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July 2009 07

‘Nothing we do is going to work unless

we get feedback from listed companies,

so please keep the dialogue open.’ This

comment, made by Mark Dickens, Head of

Listing, Hong Kong Exchanges and Clearing

Ltd, during his ACRU 2009 presentation,

highlights the importance of regulator-

regulatee dialogue on the key compliance

issues facing Hong Kong and sums up the

raison d’etre of the Institute’s ACRU event.

Mr Dickens welcomed the opportunity

provided by ACRU for the Exchange to

reach key professionals working in the listed

company sector, since keeping in contact

with listed companies is not an easy task for

the Exchange. ‘There are simply too many of

them,’ he said.

‘There is room for improvement in the

way we interact with the market. We are

prepared to listen and to tell you what

we’re doing,’ he added. He cited the way

practitioner feedback helped the Exchange

refine its recent proposals to streamline the

IPO process in Hong Kong as an example

of how such dialogue can help improve

the efficiency of Hong Kong’s regulatory

system. As a result of this experience, the

Exchange has now agreed to meet the

IPO sector monthly to discuss compliance

issues.

‘We would like to use a similar approach

with listed companies,’ he said. ‘We would

like to involve listed companies at the

proposal stage of new regulations. When

we have proposals we need someone

to talk to about them, but with listed

companies there is no one association we

can go to.’

This year marks the tenth anniversary of the Institute’s Annual Corporate and Regulatory Update (ACRU). ACRU 2009 highlighted the importance of keeping an open dialogue between professional practitioners and regulators in Hong Kong. Held on 21 May at the Hong Kong Convention and Exhibition Centre, the event provided attendees with updates on the major compliance issues currently faced by Chartered Secretarial, legal and accounting professionals, and looked ahead to the changes they need to prepare for in the emerging regulatory environment.

Keeping the dialogue open:

ACRU 2009

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July 2009 08

As has been reported often in this

journal, regulators on the mainland

tend to have a more direct dialogue

with listed companies – usually via

the board secretary – than is the case

in Hong Kong. The stock exchanges,

for example, will make specific

members of their staff responsible

for communications with particular

companies so that there is always

a communication channel when

problems arise. Mark Dickens revealed

that the Exchange has decided to

adopt a similar system in Hong Kong.

It will be sending representatives to

listed companies to set up a direct

communication channel with them.

He added that the Exchange welcomes

any feedback from Chartered

Secretaries who may have suggestions

on how to improve the Exchange’s

interaction with listed companies.

The key issuesIn the 12 months since the last ACRU

event, there have been massive

changes in the global economic and

regulatory environment – no shortage

then of issues for ACRU 2009 to cover.

This month’s CSJ highlights some of

the most relevant and pressing issues

covered in the seminar.

The role of the company secretaryOne piece of welcome news for

Chartered Secretaries in Hong

Kong came during Mark Dickens’

presentation when he revealed that the

Exchange is working on a proposal to

add a provision to Hong Kong’s Code

on Corporate Governance Practices

outlining the role that the company

secretary should play in ensuring

compliance with corporate governance

best practices.

‘We are trying to centralise the role of

the company secretary,’ he said. While

the details of the proposals are still being

worked out, Mr Dickens said the plan was

to include some key features of the role of

the company secretary, such as:

• thecompanysecretaryshould

be responsible for advising the

board through the chairman on all

governance matters

• thecompanysecretaryshould

facilitate the induction of directors,

and

• boththeappointmentandremoval

of the company secretary should be

a matter for the board as a whole.

While the items above should be a

statement of the obvious for major listed

companies, they are nonetheless useful

in that they will give company secretaries

valuable backing in the listing rules for

their role in ensuring corporate governance

best practice. Companies will have to either

comply or explain any non-compliance

with the above provisions.

Mr Dickens said the Exchange will be

consulting the market on this proposed

amendment to the code later in the year.

He added that the Exchange is keen to

get companies to think through corporate

governance issues, and, to this end, the

Exchange is also working on a proposal

to recommend that companies set up

corporate governance committees.

‘The companies coming before the

Exchange’s disciplinary committee often

simply haven’t thought about corporate

governance enough,’ he said. He explained

that the Exchange’s disciplinary committee

most often deals with companies that have

breached the rules not out of criminal

intent – such companies end up being

prosecuted by the Securities and Futures

Commission (SFC) – but because their

corporate governance compliance

systems are inadequate.

Post-vetting of corporate announcements The Exchange is currently moving to

a post-vetting regime with regard

to market announcements by listed

companies. This change will clearly

have a major impact on professional

practitioners and Christine Kan, Senior

Vice-President, Compliance and

Monitoring Department, Listing Division,

Hong Kong Exchanges and Clearing

Ltd, focused her ACRU presentation on

the implications of the Exchange’s new

policy on pre-vetting.

‘Our goal is to stop all pre-vetting,’ she

said at the outset of her presentation,

but as a transitional measure key

announcements, such as those related to

connected transactions, will still be pre-

vetted. She explained that the Exchange

is keen to move away from pre-vetting

since it has led to an over-reliance

on the Exchange to get corporate

announcements right.

A major area of concern has been how

the Exchange will respond if inaccuracies

are detected in announcements after

they have been published. Ms Kan said

the Exchange will take action where

the market has been misinformed or

there are disciplinary issues, but will

not intervene where the problems

detected are minor or technical in

nature and where issuer takes steps to

remedy the situation with a clarification

announcement.

She urged listed companies to put

in place systems and procedures to

ensure the accuracy of all corporate

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July 2009 09

communications. An area where Chartered

Secretaries need to be particularly

vigilant is in guarding the confidentiality

of price-sensitive information. Ms Kan

said companies need to have a clear

communication policy with outside

parties and to monitor media reports

and trading activities. If confidentiality

cannot be maintained, they need to make

announcements.

Privatisation regulationsThe ongoing legal battle between the SFC

and PCCW Ltd over its privatisation bid via

a scheme of arrangement under section

166 of the Companies Ordinance has

focused renewed attention on Hong Kong’s

privatisation regulations. Benjamin Cheuk,

Director, Corporate Finance Division, SFC,

focused his presentation on the current

regulations concerning privatisations and

takeovers under the Takeover’s Code.

He emphasised that the intention of

the current privatisation and takeover

regulations enforced by the SFC is to

ensure investor protection, and many

provisions of the Takeover’s Code are

designed to block the ways companies

have found ways to circumvent these

regulations. Rule 2.2, for example,

which was amended in 2002, is

designed to prevent an offeror from

using the threat of delisting as part of

the tactics of privatisation by general

offer.

Mr Cheuk also discussed the PCCW

case and the issues involved in

companies seeking to use a scheme of

arrangement or capital reorganisation

as an alternative route to privatisation.

Rule 2.10 of the Takeovers Code

stipulates that, except with the consent

of the Takeovers Executive, where

any person seeks to use a scheme of

arrangement or capital reorganisation

to acquire or privatise a company, the

scheme or capital reorganisation may

only be implemented if, in addition

to satisfying any voting requirements

imposed by law:

• theschemeorthecapital

reorganisation is approved by at

least 75% of the votes attaching

to the disinterested shares that are

cast either in person, or by proxy,

at a duly convened meeting of the

holders of the disinterested shares;

and

• thenumberofvotescastagainst

the resolution to approve

the scheme or the capital

reorganisation at such meeting is

not more than 10% of the votes

attaching to all disinterested

shares.

(Left to right) Maurice Ngai, Vice President and the Chairman of Membership Committee, HKICS; Mark Dickens, Executive Vice President and Head of Listing Division, HKEx; Elise Leung, Consultant, Iu, Lai & Li; Christine Kan, Senior Vice President, Listing Division, HKEx; and April Chan, HKICS Vice President

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Brothers Minibond incident. Many Hong

Kong investors in the Minibonds lost

substantial sums when Lehman Brothers

collapsed on 15 September last year

rendering the Minibond issues virtually

worthless. Christina Choi, Director,

Investment Products Department,

SFC, gave ACRU attendees an update

on risk disclosure requirements for

retail investment products. ‘We are

in very unusual times,’ she said at the

outset of her presentation, adding

that the current global financial crisis

has highlighted the need to enhance

disclosure on risk.

The SFC made its recommendations

on the issues raised by the Lehman

Brothers Minibonds incident in a report

submitted to the Financial Secretary

In its case against PCCW, the SFC argued

that the evidence suggested the number

of those who voted in favour was

influenced significantly by the splitting

of larger parcels of shares into single

board lots which were then distributed

to persons who became registered

shareholders with the attached votes

cast in favour of the PCCW scheme. It

calculated that the share splitting and

other artificial arrangements resulted in

over 800 out of 1,404 shareholders, either

in person or by proxy, voting in favour of

the privatisation scheme. If these votes

had not been cast, the required majority

of persons voting in favour of the

proposal would not have been met.

The Court of Appeal unanimously upheld

the SFC’s arguments on 22 April 2009.

The judgment – available on the

Judiciary website (see CACV 85/2009 at

www.judiciary.gov.hk) – makes it clear

that share splitting for the purpose of

manipulating the outcome in a scheme of

arrangement is a form of abuse.

Concluding his presentation, Mr Cheuk

emphasised that the SFC welcomes

discussion with practitioners and investors

on compliance issues. The hotline is: 2840

9210. He added a caveat, however, that

the hotline is designed to help callers

understand the SFC’s interpretation of

the rules and not to give advice on how

practitioners can structure takeover deals.

Risk disclosure Risk disclosure has been a high profile

issue in Hong Kong since the Lehman

(Left to right) Bernard Wu, Council Member, HKICS; Benjamin Cheuk, Director, Corporate Finance, SFC; Elise Leung, Consultant, Iu, Lai & Li; Maria Kwan, Director, Professional Development, HKICS; Christina Choi, Director, Investment Products, SFC; and TC Li, Director, Technical and Research, HKICS

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AD

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July 2009 12

in December last year. Ms Choi

highlighted some of the key proposals

of the report designed to ensure that

Hong Kong investors are fully informed

of the risks involved in investing in

particular financial products. The SFC

would like to see, for example, the

setting up of an information repository

about unlisted investment products

and the introduction of a ‘cooling-

off’ period for investors in certain

investment products.

Many Hong Kong investors in

the Lehman Brothers Minibonds

complained that they had been misled

by the marketing materials advertising

the Miniboinds. Ms Choi highlighted

the general principles which are

applicable to marketing materials. She

stressed that they should give a clear,

fair and balanced presentation of the

facts with adequate risk disclosures.

Product issuers should ensure that

in their marketing materials there

are upfront, prominent and adequate

warnings of all the risks associated

with their products, including any new

risks that may emerge in the prevailing

market circumstances. She added that

marketing materials related to funds

should give a minimum of five years’

performance presentation (based on

complete 12-month periods) and there

should be no forecast of the funds

performance.

Ms Choi also urged practitioners to

keep up to date with developments

by reading the SFC’s reminders and

circulars, and to familiarise themselves

with the Hong Kong Investment Funds

Association’s recommendations on risk

disclosure for marketing materials (they

can be found at: www.hkifa.org.hk/eng/

download/RDB_Apr0609_final.pdf).

Finally, Ms Choi pointed out that

the SFC has also produced a number

of valuable resources on investor

education in this area. She urged

practitioners and investors to

look at the SFC’s InvestEd website

(www.invested.hk); topical investor

educational articles, such as the

‘Dr Wise’ articles published on the

SFC website; as well as the SFC’s TV

advertising and newspaper articles.

Electronic incorporation Chartered Secretaries are eagerly

awaiting the introduction of electronic

filing and incorporation services by

the Companies Registry. Kenneth

Siu, Business Manager, Companies

Registry, updated ACRU attendees on

the Integrated Companies Registry

Information System (ICRIS) which

will enable both e-incorporation and

e-filing, along with a number of other

electronic services.

Mr Siu launched his presentation with a

reflection on why Hong Kong’s position

in the ‘starting a business’ category

of the World Bank’s ‘Doing Business’

rankings (see www.doingbusiness.

org/EconomyRankings) has slipped in

recent years. Hong Kong has slipped

from fifth to 13th, and is currently

in 15th position in the ‘starting a

business’ category. ‘One reason must be

that other countries have been ahead

of Hong Kong in introducing electronic

services,’ he said.

Nevertheless, the Companies Registry

does not intend to rush through such

a complex and crucial IT project. It

launched its ICRIS programme back in

2005, but ensuring the security and

the reliability of the service has been

a priority. Mr Siu also pointed out that

Food for thought

‘When I think I am wrong, sir, I

change my mind – what do you do?’

(John Maynard Keynes quoted by

Mark Dickens, Head of Listing, Hong

Kong Exchanges and Clearing Ltd)

‘we are in very unusual times … the

current global financial crisis has

highlighted the need to enhance

disclosure on risk’

(Christina Choi, Director, Investment

Products Department, Securities and

Futures Commission)

‘other countries have been ahead of

Hong Kong in introducing electronic

services’

(Kenneth Siu, Business Manager,

Companies Registry, reflecting on why

Hong Kong’s position in the ‘starting a

business’ category of the World Bank’s

‘Doing Business’ rankings has slipped

in recent years)

‘my colleagues overseas all tell me

that Hong Kong, as an international

financial centre, badly needs to

have a corporate rescue process’

(Jeremy Glen, Assistant Official

Receiver (Legal Services), Official

Receiver's Office)

‘the companies coming before the

Exchange’s disciplinary committee

often simply haven’t thought about

corporate governance enough’

(Mark Dickens, Head of Listing, Hong

Kong Exchanges and Clearing Ltd)

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July 2009 13

ICRIS has already yielded results. The

Companies Registry has introduced

‘e-processing’ and ‘e-search’ facilities,

and another major enhancement rolled

out in April this year was the addition

of the ‘online view feature’ for image

record searches at the Registry's Cyber

Search Centre. This means users can

now view document images in PDF

format online – users could previously

only access ‘TIFF’ files which required

them to open the images page by page.

It is phase two of the ICRIS project

which is most eagerly awaited, however,

since e-incorporation and e-filing will

make life a lot easier for Chartered

Secretaries, particularly those working

in the corporate services sector. Mr Siu

revealed that the Companies Registry

intends to introduce e-incorporation

on a non-mandatory basis – it will still

accept paper submissions after the

launch of the electronic service – but

to encourage the use of the service

it is considering introducing a price-

differential between electronic and

paper submissions.

Since e-incorporation will require

amendments to the Companies

Ordinance, Mr Siu said that the roll out

of ICRIS phase two will have to be after

the new Companies Bill is approved by

LegCo. He emphasised, however, that

the Companies Registry is committed

to providing a fully integrated online

service to its users. It aims to be a ‘one-

stop’ service for company incorporation

and business registration. He pointed

out that ICRIS phase two will also

enable users to receive and pay bills

electronically, and to sign up for the

projected ‘e-monitor’ and ‘e-reminder’

services. He added that the benefits

of the ICRIS project are many since

it will provide environmental benefits;

fast and user-friendly incorporation and

filing services; enhance the accuracy of

data through online validations; enable

immediate updating of information

for public inspection; and facilitate

compliance.

Mr Siu was joined by his colleagues

Elizabeth Mo, Deputy Principal Solicitor,

Companies Bill Team, Companies Registry,

who updated attendees on the reforms

to the Companies Ordinance proposed

under the Companies Ordinance rewrite;

and Marianna Yu, Deputy Registry

Manager (Registration), Companies

Registry, who covered operational issues

such as the rectification of documents

filed with the Registry and the filing

of annual returns. More information

on these issues is available on the

Companies Registry's website:

www.cr.gov.hk.

(Left to right) Louisa Lau, General Manager and Company Secretary, HKICS; Samantha Suen, HKICS Past President; Kenneth Siu, Business Manager, CR; Marianna Yu, Deputy Registry Manager, (Registration), CR; Elizabeth Mo, Deputy Principal Solicitor, CR; Elise Leung, Consultant, Iu, Lai & Li; Roger Leung, Chief Legal & Compliance Officer and Company Secretary, Shanghai Industrial Holdings Ltd; and Maria Kwan, Director, Professional Development, HKICS

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Corporate rescue ‘Insolvency is quite a concern at the

moment.’ Thus Jeremy Glen, Assistant

Official Receiver (Legal Services), Official

Receiver's Office, launched his ACRU

presentation on the liquidation of

companies in Hong Kong and the role of

the Official Receiver. The concern is not

only, he pointed out, that the current

financial crisis is likely to lead to an

increase in the number of companies

going bankrupt, but also that Hong Kong

still does not have a viable corporate

rescue procedure in place to protect

companies experiencing financial

difficulties from being prematurely

wound up. Corporate rescue procedures

– such as those in place in the US, the

UK, Australia and some Asian countries

– enable enterprises to undergo debt

restructuring during a moratorium period,

so as to protect them from being wound

up immediately.

Back in October 1996, Mr Glen authored

the report by the Law Reform Commission

Sub-committee on Insolvency which

proposed a corporate rescue procedure

for Hong Kong. Some 13 years later Hong

Kong still does not have such a procedure

in place. In 2001 Hong Kong initiated the

legislative process to establish a corporate

rescue procedure in the form of the

Companies (Corporate Rescue) Bill, but the

Bill was withdrawn due to disagreements

over the proposed arrangements for

employee compensation. The Bill proposed

that a company should be required to

settle all amounts owed to its employees,

or to set up a trust account for the

purpose of paying all the entitlements

owed to its employees, prior to the start

of the corporate rescue procedure. Many

businesses were concerned that these

arrangements would make it more difficult

for companies to initiate the corporate

rescue procedure.

Mr Glen confirmed that the Official

Receiver’s Office, which comes under

the umbrella of the Financial Services

and Treasury Bureau, is working on fresh

proposals for new legislation to establish a

corporate rescue procedure in Hong Kong

which should be up for consultation in

the fourth quarter of this year. ‘We are

taking the original proposals and hope

to overcome the obstacles to employee

compensation,’ he said. Subject to the

outcome of the public consultation,

the Bill may be submitted to LegCo for

scrutiny in the second half of next year

at the earliest. He expressed the hope

that a consensus can be reached. ‘My

colleagues overseas all tell me that

Hong Kong, as an international financial

centre, badly needs to have a corporate

rescue process,’ he said.

Mr Glen’s ACRU presentation also

covered the operational implications

for the ORO of the expected increase in

insolvencies as a result of the tougher

global economic conditions. Large

increases in bankruptcies after the Asian

financial crisis put a huge strain on

the ORO’s resources, which led to the

establishment of the current system

whereby private insolvency practitioners

can be appointed by the ORO to take

up insolvency cases. He added that,

although company secretaries can take

up such work, they don't tend to do so.

Mr Glen was joined by his colleague

Therese Tsang, Acting Assistant

Principal Solicitor, Prosecution and

Directors' Disqualification Section,

Official Receiver’s Office, who discussed

another area of the ORO’s work – the

disqualification of directors. More

information on the issues discussed

by the two speakers from the Official

Receiver’s Office is available on the ORO

website: www.oro.gov.hk.

Reducing compliance costs As mentioned at the beginning of

this article, the Exchange is keen to

encourage more feedback from listed

companies. Mark Dickens pointed out

(Left to right) Maria Kwan, Director, Professional Development, HKICS; Susie Cheung, Council Member, HKICS; Jeremy Glen, Assistant Official Receiver (Legal Services)1, ORO; Therese Tsang, Acting Assistant Principal Solicitor, ORO; Marianna Yu, Deputy Registry Manager, (Registration), CR; and Alberta Sie, Council Member, HKICS

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July 2009 15

that one consistent feedback coming from

listed companies has been the desire for a

reduction in compliance costs. He added

that this is likely to be intensified as a result

of the tough global economic conditions.

‘The impact of the financial crisis has

been devastating,’ he said. ‘The pressure

on revenue and jobs has made companies

more focused on costs, and they want us to

reduce legal and compliance costs.’

Mr Dickens said the Exchange is keen

to reduce business costs but not to

the detriment of investor protection.

The Exchange recently commissioned

a consultant to look at Hong Kong’s

competitiveness and its Listing Committee

and the SFC are working their way through

the recommendations. ‘It's a bit of a buffet,’

Mr Dickens said, ‘there are some good ideas

in there, and some recommendations that

are not consistent with our goals.’

He added, however, that there are a

number of ways that the Exchange hopes

to streamline its processes and increase

the efficiency of the regulatory process. He

said the Exchange will be putting a much

greater emphasis on empirical research to

get a better idea of the impact of new rules.

He added that the Exchange will also be

putting greater stress on historical research

since it is important to have an idea of why

the rules were established in the first place.

In addition, the Exchange intends to

improve its system of public consultation.

Firstly, the Exchange will not be issuing

combined consultations in the future.

‘From now on we will be issuing separate

consultations on separate issues,’ he

confirmed. He warned, however, that

this will slow down the pace of change

since there is a limit to the number

of consultations that can be under

consideration at any one time – he

suggested that any more than three

simultaneous consultations would be too

much.

Secondly, the Exchange will be adopting

a new consultation process which he

described as a ‘soft hard soft’ approach.

‘Hard’ here refers to the formal public

consultation, while ‘soft’ refers to

consultation with regulatees. The Exchange

wants to consult regulatees both at the rule

proposal and at the final rule drafting stage.

Mr Dickens cited the recent amendment

to the listing rules to make voting by

poll mandatory on all resolutions at

general meetings as an example of how

‘soft’ consultation with regulatees could

have resulted in a better rule. The HKICS

proposed to exempt administrative

procedures from the poll voting

requirement, and Mr Dickens believes this

would have been preferable, but the HKICS

proposal came too late in the consultation

process to be adopted.

‘The media criticises any flip flops,’

Mr Dickens pointed out, so the current poll

voting requirement stands. On a general

note, however, Mr Dickens expressed

his personal view that policies should

be reversed where subsequent events

demonstrate that the original policy was

not optimal. In this regard he quoted John

Maynard Keynes: ‘When I think I am wrong,

sir, I change my mind – what do you do?’

The Institute’s Annual Corporate and Regulatory Update 2009 was held on 21 May 2009 at the Hong Kong Convention and Exhibition Centre. See pages 35–36 for the ACRU 2009 photo gallery and pages 16-18 for the biographies of the speakers and the chairpersons involved.

ACRU is part of the Institute’s Enhanced Continuing Professional Development (ECPD) Programme. More information on forthcoming ECPD seminars is available on the Institute’s website: www.hkics.org.hk

(Left to right) Maria Kwan, Director, Professional Development, HKICS; Benjamin Cheuk, Director, Corporate Finance, SFC; Elise Leung, Consultant, Iu, Lai & Li; April Chan, HKICS Vice President; and Bernard Wu, Council Member, HKICS

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July 2009 16

Speakers cornerThe speakers Securities and Futures Commission

Benjamin Cheuk is the Director of

the Corporate Finance Division of the

Securities and Futures Commission

(SFC). He is a member of the

Takeovers team of the Division which

administers the Codes on Takeovers

and Mergers and Share Repurchases.

Mr Cheuk has more than 13 years

experience in the administration of

takeovers regulations. He was an

investment analyst before joining the

SFC in 1996.

Christina Choi is the Director of the

Investment Products Department of

the SFC. The Department is responsible

for the authorisation and ongoing

regulation of collective investment

schemes (unit trusts, mutual funds,

REITs, hedge funds, exchange traded

funds, etc) that are offered to the

Hong Kong public. Ms Choi is a

member of the SFC Committee on Unit

Trusts and the Committee on Real

Estate Investment Trusts. She is also

one of the SFC senior representatives

sitting on the CSRC QDII product

experts committee. Before joining the

SFC, Ms Choi was a Partner of the

corporate group of the international

law firm Clifford Chance.

Companies Registry

Kenneth Siu is the Business

Manager of the Companies

Registry. He is an Associate of the

Chartered Institute of Management

Accountants and the Hong Kong

Institute of Certified Public

Accountants. Mr Siu joined the

government in 1983 and was posted

to the Companies Registry in April

2007. He also worked in various

government departments, including

the Legal Aid Department; the then

Buildings and Lands Department;

the Social Welfare Department; the

then Finance Branch; the Treasury;

the then Education and Manpower

Bureau; and the Financial Services

and the Treasury Bureau. Mr Siu is

currently responsible for the financial

management of the Companies

Registry and the development and

management of the Registry’s IT

projects, such as the Integrated

Companies Registry Information

System.

Marianna Yu is the Deputy

Registry Manager (Registration)

of the Companies Registry and

is responsible for the overall

administration and management

of the Registration Division.

She is an Associate of the HKICS.

Ms Yu joined the government

in 1986 and was posted to the

Companies Registry in 1990. She

has worked in various sections and

divisions of the Registry, including

the Oversea Companies Section; the

Charges Section; the Administration

Section; the Public Search Section;

the Systems Administration Section;

and the Development Division.

Elizabeth Mo is the Deputy

Principal Solicitor of Companies Bill

Team of the Companies Registry.

She oversees one of the divisions

of the Companies Bill Team of

the Companies Ordinance rewrite

exercise. Ms Mo was formerly a

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July 2009 17

solicitor in private practice for over 20

years, initially working for an international

law firm and then running her own law

firm. She specialises in corporate, banking

and finance law. She is admitted as a

solicitor in Hong Kong, England and Wales,

Singapore and the Australian Capital

Territory. She is also a China-appointed

attesting officer and a notary public.

Hong Kong Exchanges and Clearing Ltd

Mark Dickens joined Hong Kong

Exchanges and Clearing Ltd in January

2009 and became the Exchange’s Head

of Listing and secretary to the Listing

Committee in March 2009. He has over 25

years of experience as a financial regulator

in Hong Kong and Australia. Before joining

the Exchange, he was the chief risk officer

of a Hong Kong-based fund management

firm and an adjunct professor of finance at

the Chinese University of Hong Kong. Prior

to that he held a number of positions at

the SFC – Executive Director, Supervision

of Markets Division (April 1999–March

2005); Executive Director, Enforcement

Division (January 1997–March 1999);

and Senior Director, Corporate Finance

Division (February 1991–December 1996).

Prior to that Mr Dickens was with the

Australian Securities Commission and its

predecessor, the National Companies and

Securities Commission, where his roles

included national managing director and

general counsel. Mr Dickens is a barrister

and solicitor of the Supreme Court of the

Australian Capital Territory, the High Court

of Australia and the Supreme Court of

Victoria, and a solicitor attorney and proctor

of the Supreme Court of New South Wales.

Christine Kan is a Senior Vice-President at

Hong Kong Exchanges and Clearing Ltd and

the Head of the Compliance and Monitoring

Department of the Listing Division. She first

joined the Exchange in October 1996 and

prior to taking up her current role in 2006,

she worked in various capacities in the

Listing Division, including IPO transaction

processing and the regulation of main

board and GEM listed issuers. Ms Kan also

worked for international public accounting

firms including KPMG and Ernst & Young.

Ms Kan is a Canadian qualified Chartered

Accountant.

Official Receiver’s Office

Jeremy Glen is the Assistant Official

Receiver (Legal Services)1 of the Official

Receiver's Office. He is a legal officer in the

government with experience in insolvency

law and land law through his appointments

to the Official Receiver’s Office and

the Lands Department. He is currently

responsible for legal advisory and court

work matters. Mr Glen was first posted

to the Official Receiver’s Office in 1986

and has been involved in insolvency work

both with the Official Receiver’s Office

and with the Law Reform Commission of

Hong Kong for 15 of the intervening 23

years. In 1990, he was seconded to the Law

Reform Commission to act as the Secretary

of the Commission’s Sub-committee on

Insolvency. He remained there for nine

years, involved in the preparation of the

Sub-committee’s Consultation Papers and

the Commission’s reports on bankruptcy,

corporate rescue, insolvent trading, and the

winding-up provisions of the Companies

Ordinance.

Therese Tsang is the Acting Assistant

Principal Solicitor of the Prosecution and

Directors' Disqualification Section (PDD

Section) of the Official Receiver's Office.

She joined the government in 1993 and

has worked in the Companies Registry and

the Lands Department. She was posted to

the Official Receiver's Office in 2002 and

since then has been working in the PDD

Section. Her main duties are to consider

and investigate complaints made against

directors of insolvent companies and, if

appropriate, to make applications to the

court for disqualification orders.

Cover story

July 2009 18

The chairpersonsSession I

Bernard Wu is the Director and

Head of Investment Banking, CSC

Asia Ltd, a subsidiary of Capital

Securities Corporation Group in

Taiwan. He is mainly responsible for

financial advisory services regarding

listing rules matters. Before joining

CSC Asia, he was the Director of

Corporate Finance and Equity Capital

Market, MasterLink Securities (Hong

Kong) Corporation Ltd. He has

more than 11 years of professional

experience in the company secretarial

field. Mr Wu is a Fellow and Council

member of the HKICS and a holder

of the Institute’s Practitioner’s

Endorsement.

Session II

Samantha Suen is a Fellow of

the HKICS and the ICSA in the UK.

She is the founding chairman of the

Institute’s Professional Services Panel

and the Anti-Money Laundering

Working Group. Ms Suen specialises

in professional corporate secretarial

services with more than 20 years of

experience in corporate governance,

administration and management. She

has held senior positions with several

major international accounting firms, a

law firm and a commercial organisation.

She was also a member of the Hong

Kong Inland Revenue Department Users'

Group.

Session III

April Chan is the Company Secretary

of CLP Holdings Ltd. Before joining

CLP, she worked in professional firms

and academic institutions in Hong

Kong and Australia. Mrs Chan has

extensive experience in company

secretarial practice and is instrumental

in developing and implementing the

framework of corporate governance

in CLP. She is a Fellow of the UK’s

ICSA and a Fellow of the HKICS. She

completed the Senior Executives

Course at Tsinghua University,

Beijing in 1997; the Leadership in

the Public Sector Programme run by

the HKSAR Government in 2000; and

the Programme for Management

Development at Harvard Business

School in 2001. Mrs Chan is currently

the Vice-President of the HKICS Council

and the Chairman of the Institute’s

Company Secretaries Panel. She is also

a holder of the Institute’s Practitioner’s

Endorsement and an active seminar

presenter on corporate governance in

Hong Kong.

Session IV

Susie Cheung is the General Counsel

and Company Secretary of the Hong

Kong Mortgage Corporation Ltd

(HKMC), which is wholly owned by the

government through the Exchange

Fund. Since joining the HKMC in 1997,

Susie has served as Company Secretary

to four successive financial secretaries

of Hong Kong, who, ex-officio, become

chairman of the HKMC’s board of

directors. Ms Cheung was elected a

Fellow of the ICSA and the HKICS in

2006. She is a HKICS council member

and the Vice-Chairman of the Institute’s

Professional Development Committee.

She is a co-convenor of the Asia-Pacific

Securitisation Association set up by

industry participants in Hong Kong to

promote the growth and interests of the

securitisation industry in Hong Kong,

China and the region as a whole.