5 June, 2014
Q: Three out of the 10 directors on our board still request paper board packs – can you suggest the best ways to persuade these directors of the advantages of the digital pack? A: Firstly, I would say that your experience in this regard is common, particularly in...
5 June, 2014
The ESG challenge – How to prepare a business review. Click here or on the cover image below to view or download a pdf of the full...
5 May, 2014
The Hong Kong Institute of Chartered Secretaries (HKICS) has a well-known and well-loved icon in the shape and form of Sagittarius serpentarius, better known as the secretary bird, but what exactly does the secretary bird represent? How is the HKICS structured? What...
5 May, 2014
The job of rewriting a law of the size and complexity of Hong Kong’s Companies Ordinance does not come around very often. This month CSj talks to Ada Chung about the lessons she has learned over the last seven years since she took up her post as Registrar of...
5 May, 2014
This month the Companies Registry concludes its series of articles introducing the major changes brought in by the new Companies Ordinance. In this final article in the series, Ada Chung, Registrar of Companies, and Phyllis McKenna, Deputy Principal Solicitor, HKSAR...
5 May, 2014
Independent directors in the PRC This article is the first of a two-part article by the China Association for Public Companies (CAPCO) summarising its Report on the Fulfillment of Duties by Independent Directors of Listed Companies which was published earlier this...
5 May, 2014
New regulations on the deployment of contingent and temporary workers in Mainland China took effect on 1 March 2014. All employers using contingent workers in Mainland China, typically referred to as an ‘agency workforce’ or as ‘labour dispatch...
5 May, 2014
Q: Aside from reporting my company’s interim and annual results, what else can I do to effectively engage with current and prospective investors? A: Going beyond basic financial reporting requirements and increasing engagement with investors is a vital...
5 May, 2014
Know your Institute – A bird’s eye view. Click here or on the cover image below to view or download a pdf of the full...
5 April, 2014
What does the new Companies Ordinance have to say about conflicts of interest? What should you do if your chairman has declared an interest in a matter under consideration by the board? Does the practice of ‘wearing different hats’, as a method of segregating an...
5 April, 2014
Gordon Jones FCIS FCS, former Registrar of Companies, gives CSj a behind-the-scenes account of the most ambitious and complex law reform process in Hong Kong’s recent history – the Companies Ordinance rewrite. Thanks for giving us this interview, what are your...
5 April, 2014
Ada Chung, Registrar of Companies, and Karen Ho, Deputy Principal Solicitor, Companies Ordinance Rewrite Team, Companies Registry, continue their series of articles looking at the major changes introduced by the new Companies Ordinance (Cap 622). In last month’s...
5 April, 2014
James Ratley, President and CEO of the Association of Certified Fraud Examiners, gives advice to company secretaries on understanding and identifying the red flags of potential fraud. Over the last several years, major global economic events have brought the concept...
5 April, 2014
Roy Lo, Deputy Managing Partner, Shinewing (HK) CPA Ltd, and Gloria So, Manager, Shinewing Risk Services Ltd, discuss ways to enhance corporate performance through board diversity. T here has been considerable discussion globally about the value of diversity on...
5 April, 2014
Q: The workload for company secretaries seems to be increasing – how will utilising a board portal simplify and streamline our processes? A: The role and level of responsibility held by company secretaries in Hong Kong is ever increasing. Similarly the workload of...
5 April, 2014
A confusion of hats? – Conflicts of interest and conflicts of roles Click here or on the cover image below to view or download a pdf of the full...
5 March, 2014
Farewell to paper share certificates? Since the mid-1960s, jurisdictions around the world have been phasing out paper share certificates. Hong Kong has been slow to join this trend, but the government has now put forward a set of detailed proposals designed to...
5 March, 2014
CSj talks to this year’s winner of the HKICS Prize, former HKICS President Edwin Ing FCIS FCS, about the past and the future of the company secretarial role. Congratulations on winning the HKICS Prize – what are your feelings on receiving the prize? ‘I am very...
5 March, 2014
In this first of a series of articles by the Companies Registry looking at the reforms introduced by the new Companies Ordinance, Ada Chung, Registrar of Companies, and Karen Ho, Deputy Principal Solicitor, Companies Registry, highlight the major changes introduced to...
5 March, 2014
China experiments with a liberalised marketplace Since the global financial crisis, there has been a significant tightening of regulatory controls globally, particularly in the financial sector. In Mainland China, by contrast, the key theme is deregulation. The...
5 March, 2014
Q: My company’s annual general meeting (AGM) is scheduled to be held in May. What practical suggestions do you have? A: Good preparation is always the key to success. Some practical suggestions for holding a successful AGM are set out below. Reserve a...
5 March, 2014
Going scripless – Farewell to paper share certificates? Click here or on the cover image below to view or download a pdf of the full...
5 February, 2014
Ensuring compliance with one set of listing rules is difficult enough, so spare a thought for the practitioners who need to ensure compliance with multiple, and potentially conflicting, sets. Senior company secretaries working for companies with multiple international...
5 February, 2014
In this second and final part of their article, Billy Lam, Loretta Chan and Wilson Fung of Mayer Brown JSM, highlight the key issues that directors and company secretaries need to watch out for in the new Companies Ordinance. As we all know, the new Companies...
5 February, 2014
The latest Regional Board Secretary Panel meeting, held on 7 January 2014 in Hong Kong, confirms the key role of the company secretary in guiding directors through today’s complex and highly regulated business landscape. T he Institute’s Regional Board...
5 February, 2014
Benchmarking the world’s stock exchanges Which of the world’s stock exchanges are home to the world’s most advanced sustainability reporters, and, perhaps more significantly, why? A new study by CK Capital, the investment research arm of Corporate...
5 February, 2014
Q: Why all of a sudden have board portals become a buzz word in Hong Kong? Our traditional board had not previously been interested in technology. What’s changed? A: Introduction of the iPad fundamentally opened the boardroom to technology by making it...
5 February, 2014
Global compliance Click here or on the cover image below to view or download a pdf of the full...
5 January, 2014
The new Companies Ordinance, which comes into force in March this year, has been billed as an attempt to simplify, rationalise and deregulate our company law wherever possible. While the new ordinance certainly brings in a number of measures to this effect, there is a...
5 January, 2014
What are the qualifying criteria for companies to prepare simplified financial statements and reports under the new Companies Ordinance? Under what circumstances may an AGM be dispensed with? These are some of the many questions posed by attendees at a recent HKICS...
5 January, 2014
As a result of rapid economic development in Mainland China, there is a huge demand for professional service providers. This is good news for professionals, company secretaries among them, particularly those based in Hong Kong. Lau Ping Cheung, Chairman of the Hong...
5 January, 2014
David Neuville and Joseph Lee, Cadwalader, Wickersham & Taft LLP in association with Joseph PC Lee & Associates, assess the implications of the Stock Exchange of Hong Kong decision to reject the proposal by the Alibaba Group to list in Hong Kong with a...
5 January, 2014
The Institute’s Corporate Governance Paper Competition is held annually to raise awareness of corporate governance issues among local undergraduates. This year’s competition was held on the theme ‘Corporate governance means more reports and...
5 January, 2014
Q: What are the key changes in the new Hong Kong Companies Ordinance (CO) effective 1 March 2014 regarding listed companies’ share registers? A: From a registry perspective, the following are the key changes brought about by the new CO: 1. Adoption of mandatory no...
5 January, 2014
The new Companies Ordinance – Are you ready? Click here or on the cover image below to view or download a pdf of the full...
