Corporate governance publications
Study reports and practice guidance
The study reports and practice guidance published so far are as follows:
- Report on Improving Corporate Governance in Hong Kong (2017)
- A Guide on Better Corporate Governance Disclosure (2014)
- Defining and Developing an Effective Code of Conduct for Organizations (2008)
- Internal Control and Risk Management - A Basic Framework (2005)
- Corporate Governance for Public Bodies - A Basic Framework (2004)
- A Guide for Effective Audit Committee (2002)
- Corporate Governance Disclosure in Annual Reports - A Guide to Current Requirements and Recommendations for Enhancement (2001)
- Directors' Remuneration - Recommendations for Enhaced Transparency and Accountability (1999)
- A Guide for Directors' Business Review in the Annual Report (1998)
- A Guide for the Formation of an Audit Committee (1997) [superseded by Guide for Effective Audit Committees issued in 2002]
- Second Report of the Corporate Governance Working Group (1997)
- First Report of the Working Group on Corporate Governance (1995)
Report on Improving Corporate Governance in Hong Kong (2017)
The Institute undertook a substantial, two-year project on the corporate governance (CG) of Hong Kong's capital market, commissioning independent consultants (Mr. Syren Johnstone and Prof. Say H. Goo of HKU's Asian Institute of International Financial Law) to carry out an extensive comparative study on the CG laws, regulations, practices and culture in five relevant markets, namely, the United States, the United Kingdom, Mainland China, Singapore and Hong Kong. The two overarching themes of the study were: (1) shareholder rights, remedies and protections; and (ii) the regulation of overseas companies, and the ultimate objective was to identify and address any gaps in the CG framework in Hong Kong, with a view to improving the long-term competitiveness and attractiveness of the Hong Kong capital market.
The study found that, with the CG developments over the past two decades, in many areas, Hong Kong is aligned with other advanced markets. However, looking at developments elsewhere, there are some areas where the CG framework could be enhanced. The report makes, in all, 28 wide-ranging recommendations, covering three categories, namely (i) the Board, (ii) Enforcement, and (iii) CG Architecture and Policy. Key recommendations include strengthening the role of independent non-executive directors and holding boards more accountable to shareholders; bringing various disclosures within the ambit of the Securities and Futures Ordinance provisions on giving false or misleading information to regulators and refining the powers of the regulators to regulate in relation to breaches of the listing rules; establishing a high-level CG policy unit within the government or a regulatory agency; and facilitating cross-border enforcement of civil judgments relating to the securities market.
A Guide on Better Corporate Governance Disclosure (2014)
This guide is an on-line document which will be supplemented and updated on a continuing basis. Its main aim is to encourage meaningful corporate governance disclosures by Hong Kong-listed companies, under the revised Corporate Governance Code of the stock exchange listing rules, which took effect in 2012. It may also be of value to other companies and organisations that wish to enhance their corporate governance disclosures for the benefit of their stakeholders.
This guide was originally produced by the International Federation of Accountants (IFAC). Acknowledging its value to listed companies, public interest and other organizations, the Institute, together with Hong Kong Exchanges and Clearing Limited, the Hong Kong Institute of Directors and the Hong Kong Ethics Development Centre, Independent Commission Against Corruption republished the guide with the addition of an explanatory foreword by the four bodies.
The guide is designed to assist professional accountants, and the organizations in which they work, to develop a code of conduct of their own or to improve an existing code. While it does not aim to provide detailed and prescriptive terms that are applicable to all organizations, it sets out key principles and general guidance that should help all types of organization to develop a more detailed code of conduct that takes account of their own individual circumstances.
This guide provides a basic conceptual framework, general principles and recommendations for a system of internal control and risk management. It also outlines the responsibilities of the board and senior management in this regard, and role that other parties, such as the audit committee and internal auditors, can play. It should help listed companies to understand and fulfil the requirements on internal controls contained in the revised Code on Corporate Governance Practices and the disclosure requirements of the new Corporate Governance Report (Appendices 14 and 23 of the Main Board and 15 and 16 of the GEM Listing Rules, respectively).
The guide also emphasises that establishing effective internal controls should not be seen as an exercise in compliance but is about putting in place processes that will help a business to achieve its corporate objectives and to identify, assess and manage the significant risks that could otherwise prevent it from doing so. It is also a question of being more transparent and accountable to shareholders and other stakeholders about how the business is being run.
In producing this guide, the Institute has looked at conditions in Hong Kong and has drawn on important international benchmarks in this field, such as the report published in the U.S. by the Committee of Sponsoring Organizations of the Treadway Commission, commonly known as COSO, and the Turnbull Guidance, which forms part of the U.K. Combined Code on Corporate Governance.
While the guide is not intended to be exhaustive or prescriptive in nature, the Institute believes that the principles and recommendations contained therein will provide a useful reference for listed and group companies, as well as other companies that aim to implement or enhance their system of internal control.
This publication provides extensive guidance on corporate governance for public sector organizations. It outlines a basic framework of corporate governance principles and recommended best practices for such organizations to adopt, as appropriate.
The guide aims to assist governing boards, councils and management of public sector bodies to establish and maintain a clear focus on performance, transparency and accountability. It identifies certain fundamental principles expected of an organization, namely, openness, integrity and accountability, and key personal qualities required of governing board members, namely, selflessness, integrity, objectivity, accountability, openness, honesty and leadership, and applied these principles and qualities to four dimensions of the governance of public sector organizations:
|Standards of behaviour|
|Organizational structures and processes|
|Risk management and control|
|Accountability, reporting and disclosure|
The guide draws reference from important overseas studies to provide a set of recommendations that are suitable for the public sector environment in Hong Kong. It should be applicable to most types of organizations in the public sector, and the recommendations contained therein can be tailored to the circumstances of individual organizations, depending on their size, complexity and resources.
The guide updates and supersedes the first guide, "A Guide for the Formation of an Audit Committee," published in late 1997. This guide emphasises effectiveness and focuses on how an audit committee can best achieve its objectives and strengthen its operation. It addresses areas such as the committee's role, composition, relationships and procedures and practices.
Reference is made to the guide by the Stock Exchange of Hong Kong in the Code of Corporate Governance Practices (Appendix 14 of the Main Board Listing Rules and Appendix 15 of the Growth Enterprise Market Listing Rules) as further guidance on the role and duties of an audit committee.
The guide provided practical guidance and examples of corporate governance disclosures that would fulfil the regulatory requirements at that time in Hong Kong. It also included additional recommended disclosures that went beyond the then current rules and regulations and provided illustrations and examples to show how such voluntary disclosures might be presented.
Hard copies of the following study reports are available. Please direct your request to the specialist practices department by email: firstname.lastname@example.org or by fax: 2865-6603 / 2865-6776.
The publication provided further recommendations for enhancing transparency and accountability in relation to directors' remuneration. It also documented a comparative study on the disclosure requirements of directors' remuneration, covering Hong Kong and other principal financial markets, including the U.S., the U.K., Singapore and Australia.
The guide proposed a comprehensive framework for directors to discuss and analyse business performance, to enable investors and users of annual reports to improve their understanding of past performance with a view to enhancing their assessment of the future potential of the business.
The key recommendations were for the board to set up an audit committee with written terms of reference dealing clearly with the audit committee's authority and duties. The guide also provided a basic model for the formation and composition of an audit committee (covering the structure, responsibilities and line of reporting), which companies should adopt having regard to their individual needs and circumstances.
The Stock Exchange of Hong Kong formally endorsed the establishment of audit committees by listed companies in 1998 by including the establishment of audit committees as part of its "Code of Best Practice." Reference was made to the guide by the exchange as further information for the purpose of complying with the requirements of the code.
The Second Report contained the results of a detailed statistical survey of information disclosed on directors, shareholders and audit committees, as contained in the annual reports of listed companies in Hong Kong. The results of the survey also served to provide a factual basis for the further development and implementation of a number of the proposals made in the first study report.
The First Report contained 19 recommendations for improved corporate governance standards and practices, covering broadly the role and responsibilities of the board of directors, financial reporting and audit and accounting, and observations relating to disclosures and corporate governance.