ACCA/Rotary Seminar: The Evolving Duties & Responsibilities of Independent Non-Executive Directors (1 Nov 2016) Date: 1 Nov 2016 (Tue) Time: 7pm to 8:30pm (Registration starts 6:30pm) Venue: Conrad Hong Kong Chatham Room, L7, Pacific Place, 88 Queensway, Hong Kong CPD units: 1.5 Language: Cantonese Enrolment Deadline: 25 Oct 2016

Fee (HK$) ACCA Member (online enrolment)

255

ACCA Member/ Affiliate / Student/ Member of the Hong Kong Institute of Directors (HKIoD)/ Rotarians

280

Staff of Approved Employer

405

Non-member

550

(complimentary refreshments are provided)

About this Seminar Independent Non-Executive Directors ("INEDs") are important members of a company’s board of directors, serving as internal gatekeepers for preventing operational, financial and reputational risks and to enhancing corporate governance. While INEDs are not actively involved in the business, they have a deep understanding of the operations to independently scrutinize and challenge the executive and senior management’s decisions while providing supportive advice. Under the law, INEDs have the same duty of care skill and diligence as any other members on the board. The Companies Ordinance (came into force on 3 March 2014) and the Corporate Governance Code (issued by The Stock Exchange of Hong Kong Limited) states that both executive and non-executive directors have the same responsibilities in law. Areas to be covered a) The expanding stakeholder landscape b) From a rule-based regulatory regime to an objective-based regime c) New corporate reporting requirements: Environment, Social responsibility and Governance d) Extended Coverage on Corporate Risk Exposure & Mitigation e) The increasing need for additional board committees f) Statutory reporting requirements - Announcements, disclosures and price sensitive information g) Professional directorship training requirements to be introduced to all listed company directors Rundown 18.30 Registration & Refreshment 19:00 Welcome Remarks &

Introduction of Rotary Members in the Professional Arena 19:10 Part I: The Roles of Independent Non-executive Directors (with Q&A session)

(by Dr Moses Cheng – Past District Governor, Rotary District 3450) 19:45 Part II: The Responsibilities of Independent Non-executive Directors (with Q&A session)

(by Mr Peter Wong – Past District Governor, Rotary District 3450) 20:20 Closing remarks 20:30 Seminar ends

Speakers

Dr Moses CHENG (鄭慕智博士、太平紳士 ), LL.B., LL.D., FCPA(AUST.), HON. FELLOW (HKU), GBM, GBS, OBE, JP

Dr Cheng qualified to practise as a solicitor in 1975. He is a consultant of Messrs. P. C. Woo & Co., one of the longest established firms of solicitors in Hong Kong; after serving as its Senior Partner from 1994 to 2015. Dr Cheng’s areas of practice encompass capital markets, corporate governance, regulatory and compliance, and public policies especially taxation and education. Besides Hong Kong, Dr Cheng is also admitted to practise as a solicitor in England and Wales; State of Victoria, Australia and Singapore. He is also a Notary Public, China-Appointed Attesting Officer and an independent non-executive director of a number of companies whose shares are listed on the Stock Exchange of Hong Kong and Singapore. Amidst his remarkable achievements as a professional, Dr Cheng has not lost sight of his devotion to serve the community. His public service appointments span the areas of politics, law, business and finance, education, the arts, as well as livelihood

concerns of the ordinary citizen. Dr Cheng served as an appointed member of the Legislative Council between 1991-1995, the Chairman of the Council and Court of Hong Kong Baptist University (1997-2006), the Chairman of the Education Commission (2009-2015), the Chairman of the Board of Education (1996-2002), the Chairman of the Listing Committee of the Stock Exchange of Hong Kong (2005-2006) and also an independent non-executive director of the Hong Kong Exchanges and Clearing Limited (2006-2012). He was the founder chairman of Opera Hong Kong and also the founder chairman of The Hong Kong Institute of Directors of which he is now the Honorary President and Chairman Emeritus. Currently, Dr Cheng is Chairman of the Insurance Authority, the Process Review Panel for the Securities and Futures Commission, the Ma Wan Park Advisory Committee; Member of Board of Governors and Council Chairman of the Hang Seng Management College and also Member of the Board of Governors of HKBU Foundation. Dr Cheng is also the Chancellor of the Hong Kong Sheng Kung Hui (the Anglican Church of Hong Kong), a director of the HKSKH Welfare Council Limited, the Chairman of the Council of the St. Paul’s Co-educational College, a council member of the Diocesan Boys’ School and the St Stephen’s College, and a permanent member of the Vestry of the HKSKH St. Paul’s Church. Dr Cheng had also served as the District Governor of Rotary International District 3450 (HK and Macau) and honorary legal advisors to a number of NGOs and charitable organisations.

Mr Peter WONG (黄绍開先生 ), MBA Mr Wong received his MBA from the University of East Asia (now known as Macau University). He has over 40-year experience in the financial service industry. Prior to his retirement, he was the Vice Chairman and Chief Executive Officer of Haitong International Securities Group Ltd., a company listed on the Hong Kong Stock Exchange. In its former rendition, Haitong was Taifook Securities Group Ltd, a small brokerage firm he was instrumental in transforming from into an international award-winning comprehensive financial services group. Currently, he serves as a consultant for Halcyon Holdings Ltd, and as an independent non-executive director for four listed companies listed on the Stock Exchange of Hong Kong. In the realm of public services, Mr Wong was appointed Director of the Federation of Hong Kong Stock Exchanges Ltd, and served on a number of Committees of the Hong Kong Stock Exchange Ltd, among them, seven years as a member of its

Listing Committee. The Financial Services Bureau and the Securities & Future Commission (SFC) also tasked Mr Wong with appointment to the Company Law Reform Committee, Insider Dealings Tribunal and the SFC's Appeals Tribunal. His other appointments include: former Chairman of the Hong Kong Institute of Directors, Director of the Hong Kong Securities & Investments Institute; former Director of the College of Professional and Continuing Education of the Hong Kong Polytechnic University, and Advisor for the Hong Kong Trade Development Councils' Financial Service Committee and Professional Service Committee. Mr Wong has also served the community in HK, China, and internationally in his capacity as a Rotarian. He was a District Governor of Rotary International District 3450 (Hong Kong, Macau, Mongolia and the People's Republic of China – Guangdong Province) and his most memorable project was working with international partners to install water purification system to provide clean drinking water for over 250,000 students throughout Shangxi Province.

ACCA/Rotary Seminar: The Evolving Duties & Responsibilities of Independent Non-Executive Directors (1 Nov 2016) - Enrolment Form Enrolment by fax: +852 2522 2356 Enrolment by email: hkinfo@accaglobal.com For enquiries, please contact the ACCA Hong Kong office at 2524 4988 (press 3, then 2) Participants’ Particulars (Please use ENGLISH BLOCK letters to complete the form) Name of Participant Membership No (if any) Company Position Email (for confirmation)(see note 8) Tel Mobile No

(for emergency)

If the enrolment of your accompanying guest, if any, is unsuccessful, do you still prefer to process your enrolment? Y/ N

Name of Participant Membership No (if any) Company Position If the contact person is different from the above, please provide the details here Contact person Tel Mobile No

(for emergency)

Fee No. of participant(s) Total

HK$280 (ACCA Member/Affiliate/Student/HKIoD Member) 1 HK$280 (Rotary Member) 2 (Club: ; Post (if any): )

HK$405 (Staff of Approved Employer) HK$550 (Non-member)

Grand Total: $ Payment Method

Cheque (payable to “The Association of Chartered Certified Accountants”)

Cheque No. Bank

Visa / MasterCard

Card No. Expiry Date (MM / YY)

Cardholder’s Name (please print)

Cardholder’s signature

Date

Important notes: 1. ACCA Hong Kong reserves the right to cancel or make any changes to the event. No refund will be made unless the event is cancelled. 2. Rotary members are required to fill in the Club details to enjoy Rotary members’ rates. 3. Enrolment by fax is ONLY acceptable for payments by credit cards. Only VISA and MASTERCARD will be accepted. Please fax to 852 2522

2356. 4. For cheque payment, a cheque MUST be attached to the completed enrolment form; otherwise the enrolment will be rejected. 5. Please issue separate cheques for different seminars/workshops and/ or activities you enrol, otherwise ACCA Hong Kong reserves the right to

reject the enrolment. 6. To facilitate the orderly allocation of enrolments via online, fax and mail, valid applications will be processed on a first-come-first-served basis for

enrolments through each individual means. ACCA reserves the absolute right to make adjustments to the allocation of enrolments between different application channels in response to prevailing application status. In case the event is over-subscribed, the priority of enrolments will be given in the following order: ACCA Members, Rotary Members, ACCA Affiliates, ACCA Students, HKIoD Members, Staff of Approved Employers and Non-members.

7. Members must fill in their membership no. for verification of their status. Enrolment forms with incomplete information will not be accepted. 8. Each enrolee will be notified via EMAIL of the result of their application for enrolment within five working days after the deadline of enrolment. 9. If you do not have an email address for receiving the seminar/workshop confirmation, please provide your fax no. here: 10. If you do not receive any notifications regarding the enrolment status prior to the commencement of the event, please contact the ACCA

office. All unsuccessful application forms will be shredded after the event unless those which are paid by cheque will be returned to the enrolees. 11. The event may be cancelled/re-scheduled when typhoon no. 8 or black rainstorm warning is hoisted. Please refer to ACCA Hong Kong website for

detailed arrangements. 12. Any personal data provided in this form will only be used for the purpose of carrying out the above-mentioned seminar. You are required to supply

the data in order to process your enrolment. You have rights of access and correction with respect to your personal data. If you wish to exercise these rights with respect to your personal data held by us, please contact the ACCA Hong Kong office.

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