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3 June 2015 | Hall 5G Hong Kong Convention and Exhibition Centre

HKILATHE HONG KONG INSTITUTEOF LANDSCAPE ARCHITECTS

香港園境師學會

HONG KONG BRANCH

Exclusive Media Sponsor

SPEAKERPROFILES

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CIO leaders summit 2015 Ad_Diligent_OP.pdf 1 15年5月7日 下午3:35

116th Annual Corporate and Regulatory Update (ACRU 2015)

16th Annual Corporate and Regulatory Update (ACRU 2015)

On behalf of The Hong Kong Institute of Chartered Secretaries (HKICS), may I welcome you all to the 16th Annual Corporate and Regulatory Update, or more commonly known as ‘ACRU’.

The business and regulatory environments faced by corporations and their boards are becoming more and more complex. Company secretaries, as persons of the heart of information and the ultimate guardian of governance, must keep abreast of the ever-changing regulatory landscape in order to help the board navigate their way through these challenging environments.

As a leading professional institute in governance in Hong Kong, HKICS is committed to providing opportunities for our members to constantly upgrade and enhance their technical and practical knowledge, especially in the governance and compliance fields. Therefore, each year, since 16 years ago, the HKICS gathers key regulators in Hong Kong to this unique platform to provide members with first-hand information on the latest corporate and regulatory developments. ACRU is the biggest annual event of the Institute and this year’s attendance has reached a record high of over 1,440 participants.

On behalf of the Institute, I would like to extend our most sincere gratitude to our co-sponsors, and they are: the Companies Registry, Hong Kong Exchanges and Clearing Limited, the Hong Kong Monetary Authority and the Securities and Futures Commission for their trust and staunch support in providing key representatives as speakers for this important event. Thank you for taking time out of your busy schedule to share information about the latest regulatory developments with our members and friends.

I would also like to thank our generous sponsors, and they are:

Platinum sponsor – Diligent; Gold sponsors – BoardPad, D-Law and Vistra; Exclusive Media sponsor – South China Morning Post Publishers Limited; and Silver sponsors – Boardroom Corporate Services, BoardVantage, CLP Holdings, Companies Registry, Ernst & Young, Intertrust, KPMG, Shun Tak Holdings, SW Corporate Services Group, TMF Hong Kong Limited and Tricor.

Also, we have a record high number of friendly supporting organisations this year and are grateful for their support.

May I also take this opportunity to thank the Institute Secretariat for months of preparation and organisation, our conference organiser Zenith Integrated Communications Limited, as well as the student helpers and staff of the Hong Kong Convention and Exhibition Centre here with us today. Your hard work is greatly appreciated.

Today’s programme commences with a presentation by Hong Kong Exchanges and Clearing Limited on the annual compliance update and other regulatory matters. The Securities and Future Commission will feature its corporate regulatory update. Following the lunch break, the Companies Registry will discuss common legal and operational issues under the Companies Ordinance as well as an update on its electronic services. Last but not least, Hong Kong Monetary Authority will update us with its efforts to create an effective resolution regime for financial institutions in Hong Kong.

I am proud to be here with our key regulators and over 1,400 professionals at this prominent annual conference. Thank you for your participation and I wish you all an enriching and enjoyable day.

Dr Maurice Ngai FCIS FCS(PE)PresidentThe Hong Kong Institute of Chartered Secretaries

PRESIDENT’S MESSAGE

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For 16 years running, the Annual Corporate and Regulatory Update (ACRU) has been an important annual event that brings company secretaries and regulators together to share information about

the latest regulatory developments. I would like to congratulate The Hong Kong Institute of Chartered Secretaries (HKICS) for consistently hosting a conference of such high calibre.

Keeping industry participants well informed of regulatory developments and the rationale behind our rule changes is crucial to the work of the Securities and Futures Commission. ACRU provides us with an effective platform to explain the essence of our supervisory approach and thereby fulfils a significant role in helping to improve overall standards in the market.

The recent focus on corporate governance has been centred on fostering a better corporate culture within companies. As I have said on various occasions, setting the tone at the top is critical to achieving this goal. Company secretaries act as internal compliance advisors and therefore are instrumental in acting as the conscience of their companies and ensuring that governance is benchmarked with industry best practices.

The bottom line is that good corporate conduct is as much driven by good behaviour as by rules and regulations. To this end, we have recently begun to take a more holistic approach to corporate behaviour. Boards of directors and senior management, including company secretaries, all share the responsibility to make sure that their companies go far beyond a box-ticking mindset when it comes to disclosure and compliance.

Together, regulators and industry participants have a key role to play in raising the bar for corporate behaviour, and this is more true than ever in the new regulatory landscape which emphases self-discipline. ACRU offers a valuable opportunity for constructive dialogue, and again HKICS’ continued efforts to make this possible is highly appreciated. I hope you find all of today’s sessions enjoyable and informative.

Carlson Tong, SBS, JPChairmanSecurities and Futures Commission

Raising the bar

Congratulatory Message

Time Programme Presenter(s)

8.45 am – 9.00 am Welcoming Speech Dr Maurice Ngai FCIS FCS(PE) President, HKICS

Session 1 Hong Kong Exchanges and Clearing Limited (HKEx)

9.00 am – 11.00 am Topic: Annual Compliance Update and other Regulatory Matters

Chair: Dr Maurice Ngai FCIS FCS(PE) President, HKICS

Ms Dion Wong Senior Vice President, Compliance and Monitoring, Listing Department, HKEx

Mr Steve Ong Senior Vice President & Head of Accounting Affairs, Listing Department, HKEx

11.00 am – 11.20 am Coffee Break

Session 2 Securities and Futures Commission (SFC)

11.20 am – 12.50 pm Topic: Corporate Regulatory Update

Chair: Mrs Natalia Seng FCIS FCS(PE) Past President, HKICS

Ms Gail HumphryesSenior Director, Corporate Finance, SFC

Mr Michael Duignan Senior Director, Corporate Finance, SFC

12.50 pm – 2.15 pm Break

2.20 pm – 2.30 pm Presentation of souvenirs to sponsors

Session 3 Companies Registry (CR)

2.30 pm – 4.30 pm Topics: Implementation of the new Companies Ordinance: Common Legal Issues

Implementation of the new Companies Ordinance: Operational Issues

An Update on Electronic Services of the Companies Registry: e-Registry and Company Search Mobile Service

Chair: Ms Edith Shih FCIS FCS(PE) Immediate Past President, HKICS

Mrs Karen Ho Deputy Principal Solicitor (Company Law Reform), CR

Miss Hilda Chang Deputy Registry Manager (Registration), CR

Miss Wendy MaDeputy Registry Manager (Development), CR

4.30 pm – 4.50 pm Coffee Break

Session 4 Hong Kong Monetary Authority (HKMA)

4.50 pm – 6.20 pm Topic: An Effort to Create an Effective Resolution Regime for Financial Institutions in Hong Kong

Chair: Mr Jack Chow FCIS FCS Chairman, Professional Development Committee, HKICS

Dr Martin Sprenger Head (Research & Development), Banking Policy Department, HKMA

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AGENDA

16th Annual Corporate and Regulatory Update (ACRU 2015)

SPEAKERPROFILES

4www.hkexgroup.com

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HKEx RMB FIC Conference 2015_AD (210x297) B.pdf 1 15年5月11日 下午3:48

SPEAKERPROFILES

516th Annual Corporate and Regulatory Update (ACRU 2015)

Session 1 – Hong Kong Exchanges and Clearing Limited

Ms Dion Wong is currently a Senior Vice President in the Compliance and Monitoring Team of the Listing Department. Before joining HKEx, Ms Wong worked for an international accounting firm in Hong Kong and was involved in audit and advisory work. She is a fellow member of the Hong Kong Institute of Certified Public Accountants.

Ms Dion Wong Senior Vice President, Compliance and Monitoring, Listing Department, HKEx

Mr Steve Ong is a Fellow of the HKICPA and the ICAEW. He is currently a Senior Vice President and Head of Accounting Affairs Team of the Listing Department. He is a Chartered Accountant with more than 25 years of experience and was previously the Head of the HKICPA’s Standard Setting Department responsible for Hong Kong’s standard setting activities covering financial reporting, auditing and assurance and professional ethics for accountants. He has worked with two major international accounting firms in London and Hong Kong and has a BSc (Hons) degree in Banking and International Finance from the London Cass Business School.

Mr Steve Ong Senior Vice President & Head of Accounting Affairs, Listing Department, HKEx

www.hkexgroup.com

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The Hong Kong Institute of Chartered Secretaries Prize will be awarded to a member or members who

substantial period.

to submit your nominations now!

The nomination deadline is Wednesday, 30 September 2015.

SPEAKERPROFILES

716th Annual Corporate and Regulatory Update (ACRU 2015)

Mr Michael Duignan has had a variety of roles within the regulatory spectrum. He worked at Special Compliance Office in the UK Inland Revenue before going to HM Treasury and advising Ministers on policy relating to exchanges and securities. He joined UK FSA in 2000 as Primary Markets Policy Manager where he had responsibility for Listing Rules policy and negotiated the Prospectus Directive in European Council on behalf of the UK, whilst working on various other European Directives. He chaired one of the CESR (now known as the European Securities and Markets Authority) groups advising the European Commission. He joined the Irish Stock Exchange in September 2008 as Head of Market Supervision, which was an interesting time in Irish markets. In 2012 he joined the Malta FSA and was responsible for supervision of firms, funds and trustees, and all securities and markets issues. He joined SFC in February 2014 as a Senior Director in Corporate Finance Division responsible for the dual filing and corporate regulation teams.

Mr Michael Duignan Senior Director, Corporate Finance, SFC

Ms Gail Humphryes Senior Director, Corporate Finance, SFC

Session 2 – Securities and Futures Commission

Ms Gail Humphryes is a Senior Director of the Corporate Finance Division of the Securities and Futures Commission and heads the Takeovers Team which is responsible for administering takeover and merger activities under the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs. Gail is a UK qualified barrister. Gail also holds a Master of Law specialising in corporate and securities law.

SPEAKERPROFILES

916th Annual Corporate and Regulatory Update (ACRU 2015)

Miss Wendy Ma Deputy Registry Manager (Development), CR

Miss Wendy Ma is the Deputy Registry Manager (Development) of the Companies Registry. She holds a degree of Bachelor of Arts in Accountancy.

Miss Ma has worked in the General Registration Section, Money Lenders Unit, Strategic Change Plan Study Team, New Companies Section and Customer Services Division of the Companies Registry. Miss Ma is now the officer-in-charge of the Development Division and is responsible for overseeing the operation of the Integrated Companies Registry Information System (ICRIS) and coordinating other development projects from the user perspective.

Mrs Karen Ho is the Deputy Principal Solicitor (Company Law Reform) of the Companies Registry and her main duty is to review and assist in any legislative amendments of the Companies Ordinance.

Mrs Karen Ho Deputy Principal Solicitor (Company Law Reform), CR

Miss Hilda Chang Deputy Registry Manager (Registration), CR

Miss Hilda Chang is a Deputy Registry Manager of the Companies Registry. She now works in the Registration Division and her main duty is to administer and manage the operation of the Division which is responsible for the registration of documents delivered under the Companies Ordinance.

Session 3 – Companies Registry

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Dr Martin Sprenger Head (Research & Development), Banking Policy Department, HKMA

Dr Martin Sprenger is heading the Policy Research and Development Division at the Hong Kong Monetary Authority since September 2011. Prior to his current position, he used to work in numerous risk management functions at the Swiss Financial Market Supervisory Authority (FINMA), and the Swiss Federal Banking Commission (EBK) as one of its preceding agencies, for overall more than 14 years, including a secondment at the Japanese Financial Services Agency in 2001 to 2002. During that time Martin Sprenger was mainly focusing on the Basel process, representing Switzerland in Basel Committee working groups and implementing Basel rules in Switzerland, with a particular emphasis on market risk. From 2009 to 2011, he was responsible for financial risk modeling in insurance supervision. During that period Switzerland has introduced the Swiss Solvency Test, an alternative to the European Union’s Solvency II capital adequacy framework. Martin Sprenger holds a PhD of the University of St. Gallen (Switzerland).

Session 4 – Hong Kong Monetary Authority

CHAIRPROFILES

1116th Annual Corporate and Regulatory Update (ACRU 2015)

Dr Maurice Ngai is the president of The Hong Kong Institute of Chartered Secretaries (HKICS), a member of Audit Committee and a member of each of Technical Consultation Panel, Professional Services Panel and China Working Group of HKICS. He is the chief executive officer of SW Corporate Services Group Limited (SWCS), a reputable corporate services provider specialising in company secretarial, compliance and corporate governance practices for both private and listed companies. Dr Ngai also serves on the boards of several major listed companies, including China Railway Group Limited and China Coal Energy Company Limited, as an independent non-executive director, advocating best corporate governance practices. He is a regular speaker on corporate governance subjects in Hong Kong and China. He is the author of a number of compliance and corporate governance publications, e.g. “Guidance Note on Disclosure of Inside Information” jointly published by SWCS and the Chamber of Hong Kong Listed Companies (CHKLC) in 2012, the Chapter author on “Corporate Governance for SMEs: Knowledge and Operational Requirements” of the booklet “Corporate Governance Handbook for SMEs 2014” published by CHKLC and a co-author of “IPO Handbook for Hong Kong 2015” published by Asian Legal Business and Thomson Reuters. For community services, he is a member of Working Group on Professional Services under the Economic Development Commission led by the Chief Executive of Hong Kong SAR Government, a member of Qualification and Examinations Board of Hong Kong Institute of Certified Public Accountants and the adjunct law professor of Hong Kong Shue Yan University. Prior to taking up HKICS presidency, he had been a Council member and vice president of HKICS for many years, serving in its various committees, panels and working groups as a chairman, vice chairman as well as member and involved in its development and growth in Hong Kong, China and internationally. He was instrumental to the setting up of its Affiliated Persons Programme, which had driven the HKICS’s remarkable development in China in the past decade.

Maurice graduated in law. Maurice was admitted as an Associate of Institute of Chartered Secretaries and Administrators (ICSA) in 1990 and elected Fellow of the ICSA and the HKICS in 2000 and a fellow of The Hong Kong Institute of Directors and a member of Hong Kong Securities and Investment Institute. He has a Doctorate in Philosophy (Finance), a Master in Corporate Finance and a Master in Business Administration. He is also a member of the Hong Kong Institute of Certified Public Accountants and a fellow of Association of Chartered Certified Accountants in the United Kingdom.

Mrs Natalia Seng is Chief Executive Officer – China & Hong Kong of Tricor Group and an Executive Director of Tricor Services Limited. She leads the strategic development and management of Tricor’s operations in China and Hong Kong. Mrs Seng has been in the founding team of the Company Secretarial Practice of Ernst & Young in Hong Kong for 20 years before the practice is sold to Tricor Group. Her professional practice area covers business advisory, corporate governance, fiduciary services and regulatory compliance.

Mrs Seng is a Chartered Secretary, a Past President and retired Council Member of The Hong Kong Institute of Chartered Secretaries (“HKICS”) and a retired Council Member of The Institute of Chartered Secretaries and Administrators in the United Kingdom (“ICSA”).

Mrs Seng has been appointed by government as a lay member to the Council of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) from December 2013 to November 2015. She holds a Master’s degree in Business Administration (Executive) from City University of Hong Kong.

She is also a Fellow of The Taxation Institute of Hong Kong (“TIHK”) and The Hong Kong Institute of Directors (“HKIoD”) and an appointed member of the Inland Revenue Department Users Group since 2009.

Dr Maurice Ngai FCIS FCS(PE) President, HKICS

Mrs Natalia Seng FCIS FCS(PE) Past President, HKICS

arranged in order of appearance

CHAIRPROFILES

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Mr Jack Chow is currently the Managing Director (Private Equities) of VMS Investment Group. Prior to joining VMS Investment Group, he was the Partner in charge of one of the three audit groups of KPMG China in Hong Kong.

Jack has extensive experience in assisting Chinese companies in raising funds on Hong Kong and overseas stock exchanges. He has an in-depth knowledge of the different accounting standards and business regulations in the Mainland and Hong Kong and the listing requirements in the Mainland, Hong Kong, Singapore, London and the US. He advises companies on group restructuring arrangements and leads due diligence exercises in connection with mergers and acquisitions. Jack has developed very good relationships with central and provincial government bodies in the Mainland.

Jack was admitted as an Associate of the ICSA in 1987 and elected as Fellow of the ICSA and the Institute in 2009. He has actively participated in the Institute’s ECPD seminars organised in Hong Kong and the Mainland. Jack was first elected to the Council of the Institute in 2009 and is currently the Chairman of the Professional Development Committee.

Jack is the Chairman of Mainland Development Strategies Advisory Panel of the Hong Kong Institute of Certified Public Accountants and a member of its Registration and Practice Committee. He is also a Fellow member of the Association of Chartered Certified Accountants.

Jack is an Adjunct Professor of the Hong Kong Polytechnic University; he speaks regularly in seminars on issues relating to corporate governance and restructuring. He is also an appointed manager and supervisor of a number of primary and secondary schools in Hong Kong. He is the Chairman of Qi Chuang (Hong Kong) Social Network which provides social services through some 20 centers in the Guangdong region.

Jack Chow Chairman, Professional Development Committee, HKICS

Ms Edith Shih is the Head Group General Counsel and Company Secretary of Hutchison Whampoa Limited where she heads up a team of over 280 legal counsel and 60 corporate secretarial executives, stationed in 60 offices in 21 countries, overseeing all legal, regulatory, compliance and corporate secretarial affairs of the Hutchison Group.

Ms Shih holds a Bachelor of Science degree and a Master of Arts degree from the University of the Philippines and Master of Arts and Master of Education degrees from Columbia University, New York. She is qualified to practise law in England and Wales, Hong Kong, and Victoria, Australia. She is in addition a Fellow of The Hong Kong Institute of Chartered Secretaries (HKICS) and The Institute of Chartered Secretaries & Administrators. She also holds a Practitioner’s Endorsement issued by HKICS. In addition to numerous legal counsel awards, Shih is also the recipient of the Asian Company Secretary of the Year Award of Corporate Governance Asia for 2013 and 2014.

Ms Shih is the Immediate Past President of HKICS and the Vice President and Executive Committee member of ICSA. She is the Chairman of the Company Secretaries Panel since 2012 and a Council Member of HKICS since 2008. She is currently also a Council Member and General Management Committee Member of the Hong Kong Management Association and a Member and Convener of one of the Financial Reporting Review Panels of the Financial Reporting Council. In addition she is a Member of the Audit Professional Reform Advisory Group, the Governance Committee and the Remuneration Committee of the Hong Kong Institute of Certified Public Accountants. She was a Member of the Standing Committee on Company Law Reform from 2007-2012, a Member of the Listing committee of The Stock Exchange of Hong Kong Limited from 2009-2012 and a Council Member of the Hong Kong Institute of Certified Public Accountants from 2007-2013.

Ms Edith Shih FCIS FCS(PE) Immediate Past President, HKICS

HKICS would like to extend our special appreciation to all speakers, panel chairs, sponsors, supporting organisations, delegates, and all those who have helped in the organisation of the ACRU 2015.

Co-Sponsors Platinum Sponsor

Gold Sponsors

Silver Sponsors

The Hong Kong Institute of Chartered Secretaries 香港特許秘書公會

The Hong Kong Institute of Chartered Secretaries (HKICS) is an

independent professional body dedicated to the promotion of its

members’ role in the formulation and effective implementation

of good governance policies as well as the development of the

profession of Chartered Secretary in Hong Kong and throughout

Mainland China.

HKICS was first established in 1949 as an association of Hong

Kong members of the Institute of Chartered Secretaries and

Administrators (ICSA) of London. It became a branch of ICSA in

1990 before gaining local status in 1994.

HKICS is a founder member of Corporate Secretaries International

Association (CSIA) which was established in March 2010 in

Geneva, Switzerland to give a global voice to corporate secretaries

and governance professionals.

HKICS today has over 5,800 members and 3,200 students.

香港特許秘書公會

(于香港註册成立的担保有限公司)

香港特许秘书公会 (公会) 是一个独立专业团体，一直

致力於订定与执行良好公司治理政策方面，在香港以

至全中国各地提升会员所担当的角色，同时推动「特

许秘书」专业的发展。

公会於1949年成立，最初为设立在英国伦敦的特许秘

书及行政人员公会 (ICSA) 的属会，於1990年成为ICSA的香港分会，并於1994年在香港正式註册成为独立专

业团体。

公会亦是公司秘书国际联合会 (CSIA) 的创会成员，

CSIA 於2010 年3 月於瑞士日内瓦成立，在国际上代

表全球公司秘书和管治专业人士发声。

公会现今拥有超过5,800名会员及3,200名学员。

(Incorporated in Hong Kong with limited liability by guarantee)

香港特許秘書公會(于香港註册成立的担保有限公司)

Exclusive Media Sponsor

The Hong Kong Institute of Chartered Secretaries 香港特許秘書公會

(Incorporated in Hong Kong with limited liability by guarantee)

Hong Kong Office3/F, Hong Kong Diamond Exchange Building, 8 Duddell Street, Central, Hong KongTel: (852) 2881 6177 Fax: (852) 2881 5050Email: ask@hkics.org.hk Website: www.hkics.org.hk

Beijing Representative OfficeRm. 15A04, 15A/F, Dacheng Tower, No.127 Xuanwumen West Street, Xicheng District, Beijing, China PRC 100031Tel: (8610) 6641 9368 Fax: (8610) 6641 9078Email: bro@hkics.org.hk Website: www.hkics.org.cn

© The Hong Kong Institute of Chartered Secretaries