Connected transaction practices of dual-listed companies

Connected transaction practices of dual-listed companies

Dr Gao Wei FCG HKFCG(PE), Institute Vice-President, offers recommendations for companies listed in Hong Kong and the Mainland on the governance of connected transactions. Connected transactions refers to transactions between a company or its subsidiaries and the...
两地上市公司的关联交易合规策略

两地上市公司的关联交易合规策略

香港公司治理公会副会长高伟博士 FCG HKFCG(PE)撰文解釋关联交易在香港、内地的法律规则,并向公司治理专业人士分享披露关联交易的最佳作法。 关联交易是指公司或是其附属公司与在本公司直接或间接占有权益、存在利害关系的关联方之间所进行的交易,在公司经营中是一个极为重要的法律概念,涉及到财务监督、信息披露、少数股东权益保护等一系列问题。关联交易是利益输送的工具,各国的法律、上市规则、会计准则都对关联交易监管的各个方面做出了详细的规定。...
Bridging Hong Kong and the Mainland

Bridging Hong Kong and the Mainland

Two Hong Kong members share their work experience in the Mainland, their views on corporate governance practice and the career prospects of Hong Kong professionals working in the Mainland. Angel Sze FCG HKFCG, Company Secretary, Fosun International Ltd Fosun was...
成为两地之间的桥梁

成为两地之间的桥梁

两名香港会员分享他们在内地的工作经验,对公司治理实践以及在内地工作的香港专业人士的职业前景的看法。 史美明女士 FCG HKFCG,复星国际有限公司公司秘书 复星创立于1992年,是一家创新驱动、全球运营的家庭消费产业集团。2007 年,复星国际在香港联交所主板上市(股份代号:00656)。 史女士于 2007...
Better governance and the board secretary role

Better governance and the board secretary role

Three senior board secretaries share their views on the role of board secretaries, the challenges of governance practices, and the prospects of governance professionals in the Mainland. Ma Jinru FCG HKFCG, Deputy General Manager, Board Secretary and Company Secretary,...
更好的公司治理和董秘角色

更好的公司治理和董秘角色

三位资深董事会秘书就董秘的角色、公司治理实务的挑战与治理专业人士在内地的发展前景分享了他们的观点。 马金儒女士 FCG HKFCG,金风科技股份有限公司副总经理、董事会秘书、公司秘书 金风科技股份有限公司(金风科技)是一家以风力发电机系统设计与製造为主的可再生能源公司,在深圳证券交易所 (股票代码:002202)和香港交易所上市(股票代码: 2208),并经营风力发电厂投资、开发,以及风力发电等相关服务。马女士于 2010 年加入金风科技,担任副总经理、董事会秘书、公司秘书,共同完成了公司的香港上市以及配股等过程。...
CGj October 2023 (pdf version)

CGj October 2023 (pdf version)

Building bridges – Mainland edition 2023 Click here or on the cover image below to view or download a pdf of the full...
What’s next in ESG reporting?

What’s next in ESG reporting?

Ellie Pang FCG HKFCG(PE), Institute Chief Executive, highlights the major changes ongoing in Hong Kong’s regulatory requirements relating to ESG and climate-related disclosures. ESG and climate change-related issues have become an unavoidable risk and responsibility...
Rising to the challenge, dedicating to the future

Rising to the challenge, dedicating to the future

Kenneth Jiang FCG HKFCG(PE), Chief Representative of the Institute’s Beijing Representative Office, reviews the work of the Institute in the Mainland in fiscal 2021/2022. The Institute has shown great resilience in the face of the nearly two-year-long pandemic that...
ESG challenges – A board secretary perspective

ESG challenges – A board secretary perspective

Three board secretaries share their experiences and views on achieving carbon reduction targets, green supply chain management and addressing climate change. Sui Li, Board Secretary, Guangzhou Automobile Group Co Ltd Guangzhou Automobile Group Co Ltd (GAC Group) is...
Sustainability management in the wind power business

Sustainability management in the wind power business

The sustainable development of a wind power company benefits not only its business, but also drives and facilitates the development of the entire industry chain and the community. Ma Jinru FCG HKFCG, Vice-President and Board Secretary, Xinjiang Goldwind Science &...
CGj October 2022 (pdf version)

CGj October 2022 (pdf version)

Climate Reporting – Mainland edition 2022 Click here or on the cover image below to view or download a pdf of the full...
The coming climate storm: are you prepared?

The coming climate storm: are you prepared?

Climate change mitigation and adaptation are issues as relevant to businesses as they are to governments. CSj takes a look at what governance professionals can do to help businesses address the coming climate storm. The climate ‘storm’ of this article’s title may not...
Date with destiny – A macro view of decarbonisation

Date with destiny – A macro view of decarbonisation

Achieving the level of decarbonisation needed to avert significant climate change risks, says Christine Loh SBS, OBE, JP, Chief Development Strategist, Institute for the Environment, The Hong Kong University of Science and Technology, will require an all-hands-on-deck...
Strategic stakeholder engagement

Strategic stakeholder engagement

Theodora Thunder, Managing Director, Streeter Strategic Ltd, demonstrates the ways in which strategic stakeholder engagement provides a means for organisations to stay in touch with the rapidly changing ecosystem in which they operate in the post-Covid world. The...
A test of mosaic theory in Hong Kong

A test of mosaic theory in Hong Kong

Donald Lai ACG ACS, Solicitor, CPA, reviews the first unsuccessful attempt to apply the ‘mosaic theory’ defence in an insider dealing case in Hong Kong. The decision of the Market Misconduct Tribunal (MMT) in the insider dealing case relating to Meadville Holdings Ltd...
CSj October 2021 (pdf version)

CSj October 2021 (pdf version)

Climate Storm – Are you prepared? Click here or on the cover image below to view or download a pdf of the full edition....
Careers in Governance – Neil McNamara FCIS FCS

Careers in Governance – Neil McNamara FCIS FCS

What is your role as a governance professional? ‘Currently I am working as the Corporate Secretary of Livi Bank Ltd, one of Hong Kong’s new digital banks awarded its licence by the Hong Kong Monetary Authority in 2019. I joined in February 2020. I am helping to...
Overcoming hard times

Overcoming hard times

Kenneth Jiang FCIS FCS(PE), Chief Representative of the Institute’s Beijing Representative Office, gives an update on the work of the Institute in the Mainland in fiscal 2020. Fiscal 2020 has been an extraordinary year for The Hong Kong Institute of Chartered...
Cross-border compliance

Cross-border compliance

Dr Gao Wei FCIS FCS(PE), Vice-President, The Hong Kong Institute of Chartered Secretaries, reviews the Institute’s work promoting good governance and facilitating cross-border compliance in Hong Kong and the Mainland. As a leading international corporate governance...
October 2020 (pdf version)

October 2020 (pdf version)

Special Mainland edition Click here or on the cover image below to view or download a pdf of the full...
Open-ended fund companies – Keep the faith

Open-ended fund companies – Keep the faith

Penelope Shen, Partner, Kwok Yih & Chan, and Stephen Wong, Director of Fund Administration, Amicorp Hong Kong Ltd, shed light on open-ended fund companies and ask us to keep the faith with this new regime. Over a year has passed since Hong Kong introduced the...
Preparing for the Companies Registry AML/CFT Review

Preparing for the Companies Registry AML/CFT Review

Martin Lim, Founder and Director, Ingenique Solutions, provides practical guidelines for implementing internal policies, procedures and controls for anti–money laundering and counter–financing of terrorism compliance, and offers a checklist for busy trust and company...
Non-executive  director duties

Non-executive director duties

Elaine Chen, Partner, Clifford Chance, discusses a recent Hong Kong Court reminder to non-executive directors regarding their duty to enquire and investigate in the face of red flags. The recent Hong Kong judgment of Moulin Global Eyecare Holdings Ltd (in liquidation)...
CSj October 2019 (pdf version)

CSj October 2019 (pdf version)

State of governance – the vital signs Click here or on the cover image below to view or download a pdf of the full...
Governance – the new deal

Governance – the new deal

The Institute’s latest Corporate Governance Conference, held at the JW Marriott Hong Kong on 14 September 2018, explored the need for a new governance model for a changed world. ‘Nothing,’ as the Keynote Speaker at the Institute’s latest Corporate Governance...
Pioneers of change

Pioneers of change

The Institute’s latest Corporate Governance Conference highlighted the ways in which governance professionals can help future-proof the organisations they work for. The first part of our CGC 2018 review looked at how the context within which businesses operate has...
Feeding  the right wolf

Feeding the right wolf

David Simmonds FCIS FCS, Group General Counsel, Chief Administrative Officer & Company Secretary, CLP Holdings Ltd, looks at the role of governance and governance professionals in keeping business sustainable in the uncertain future. Could we start with some...
ESG management – where was the board?

ESG management – where was the board?

Tony Wong, Founder, and Regina Tai, Consultant, Alaya Consulting, present the results of their latest annual research report on the ESG disclosure practices of Hong Kong listed companies. Fund investments in companies with improving performance on environmental,...
Due diligence – how much is enough?

Due diligence – how much is enough?

The Companies Registry responds to queries raised by members of The Hong Kong Institute of Chartered Secretaries relating to the extent of due diligence required for compliance with Hong Kong’s new anti-money laundering and counter-financing of terrorism (AML/CFT)...
CSj October 2018 (pdf version)

CSj October 2018 (pdf version)

Pioneers of change – CGC 2018 special edition Click here or on the cover image below to view or download a pdf of the full...
Not for profit: a company secretary perspective

Not for profit: a company secretary perspective

The not-for-profit sector offers a rewarding and increasingly popular career stream for Chartered Secretaries. This month, CSj talks to company secretaries about the rewards and the challenges of working in this sector. In the context of the limited resources...
Pruning the corporate tree in China

Pruning the corporate tree in China

China has always been a challenging place to do business, and this is just as true for the process of rightsizing operations as it is for building a presence in the market. Brent Carlson, Director, Hong Kong, AlixPartners, offers guidance for companies looking to cull...
How sustainable buildings can contribute to the bottom line

How sustainable buildings can contribute to the bottom line

ESG reporting provides transparency on energy use. However, the question remains: how can companies use this information to manage their business and contribute to their success? Anne Jacobs, Senior Expert, Sustainable Construction, BASF, looks at how Chartered...
The future of KYC:  Hong Kong at a crossroads

The future of KYC: Hong Kong at a crossroads

Edmund Lowell, Founder, KYC Chain Ltd, argues that the solution to Hong Kongs current know your customer (KYC) compliance woes is distributed ledger technology and customer-owned digital identity. No one living in Hong Kong could be in any doubt that the methods...
CSj October 2017 (pdf version)

CSj October 2017 (pdf version)

Not for profit: A company secretary perspective Click here or on the cover image below to view or download a pdf of the full...
Chairman's review

Chairman's review

Concluding the HKICS Corporate Governance Conference 2016, Event Chair Peter Greenwood FCIS FCS, made an impassioned plea to the younger people in the audience to have confidence in their abilities to bring about positive change. This has been the Institute’s...
Corporate governance  in Hong Kong –  an evolving story

Corporate governance in Hong Kong – an evolving story

In his keynote address on day one of the HKICS Corporate Governance Conference 2016, Professor KC Chan, Secretary for Financial Services and the Treasury, traced the evolution of Hong Kong’s corporate governance system. I am delighted to join you all today at...
The road ahead

The road ahead

In his keynote address on day two of the HKICS Corporate Governance Conference 2016, Anthony Neoh FCIS FCS, Senior Counsel and Former Chief Adviser to the China Securities Regulatory Commission, looks at three trends that boards cannot afford to ignore in the emerging...
Conference conclusions part one

Conference conclusions part one

External investors and stakeholder groups have become much more active players in the corporate governance arena in Hong Kong over last decade, but they are sometimes treated with suspicion by governance players within companies. The HKICS Corporate Governance...
Conference conclusions part two

Conference conclusions part two

CSj looks at the key conference conclusions relating to shareholders, stakeholders and the latest corporate governance issues facing Mainland China. Part one of this review focused on the governance players internal to the company – directors and managers, but one of...
A passive investor's guide to active engagement

A passive investor's guide to active engagement

CSj talks to Pru Bennett, Head of BlackRock Investment Stewardship for Asia Pacific and a speaker at the HKICS CGC 2016, about her approach to engaging with investee companies in Hong Kong and the region. Could we start by talking about your background and your role...
CSJ October 2016 (pdf version)

CSJ October 2016 (pdf version)

Corporate Governance Conference 2016 – Review   Click here or on the cover image below to view or download a pdf of the full...
Integrated reporting – the DIY approach

Integrated reporting – the DIY approach

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....
Integrated reporting – is it time to make the leap?

Integrated reporting – is it time to make the leap?

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,...
The making of a company secretary

The making of a company secretary

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....
Risk management: a call to action

Risk management: a call to action

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...
Speaking up and speaking out

Speaking up and speaking out

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,...
AMLO draws first blood

AMLO draws first blood

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....
Volkswagen:  requiem for a dream?

Volkswagen: requiem for a dream?

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...
CSj October 2015 (pdf version)

CSj October 2015 (pdf version)

Integrated reporting – The DIY approach Click here or on the cover image below to view or download a pdf of the full...
Asking difficult questions: CGC 2014 review

Asking difficult questions: CGC 2014 review

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...
Know your Institute: fostering talent

Know your Institute: fostering talent

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...
Inside information disclosure

Inside information disclosure

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...

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

CSj October 2014 (pdf version)

Asking difficult questions – CGC 2014 review. Click here or on the cover image below to view or download a pdf of the full...
CSj October 2013 (pdf version)

CSj October 2013 (pdf version)

Inside information – When and what to disclose Click here or on the cover image below to view or download a pdf of the full...
Corporate governance – A global perspective

Corporate governance – A global perspective

Few people have had a career as varied and itinerant as economist and corporate governance consultant Dr Grant Kirkpatrick. In interview with CSj, he shares some of the experience he has gained while rescuing banks in Japan, helping to launch a market economy from...
Reforming the MPF

Reforming the MPF

In a presentation to HKICS members last month, Anna Wu, Chairman, Mandatory Provident Fund Schemes Authority, discussed her wish list for reforms to Hong Kong’s MPF system. Since its creation in 2000, Hong Kong’s Mandatory Provident Fund (MPF) pension...
China's new growth order 中国需要新 的增长秩序

China's new growth order 中国需要新 的增长秩序

China is searching for a new growth order for its restlessly expanding cities, suggest Andrew Sheng and Xiao Geng of the Fung Global Institute. Between 1978 and 2012, China’s GDP grew at an average annual rate of about 10% – from US$341 billion to US$8.3...
New IPO sponsor regulatory regime

New IPO sponsor regulatory regime

From the beginning of this month (1 October 2013), all listing applications will need to comply with Hong Kong’s new IPO sponsor regulatory regime. Law firm Mayer Brown JSM discusses seven major changes under the new sponsor regime and gives practical tips on...
The 21st-century board – A company secretary's perspective

The 21st-century board – A company secretary's perspective

This month the Institute’s eighth biennial Corporate Governance Conference (CGC) will ask whether the institution of the board of directors, inherited from the 17th century, is fit for purpose in today’s business environment. CSj looks at the evolution of...
Board structure – The case for diversity

Board structure – The case for diversity

For decades the debate over the relative merits of the onetier versus the two-tier board structure has raged in academic papers, seminars, conferences and, yes, in boardrooms themselves. What is the answer to this dilemma? Corporate governance expert Dr YRK Reddy, who...
True purpose trumps false trading

True purpose trumps false trading

Hong Kong’s Court of Final Appeal (CFA) has allowed the appeals of two traders, quashing their convictions for creating a false or misleading appearance of active trading contrary to the market misconduct provisions of the Securities and Futures Ordinance (SFO),...
CSj October 2012 (pdf version)

CSj October 2012 (pdf version)

CGC 2012 Special edition – Can a 17th century institution run a 21st century company? Click here or on the cover image below to view or download a pdf of the full...