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Since the 1990s, Hong Kong has been working hard to improve its corporate governance system. Although a common law jurisdiction, its stock market differs from the NYSE and LSE, as there has always been a large concentration of ownership which brings a set of different agency problems, namely expropriation of minority interests rather than managerial abuses. But at the same time, there is an increasing number of mainland state-owned enterprises (SOEs) in the market which brings all types of agency problems, namely managerial abuses, expropriation of minority interest, and the failure to pursue shareholder value maximization. To add to the complication, 85 percent of the listed companies are not incorporated in Hong Kong, which means that many provisions in the Companies Ordinance do not apply. Thus, the regulators including the exchange and the Securities and Futures Commission (SFC) have to think outside the box to come up with effective measures to improve corporate governance. By and large, they have succeeded in crafting a system that is comparable to the international standards. However, room for further improvement remains in the effective enforcement of those standards.
Intermediate Examination Paper from the year 2009 in the subject Business economics - Miscellaneous, grade: 1,2, University of St Andrews, language: English, abstract: Corporate Governance (CG) has always been a critically viewed topic and is being increasingly discussed after the Enron and WorldCom scandals, which had a worldwide outreach (Petra, 2006, p. 107) or major cases of poor corporate governance in Asia such as the Peregrine or the CA Pacific Securities Case in the 1990s. On this account, stricter rules have been introduced and existing regulations were re-examined in many markets in order to restore the public confidence in corporate governance systems and the transparency and accountability of organisations. The corporate governance system in Hong Kong is characterised by unique features differing from the Anglo-American framework. The extensive amount of family-controlled companies and mainland firms would suggest a deficient corporate governance system. In spite of this, a study by Nan, Kang and Kim (1999) comparing corporate governance among Asian economies indicated that Hong Kong has significantly higher corporate governance standards and equally more sophisticated legal systems governing the protection of property rights than other countries in that area. As regard to the structure of this coursework, initially, the general theoretic foundations of corporate governance are explained in chapter two. Thereafter, the specifics of the market in Hong Kong will be examined, comparing the development of global corporate governance to the development in Hong Kong. It is also explained why transplanted British and American laws and regulations seem ineffective. Chapter 4.1 then analyses the composition of shareholders in Hong Kong, answering the question as to why there is only a small number of minority shareholders actively participating in corporate governance. In chapter 4.2, it will be discussed whether minority shareholders are successful in confronti
With the Stock Exchange of Hong Kong’s Listing Rules being subject to constant review and revision, the author offers important updates on amendments and fresh regulations introduced since the first edition. Beginning with the basics – What is a public company? What is a stock exchange? Hong Kong Listed Companies: Law & Practice 2nd Edition works its way methodically through the SEHK’s many provisions for regulation and compliance. It is a volume of depth and substance which sets the standard for financial industry reference books. Key Benefits For participants and stakeholders engaged in stock market activities, this second edition of Hong Kong Listed Companies: Law & Practice 2nd Edition is an essential companion, providing the ultimate guide with regard to the Stock Exchange of Hong Kong’s (SEHK) exhaustive regulatory regime. Easy to follow, with information presented in logical order and plain language, this publication, expertly updated by experienced corporate finance lawyer Julia Charlton serves as an invaluable guide for seasoned practitioners, in-house counsel, chartered governance professional, accountants, other practitioners and students who require an understanding of the legal background and practical application of the rules and legislation that apply to listed companies. Other benefits included but not limited to: - Reduces time wastage and increases productivity by serving as a step-by-step guide to the understanding of the Listing Rules, the Securities and Futures Ordinance and the Companies Ordinance - Provides concise commentary on the law to aid readers in determining the best approach to adopt in line with their business needs - Case studies, diagrams, flow charts ease the company secretary’s day-to-day workflow, by illustrating the rules and giving examples of their application. Key Features The new 2nd Edition delivers more than 400 pages of new, and up-to-date commentary in relation to the Hong Kong Listing Rules: - These include but not limited to extensive changes to the sponsor regulatory regime introduced in 2013 and the major listing reforms in 2018 which added three new chapters (Chapter 8A, 18C and 19A) to the listing rules aimed at attracting the listing of Pre-revenue Biotech and Innovative Companies, including those with Weighted Voting Rights (WVR) structures and providing a new secondary listing route for companies primary listed on certain Qualifying Exchanges. - More recent listing reforms in 2021 – covering the listing regime for overseas issuers, Special Purpose Acquisition Companies (SPAC), the SEHK’s new Corporate Governance Code and the new requirements in relation to Environmental, Social and Governance (ESG) – are also highlighted. - How to handle ongoing obligations on listed companies under the Listing Rules. - Ongoing obligations on listed companies and their shareholders under other legislation, primarily the Securities and Futures Ordinance Cap. 671 (such as market misconduct, insider dealing, disclosure of interests).
"Hong Kong is a global metropolitan city and a former British colony. Beneath its modern outlook and Western influences, many inhabitants of Hong Kong with Chinese ancestry still held on to traditional Chinese values and customs. As such, it would be a mistake to think that the laws transplanted from Britain to Hong Kong have been unproblematic. Then again, this does not mean that the local Chinese reject or oppose the transplanted laws outright. Rather, the differences in the value systems embedded in the laws and the local Chinese culture have created some ideological tensions. Such is the case for the directors of Chinese family wholly owned and operated companies in the territory. Whilst the transplanted British company laws might suit non-family and public companies with diverse share ownership structure, this is not the case for Chinese family companies. Instead, directors of these types of compliance comply with a normative order emanating from Chinese values and norms rooted in Confucianism. Yet the incongruences between legal duties and Chinese norms mean that it is not simply a matter of amending the law to incorporate the Chinese values because the divide between the two is impossible to bridge. This book not only examines why the transplanted directors' duties are inappropriate for these companies, it recommends that a separate self-regulated regime for Chinese family companies should be established. Critics might argue that this gap in corporate governance regulation had not created upheavals in Hong Kong, so there is no urgency in changing status quo. But if we look closer the lack of regulation for Chinese family companies had not been trouble free as a growing number of cases have shown that it has adversely affected the workings of these companies. Governance problems usually emerge when tensions within families are unresolved, and in the worst-case scenario, fen jia (division of assets leading to liquidation) occurs. Given that Hong Kong has an estimated half a million Chinese family companies, this regulatory oversight could negatively impact on the territory's spirit of entrepreneurialism. Therefore, this monograph advocates that the informal network of Chinese family businesses should band together and adapt Chinese value system to resolve an essentially Chinese regulatory problem." -- book cover.
Corporate governance around the world continues to develop rapidly and this new edition has been extensively rewritten to reflect these changes. The global financial crisis has led to a whole host of changes in corporate governance requirements, which are analysed by Bob Tricker.
In 2003, the Asian Roundtable on Corporate Governance produced recommendations to improve corporate governance in Asia. This report summarises the results of a stocktaking exercise to determine progress made to date and the challenges remaining in the implementation of these recommendations.
Using detailed case studies of the first nine mainland Chinese companies to be listed on the Hong Kong stock exchange (1993 94), Alice de Jonge examines the evolution of corporate governance law and culture in China s H-share market. A story emerges not of tensions between ideas of corporate governance from two different legal systems Hong Kong vs. mainland Chinese nor about legal convergence as China adopts concepts from Anglo-American jurisdictions. Rather, it is a story of individual firms being pragmatic in mediating the different agendas of state-agencies that own or control them. Corporate Governance and China s H-Share Market looks at corporate governance in a cross-border context is unique in providing a detailed understanding of China s H-share market reveals why a beer company was the first ever Chinese firm to be listed overseas. This fascinating work will appeal to postgraduate students and scholars of corporate governance, Asian law and legal systems and Asian business, as well as Chinese scholars more generally. Professionals such as law practitioners working in Chinese law will also find the book of interest.