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SFST's speech at the Asia-Pacific Corporate Governance
Conference (English only)

    Following is a speech by the Secretary for Financial Services and the Treasury, Mr Frederick Ma, at the Asia-Pacific Corporate Governance Conference today (August 25):

Corporate Governance in Hong Kong

Distinguished guests, ladies and gentlemen,

     Good morning.  It is my pleasure to have this opportunity to speak to you at the Asia-Pacific Corporate Governance Conference.  No doubt the conference provides an excellent opportunity for distinguished scholars, corporate executives, and professionals from the Asia-Pacific region to share insights on how best the corporate governance regime can be further enhanced in the light of international developments.  It also helps to encourage greater co-operation and partnerships among different stakeholders in upholding high corporate governance standard.  

     Corporate governance is the foundation of our capital market and one of the key elements in maintaining investor confidence. Markets with good corporate governance standards attract quality issuers to come and to raise capital, and that companies with good corporate governance standards attract investors. Hong Kong's success as an international financial centre to a considerable extent hinges on the concerted efforts we have made in the past to enhance our corporate governance regime.  Corporate governance has always been high on my policy agenda.  How important is corporate governance to Hong Kong? It is so important that I broke off my vacation leave in order to participate in this important conference.

     Hong Kong is widely recognised as both an international financial centre as well as a premier capital formation centre for the Mainland, which is one of the fast-growing major economies in the world.  Our stock market is one of the world's top 10 stock markets, with a market capitalisation of more than HK$ 7,200 billion as at the end of July, 2005.  Since the introduction of H-shares in 1993, Mainland enterprises have raised more than HK$970 billion in Hong Kong.  As at the end of June, 2005, 311 Mainland enterprises with a total market capitalisation of about HK$2,200 billion have been listed here.  In June, 2005, alone, the newly-listed companies, including three Mainland mega-enterprises, raised more than HK$53 billion - a record monthly figure.  

     Why have so many enterprises sought listing in Hong Kong?  A key factor is that investors have confidence in the quality of our market, and are willing to invest in the enterprises listed here.  This, in turn, attracts quality enterprises to come to raise capital.  In fact, 35% to 40% of the total trading volume of our markets in the past three years came from overseas investors, including well-established large-scale international institutional investors which have profound knowledge in the regulatory systems and standards of different major financial markets and a lot of expertise in analysing and assessing the quality and potential of listed corporations. The fact that these investors actively participate in our financial markets is testimony to our robust regulatory regime and good corporate governance standard.

Corporate Governance Action Plan

     In recognition of the importance of good corporate governance, considerable efforts have been devoted by various parties in the past few years to ensure that our corporate governance regime is on a par with the best international practices.  In 2003, I, together with our market regulators, the Securities and Futures Commission (SFC) and the Hong Kong Exchanges and Clearing Limited (HKEx) drew up an Action Plan to identify priority areas, assign ownership and devise a timeframe for implementation.  As a result of the collective and concerted efforts made by relevant stakeholders including directors, company executives, auditors, Government and regulators, shareholders, professional bodies, the academia and the business community at large, Hong Kong now has -

(a)  An enhanced corporate governance regulatory regime;

(b)  An investing public with greater awareness of the benefits of corporate governance; and

(c)  A pool of directors, accountants and company secretaries dedicated to improving corporate governance.

     Hong Kong's progress on the corporate governance front is well recognised by bodies such as the International Monetary Fund (IMF), which in its 2004 report, commended Hong Kong for its corporate governance improvements.    

     The Action Plan helps to promote Hong Kong's corporate governance under the "three Es", namely, (a) Enhancing the Regulatory Regime; (b) Equipping Directors; and (c) Empowering Shareholders.  

(i)  First E - Enhancing the Regulatory Regime

     Our major task under the first "E" is to enhance our regulatory regime to underpin the corporate governance culture and to act as the gatekeeper in maintaining a fair and orderly market.  On this front, the Securities and Futures Ordinance (SFO) has been rolled out to modernize our securities regulations and move us firmly into a disclosure-based regime.  It renders the filing and disclosure of false or misleading listing documents and materials a criminal offence.  As most, if not all, of you here will agree, transparency is an essential ingredient of good corporate governance.  Besides, the SFO provides SFC with enhanced powers to obtain explanations and documents from people relating to listed companies, such as banks, auditors and transaction counterparts.  All these have enabled the SFC to combat corporate misconduct more effectively, and provide a level-playing field among market participants.

     Auditors play a watchdog function by ensuring that the financial accounts give a "true and fair" view of a company and alerting the investing public to any irregularities therein.  It is thus of great importance to maintain a proper public oversight of the accounting profession.  The Professional Accountants (Amendment) Ordinance 2004 was enacted to provide for the opening up of the governance body and disciplinary system of the Hong Kong Institute of Certified Public Accountants, the regulatory body of the profession in Hong Kong.  More lay persons have been appointed to the council as well as the Investigation and Disciplinary Panels of the Institute to enhance their independence and transparency in operation.

(ii)  Second E - Equipping Directors

     Good corporate governance starts from the boardroom of a company.  Directors are responsible for overseeing the affairs and activities of a company and thus should be equipped to discharge their duties diligently and responsibly.  The Standing Committee on Company Law Reform, our adviser on company law matters, has drawn up a set of Guidelines of Directors' Duties to enhance the awareness of directors' obligations.  The guidelines set out the general principles of directors' duties, including acting in good faith for the company's benefit; exercising care, skill and diligence; and avoiding conflict of interests.  In parallel with the committee's efforts, our Listing Rules have also been amended to introduce improvement measures, such as an increase in the minimum number of independent non-executive directors (INEDs) from two to three, with at least one having appropriate professional qualifications or accounting or related financial management expertise.

(iii)  Third E - Empowering Shareholders

     Shareholders, by definition, are owners of their company.  They have legitimate rights to say how the company should be run. Schedule 3 to the Companies (Amendment) Ordinance 2004 has become operative in July, 2005, to provide an avenue for shareholders to take statutory derivative action on behalf of a company against, say, directors or management on expropriation or other wrongs done.  The court is also now given power to award damages to shareholders whose interests have been unfairly prejudiced.  All these new measures aim to empower investors in exercising their rights over company affairs, and thus afford them better protection.

Corporate Governance Roadmap

     Of course, there is no room for complacency and, in this fast-developing world, we must continue to be vigilant of new challenges and keep up our improvement efforts.  Building on the past achievements, we will pursue various corporate governance initiatives through a three-C approach - strengthening compliance, promoting corporate governance culture and enhancing collaboration.

(i) First C - Compliance

     With a view to strengthening compliance, we will continue with our efforts to enhance the regulatory framework.  We are spearheading two important legislative amendment exercises -

(a)  Firstly, to give statutory backing to major listing requirements such as disclosure of price-sensitive information, financial reporting and other periodic disclosure, and shareholders' approval for certain notifiable transactions.  These legislative amendments, when enacted, will further enhance the standard of corporate disclosure in Hong Kong; and

(b)  Secondly, to establish the Financial Reporting Council to investigate auditors' irregularities concerning listed corporations, and to enquire into any non-compliance concerning financial reports of such listed entities.  The relevant legislative proposals are now being scrutinized by our Legislature.

(ii)  Second C - Culture

     Let us face it, we cannot legislate ethics. While a robust legal and regulatory framework is important, very often it is the people who determine success or failure.  Good value-based corporate governance requires strong commitment of the stakeholders.  This is the next C, i.e. "culture".  Various stakeholders will continue with their work on various fronts, such as investor education; professional development programs and code of conduct for the professionals, engagement of corporate governance leaders and institutional investors; promotion of research into corporate governance and so on, to foster the corporate governance culture in the community.

(iii)  Third C - Collaboration

     The success of building up good corporate governance culture and achieving satisfactory compliance hinges very much on the concerted efforts of relevant stakeholders including regulatory authorities, enforcement agencies, professional bodies, business organisations, academia and research organizations.  The Action Plan collectively drawn up by the Government, SFC and HKEx is a vivid example of collaboration, and I can assure you that these collaboration efforts, in spirit and in action, will continue on the corporate governance front.

Corporate Governance Benchmarking

     In parallel with the developments in Hong Kong, we are aware that our counterparts in other parts of this region are also making a lot of efforts to improve corporate governance in their jurisdictions.  I understand that Japan has introduced some legal reforms to enhance the external monitoring of its corporations such as strengthening the independence of auditors.  Other examples include the newly operative legislation in South Korea to provide for class-action lawsuits against listed companies; and the requirement imposed in Malaysia to make directors' training mandatory.  All these speak for the importance that has been accorded to corporate governance in various parts of the Asia Pacific region.

     We note that, from time to time, attempts have been made by some organisations to compare the standards of corporate governance across different jurisdictions in the region by way of certain quantifiable indicators. However, I want to point out that corporate governance is more than purely a "box-ticking" exercise. Therefore, when we come to "corporate governance benchmarking", the difficulties lie in how we can measure accurately both the outward conformance and the performance within. So, corporate governance survey findings would need to be read in a proper context, particularly the methodologies and assumptions.  In any event, the vote of confidence cast by market players and investors in our markets, as illustrated by the number of companies listed and the capital raised, is perhaps a much better reflection of the corporate governance situation in Hong Kong.

Concluding Remarks

     The Government's policy direction is clear - we must maintain our market quality and continue to enhance our corporate governance. Our statutory and frontline regulators are determined to fulfil their gate-keeping role and will not compromise quality for quantity. In fact, we understand that the relevant authorities in the Mainland also encourage the Mainland enterprises to seek listing in Hong Kong as a means to enhance their corporate governance. To maintain and further strengthen our position as an international financial centre and the premier capital formation centre for the Mainland, we will spare no efforts in continuing to upgrade our corporate governance standards so as to demonstrate to the local and international investors our commitment to enhance market quality.

     Finally, I would like to extend my heartfelt appreciation to the School of Business, Hong Kong Baptist University and its staff for their dedicated efforts in organising this conference and wish it every success.

     Thank you.

Ends/Thursday, August 25, 2005
Issued at HKT 12:07


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