Getting ready for the Competition Ordinance

Getting ready for the Competition Ordinance

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...
Connected transaction rules in plain language

Connected transaction rules in plain language

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....
Addressing climate change in Hong Kong

Addressing climate change in Hong Kong

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...
Too big to fail

Too big to fail

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...
Risk management and corporate governance

Risk management and corporate governance

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...
Inspection of documents by shareholders

Inspection of documents by shareholders

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...
2015 AGM season review

2015 AGM season review

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...
Succession planning

Succession planning

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,...
An independent Insurance Authority for Hong Kong

An independent Insurance Authority for Hong Kong

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...
Getting ready for ESG

Getting ready for ESG

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...
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 the cover image below to view or download a pdf of the full...
Charities governance

Charities governance

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...
The charity doctor

The charity doctor

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,...
ESG reporting: preparing for the new regime

ESG reporting: preparing for the new regime

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...
Contracts (Rights of Third Parties) Ordinance

Contracts (Rights of Third Parties) Ordinance

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,...
Internal whistleblowing: how to get it right

Internal whistleblowing: how to get it right

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...
The value of good communication

The value of good communication

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),...
Weighted voting rights

Weighted voting rights

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...
China's live stress test

China's live stress test

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...
CSj August 2015 (pdf version)

CSj August 2015 (pdf version)

Internal whistleblowing – How to get it right. Click the cover image below to view or download a pdf of the full...
Why disclosure matters – ACRU 2015 review part one

Why disclosure matters – ACRU 2015 review part one

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...
Compliance update – ACRU 2015 review part two

Compliance update – ACRU 2015 review part two

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...
Shared capitalism?

Shared capitalism?

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...
Engaging with human rights

Engaging with human rights

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...
Competition Ordinance: final preparations

Competition Ordinance: final preparations

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...
Cross-border supervision: new SFC proposals

Cross-border supervision: new SFC proposals

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...
CSJ July 2015 (pdf version)

CSJ July 2015 (pdf version)

Question Time – ACRU 2015 review. Click the cover image below to view or download a pdf of the full...
Responsible ownership: Hong Kong in the global context

Responsible ownership: Hong Kong in the global context

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...
Shareholder engagement and the corporate secretary

Shareholder engagement and the corporate secretary

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...
Carbon accounting and reporting in Hong Kong

Carbon accounting and reporting in Hong Kong

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)...
An Earth Year

An Earth Year

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...
Disclosure of inside information – an update

Disclosure of inside information – an update

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...
Domain name disputes: does arbitration work?

Domain name disputes: does arbitration work?

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...

Ask the Expert 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...
CSj June 2015 (pdf version)

CSj June 2015 (pdf version)

Shareholder engagement – The company secretary role. Click the cover image below to view or download a pdf of the full...
Governance and family companies

Governance and family companies

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...
The rise of the renminbi – China's globalising journey

The rise of the renminbi – China's globalising journey

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...
How to avoid issuing clarification announcements

How to avoid issuing clarification announcements

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...
China's draft unified Foreign Investment Law

China's draft unified Foreign Investment Law

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...
Winding up a listed company by the SFC

Winding up a listed company by the SFC

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...

Ask the Expert 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,...
CSj May 2015 (pdf version)

CSj May 2015 (pdf version)

Family companies – Governance models? Click the cover image below to view or download a pdf of the full...
Risk awareness starts with the board

Risk awareness starts with the board

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...

Where were the investors?

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...
The governance brand

The governance brand

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...
Jail term for  breach of the PDPO

Jail term for breach of the PDPO

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...
Get ahead of cybercrime  网络犯罪,未雨绸缪

Get ahead of cybercrime 网络犯罪,未雨绸缪

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....
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 the cover image below to view or download a pdf of the full...
Preparing for the Competition Ordinance

Preparing for the Competition Ordinance

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...
Antitrust compliance comes of age

Antitrust compliance comes of age

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...
Dawn raids in Hong Kong

Dawn raids in Hong Kong

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...
Talking strategy

Talking strategy

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...
Attaining the truly paperless boardroom

Attaining the truly paperless boardroom

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...
When is it reasonable to suspect money laundering?

When is it reasonable to suspect money laundering?

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...

Ask the Expert February 2015 #1

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:...

Ask the Expert February 2015 #2

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...
New horizons

New horizons

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...
Should Hong Kong permit weighted voting rights?

Should Hong Kong permit weighted voting rights?

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...
Speaking out

Speaking out

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

Changing rules, changing roles – managing it all

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...