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Cover storyCover story
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
Cover storyCover story
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
Cover storyCover story
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
Cover story
July 2009 10
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
Cover story
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)
Cover story
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
Cover story
July 2009 14
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
Cover story
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
Cover story
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
Cover story
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.