Know your Institute: Talking strategy

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...
Know your Institute: the road ahead

Know your Institute: the road ahead

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...
Competition compliance: in search of legal certainty

Competition compliance: in search of legal certainty

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...
The long arm of US law: implications for Hong Kong companies

The long arm of US law: implications for Hong Kong companies

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...
Changing rules, changing roles – managing it all

Changing rules, changing roles – managing it all

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...
Cybersecurity and the evolving role of boards

Cybersecurity and the evolving role of boards

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...

Ask the Expert 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...
Rethinking independent non-executive directors

Rethinking independent non-executive directors

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...

Know your Institute: Mainland China

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...
AGM season review 2014

AGM season review 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;...
Your questions answered

Your questions answered

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...
Disclosure of bilingual names: a legal update

Disclosure of bilingual names: a legal update

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...

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

CSj November 2014 (pdf version)

A special relationship? – Independent directors and the company secretary. Click 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 the cover image below to view or download a pdf of the full...
The new Companies Ordinance: issues relating to directors

The new Companies Ordinance: issues relating to directors

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...
Market mentor

Market mentor

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...
The new Companies Ordinance

The new Companies Ordinance

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...
CSj September 2014 (pdf version)

CSj September 2014 (pdf version)

Corporate Governance Conference 2014 – Special edition. Click the cover image below to view or download a pdf of the full...
Compliance update

Compliance update

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...
On the level

On the level

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...
CGC 2014: join the debate

CGC 2014: join the debate

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...
Corporate rescue in Hong Kong: time for change

Corporate rescue in Hong Kong: time for change

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...
Shadow companies: new CFI judgments

Shadow companies: new CFI judgments

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...

Ask the Expert

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...
CSj August 2014 (pdf version)

CSj August 2014 (pdf version)

Compliance update – Your guide to the new regulatory environment. Click the cover image below to view or download a pdf of the full...
Building a compliance culture

Building a compliance culture

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...
A changing landscape

A changing landscape

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...
Forging a global profession

Forging a global profession

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...
Know your Institute: the meaning of professionalism

Know your Institute: the meaning of professionalism

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...
Preparing for the new competition law

Preparing for the new competition law

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...
CSj July 2014 (pdf version)

CSj July 2014 (pdf version)

Building a compliance culture – ACRU 2014 review. Click the cover image below to view or download a pdf of the full...
The ESG challenge

The ESG challenge

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...
Forging a global profession

Forging a global profession

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....
Privacy and data protection: from compliance to accountability

Privacy and data protection: from compliance to accountability

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...
Open-ended fund companies

Open-ended fund companies

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...
中國報導 / 上市公司独立董事履职情况报告 摘要 (下)

中國報導 / 上市公司独立董事履职情况报告 摘要 (下)

《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...

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

CSj June 2014 (pdf version)

The ESG challenge – How to prepare a business review. Click the cover image below to view or download a pdf of the full...
Know your Institute: a bird's eye view

Know your Institute: a bird's eye view

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...
Team effort

Team effort

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...
The new Companies Ordinance: your guide

The new Companies Ordinance: your guide

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...
上市公司独立董事履职情况报告

上市公司独立董事履职情况报告

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...
Time to review your agency workforce in China

Time to review your agency workforce in China

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...

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

CSj May 2014 (pdf version)

Know your Institute – A bird’s eye view. Click the cover image below to view or download a pdf of the full...
A confusion of hats?

A confusion of hats?

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...
Rewriting Hong Kong's companies law

Rewriting Hong Kong's companies law

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...
The new Companies Ordinance: your guide

The new Companies Ordinance: your guide

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...
Fraud indicators for company secretaries

Fraud indicators for company secretaries

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...
Board diversity

Board diversity

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...

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

CSj April 2014 (pdf version)

A confusion of hats? – Conflicts of interest and conflicts of roles. Click 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 the cover image below to view or download a pdf of the full...
Global compliance

Global compliance

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...
The new Companies Ordinance: are you ready?

The new Companies Ordinance: are you ready?

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...
Trends in sustainability disclosure

Trends in sustainability disclosure

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...

Ask the Expert 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...
The new Companies Ordinance: are you ready?

The new Companies Ordinance: are you ready?

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...
The new Companies Ordinance: your questions answered

The new Companies Ordinance: your questions answered

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...
The road north / 專業服務北上之路

The road north / 專業服務北上之路

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...
The Alibaba decision: the implications for Hong Kong

The Alibaba decision: the implications for Hong Kong

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...
Does more disclosure mean better governance?

Does more disclosure mean better governance?

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...

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

CSj January 2014 (pdf version)

The new Companies Ordinance – Are you ready? Click the cover image below to view or download a pdf of the full...