Corporate Governance and Compliance in Hong Kong, 2nd Edition

Foreword by Anthony Rogers
Foreword by Paul MY Chow
Preface to the Second Edition
Acknowledgements
About the Author
Table of Cases
Table of Legislation, Codes and Rules

Chapter 1: Introduction

• Overview 
• Key Elements of Corporate Governance
• Responsibility for Corporate Governance
• Modem Corporate Governance
• The Financial Crisis of2007-2008
• Corporate Governance is not Corporate Regulation
• The Economic Value of Good Corporate Governance
• Does Corporate Governance Matter?

Chapter 2: Legal and Regulatory Reform up to 2003

• Overview
• Company Law Reform from 1865 to 1984
• Company Law Reform from 1984 to 2003
• Corporate Governance Review
• Securities Law and Regulatory Reform

Chapter 3: Legal and Regulatory Reform since 2003

• The Joint Working Group of the Government and Hong Kong Institute of Certified Public Accountants
• The Companies Ordinance Rewrite
• Securities Law and Regulatory Reform

Chapter 4: The Statutory and Non-Statutory Framework

• Overview
• The Companies Ordinance (Cap 622)
• The Securities and Futures Ordinance (Cap 571) 
• The Listing Rules
• The Corporate Governance Code

Chapter 5: Regulators and Regulatory Issues - Part I

• Background
• The Financial Services and Treasury Bureau
• The Securities and Futures Commission
• Enforcement of the Securities and Futures Ordinance
• Regulatory Action by the Securities and Futures Commission
• Hong Kong Exchanges and Clearing
• Regulatory Action by Hong Kong Exchanges and Clearing
• The Present Position

Chapter 6: Regulators and Regulatory Issues - Part II

• Corporate Regulation
• Inspection and Investigation Provisions of the Companies Ordinance
• Offences and Punishment Provisions of the Companies Ordinance
• Companies Registry
• Regulatory Action by the Companies Registry
• Official Receiver's Office
• A Single Corporate Regulator
• Enhancing Corporate Regulation in Hong Kong

Chapter 7: Financial Reporting and Auditing Regulation

• Overview
• History of Reform
• The Audit Investigation Board
• The Financial Reporting Review Panel
• The FRC's Regulatory Work
• Investigatory and Disciplinary Action by the HKICPA
• Further Reform

Chapter 8: Board Structure and Committees

• Overview
• Board Structure and Functioning
• Chairman and Chief Executive Officer
• Senior Independent Non-Executive Director
• Board Procedures
• Internal Controls and Risk Management
• Board Evaluation
• Board Committees
• Audit Committees
• Remuneration Committees
• Nomination Committees
• Corporate Governance Committees

Chapter 9: Directors: Types, Functions and Duties

• Overview
• Non-Executive Directors
• The Issue of 'Independence'
• Board Diversity
• Part-Time Directors
• Corporate Directors
• Directors' Duties
• Directors' Residential Addresses and Identity Card Numbers

Chapter 10: Directors' Nomination, Removal and Disqualification

• Nomination of Directors
• Removal of Directors
• Disqualification of Directors

Chapter 11: Directors' Training

• Background
• History of Reform
• The Corporate Governance Code

Chapter 12: Directors' Remuneration

• Background
• Shareholder Control
• History of Reform
• The Companies Ordinance (Cap 622)
• The Listing Rules
• The Corporate Governance Code
• Fair Remuneration
• Non-Executive Directors

Chapter 13: Directors' Liability

• Background
• History of Reform
• The Companies Ordinance (Cap 622)
• The Corporate Governance Code
• Lack of D&O Insurance Cover

Chapter 14: Directors' Conflicts of Interest

• Background
• History of Reform
• The Companies Ordinance (Cap 622)
• The Listing Rules
• The Corporate Governance Code
• The Present Position

Chapter 15: The Company Secretary

• Role and Functions of the Company Secretary
• Duties of the Company Secretary
• History of Reform
• The Companies Ordinance (Cap 622)
• The Listing Rules
• The Corporate Governance Code
• Recent Developments

Chapter 16: Empowering Beneficial Shareholders

• Background
• Present Position
• History of Reform

Chapter 17: Company General Meetings and Resolutions, Voting and Company Registers

• Overview
• Company General Meetings and Resolutions
• Voting
• Company Registers
• Weighted Voting Rights

Chapter 18: Corporate Restructuring

• Background
• Compromises and Schemes of Arrangement
• Reconstructions and Amalgamations
• Takeovers and Share Repurchases

Chapter 19: Shareholder Remedies

• Background
• Members' Inspection of Company Records
• Just and Equitable Winding Up
• Unfair Prejudice
• Derivative Actions
• Injunctions
• Foreign Companies
• Class Actions
• The Present Position

Chapter 20: Shareholder Activism

• Background
• The Hong Kong Association of Minority Shareholders
• The Problems with the Original HAMS Model
• Shareholder Activist Groups in other Jurisdictions
• The Way Forward

Chapter 21: Institutional Investors

• Background
• Present Position
• Further Reform

Chapter 22: Financial Reporting

• Overview
• Statutory Financial Reporting Framework and Disclosure Requirements
• Financial Reporting by Private Companies
• Financial Reporting Standards
• Non-Statutory Financial Reporting Framework and Disclosure Requirements
• Quarterly Reporting
• Initial Public Offerings
• The Mainland Dimension

Chapter 23: Auditors

• Overview
• History of Reform
• Auditors' Functions and Powers
• Auditing Standards
• Audit Practice Reviews
• Auditors' Independence
• Auditors' Duties
• The Mainland Dimension
• Does Audit Have A Value?

Chapter 24: Auditors' Liability

• Overview
• History of Reform
• The Companies Ordinance (Cap 622)
• The Professional Accountants Ordinance (Cap 50)
• The HKSA's Proposals
• Proportionate Liability
• Auditors Contractually Limiting Liability
• Limited Liability Partnerships
• Statutory Capping
• The Present Position

Chapter 25: Corporate Social Responsibility

• Overview
• Background
• The Benefits of Corporate Social Responsibility
• Globalisation and International Standards
• Global Reporting Initiative
• CSR Reporting in Hong Kong 
• The Companies Ordinance (Cap 622)
• The Corporate Governance Code
• Integrated Reporting

Chapter 26: Ethical Governance

• Overview
• Background
• Ethical Governance in Hong Kong
• The Present Position
• The Way Forward

Chapter 27: Not-for-Profit Entities and Public Bodies

• Overview
• Background
• Types of Not-for-Profit Entities and Public Bodies
• Further Reform
• Governance in the Public Sector
• Regulation of Charities
• The Way Forward

Chapter 28: Small and Medium Sized Enterprises

• Overview
• Corporate Governance Issues in SMEs
• Guidelines on Corporate Governance for SMEs
• Governance Support for SMEs
• Regulatory and Statutory Framework

Chapter 29: Professional Organisations

• Overview
• The Hong Kong Institute of Certified Public Accountants
• The Hong Kong Institute of Chartered Secretaries
• The Hong Kong Institute of Directors
• The Hong Kong Securities and Investment Institute

Chapter 30: International Developments in Corporate Governance

• Global Trends
• Recent Developments in Global Corporate Governance
• Trends in Recent Annual General Meetings
• CLSA / AGCA Corporate Governance Watch 2014

Chapter 31: Corporate Governance Developments in China

• Introduction
• Legal and Regulatory Frameworks in the PRC
• Corporate Governance Standards in the PRC

Chapter 32: The State of Corporate Governance in Hong Kong

• Background
• Obstacles to Corporate Governance Reform
• CLSAlAGCA Corporate Governance Watch 2014
• Assessment of Corporate Governance in Hong Kong

Gordon Jones

Joined the Administrative Grade of the Hong Kong Government in October 1973, and served in a large number of branches in the Government Secretariat, including the Finance and Transport Branches, and departments such as the then Cultural Services Department and the City and New Territories Administration, where he was the District Officer for the Kowloon City District. On 1 May 1993, he was appointed the Registrar of Companies for Hong Kong. During his time as the head of the Companies Registry, he played a key role in the modernisation and computerisation of the department's operations, and company law and corporate governance reform, including initiating the rewrite of the Companies Ordinance.

He is currently involved in a number of pro-bono activities including the Hong Kong Institute of Certified Public Accountants, where he chairs the Regulatory Accountability Board. He is an Honorary Fellow of Lingnan University, the Hong Kong Institute of Directors and Hong Kong Securities Institute and a Fellow of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries.