15 December, 2015
Hong Kong’s competition law goes live this month, Stephen Crosswell, Partner, and Tom Jenkins, Senior Associate, Baker & McKenzie, ask – are you ready? It has been over three years since the enactment of the Competition Ordinance (Ordinance), passed with...
15 December, 2015
Daniel Wan, the co-author of the new HKICS guidance note on Hong Kong’s connected transaction rules, discusses the important role company secretaries can play in helping directors and managers understand Hong Kong’s complex connected transactions regime....
15 December, 2015
On 6 November this year, in preparation for the 2015 Paris climate change conference, the Environment Bureau released the Hong Kong Climate Change Report 2015. Jurgita Balaisyte, Project Manager, CSR Asia, discusses the measures outlined in the report to reduce Hong...
15 December, 2015
CSj highlights the key elements of the government’s proposed ‘resolution regime’ designed to ensure that regulatory authorities in Hong Kong have the tools necessary to intervene if a major, systemically important financial institution gets into...
15 December, 2015
The winning paper in the Institute’s latest Corporate Governance Paper Competition argues that risk management is an essential part of a healthy corporate governance framework. In this first part of their article, the authors focus on a comparison of the US and...
15 December, 2015
A recent decision by the Court of First Instance confirms the ability of minority shareholders to obtain an order for inspection of documents under Section 740 of the Companies Ordinance (Cap 622) to investigate into potential corporate mismanagement. The recent case...
15 December, 2015
Competition Ordinance – A wake-up call Click here or on the cover image below to view or download a pdf of the full...
18 November, 2015
Lucy Newcombe, Director, Global Corporate Communications, Computershare, looks at the trends and transformations emerging from this year’s AGM season. Globally, the 2015 AGM season saw an increase in shareholder activism, including in Asia. There were two...
18 November, 2015
CSj talks to Michael Chan Yun Kwong, Chairman of fast-food group Café de Coral, and co-founder of the Legacy Academy which coaches families to pass on their businesses to the next generation in a sustainable way. The easiest way to lose a friend, an old saying goes,...
18 November, 2015
The Hong Kong government has launched a reform of the insurance sector which will lead to the creation of an independent Insurance Authority. Caroline Thomas, Senior Associate, Holman Fenwick Willan, offers her thoughts on what this might mean for Hong Kong. Professor...
18 November, 2015
How should Chinese companies with listings inside and outside Mainland China address the different regulatory requirements and governance expectations of their various listing jurisdictions? The latest in the Institute’s Affiliated Persons ECPD seminar series...
18 November, 2015
Imelda Kwong, Senior Manager, Risk Assurance, PricewaterhouseCoopers, highlights the challenges involved in environmental, social and governance (ESG) reporting and provides a practical way forward for companies to get ready for the raised compliance expectations...
18 November, 2015
2015 AGM season review. Click here or on the cover image below to view or download a pdf of the full...
15 October, 2015
CSj looks at the benefits and challenges involved in adopting integrated reporting and at the potential role of the company secretary in the process. There can be little doubt that the bar has been rising for corporate disclosure standards over the last three decades....
15 October, 2015
Rikke Netterstrom, Executive Director, CSR Asia, suggests some of the issues companies in Asia need to consider when considering adopting integrated reporting. Combining the traditional annual report with the stand-alone sustainability report in an integrated report,...
15 October, 2015
In 1991, Bill Wang FCIS FCS took a one-way ticket from China to the US. CSj traces his long and interesting route to his current role as Head of Group Listings, Asia, and Company Secretary, Hong Kong, for Standard Chartered Bank. Thanks for giving us this interview....
15 October, 2015
CSj highlights the results of a new KPMG/HKICS survey to assess the awareness and preparedness of organisations in Hong Kong and Mainland China to manage and oversee risks. Risk management has been climbing the regulatory agenda internationally since the global...
15 October, 2015
Communication skills are one of the most underestimated requirements of the company secretarial role, believes HKICS Past President and HKICS Prize 2014 awardee, Neil McNamara FCIS FCS. In this extract from his speech as Guest of Honour at the HKICS Convocation 2015,...
15 October, 2015
For the first time since the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (AMLO) came into force on 1 April 2012, the Hong Kong Monetary Authority has exercised its resulting power to impose a pecuniary penalty on a bank....
15 October, 2015
Crisis management is only the first step for Volkswagen, argues Gilles Hilary, Professor of Accounting and Control, INSEAD. Whether or not the company bounces back depends on its ability to change its culture. With the Volkswagen (VW) logo on the front page of every...
15 October, 2015
Integrated reporting – The DIY approach Click here or on the cover image below to view or download a pdf of the full...
14 September, 2015
Corporate governance is just as necessary for charities as it is for their profit-making peers. CSj gets some best practice advice for charities in Hong Kong and looks at the prospects for regulatory reform in this sector. Earlier this year, one of the largest and...
14 September, 2015
In addition to being a former legal counsel to the Li Ka Shing Foundation, Michelle Chow, Consultant, Withers, is one of Hong Kong’s top advisers for charities and trusts, and regularly lectures on philanthropy and charity law issues. It’s not by chance,...
14 September, 2015
CSj takes a look at Hong Kong Exchanges and Clearing’s proposed ‘upgrade’ of its Environmental, Social and Governance Reporting Guide. Mandatory requirements for companies to report on their environmental and social impacts have become a standard...
14 September, 2015
The Contracts (Rights of Third Parties) Ordinance is due to come into force early in 2016. Zoe Chan So Yuen FCS FCIS, Solicitor, examines how companies can make use of the new law in corporate contract management. Many commercial projects, no matter what their size,...
9 September, 2015
Transparency – A charity’s first priority. Click here or on the cover image below to view or download a pdf of the full...
6 August, 2015
Until Hong Kong establishes effective whistleblower protections it will continue to miss out on one of the most effective channels for the detection of fraud. CSj gets some expert advice on this and other aspects of establishing an effective internal whistleblowing...
6 August, 2015
Investor relations is a relatively young profession in Hong Kong, but this month’s In Profile candidate is a Chartered Secretary who has played a major role in building the profession over the last decade. This month, CSj talks to Dr Eva Chan FCIS FCS(PE),...
6 August, 2015
A straw man proposal is intended to generate discussion of an intended course of action and Hong Kong Exchanges and Clearing’s ‘straw man’ weighted voting rights proposals have certainly succeeded in doing that. The question remains however – what comes...
6 August, 2015
Hong Kong Exchanges and Clearing Ltd is likely to upgrade key aspects of environmental, social and governance (ESG) disclosure to ‘comply or explain’ status within the next 12 months. Ivan Tong, Richard Chou and Brian Ho at Ernst & Young, give some advice...
6 August, 2015
In the wake of China’s stock market losses, Andrew Sheng and Xiao Geng at the Asia Global Institute of the University of Hong Kong, argue that the lessons of this current ‘stress test’ should be used to drive the next phase of economic reform in China. The...
6 August, 2015
Internal whistleblowing – How to get it right. Click here or on the cover image below to view or download a pdf of the full...
7 July, 2015
Regulators at the Institute’s latest Annual Corporate and Regulatory Update seminar reaffirmed the key importance that they attach to companies’ disclosure standards. Hong Kong operates a disclosure based regulatory regime. Under this model, the regulatory...
7 July, 2015
The Institute’s Annual Corporate and Regulatory Update (ACRU) seminar is one of the few forums in Hong Kong where regulators and market participants can engage in a direct dialogue about regulatory compliance. This year’s ACRU, held on 3 June 2015, drew a...
7 July, 2015
Broad-based employee share plans are increasingly popular in Hong Kong and Mainland China. Our profile candidate this month, Seth Bohart, Managing Director, Computershare Plan Managers Asia, looks at where this trend may take us in the years ahead. Thanks for giving...
7 July, 2015
A new report from CSR Asia warns companies that they may be indirectly involved in human rights infringement cases unknowingly through their supply chains. Richard Welford, Chairman, CSR Asia, recommends proper due diligence for businesses that want to be involved in...
7 July, 2015
Three years after its enactment, full implementation of Hong Kong’s Competition Ordinance is expected towards the end of this year. Mark Jephcott, Adelaide Luke and Lisa Geary at Herbert Smith Freehills Hong Kong, urge businesses to audit their existing...
7 July, 2015
Hong Kong’s Securities and Futures Commission (SFC) proposes to amend the Securities and Futures Ordinance to boost the level of supervisory assistance the SFC can provide to overseas regulators. Over recent decades, international cooperation among national...
6 July, 2015
Question Time – ACRU 2015 review. Click here or on the cover image below to view or download a pdf of the full...
7 June, 2015
With the Securities and Futures Commission recently publishing proposals designed to encourage proactive engagement between investors and publicly listed companies in Hong Kong, Lucy Newcombe, Global Corporate Communications Director at Computershare, looks at the...
7 June, 2015
CSj takes a look at new best practice recommendations for corporate secretaries on shareholder engagement. Since the launch of the UK’s Stewardship Code in 2010, shareholder engagement has been climbing the corporate and regulatory agenda around the world. The...
7 June, 2015
Few companies in Hong Kong are monitoring and reporting on their greenhouse gas emissions. CSj takes a look at the growing stakeholder and regulatory pressure to ensure businesses catch up with international best practice in this area. In 2013, Carbon Care Asia (CCA)...
7 June, 2015
Governments around the world will be gathering in December this year to sign a new global agreement on greenhouse gas emissions reduction. Johan Rockström, Professor of Global Sustainability, Stockholm University, looks at what needs to be agreed in order to avoid...
7 June, 2015
One of the toughest challenges facing companies seeking to comply with Hong Kong’s statutory regime for the disclosure of inside information, as set out in Part XIVA of the Securities and Futures Ordinance, has been identifying what is and what is not inside...
7 June, 2015
Internet domain name disputes are still a relatively new area for companies in Hong Kong. Zoe Chan FCIS FCS, Solicitor, gives some advice on the hazards of getting arbitration awards in this area enforced. One of the reasons businesses prefer arbitration proceedings...
7 June, 2015
Q: Please advise whether the word ‘audited’ has to be added in the preliminary annual results announcement of a company listed on the Hong Kong Stock Exchange to reflect that such results have been audited by the company’s independent auditors. A: There is...
7 June, 2015
Shareholder engagement – The company secretary role. Click here or on the cover image below to view or download a pdf of the full...
8 May, 2015
The concept of sustainability often comes naturally to family companies since they need to serve the family’s needs through the generations, but Stephen Young, Global Executive Director, Caux Round Table, argues that they also need good governance to turn those...
7 May, 2015
Over the last decade, the renminbi has gone from being unknown outside China to being the fifth most traded currency and the second most used currency for trade finance in the world. Bruce Andrews asks where this journey will lead us next – is the renminbi destined to...
7 May, 2015
Over-reliance on the US dollar in the international monetary system is an anachronism, argues Paola Subacchi, Research Director of International Economics at Chatham House and Professor of Economics at the University of Bologna. She looks at the pressure from China...
7 May, 2015
William Wong, Associate, Deacons, outlines some common deficiencies in corporate disclosures which frequently result in the need to issue clarification announcements. Listed companies in Hong Kong are reminded that insufficient information or deficiencies in corporate...
7 May, 2015
Lester Ross, Kenneth Zhou and Tingting Liu at law firm WilmerHale, examine what China’s foreign investment legal system will look like when its new Foreign Investment Law, which was issued for public comment in January this year, takes effect. China’s...
7 May, 2015
In Re China Metal Recycling (Holdings) Ltd, the Securities and Futures Commission has obtained its first court order to wind up a Hong Kong-listed company under Section 212 of the Securities and Futures Ordinance. On 9 March 2015, Justice Harris handed down the...
7 May, 2015
Q:Recent AGM seasons have seen an increase in ‘no’ votes against some types of resolutions. What can I do to help prepare my company for our AGM? A: Investors across Asia are beginning to alter their approach to the AGM season and voting. Whereas in the past,...
7 May, 2015
Family companies – Governance models? Click here or on the cover image below to view or download a pdf of the full...
7 April, 2015
CSj takes a look at recent revisions to Hong Kong’s Corporate Governance Code designed, among other things, to clarify that the board has an ongoing responsibility to oversee companies’ risk management and internal control systems. If the global financial...
7 April, 2015
CSj looks at new proposals by the Securities and Futures Commission (SFC) to encourage proactive engagement between investors and publicly listed companies in Hong Kong. Hong Kong, like many developed markets around the world, operates a disclosure-based regulatory...
7 April, 2015
Last year the Australian division of the Institute of Chartered Secretaries and Administrators (ICSA) changed its name to Governance Institute of Australia (GIA). CSj interviews Tim Sheehy, Chief Executive of the GIA, about the rationale behind the rebranding...
7 April, 2015
For the first time since the Personal Data (Privacy) Ordinance came into force in 1996, an individual has received a jail sentence for breach of the Ordinance. The Personal Data (Privacy) Ordinance (PDPO) protects the personal data of living individuals. Any person...
7 April, 2015
EY has been conducting a yearly Global Information Security Survey (GISS) for 17 years. The key observations and views from the latest survey are shared in this article. Cyber threats are increasing in their 2. levels of persistence, sophistication and organisation....
7 April, 2015
Risk and opportunity Click here or on the cover image below to view or download a pdf of the full...
7 March, 2015
The new Companies Ordinance (Cap 622) requires certain public companies and companies not qualified for simplified reporting to prepare a more comprehensive directors’ report which includes a business review. This article aims to highlight the disclosures required...
7 March, 2015
It has been a year since the new Companies Ordinance, Chapter 622 of the laws of Hong Kong, came into operation. In this article, the Companies Registry describes the transition to the new regime and highlights some of the more commonly raised issues arising from the...
7 March, 2015
The HKICS Prize is awarded annually to celebrate the achievements of leaders of the Chartered Secretarial profession. This month, the winner of this year’s HKICS Prize, former President of the Institute Neil McNamara FCIS FCS, talks about his role in building...
7 March, 2015
What is the relationship between risk management and corporate governance? What are the respective duties of management and the board in this area? The latest HKICS Regional Board Secretaries Panel meeting, held on 14 January 2015, sought answers to these and other...
7 March, 2015
Is the regulatory process that started in the aftermath of the last financial crisis sowing the seeds of the next one? Gilles Hilary, Professor of Accounting and Control, INSEAD, warns against the dangers of overregulation. For years, financial innovation and...
7 March, 2015
In the preceding article of this month’s Viewpoint column, Gilles Hilary, Professor of Accounting and Control, INSEAD, warns against the dangers of overregulation. CSj invited Michael Duignan, Senior Director, Corporate Finance at the Securities and Futures...
3 March, 2015
The new Companies Ordinance: one year on Click here or on the cover image below to view or download a pdf of the full...
5 February, 2015
Hong Kong’s new Competition Ordinance, scheduled to be implemented later this year, will have significant compliance implications for companies in Hong Kong. CSj takes advice on the best way for compliance professionals to prepare for the new law. In most...
5 February, 2015
Frank Fine, Head of International Antitrust at DeHeng Law Offices and Executive Director of the China Institute of International Antitrust and Investment, gives an introduction to managing antitrust risk in the current global regulatory environment. On 30 September...
5 February, 2015
Mark Jephcott, Partner, Head of Competition Asia, and Grace Aylward, Associate, Herbert Smith Freehills LLP, offer a practical guide to preparing for an unannounced inspection by the Hong Kong Competition Commission. It is anticipated that the Hong Kong Competition...
5 February, 2015
Dr Maurice Ngai, CEO of SW Corporate Services Group Ltd, discusses his aspirations as the newly elected president of the HKICS. Congratulations on your election as HKICS President – can we start by discussing what you would like to achieve in this role? ‘I would...
5 February, 2015
Al Percival, Managing Director, Asia Pacific, Diligent APAC Board Services, identifies seven best practices that will help ensure that your board portal will deliver on its paperless promise. Given the amount of information that is distributed to board members before...
5 February, 2015
A recent decision of the Court of Final Appeal clarifies the law relating to suspected anti-money laundering cases in Hong Kong. In November 2014 the Court of Final Appeal (CFA) quashed a conviction by the Court of Appeal in a money laundering case. The CFA...
5 February, 2015
Q: Can a private company limited by shares and incorporated under the Companies Ordinance (Cap 622) appoint any corporate directors if it belongs to a group of companies, of which a member company incorporated overseas is listed on the Hong Kong stock exchange? A:...
5 February, 2015
Q: We are considering introducing an online proxy voting channel – what are the legal and corporate governance aspects we should consider? A: The Hong Kong Companies Ordinance which became effective in March 2014 has introduced a number of changes for companies...
5 February, 2015
Antitrust compliance comes to Hong Kong Click here or on the cover image below to view or download a pdf of the full...
5 January, 2015
Senior board secretaries assess the implications of regulatory reforms in the PRC, both for the work of board secretaries and for the integrity and efficiency of China’s capital markets. China’s capital markets have been developing very rapidly in recent...
5 January, 2015
In interview with CSj, the Institute of Chartered Secretaries and Administrators (ICSA) President Frank Bush FCIS discusses the new structure of ICSA Council and the organisation’s aspirations to become the leading global professional body in governance. ICSA...
5 January, 2015
CSj conducts an unofficial poll on the most hotly contested corporate governance issue in Hong Kong at the moment. A quarter of a century ago, the Hong Kong stock exchange came under pressure after three of the city’s most powerful conglomerates – Jardine...
5 January, 2015
In her keynote speech at this year’s ‘Asian Company Secretary of the Year’ awards, Edith Shih, Head Group General Counsel and Company Secretary at Hutchison Whampoa Ltd and HKICS Past President, highlighted the need for company secretaries to have...
5 January, 2015
The Institute’s corporate governance paper competition is run biennially in tandem with the Institute’s corporate governance conferences. This month, CSj publishes the second and final part of the winning paper in this year’s competition, in which...
5 January, 2015
Deregulation in the PRC Click here or on the cover image below to view or download a pdf of the full...
