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Corporate Governance. 25 May 2009. Lindy Yau Practising Director C K Yau & Partners CPA Ltd. 1. Increasing Awareness of Corporate Governance. 1997 Asian Financial Crisis. 2008 Global Financial Crisis. 2001 Enron. 1. Increasing Awareness of Corporate Governance.

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Corporate Governance

25 May 2009

Lindy Yau

Practising Director

C K Yau & Partners CPA Ltd

1 increasing awareness of corporate governance
1. Increasing Awareness of Corporate Governance


Asian Financial Crisis


Global Financial Crisis



1 increasing awareness of corporate governance1
1. Increasing Awareness of Corporate Governance

How is corporate governance related to Enron’s failure?

Bad corporate governance leads to the failure of the business

2 corporate governance
2. Corporate Governance


“Processes and the related organisational structures, by which organisations are directed, controlled and held to account.”

Corporate Governance for Public Bodies

– A Basic Framework

agency theory
Agency Theory

Conflict of interest





Company’s interest

Board of Directors Management


core values
Core values
  • Self discipline
  • Integrity
  • Fairness
  • Trust
  • Sense of responsibility
  • Accountability
  • Fair competition
  • Transparency
  • Self-restraint
  • Continuous self-development
  • Win-win
3 key areas of corporate governance1
3. Key Areas of Corporate Governance
  • Example:

School Management

Committee (SMC)


3 1 independence1
3.1 Independence
  • Appendix 14 of Listing Rules
    • At least THREE independent non-executive directors
  • INEDs : Independent non-
  • executive directors
  • NEDs : Non-executive directors
  • EDs : Executive directors
3 1 independence2
3.1 Independence


  • The posts of Chairman and CEO are held by separate person
  • Although Kadoorie has 19.76% of the issued share capital, he is not involved in day-to-day management
  • Keep under review of their independency
  • Chairman and CEO  same person

3.2 Internal Control

Definition of Internal Control

COSO defines internal control as a process, effected by an entity’s board of directors, management and other personnel. This process is designed to provide reasonable assurance regarding the achievement of objectives in effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations.

Committee of Sponsoring Organisations


3.2 Internal Control

Five inter-related



3.3 Risk Management

The processes of risk management:

Internal Control and Risk Management

– A Basic Framework


3.3 Risk Management

Sub-prime Crisis in the US

‘Nobody is watching the risk, everyone is relying on someone else’s rating’

Martin Wheatley,

Chief Executive Officer,

Securities & Futures Commission

3 3 risk management negative feedback loops
3.3 Risk ManagementNegative Feedback Loops

Housing Cycle

Credit Cycle

Increasing loan losses

Falling home prices

Reducedbank capital

Falling debt price

Forced asset sales

Rising inventories of unsold homes

Rising household negative equity

Tightening credit conditions



Increasing foreclosures

Harder to refinance

Weakening consumption

Business Cycle

Falling employment

Falling investment

CGC2008 Review

Falling output

3 3 risk management1
3.3 Risk Management
  • Liquidity
    • Policies and procedures
    • Primary sources of funding
    • HSBC Holdings
  • Residual value risk
  • Operational risk
    • Legal risk
    • Global security and fraud
  • Pension risk
  • Reputational risk
  • Sustainability risk
  • Credit risk
    • Credit risk management
    • Credit exposure
    • Areas of special interest
    • Renegotiated loans
    • Credit quality of financial instruments
    • Impaired loans and advances
    • Impairment allowances and charges
    • HSBC Holdings
    • Risk elements in the loan portfolio
3 3 risk management2
3.3 Risk Management
  • Market Risk
    • Impact of market turmoil
    • Trading portfolios and non-trading portfolios
    • Defined benefit pension schemes
    • Sensitivity of net interest income
    • Structural foreign exchange exposures
    • HSBC Holdings
  • Risk management of insurance operations
    • Life insurance business and non-life insurance business
    • Insurance risk
    • Financial risks
    • Present value of in-force long-term insurance business
  • Capital management and allocation
    • Capital management
    • Capital measurement and allocation
    • Risk-weighted assets by principal subsidiary
3 4 behavioral governance
3.4 Behavioral Governance

Nov, 2007 Statistical Figures

  • 94% of companies : include ethics in their corporate goals, missions and strategies
  • 52% of listed companies have a code of ethics
  • 69% of those with no code of ethics : no plan to have the code within 2 years
  • 59% of those with no code of ethics : provide ethics training to the staff
current issues1
Current Issues
  • Morning Star Resources Limited

  • The First Immediate Jail Term for Insider Dealing

  • US unveils $1 trillion toxic asset plan

recent development of corporate governance
Recent Development of Corporate Governance

Legislation changes in Hong Kong

  • 3 of the Ordinances and Rules that govern directors’ and officers’ duties and obligations
    • the Securities and Futures Ordinance (SFO)  Chapter 571

    • the Companies Ordinance  Chapter 52

    • the Hong Kong Listing Rules

recent development of corporate governance1
Recent Development of Corporate Governance

Professional bodies

  • Internationally recognised accounting standards
  • More stringent audit standards
  • Continuous professional development
  • HKICPA  Standards and Technical

 Corporate Governance

  • CLP Code on Corporate Governance

  • Listing Rules – Code on Corporate Governance

  • Listing Rules – Corporate Governance Report

  • Corporate Governance: Analysis of Listed Company Problems

Author: Professor Simon Ho, Dean of Business, and Miss A Ko,

PhD candidate of Business School