Share This: Hot Trends Getting ready for AGM (Part 1) -HK Voting Policy Guidelines 2018 (ISS and Glass Lewis) Influential reports of proxy advisors, widely followed by institutional investors Little changed from previous year generally Main change affects PRC companies — more stringent approach in considering Articles amendment to add “Communist Party Committees” Key […]
Share This: Top stories Directors’ duties as HKEX enforcement focus (i) HKEX published its Enforcement Newsletter, covering full-year 2017. (Click: full report) Directors’ duties are the main enforcement focus. Other important areas, as reflected in enforcement statistics, are: inaccurate/incomplete/misleading disclosure in corporate communications, and failure to comply with procedural requirements regarding notifiable/connected transactions. The […]
Share This: Top stories HKEX review: annual reports + annual review of Connected Transactions HKEX published a report on its review of issuers’ annual reports for year 2016. Regarding “annual review of continuing connected transactions” by independent directors, HKEX gave very useful examples of internal controls procedures that should be in place, and the […]
Share This: Top stories SFC issued new Guidance Note on co-operation A new Guidance Note on Co-operation with the SFC was issued, replacing a 2006 version (Click: press release; full report; FQ+A). Our focus is on the new section regarding proceedings in civil courts (s.213, 214 of the Securities and Futures Ordinance (“SFO”), and […]
Share This: Top stories HKEX consultation: Corporate Governance Code HKEX published a consultation paper on “Review of the Corporate Governance Code And Related Listing Rules”. (Click: full report, press release). Its focus is on independent directors (“INEDs”), including greater transparency and accountability in the nomination process, strengthening the independence criteria, and promoting board diversity. […]
Share This: Top stories HKEX reviewed 2016 annual reports HKEX published “Analysis of Corporate Governance Practice Disclosure in 2016 Annual Reports”, reviewing issuers’ compliance with the Corporate Governance Code and Corporate Governance Report (together as “the Code”). (Click: full report, press release). This follows previous reviews in 2015 (for 2014 annual reports), and 2016 […]
Share This: Top stories New COSO ERM Framework The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) published a new framework – “Enterprise Risk Management—Aligning Risk With Strategy and Performance”, updating its widely-followed “Enterprise Risk Management (“ERM”) — Integrated Framework” (2004). A key theme is to better “integrate” risk management. As reflected in […]
Share This: Top stories Competition Commission’s second case Following its first case in March (against IT companies for “bid-rigging”), the Competition Commission initiated its second case in the Competition Tribunal — this time against 10 construction and engineering companies for “market sharing” and “price fixing” regarding renovation services at a public rental housing estate […]
Share This: Top stories SFC intervenes at early stage in serious corporate cases The first SFC Regulatory Bulletin: Listed Corporations (Click: full report; press release) This series of bulletins provides guidance on how the SFC performs some functions under the regulatory framework, in relation to listed corporations and listing. The first issue explains that […]
Share This: Top stories Largest disgorgement order for disclosing false information (SFC press release; full Market Misconduct Tribunal (“MMT”) report Part 1 ; Part 2) What you should know: Nature of market misconduct: “accounting fraud” in published audited accounts and results announcements (“disclosing false or misleading information inducing transactions”, s.277(1), Securities and Futures Ordinance) Background: in […]
