Board evaluation – The outside view

Board evaluation – The outside view

Some boards are still reluctant to commission an externally-facilitated board evaluation. Based on his substantial experience with ICSA Board Evaluation, Simon Osborne FCIS, Chief Executive of the Institute of Chartered Secretaries and Administrators (ICSA), points...
Corporate governance in mainland China  中國公司治理發展

Corporate governance in mainland China 中國公司治理發展

CSj talks to one of mainland China’s most respected corporate governance experts, Professor Li Weian, President of Dongbei University of Finance and Economics, about what kind of corporate governance culture will emerge in mainland China in the years ahead With...
The 21st-century board – Recommendations on board effectiveness

The 21st-century board – Recommendations on board effectiveness

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 which, like...

Ask the Expert December 2012

Q: As an international company our executives are based in offices around the world. We are considering moving to an online board portal, but there are differences of opinion. How can I, as the company secretary, demonstrate the advantages for board members in terms...
CSj December 2012 (pdf version)

CSj December 2012 (pdf version)

Board evaluation – Asking the right questions. Click the cover image below to view or download a pdf of the full...
CGC 2012 review – A corporate governance dialogue

CGC 2012 review – A corporate governance dialogue

Over their 16-year history, the Institute’s corporate governance conferences have earned a reputation for generating unusually lively debates and this year’s forum was no exception. CSj looks at the conclusions of the Corporate Governance Conference (CGC)...
New horizons – The evolving role of the company secretary

New horizons – The evolving role of the company secretary

The Institute’s latest research report on the roles and responsibilities of company secretaries in Hong Kong’s listed companies, published last month, highlights the growing demands on, and opportunities for, company secretaries in Hong Kong and mainland...
Anti-corruption compliance: a global view

Anti-corruption compliance: a global view

Increasingly company secretaries in Hong Kong need to keep an eye on international developments in anti-corruption compliance. International initiatives in combating corruption, together with overseas anti-corruption legislation with an extraterritorial reach, have...
Regulators and compliance – be bold!

Regulators and compliance – be bold!

Preparing for the Financial Conduct Authority’s new style of supervision in the UK As a parent, I know the challenge of supervising teenagers, it can be a little intimidating, particularly when you are outnumbered. In the case of the newly emerging Financial...
21st-century board – Recommendations on board effectiveness

21st-century board – Recommendations on board effectiveness

The winning paper in this year’s Corporate Governance Paper Competition examines some of the common weaknesses that undermine board effectiveness, particularly those highlighted by the Enron case. In part two, to be published in next month’s CSj, the...

Ask the expert November 2012

Q: How can proxy solicitation help support corporate actions? A: The current ‘shareholder spring’ has caused issuers to sharpen their focus on the AGM/ EGM and ensure they have information on how their shareholders will vote and why. A proxy solicitor can...
CSj November 2012 (pdf version)

CSj November 2012 (pdf version)

CGC 2012 review – The rise of the company secretary. Click the cover image below to view or download a pdf of the full...
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 the cover image below to view or download a pdf of the full...
Borrower beware – The unwritten rules of legislative copying

Borrower beware – The unwritten rules of legislative copying

Drafting a law is a complex and costly business so the temptation to borrow, lock stock and barrel, from overseas precedents is great. The principle here, however, should be ‘borrower beware’ because the history of the diffusion of law is littered with...
The new Companies Ordinance – Getting a head-start

The new Companies Ordinance – Getting a head-start

This month CSj gives company secretaries a head-start in preparing for the new Companies Ordinance, gazetted last month, by highlighting the key areas where the new ordinance will impact company secretarial work in Hong Kong. Implementation of the new Companies...
Conference preview

Conference preview

Is the institution of the board of directors, which emanates from the 17th century, fit for purpose in today’s dynamic and complex business environment? A prominent line-up of speakers at the Institute’s eighth biennial corporate governance conference,...

A crisis of values?

Andrew Sheng, President of the Fung Global Institute and Chief Adviser to the China Banking Regulatory Commission, is one of Asia’s most respected commentators on global finance and corporate governance. As guest speaker at the HKICS’ latest Members’ Luncheon...
Real-time disclosure – Is Hong Kong ready?

Real-time disclosure – Is Hong Kong ready?

The Securities and Futures (Amendment) Ordinance, enacted earlier this year, requires listed companies to disclose price-sensitive information ‘as soon as reasonably practicable’ to the public. One rather significant ‘practical’ impediment to speedy...
A reminder

A reminder

Consistent with the objectives of The Hong Kong Institute of Chartered Secretaries, this communication is a reminder of some of the salient responsibilities and attributes of a company secretary of a private company incorporated in Hong Kong Residency qualification If...

Ask the expert September 2012

Q: What are Hong Kong Depositary Receipts and how are they different to normal listed securities? A: Hong Kong Depositary Receipts (HDRs) are securities that are listed and traded on the Stock Exchange of Hong Kong. HDRs offer an alternative mechanism for foreign...
CSj September 2012 (pdf version)

CSj September 2012 (pdf version)

Cut and paste? – The hazards of legislative borrowing. Click the cover image below to view or download a pdf of the full...
Shareholder spring? Looking back at the 2012 AGM season

Shareholder spring? Looking back at the 2012 AGM season

While the annual general meeting (AGM) season in Hong Kong coincides with springtime, did we see any evidence this year of the ‘shareholder spring’ – the backlash by shareholders on executive compensation and other corporate governance matters that has had a...
India: interview with a company secretary specialist

India: interview with a company secretary specialist

Company secretaries have a lot going for them in India. The local institute of company secretaries is a statutory body and has some 25,000 members and over 230,000 students. Moreover, by law all companies with a paid up capital over approximately US$500,000 must...
Join the cloud? Certainly, but do your due diligence first

Join the cloud? Certainly, but do your due diligence first

Cloud computing provides easy, scalable access to IT resources and services – it’s also much cheaper than building your own IT infrastructure – but before you sign up to ‘join the cloud’, Zoe Chan, Programme Director, HKU SPACE, suggests some of the issues...
Expense reduction

Expense reduction

There are many ways to reduce corporate expenditure without having to cut staff, argues Richard Wong, Principal, Ascent Partners As staff are generally a major corporate cost category, whenever there is a need to trim costs, the opportunity to find victims presents...

Ask the Expert August 2012

Q: We are considering migrating from a paper board pack to an online board portal, what practical issues do we need to consider in selecting an online service?   A: There are many considerations in addition to the more obvious security and support issues that you are...
CSj August 2012 (pdf version)

CSj August 2012 (pdf version)

Shareholder spring? – 2012 AGM season review. Click the cover image below to view or download a pdf of the full...
The rule is… think for yourself.  A new approach to compliance

The rule is… think for yourself.  A new approach to compliance

One of the central themes of this year’s Annual Corporate and Regulatory Update seminar was that compliance, particularly in a principles-based regulatory regime, cannot be a box ticking exercise – companies, and the company secretaries advising them, need to...
ACRU 2012 review

ACRU 2012 review

Will company secretaries be personally liable for breaches of Hong Kong’s new statutory requirements for the disclosure of price-sensitive information? How should company secretaries prepare themselves for the abolition of par value shares? The pace of...
Is integrated reporting achievable?

Is integrated reporting achievable?

It is essential that organisations get out of a compliance mindset and start to communicate their financial story in the most effective and transparent way. This, argues Geraldine Magarey FCA, Manager, Sustainability and Regional Australia, Institute of Chartered...
Handling a whistleblower tip-off  如何處理檢舉密告

Handling a whistleblower tip-off 如何處理檢舉密告

Much effort has gone into ensuring that companies have channels for whistleblowers to report corporate misdemeanours, but what do you do when you receive a whistleblower tip-off? Colum Bancroft, Managing Director, Kroll Advisory Solutions, indicates some of the things...

Ask the Expert July 2012

  Q: We are looking to allocate excess rights shares, what are the issues we should consider? A: Rights issues have received media coverage recently, particularly some shareholder practices designed to increase the number of excess rights shares allocated to them....
CSj July 2012 (pdf version)

CSj July 2012 (pdf version)

The rule is… think for yourself. Click the cover image below to view or download a pdf of the full...
A global profession

A global profession

Who are your global peers? This seemingly simple question is not as easy to answer as you might imagine. Corporate secretaries around the world don’t always carry the same job title or carry out the same duties. This month, CSj looks at the many faces of the global...
Russia: building a governance community

Russia: building a governance community

In this first article in our ‘Peer to Peer’ series, CSj talks to Alexander Kamensky, corporate secretary of one of the largest power companies in Russia, about the way corporate secretaries in Russia, in the absence of a dedicated professional body, are building...
Is Hong Kong serious about corporate governance reform?

Is Hong Kong serious about corporate governance reform?

Hong Kong has the potential to be a world leader in corporate governance, believes Gordon Jones FCIS FCS, Hong Kong’s former Registrar of Companies, but it will not realise this potential if it continues to allow vested interests to obstruct the corporate...
ESG – why now?

ESG – why now?

Arguments against companies addressing their environmental and social responsibilities have been soundly trounced, argues Josh Dowse, Principal, Dowse CSP, not so much by moral imperatives, but by the business case for engagement with environmental, social and...
Shareholder disputes

Shareholder disputes

Wilfred Wu, Principal, Specialist Advisory Services, BDO, suggests some simple and practical ways to mitigate or resolve shareholder disputes Disputes are an unavoidable fact of human life. People will often disagree with one another because of different opinions or...
Shanghai International Board  上海國際板

Shanghai International Board 上海國際板

The launch of an international board on the Shanghai Stock Exchange, originally slated for 2010, has been delayed again. While there is no official timeline for its introduction, it is the centerpiece of China’s plans to turn Shanghai into a global financial...
CSj June 2012 (pdf version)

CSj June 2012 (pdf version)

Global profession – Who are your global peers? Click the cover image below to view or download a pdf of the full...
In search of a balanced board – The case for diversity

In search of a balanced board – The case for diversity

Many female readers of this journal will no doubt have had the experience of being the only woman present at board meetings. How would they pitch to their male colleagues the need for better board diversity? CSj outlines a fictional company secretary’s defence...
Keeping in touch – Linking companies and their owners

Keeping in touch – Linking companies and their owners

This month’s interviewee – Naz Sarkar ACIS, the regional CEO for the UK, the Channel Islands, Ireland and Africa at Computershare Investor Services PLC – discusses the way that Chartered Secretaries involved in the share registration business can help develop...
China 2030

China 2030

China 2030: building a modern, harmonious and creative high-income society, published by the World Bank in collaboration with China’s Ministry of Finance (MOF) and the Development Research Center of the State Council (DRC), assesses China’s medium-term...
China's politics of the economically possible

China's politics of the economically possible

The World Bank’s China 2030 report recommends, among other things, that China should eliminate privileges for state-owned enterprises, increase spending on social services and open its budget to public scrutiny. Sound advice, argues Minxin Pei, Professor of...
Contract management – avoiding the horror stories

Contract management – avoiding the horror stories

There are many stories about doing business in mainland China – some exceptionally successful, others diabolical failures. Matthew McKee, Solicitor, Argyle Lawyers Pty Ltd, argues that what makes these disaster stories worse is that they are usually easily avoidable....
Arbitration in China  中國的仲裁機制

Arbitration in China 中國的仲裁機制

New rules issued by the China International Economic Trade Arbitration Commission should improve its standing as an international player in dispute resolution and arbitration proceedings Revised arbitration rules for the China International Economic Trade Arbitration...
CSj May 2012 (pdf version)

CSj May 2012 (pdf version)

In search of a balanced board. Click the cover image below to view or download a pdf of the full...
No more paperwork? E-incorporation one year on

No more paperwork? E-incorporation one year on

Electronic incorporation has some obvious advantages over paperbased incorporation – it’s faster, more efficient and the whole process can be conducted from the serenity of your own laptop anywhere in the world, 24/ 7. So why, a year on from the Companies...
From concertos to compliance

From concertos to compliance

The new HKICS president, Edith Shih, is as comfortable singing operatic arias as she is discussing the latest issues confronting the Chartered Secretarial profession. In interview with CSj, she discusses her aspirations as president and recounts how a career in music...
Crossing Lo Wu Bridge

Crossing Lo Wu Bridge

There is only one way to really understand the PRC business environment and that is to live and work in mainland China. Zoe Chan So Yuen, Law Programme Director, HKU SPACE, looks at an increasingly popular option for gaining work experience in the PRC – secondment. A...
CSj April 2012 (pdf version)

CSj April 2012 (pdf version)

No more paperwork? – E-incorporation one year on. Click 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 the cover image below to view or download a pdf of the full...