The Duties and Responsibilities of Independent Non-executive Directors of Hong Kong Listed Companies PDF Download

Author: Hong Kong Institute of Company Secretaries
Publisher:
ISBN:
Category : Directors of corporations
Languages : en
Pages : 28

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Author:
Publisher:
ISBN:
Category : Boards of directors
Languages : en
Pages : 47

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Author: Johnny Sai Chun Ng
Publisher:
ISBN:
Category : Corporate governance
Languages : en
Pages : 158

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Following the growing emphasis on the monitoring role of independent directors in the board of directors in the stock exchanges of Western developed countries, companies listed on the Hong Kong Stock Exchange are required to appoint independent non-executive directors (INEDs) representing at least one-third of their boards under the Listing Rules. Unlike those Western developed capital markets where listed companies are widely held, most listed companies in Hong Kong are controlled and managed by families. This means realistically, INEDs of those family-controlled listed companies can only be appointed to the boards with the support from the controlling owners. Under such circumstances, the INEDs' ability to monitor the performance of the management of those companies independently is put in doubt. This thesis intends to conduct a qualitative study using phenomenological approach to explore and understand the role and effectiveness of INEDs in family-controlled listed companies in Hong Kong based on the INEDs' lived experiences. The study is the first of its kind in the Hong Kong corporate governance research arena, as research studies on corporate boards and directors have often adopted a quantitative approach, using only publicly available archival data without in-depth discussions with the subjects on their real experience and views on their jobs. Accordingly, issues related to directors in family-controlled listed companies that require in-depth discussions with these directors are impossible to be addressed by such research approach. Through semi-structured interviews with INEDs of companies listed in Hong Kong, this thesis has contributed to the existing knowledge and literature in the research on INEDs and corporate governance in family businesses and provide useful hints and ideas to practitioners, listed companies, investors, regulators and policy-makers.

Author: John Philip Lawton
Publisher:
ISBN:
Category : Corporation secretaries
Languages : en
Pages : 196

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Author: Dan W. Puchniak
Publisher: Cambridge University Press
ISBN: 1316843858
Category : Law
Languages : en
Pages : 637

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The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.

Author: Julia Neumann
Publisher: GRIN Verlag
ISBN: 3640831683
Category : Law
Languages : en
Pages : 81

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Master's Thesis from the year 2010 in the subject Law - Comparative Legal Systems, Comparative Law, grade: A-, University of Auckland (Law Faculty), course: Corporate Governance, language: English, abstract: This paper considers duties and liability of independent non-executive directors as authorities of advice and control in companies. It deals with the question of how non-executive directors should be made liable for mismanagement of the board, but primarily by, and particular failures of their own through breach of duty. Rather than engaging in the debate about non-executive directors' function and their efficiency for a business enterprise, the essay takes the latter as a given. Instead, it neutrally provides an outline of non-executive directors agreed functions, preferred skills and favoured qualities. The paper, moreover, details on the different duties deriving from common law principles, equity, and case law. It also considers on statutories and codes as well as contractual provisions providing equivalent regulations on directors' duties. This is to draw a complete picture of non-executive directors' role in a company and to classify where liability can result from. Furthermore, non-executive directors' liability is analysed. The focus, hereby, lies on the determination of directors' negligence. The issue is considered as to whether a court applies a different degree of negligence on non-executive directors than on executive directors. In this context, the influence of contractual provisions is contemplated. In addition, liability of non-executive directors is also compared to the liability of supervisory board members. Subsequently, alternative mechanisms of equalizing the risk of liability, such as indemnifications, insurances, and adequate reimbursements, are examined more closely. Concluding on non-executive directors' liability, the paper declares the loss of reputation and further "soft" sanctions as the actual sanction on non-executive directors.

Author: Cornelius Bader
Publisher: GRIN Verlag
ISBN: 3640955730
Category : Law
Languages : en
Pages : 40

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Seminar paper from the year 2010 in the subject Law - Comparative Legal Systems, Comparative Law, grade: A+, Vanderbilt University (Law School), language: English, abstract: The “independent director” has become a centerpiece of modern corporate governance. However, the concept of “independence”, and the ability of independent directors to fulfill their roles, remains deeply problematical. In the course of the discussion on the proper role of independent directors that unfolded in Europe and the United States during the 1980s and 1990s and peaked in the wake of the Enron scandal, rules on director independence have found their way to the corporate governance regimes of developing countries that turned their head to western economies. Particularly in China and India, independent directors have taken their place on company boards, earning mixed responses from the academic and business community. What is the current state of Indian and Chinese rules on director independence? What tensions do they address and create? And what can be done to optimize the achievement of their objectives? The goal of this article is to examine the status quo of director independence in the two countries, to put the regulations into their historic and political context, to summarize practical experiences with the new institution, and to point to possible future developments.

Author: Institute of Directors
Publisher: Kogan Page Publishers
ISBN: 9780749432225
Category : Directors of corporations
Languages : en
Pages : 80

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Independent non-executive directors have a vital role to perform on the board and an important contribution to make to the proper running of companies. The growing expectations placed on them have created a need to address several areas of concern in order to maximise their effectiveness. The Independent Director offers advice and guidance to directors of all types and sizes of companies in understanding the role and contribution of the non-executive director. The different perspectives of small and medium-sized companies, PLCs and institutional investors are highlighted and particular attention paid to the definition and maintenance of the independence of non-executive directors. This book marks the beginning of the wider Independent Director initiative by Ernst and Young and the institute of Directors, which focuses on the role, interests and needs of non-executive directors.

Author: Robert Stolt
Publisher: GRIN Verlag
ISBN: 3640542053
Category : Business & Economics
Languages : en
Pages : 53

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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

Author:
Publisher:
ISBN:
Category : Business & Economics
Languages : en
Pages : 138

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