Board succession

Board succession

Succession planning is a core part of good board governance. Neil Waters, Office Leader and Partner, Egon Zehnder Hong Kong, offers some tips on how to get it right. Succession is a complex and tricky issue, but it is one that boards simply cannot ignore. It is...
Director training – a focus on INEDs

Director training – a focus on INEDs

CGj reviews the first part of a new series of training sessions launched by the Institute, in collaboration with Hong Kong Exchanges and Clearing Ltd (HKEX), to broaden awareness and understanding of directors’ duties, especially those of independent non-executive...
Why do carbon risks matter to your business?

Why do carbon risks matter to your business?

Dr Agnes KY Tai, Director, Great Glory Investment Corporation, shares the findings of her 2022 PhD research, looking at how investors respond to the carbon risks and environmental performance of Hong Kong listed companies. 2022 was a year of more than 500 catastrophic...
Anti-corruption policies, whistleblowing and ethics training

Anti-corruption policies, whistleblowing and ethics training

The latest guidance from the Institute’s Ethics, Bribery and Corruption Interest Group is intended to broaden awareness of key social aspects of Hong Kong’s ESG regulatory regime. In November 2022, the Stock Exchange of Hong Kong Ltd (the Exchange) released the...
CGj March 2023 (pdf version)

CGj March 2023 (pdf version)

Succession planning — The strategic approach  Click here or on the cover image below to view or download a pdf of the full...
Money laundering and environmental crime

Money laundering and environmental crime

Sharan Gill, writer, lawyer and CGj contributor, reviews a new report highlighting the relatively neglected connection between money laundering and environmental crime. The reality put forward in a new report by Finance for Biodiversity (F4B) – Breaking the...
Live and let VIE

Live and let VIE

Nana Li, Research and Project Director, China, the Asian Corporate Governance Association (ACGA), answers some important questions about variable interest entities (VIEs) and discusses the future implications for Mainland companies using this structure. A listing...
New guidance note: how to respond to a dawn raid

New guidance note: how to respond to a dawn raid

CGj shares some practical tips for responding to a dawn raid in the context of competition law enforcement in Hong Kong, derived from the latest guidance note issued by the Competition Law Interest Group of The Hong Kong Chartered Governance Institute (the Institute)....
Gender diversity on Hong Kong boards: taking the next step

Gender diversity on Hong Kong boards: taking the next step

Over a decade of increasing regulatory requirements and lobbying by advocacy groups has failed to significantly improve the gender diversity of Hong Kong boards. A new report published by The Hong Kong Institute of Chartered Secretaries proposes a way to upgrade the...
Digitalisation of the AGM – The lessons of the 2020 AGM season

Digitalisation of the AGM – The lessons of the 2020 AGM season

Gabriele Limonta, Sales Manager, North Asia at Lumi Global, argues that the format for annual general meetings (AGMs) is changing, and while virtual meeting technology is fit for purpose, regulatory requirements have largely failed to keep pace with rapid...
Ransomware: prevention and response

Ransomware: prevention and response

Donna Wacker, Partner, and William Wong, Consultant, Clifford Chance, examine the increased risk of ransomware attacks, and provide guidance on preventing and preparing for such an attack, as well as how to mitigate any damage. Ransomware attacks have drastically...
Careers in Governance – Kenny Luo FCG FCS

Careers in Governance – Kenny Luo FCG FCS

What is your role as a governance professional? ‘I serve as the Board Secretary and Company Secretary of Bank of China (Hong Kong) Holdings Ltd (BOCHK). In addition to BOCHK being the Bank of China Ltd (BOC) headquarters for its ASEAN operations, BOCHK is the second...
Careers in Governance – Flora Wong ACG ACS

Careers in Governance – Flora Wong ACG ACS

What is your role as a governance professional? ‘As a governance professional working for a German automaker in Hong Kong, I am responsible for reviews of guidelines and process flows to advise business units on process improvements, to ensure compliance at the local...
CSj March 2021 (pdf version)

CSj March 2021 (pdf version)

Gender diversity – An action plan for boards Click here or on the cover image below to view or download a pdf of the full...
Conflicts of interest: your best practice guide

Conflicts of interest: your best practice guide

CSj gets advice on how governance professionals can help companies stay on the right side of Hong Kong’s legal and regulatory regime relevant to conflicts of interest. In November 2019, Hong Kong was treated to an object lesson in how not to go about managing...
The governance stress test

The governance stress test

Katherine Ng, Managing Director, Head of Policy and Secretariat Services, Listing Department, Hong Kong Exchanges and Clearing Ltd (HKEX), discusses the role that good governance plays in ensuring that companies survive and thrive for the long term. Can we start by...
Governance values and the value of governance

Governance values and the value of governance

Tim Lui Tim Leung SBS JP, Chairman of the Securities and Futures Commission, focused his Guest of Honour speech at The Hong Kong Institute of Chartered Secretaries Annual Dinner 2020 on the need for companies to adopt high governance standards to improve their...
Governance in transition

Governance in transition

Governance professionals are at the forefront of the many changes sweeping through the business environment globally and locally. In her speech at The Hong Kong Institute of Chartered Secretaries (the Institute) Annual Dinner 2020, Institute President Gillian Meller...
Transfer pricing and the arm’s length principle –

Transfer pricing and the arm’s length principle –

EY tax and transfer pricing specialists Wilson Cheng, Martin Richter, Kenny Wei and Flora Chan précis the recent regulations on transfer pricing in Hong Kong, explain the required documentation and related exemption criteria, and suggest good practices to ensure...
Reasonable grounds to believe

Reasonable grounds to believe

Peter So, Partner, and Connie Ma, Associate, Deacons, look at a landmark Court of Final Appeal judgment that casts new light on the ‘reasonable grounds to believe’ test for money laundering offences. In the two important Court of Final Appeal (CFA) cases of HKSAR v...
CSj March 2020 (Pdf version)

CSj March 2020 (Pdf version)

Conflicts of interest – your best practice guide Click here or on the cover image below to view or download a pdf of the full...
Finance for sustainability

Finance for sustainability

Can green finance be a game changer? CSj takes a look at the growing green finance sector in Mainland China and Hong Kong. As global temperatures and sea levels are rising, so is the pressure on world leaders to actually do something about it. A United Nations (UN)...
Leading the governance change

Leading the governance change

Peter Greenwood FCIS FCS, former Company Secretary and Corporate Counsel of CLP Holdings and the winner of the HKICS Prize 2018, highlights the advantages of being a governance first mover. Congratulations on receiving the Hong Kong Institute of Chartered Secretaries...
Green finance: an SFC view

Green finance: an SFC view

CSj interviews Julia Leung, Deputy Chief Executive Officer and Executive Director, Intermediaries, Securities and Futures Commission (SFC), on the potential for developing Hong Kong as a green finance centre. What is the underlying rationale for pushing green...
提高管治標杆

提高管治標杆

今年1月17日,香港特許秘書公會周年圓桌會議順利在香港召開,會議重點討論了近期監管機構對香港企業管治守則的修訂,包括董事問責制和董事會多樣性等,以進一步提升香港企業管治水準。 每年,香港特許秘書公會(公會)都會在香港和內地城市,舉辦五次董秘圓桌會議,通過專家分享和討論,協助內地和香港會員了解內地和香港監管環境的變化。...
Raising the governance bar

Raising the governance bar

The latest Hong Kong Institute of Chartered Secretaries Company Secretary/Board Secretary Roundtable meeting, held on 17 January in Hong Kong, focused on recent amendments to Hong Kong’s governance regime designed to raise standards in a range of areas from directors’...
Cyber risk – are you a  weak link?

Cyber risk – are you a weak link?

It is essential for directors to set the tone from the top for a strong cyber risk management culture, but a recent Diligent survey indicates that, when it comes to digital security, their own practices often aren’t keeping pace. Directors guide the success of...
CSj March 2019 (pdf version)

CSj March 2019 (pdf version)

Green finance – Will it be a game changer? Click here or on the cover image below to view or download a pdf of the full...
Securing data in a new cyber reality

Securing data in a new cyber reality

Building and executing a cybersecurity strategy rooted in identity and data access governance, argues Harry Wang, Senior Manager, PricewaterhouseCoopers Consulting, will help companies devise effective means to protect data, detect threats and ultimately reduce the...
Governance and strategy

Governance and strategy

David Venus FCIS, International President, The Institute of Chartered Secretaries and Administrators (ICSA), discusses how the ICSA and the profession globally is re-aligning itself to reflect the new focus of the corporate secretary role on governance and strategy.  ...
Zero tolerance – Getting tough on sexual harassment

Zero tolerance – Getting tough on sexual harassment

Sexual harassment in the workplace is not harmless play but an offensive and unlawful act. Mohan Datwani FCIS FCS(PE), Senior Director and Head of Technical & Research of the Institute, and Member, Equal Opportunities Commission, highlights the need for...
Governance’s role in  future proofing  sustainability development

Governance’s role in future proofing sustainability development

Dr Glenn Frommer and Theodora Thunder, Principals, The Sustainability Partnership, offer advice on how governance can play a central role in shaping organisational sustainability. Using current corporate governance practices, we build supervisory systems that ensure...
Rising expectations / 任更重道更遠

Rising expectations / 任更重道更遠

Heightened expectations and liabilities for directors and senior executives working for companies in Hong Kong and Mainland China was the focus of the Institute’s latest Company Secretary/Board Secretary Roundtable meeting. The Institute holds five Company...
AML/CFT compliance update

AML/CFT compliance update

Company secretaries and governance professionals play an important role in maintaining best practice in anti–money laundering and counter-terrorist financing (AML/CFT) compliance. Mohan Datwani FCIS FCS(PE), Senior Director and Head of Technical & Research of the...
CSj March 2018 (pdf version)

CSj March 2018 (pdf version)

Data Security – A governance-based approach Click here or on the cover image below to view or download a pdf of the full...
Keeping Hong Kong ahead of the winding fintech curve

Keeping Hong Kong ahead of the winding fintech curve

Rapid technological advances are transforming international financial centres around the world. CSj looks at the challenge of disruption and opportunities to create new markets that will be the result of Hong Kong’s own fintech revolution. Given that financial...
How technology is changing the role of the corporate secretary

How technology is changing the role of the corporate secretary

Kirstin McCracken, Principal Associate/Consultant, Eversheds Hong Kong, looks at how new technological advances can be relied on to change the way that corporate secretaries more efficiently support their organisations, along with the challenges inherent in moving to...
Fintech –  a regulator's perspective

Fintech – a regulator's perspective

Bénédicte Nolens, Senior Director, Head of Risk & Strategy and Head of the Fintech Contact Point, Securities and Futures Commission (SFC), gives a regulator’s perspective on how technology is transforming the financial sector. In a recent article, Klaus...
Family legacy  and board dynamics – lessons from Tata

Family legacy and board dynamics – lessons from Tata

In the fallout from the very public fight for control of the Tata Group which ended with the ousting of its chair Cyrus Mistry in October last year, Dr Christine Chow, Associate Director, Hermes EOS, Hermes Investment Management, assesses some of the lessons that can...
A diverse career

A diverse career

The Chartered Secretarial qualification can lead to many different career paths. In this second interview in our ‘Career Paths’ series, Estella Ng Yi-kum ACIS ACS, Deputy Chairman, Executive Director, Chief Strategy Officer, Chief Financial Officer and Company...
CSj March 2017 (pdf version)

CSj March 2017 (pdf version)

Fintech in Hong Kong Click here or on the cover image below to view or download a pdf of the full...
The new Companies Ordinance: second anniversary review

The new Companies Ordinance: second anniversary review

It has been two years since the implementation of the new Companies Ordinance, Chapter 622 of the Laws of Hong Kong, on 3 March 2014. In this article, the Companies Registry reviews what the law has achieved for Hong Kong and highlights some of the more commonly...
A career considered

A career considered

At the end of last year, April Chan retired as Company Secretary of CLP Holdings. Her career took her to the top of the corporate secretarial profession as a former president of both the HKICS and the Corporate Secretaries International Association and as the company...
The Competition Ordinance – your questions answered

The Competition Ordinance – your questions answered

Since December 2015, businesses in Hong Kong have needed to ensure compliance with Hong Kong’s new Competition Ordinance. This month, the Competition Commission answers key questions about the Ordinance, the Commission’s enforcement priorities and how to...
Talking strategy

Talking strategy

CSj talks to the new HKICS President, Ivan Tam, about the way forward for the Institute and the profession in the years ahead. Thanks for giving us this interview. Could we start by discussing the strategic goals you will be working towards during your term as HKICS...
Concise and  precise: the art of taking minutes

Concise and precise: the art of taking minutes

This month we launch the first in a new series of articles looking at the practical skills and knowledge company secretaries need to acquire. Anthony Rogers GSB QC JP FCIS FCS, former Vice-President of the Court of Appeal of Hong Kong and a Senior Member of the HKICS,...
Company secretaries – know your duties

Company secretaries – know your duties

A recently concluded Market Misconduct Tribunal hearing highlighted the essential responsibilities and duties of company secretaries in Hong Kong. Mike Scales FCS FCIS, former Chairman of the Institute of Chartered Secretaries and Administrators in Hong Kong Ltd,...
CSj March 2016 (pdf version)

CSj March 2016 (pdf version)

The new Companies Ordinance – Business as usual? Click here or on the cover image below to view or download a pdf of the full...
Business review disclosure under the new Companies Ordinance

Business review disclosure under the new Companies Ordinance

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...
The new Companies Ordinance: one year on

The new Companies Ordinance: one year on

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...
Winning advice

Winning advice

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...
The compliance trap

The compliance trap

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...
The compliance trap – a response

The compliance trap – a response

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...
CSj March 2015 (pdf version)

CSj March 2015 (pdf version)

The new Companies Ordinance: one year on Click here or on the cover image below to view or download a pdf of the full...
Going scripless

Going scripless

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...
How did we get here, where are we going?

How did we get here, where are we going?

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...
The new Companies Ordinance: your guide

The new Companies Ordinance: your guide

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...
Deregulation  市場自由化

Deregulation 市場自由化

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...

Ask the Expert 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...
CSj March 2014 (pdf version)

CSj March 2014 (pdf version)

Going scripless – Farewell to paper share certificates? Click here or on the cover image below to view or download a pdf of the full...
Preparing for your AGM

Preparing for your AGM

Lucy Newcombe, Corporate Communications Director at Computershare, takes you through the key planning steps for AGMs to be held in Hong Kong and mainland China, and provides a look at best practice both locally and around the globe, focusing in particular on the...
A new conversation

A new conversation

Few would dispute the need for an ongoing and active dialogue between those investing in a business as owners, and those tasked with running it. However, ‘ongoing’ and ‘active’ do not always apply to the conversation companies have with their...
Public governance

Public governance

In the second and final part of his article on public governance, Gordon Jones FCIS FCS, author and Hong Kong’s former Registrar of Companies, turns his attention to the governance of not-for-profit entities and public bodies. Initially, the corporate governance...

Ask the Expert March 2013

Q: Can an issuer make changes to an e-prospectus during the offer period, and if so, does it have to revise and print the paper prospectus? Also, does the issuer have to suspend the offer pending the correction and what is the procedure for the suspension? Does an...
CSj March 2013 (pdf version)

CSj March 2013 (pdf version)

A new conversation – Rethinking shareholder engagement Click here or on the cover image below to view or download a pdf of the full...
Beast in the boardroom

Beast in the boardroom

Discreet tips for company secretaries on resolving boardroom conflicts. Directors like to think of themselves as entirely rational agents of the company’s interests and not at all subject to the emotional and cognitive biases that blight ordinary mortals. The...
Governance needs you

Governance needs you

The Stock Exchange’s latest revisions to the Corporate Governance Code and associated listing rules seek to ensure that company secretaries play an effective role in ensuring good corporate governance standards among Hong Kong’s listed companies. This...
Mentor or tormentor?

Mentor or tormentor?

The role of regulators in Hong Kong and the PRC The Institute’s latest China Corporate and Regulatory Update (CCRU) seminar, held in Shenzhen in January this year, demonstrated that regulators in the mainland and Hong Kong are increasingly keen to take up an...
How 'fair’ is fair value?

How 'fair’ is fair value?

Fair value accounting has come under a lot of criticism since the global financial crisis of 2008/ 2009 – how do you calculate the ‘fair’ value of an asset when no market exists for that asset? How accurate is an estimate of the ‘fair’ value likely to be...
The nationstate reborn

The nationstate reborn

Reports of the death of the nation-state, argues Dani Rodrik, Professor of International Political Economy at Harvard University, have been greatly exaggerated. One of our era’s foundational myths is that globalisation has condemned the nation-state to...
CSj March 2012 (pdf version)

CSj March 2012 (pdf version)

Beast in the boardroom – Boardroom disputes Click here or on the cover image below to view or download a pdf of the full...