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Corporate Governance in Hong Kong
1. Background
Hong Kong’s position as an international economic and financial center is attributed
to its exemplary corporate governance. With Hong Kong’s various authorities and
regulatory bodies emphasizing on transparency and accountability for listed
companies, Hong Kong was ranked first for corporate governance among 11 Asian
countries in 2007. (Refer to Appendix 1)
The Stock Exchange of Hong Kong (SEHK) describes corporate governance as the
“duties, functions and power of the board of directors as a whole and executives and
non-executive directors individually”. These binding responsibilities include the
fulfillment of their legal obligations towards the company and its shareholders, the
proper conduct of their functions in relation to the company’s business assets,
abiding by standards of best practice and ethics as well as accepting responsibility
for their actions.
2. Alternative Labels
The common label applied by most Hong Kong companies is Corporate Governance.
However, some companies prefer alternative descriptors such as Corporate Risk
Management or Enterprise Governance.
3. Introduction of Corporate Governance in Hong Kong
3.1 History of Corporate Governance
The history of corporate governance in Hong Kong dates back to the 1700s and the
South Sea Bubble episode, where there were fundamental changes in business laws
and practices in England. The need to access financial resources and seek economic
and social progress has brought corporate governance into greater prominence.
As a former British dependent territory, Hong Kong has its regulatory system based
on English common law, but its business practices and corporate governance carry
both Asian and UK influences. The family ownership structure that prevails in Hong
Kong signifies the strong influence of dominant shareholders and a limited voice for
minority shareholders. SEHK published its own Code of Best Practice in 1993 to
enshrine good corporate governance practice. In addition, many improvements have
been made at a macro level since the Asian Financial Crisis in 1997. Corporate
governance is increasingly emphasized by government authorities, regulators and
NGOs; there is a clear intent to adopt governance standards at the highest level.
The following illustrates the typical family business in Hong Kong. The first priority in
the family business will be given to the immediate family members, then related
parties in business and finally, other shareholders.
Figure 1: Priority (“Concentric rings”) in the family business in Hong Kong
Source: Ferdinand A.Gul and Judy S.L.Tsui , The Governance of East Asian
Corporations-post Asian Financial Crisis
3.2 Nature of Corporate Governance
3.2 Corporate Governance Index in Hong Kong
Corporate Governance Index is an objective benchmark for regulators to distinguish
varying corporate governance standards of different companies. The criteria are
based on internationally accepted principles of fairness, transparency, accountability,
and responsibility in corporate governance. Its qualitative measurement is
differentiated from quantitative data and provides investors with better consolidated
and more comprehensive analysis of the companies’ profile. Regulators currently
recommend that the score should be reviewed regularly and Hong Kong CGI should
be charged by HKEx or any independent commercial entity.
Source: Hon. Laura M. Cha, member of Exective Council, HKSAR Government, The
case for a Corporate Governance Index for Hong Kong. Retrieved from
http://www.hkbu.edu.hk/~apcgc/ms-laura.php
4. Influences on Corporate Governance
Quoting from the Manager of CLP Holdings Limited, Mrs. Chan, “Corporate
governance is a process of continuous improvement”. In shaping the corporate
governance efforts, Hong Kong has taken into account its unique blend of Western
and Asian cultures.
4.1 Western Influence
Until 1997, Hong Kong was colonized by the British and thus, the Western Culture
predominantly exists in Hong Kong. As a former British dependent territory, Hong
Kong has its regulatory system based on English common law.
Hong Kong complies with The Companies Ordinance (Cap 32), originally derived
from the United Kingdom Companies Act 1948. This provides the basic regulatory
infrastructure, addressing corporate governance issues for all companies.
The Committee on the Financial Aspects of Corporate Governance was set up in
May 1991 by the Financial Reporting Council and London Stock Exchange to
address the financial aspects of corporate governance in the United Kingdom. It
produced the Code of Best Practice in UK, which was adopted by SEHK in 1993.
The Committee also came up with the Cadbury Report in 1992, which provided a
basis for Hong Kong to adopt certain recommendations regarding the Board of
Directors. For instance: A mixture of executive and non-executive directors on board;
seeking of separate professional advice by independent directors; and regular board
meetings.
However, some recommendations of the Committee have not been adopted by Hong
Kong. For instance, large companies in Hong Kong are not required to separate the
roles of CEO and Chairman. This is hard to practise due to the family-dominated
business characteristic.
4.2 Asian Influence
As prevalent in East Asian countries, most listed companies in Hong Kong are family-
controlled, resulting in minority shareholders being placed at a disadvantage.
To protect the interests of minority shareholders, SEHK implemented the Listing
Rules to strengthen the practice of corporate governance in listed companies.
According to the rules, at least three nonexecutive directors must sit on the board of
a company to ensure its independence. This minimizes the influence of majority
shareholders in family-dominated companies.
In addition, family-dominated banks face the problem of reckless lending to
connected parties. To minimize such lending, the power to regulate bank ownership
structure was strengthened and restrictions on connected lending were implemented
under the Banking Ordinance in 19863.
In its efforts to develop the “Code on Corporate Governance Practices”, SEHK takes
into account the culture and history of a market. Since there is no single set of
universal code that fits all economies, it is imperative that the code is market-oriented
and adapts to the culture of Hong Kong.
5. Company Law
In Hong Kong, the duties and obligations on Directors and Officers are covered
primarily by three sets of ordinances and rules:
1) Hong Kong Listing Rules
2) Securities and Futures Ordinance (“SFO”)
3) Companies Ordinance
5.1 Hong Kong Listing Rules
On March 31 2004, significant changes were made to the Hong Kong Listing Rules.
This includes the updating of entry requirements for listing applicants and listed
companies, as well as increasing guidance and requirements on directors and their
independence. For instance, a listed company must have at least three independent
directors. Disclosure of accounting matters must be qualitative and quantitative.
5.2 Securities and Future Ordinance (“SFO”)
The Securities and Futures Ordinance (SFO) was introduced on 1 April 2003 for
listed companies in Hong Kong. It enforced a new licensing regime which makes
insider dealing a criminal offence. Besides, it introduced detailed provisions on
securities misconduct and more extensive disclosure requirements. Under the SFO,
dual filing of listing documents and various types of corporate communications with
both HKEx and SFC is also required. This enables the SFC to investigate and
prosecute deliberate or reckless misstatements.
5.3 Companies Ordinance
The Companies Ordinance came up with various changes dealing with issues such
as the regulation of foreign companies, prospectus liability and enhancement of
shareholders’ remedies.
5.3.1 Shareholders’ rights
5.3.1.1 Right to call meetings and propose resolutions
Members of a Hong Kong company holding more than 5% of its issued share capital
may request that meetings be convened. In relation to foreign companies, the
position is governed by domestic law.
5.3.1.2 Voting requirements
While most matters only require a simple majority vote, certain matters must be
approved by independent shareholders. This occurs in situations where interests of
shareholders differ.
5.3.1.3 Nomination and election of directors
Directors of listed companies must rotate every three years. Shareholders may
nominate anyone to be a company director by informing the company, after which
personal information of candidates would be circulated.
5.3.1.4 Enforcement powers
The constitution of a Hong Kong company is a statutory contract between the
members and the company. The Companies Ordinance has been amended to allow
a shareholder directly to enforce provisions contained in the constitution.
6. Main Corporate Governance Initiative
Committee
of
The Stock Exchange of Hong Kong Limited
Refer to table 6.7
Holding Company of
Holding Company of
f
Standing Committee on Company Law Reform
Refer to table 6.6
Figure 2: Overview of Organizations with Corporate Governance initiatives
Source: Corporate Governance (An Asia-Pacific Critique) by Low Chee Keong
Table: 6.1
Country Bodies | Role | CG Initiatives |
Securities and Futures Commission (SFC) | Administer the laws governing the
securities and futures markets in Hong Kong | Year 2004
- Introduced the concept of dual filingYear 2006
- Developed regime governing public offering of shares and debentures in the
Companies OrdinanceYear 2008
- Submitted a report to the Financial Secretary on “Issues raised by the Lehmans
Minibond crisis” to enhance investor protection|
Table 6.2
Country Bodies | Role | CG Initiatives |
Hong Kong Monetary Authority | Maintain monetary and banking stability |
Year 1998
- Published Best Practice Guide on Financial Disclosure |
Table 6.3
Country Bodies | Role | CG Initiatives |
Hong Kong Society of Accountants | Review the regulation of accounts and
accountancy profession | Year 2000
- Organized Best Corporate Governance Disclosure AwardsYear 1997
- Published guidelines on disclosure in annual reports and directors’ business review
|
Table 6.4
Country Bodies | Role | CG Initiatives |
Independent Commission Against Corruption (ICAC)| Serves as Hong Kong’s Anti-
Corruption Agency | Year 1996
- ICAC and the Guangdong Provincial People's Procuratorate collaborated to publish
the ‘A Legal Guide for Investors’ in Guangdong and Hong Kong
Year 2002
- Published Ethics in Practice for businesses in Shanghai and Hong Kong
Year 2004
- Organized the Ethical Management seminar to deepen cross-border businesses
understanding of the anti-corruption and bribery legislation |
Table 6.5
Country Bodies | Role | CG Initiatives |
Companies Registry | Advise the Government on policy and legislative issues
regarding company law, corporate governance| Year 1997
- Ensure that the Companies Ordinance remains responsive to the everyday needs
of the business and society |
Table 6.6
Country Bodies | Role | CG Initiatives |
Standing Committee on Company Law Reform (Committee of
Companies Registry) | Regulator of listed companies in Hong Kong | Year 1990
- Proposed establishing a Financial Reporting Review Panel in line with the UK Panel
Year 2003
- Issued its Phase II consultation paper, proposing actions to enhance Hong Kong’s
corporate governance |
Table 6.7
Country Bodies | Role | CG Initiatives |
The Stock Exchange of Hong Kong Limited (SEHK) | Serves as front line regulator
of listed issuers | Year 1993
- Developed the “Code on Corporate Governance Practices” (Refer to Appendix
2)Year 1998
- Issued its “Market Consultation Policy Paper on Financial Disclosure”Year 2002
- Issued a consultation paper on proposed amendments to the Listing Rules
- Produced policy papers that outline roles and responsibilities of corporate boards
|
Table 6.8
Country Bodies | Role | CG Initiatives |
Hong Kong Exchanges and Clearing Limited (HKEx) | Holding Company for SEHK
| Year 1999
- Implemented comprehensive market reform of the stock and futures markets |
7. Efforts in Encouraging Corporate Governance
7.1 Punishment Effort (Cases and Measures taken for Corporate Governance)
7.1.1 Peregrine Investments Case
One of the main contributory factors leading to the liquidation
Peregrine Investments Holdings Ltd
Dealt with Indonesian taxi company, Steady Safe
Bought US$265 million worth of US dollar-denominated promissory notes
Rupiah’s precipitous fall led to major loss and investor’s loss of confidence
Executive management did not monitor and supervise the investment
Managing director and cofounder were not aware of this new investment
Lack of internal control
Asia’s largest home-grown investment house besides Japan
Figure 3: Peregrine Investments lack of internal control leading to liquidation.
Measures taken:
The government of Hong Kong placed great emphasis on this case and required
financial institutions to disclose more investment information to SEHK and
shareholders, particularly on potential markets’ risk procedures.
7.1.2 The CA Pacific Securities Case
CA Pacific Finance
Transferred shareholdings
of cash accounts to
margin accounts
Without investor’s acknowledgement
Used investors’ share as collateral to secure bank loans
Company ran into liquidation
problems due to the drop in
share market
Shares used as collateral was sold by the bank
Public lost confidence in small and medium-size brokerage houses
Investors lost their shares in both cash and margin accounts
Figure 4: CA Pacific Finance utilizes unauthorized funds
Occurred just after CA Pacific Incident
7.1.3 Forluxe Securities Case
Figure 5: Forluxe Securities obtains margin financing without authorization
Forluxe Securities
Misused investor's shares to obtain margin financing without seeking approval
Owner disappeared with HK$20 million worth of investor’s shares
Conducted lending business through finance arm
Further undermined public Confidence in brokerages
Measures:
SEHK and SFC started visiting selected brokerage houses regularly and their
associated financial companies. The aim is to ensure financial accuracy and
adequacy of risk management procedures.
Financial Services Bureau, SEHK and SFC set up a special task force to ensure a
proper monitor system for brokerage houses.
7.2 Awards / Efforts in encouraging Corporate Governance
Hong Kong has designed various awards and support in encouraging Corporate
Governance (CG). Corporations with exemplary CG are recognized publicly. These
recognitions not only benefit individual companies’ profiles, but also maintain
credibility and competitiveness in the financial market.
Figure 6: Main form of rewards for Corporate Governance
7.2.1 Hong Kong Corporate Governance Excellence Awards
These awards were launched in 2007 by Chamber of Hong Kong Listed Companies
and the Center for Corporate Governance and Financial Policy, Hong Kong Baptist
University. They were designed to encourage improvements in corporate governance
of listed companies in Hong Kong. The awards are conferred annually and the
judging criteria include:
* Corporate governance culture
* Protection of shareholders interests
* Transparency in governance, standard of the board, internal control and risk
management
* Corporate social responsibility
Winners of Hong Kong Corporate Governance Excellence Awards in Hong Kong,
December 3, 2008 will be tabulated in the following in order of stock code:
Category for Hang Seng Index Companies | Category for Hang Seng Composite
Index Companies | Category for Other Main Board and GEM Board Companies
|
* China Construction Bank Corporation (939) * The China Shenhua Energy
Company Limited (1088) * The Industrial and Commercial Bank of China Limited
(1398) * Ping An Group of China Limited (2388) | * China Railways Group
Limited (390)| * Giordano International Limited (408) * Yip’s Chemical Holdings
Limited (709) * Shui On Construction and Materials Limited (983) |
Figure 7: Companies received Hong Kong Corporate Governance Excellence
Awards in 3 different categories.
7.2.2 Best First-time Annual Report Award
Hong Kong has constantly sought to better its corporate governance. It not only
focuses on the existing companies in the capital market, but also encourages new
companies to practise good corporate governance. The new award entitled “Best
First-time Annual Report Award” was introduced in 2008 to encourage good
corporate governance in new companies.
The awards are presented in five different categories:
* Hang Seng Index (HSI)-constituent companies
* Non-HSI main board-listed companies
* GEM-listed companies
* H-share companies
* Public sector/not-for-profit organizations
7.2.3 Best Corporate Governance Disclosure Awards
These awards, introduced in 2000 and pioneered by the Hong Kong Institute of
CPAs, advocate accountability and transparency to stakeholders. In addition, much
emphasis was placed on voluntary disclosures of relevant information in annual
reports that exceed legal and regulatory requirements. The government, regulators
and business communities provide great support for the implementation of awards.
In 2008, 3 more categories were introduced — the Diamond, Platinum and Gold
Award. These new additions highlighted the importance of risk management and
internal controls.
7.2.4 Directors of the Year Awards
This award was first launched in Asian countries in 2001. Its main aims are to
publicize the significance of good corporate governance, and recognize directors for
their outstanding corporate governance practices. This helps to encourage their
continuous efforts to promote good corporate governance and directorship in Hong
Kong. The Directors of the Year Award is classified into different categories:
* Listed Companies (SEHK—Hang Seng Index Constituents)
* Listed Companies (SEHK—Non-Hang Seng Index Constituents)
* Private Companies
* Statutory/Non-profit-distributing Organizations
8. Case Studies of Country’s Top Corporations
Company | Overview | Reasons for exemplary CG |
NWS Holdings Limited | Operates businesses in infrastructure, facilities rental,
construction-related contracting and public transport.
Awarded Hong Kong Corporate
Governance Excellence on 4 December 2007.
(Refer to Appendix 3) |
Outstanding
management team and effective policies:
1. Balanced composition of executive and
non-executive directors. Established the Corporate Governance Steering Committee
to foster Corporate Governance
2. Issued Guidelines on Internal Control System and
Corporate Governance Manual to ensure related rules and regulations are fully
complied.
Distributed handbook for Corporate Policy on Staff Responsibility. |
Hong Kong and Shanghai Banking Corporation Limited | Largest banking and
financial services organizations in the world.Combined Code on Corporate
Governance (UK) and the Code on Corporate Governance Practice (HK).| 1. Balance
of executive and non-executive directors. Establish the Corporate Sustainability
Committee.2. Key procedures established by the Directors help provide effective
internal control. 3. Communication with shareholders is highly prioritized.
Shareholders are well-informed about HSBC’s activities. |
Company | Overview | Reasons for exemplary CG |
Bank Of China | Bank of China is a leading listed commercial banking group in
Hong Kong in terms of assets and customer deposit, offering a comprehensive range
of financial products and services to customers.(Refer to Appendix 4) | 1.
Reviews its Corporate Governance system constantly to ensure conformity to
international and local best practices.2. Clear division of responsibilities between the
Board and the Management.3. Roles of Chairman and CEO are clearly established
and stipulated in the Board's Mandate.4. Publishes quarterly financial and business
reviews to update shareholders on the performance, financial position and prospects
of the Company. |
Li & Fung Group | A global trading group supplying high-volume, time-sensitive
consumer goods. E.g. Garments and hard goods.(Refer to Appendix 5) | 1. Takes
responsibility in maintaining a sound and effective system of internal controls.2. The
Board, the four committees, Group Chairman and Group Managing Director all have
clearly defined roles and responsibilities to perform.3. Follows the principles of
transparency, accountability and independence |
Company | Overview | Reasons for exemplary CG |
CLP Holdings Limited | Operates a vertically integrated electricity generation,
transmission and distribution business. | 1. Combined Code on Corporate
Governance Practices, and company’s existing principles and practices2. Adopted a
policy of open communication and fair disclosure.3. A sound board of directors and a
dynamic management team. |
Figure 8: Case Studies for exemplary in Hong Kong.
Source: Media Information,
http://www.nws.com.hk/html/eng/pdf/PR2007120501E.pdf
The
similarities among these five companies with exemplary Corporate Governance are
as follows:
*
Implement their own Corporate Governance policies, beyond the minimal Code of
Best Practice
*
Focus strongly on internal control and communication with their shareholders
*
Ensure that their boards and committees have distinct roles and responsibilities to
prevent conflicts of interest which might undermine the credibility of companies.
9. Promote Good Corporate Governance Culture
9.1 Shareholder Activism
Figure 9: Hong Kong’s level of Shareholder Activism
Shareholder activists have risen over the years and challenged companies to
improve returns or restructure. However, shareholder activism is uncommon in Hong
Kong due to three main reasons. Firstly, many companies in Hong Kong are family-
based, resulting in minority shareholders having less capacity to express their
opinions during general meetings. Secondly, shareholders cannot afford the fees
required to sue the companies even if they want to. Lastly, shareholders seldom
voice out during meetings since they are usually out-voted by controlling
shareholders.
9.1.1 Promoting Shareholder Activism
Even though Hong Kong’s shareholder activism is not prevalent, some organizations
are being established to promote active shareholder activism. For instance, Asian
Corporate Governance Association (ACGA) created an investor discussion group,
providing shareholders a common platform to discuss pertinent issues.
9.2 Appointment Service
Companies must ensure that their boards consist of credible directors before seeking
financial assistance from institutional investors. The Hong Kong Institute of Directors
offers services such as matching companies with candidates on the Institute’s
register of qualified members for director appointment.
9.3 CEO’s Compensation
Directors’ compensation will be disclosed on an anonymous individual basis, of a
general description of the remuneration policy and long-term incentive schemes. In
addition, the Code of Best Practice has included that the Remuneration Committee
should consist of mainly independent non-executive directors (INEDs).
9.4 Corporate Reporting
Companies in Hong Kong need to maintain and disclose their financial information in
compliance with Hong Kong accounting and auditing standards, which are based on
the International Accounting Standards and International Standards on Auditing.
9.5 Audit Committee and Internal Controls
The Audit Committee must comprise of at least three non-executive directors, a
majority of INEDs, one of whom is qualified in financial reporting, and chaired by an
INED. The Code of Best Practice also recommends an evaluation by each company
of the effectiveness of internal control, covering financial, operational and compliance
controls and risk management.
9.6 Transparency and Disclosure
Any director or chief executive is required by law to inform the listed company of
relevant interests. A listed company is required by law to make a register of this
information available for public scrutiny.
9.7 Private Companies
Government, professional bodies and chambers of commerce are working on
enlightening and empowering private companies, particularly the Small and Medium
Enterprises (SMEs), in the field of corporate governance.
Source: Carlye W L Tsui, An Overview of Corporate Governance in Hong Kong.The
Hong Kong Institute of Directors. June 2003. Retrieved from
http://www.hkiod.com/publication/overview_eng.pdf
Conclusion
Corporate governance in Hong Kong has come a long way, with more companies
embracing good governance practices to attract investment and gain
competitiveness in the global market. Initiatives undertaken by regulatory bodies,
such as the development of Code of Best Practice, serve as a stepping stone to bring
Hong Kong’s corporate governance to greater heights. However, areas that call for
attention still exist:
* Highly concentrated share ownership by families leading to disadvantaged
minority shareholders
* Uncommon shareholder activism and lack of initiatives by institutional investors to
ameliorate the situation
* Lack of truly independent INEDs
* Only Company Ordinance (CO) and Securities and Futures Ordinance (SFO) hold
legal power; the Listing Rules and Code of Best Practice on corporate governance do
not
Despite the problems mentioned above, corporate governance is becoming
increasingly prevalent in Hong Kong society. In light of the ongoing governmental
initiatives to ameliorate the situation, Hong Kong is envisaged to maintain its status
as one of the countries with topmost corporate governance in Asia.
Source: Ferdinand A.Gul and Judy S.L.Tsui , The Governance of East Asian
Corporations-post Asian Financial Crisis
Appendix 1
Source: Corporate Governance Watch 2007
http://www.ethicalcorp.com/content.asp?ContentID=5483&ContTypeID=67
Appendix 2
Appendix 3
Case study of NWS Holdings
Appendix 4
Bank of China (Hong Kong)
Appendix 5
Li & Fund Group
--------------------------------------------
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