An eminent panel of legal practitioners and specialists came together on 3 June 2019 to discuss the effectiveness of the Hong Kong Companies Ordinance – 5 years after it was enacted – in a presentation entitled Happy 5.25 Birthday to the Companies Ordinance (Cap 622.)
The seminar was hosted by the Hong Kong Institute of CPA.
Thought leaders included:
- DVC’s Head of Chambers, John Scott QC, SC, JP;
- Karen Ho, Consultant at the Companies Registry;
- Francis Mok, Senior Solicitor, Trust and Company Service Providers, Companies Registry;
- Ernest Lee, Technical Partner, Deloitte China;
- Natalia Seng, Vice Chairman of Tricor Hong Kong and Offshore; Member, Tricor China Management Committee of Tricor Group/ Tricor Services Limited;
- Dr. Davy Wu, Senior Lecturer, Department of Accountancy and Law, Hong Kong Baptist University; and
- Professor CK Low, Associate Professor in Corporate Law, The Chinese University of Hong Kong Business School.
John focused on directors’ duties. He took the audience through seminal changes; notably the duty of care – which was previously based on common law principles. John explained that the new Companies Ordinance altered the position – as the duty of care is now a statutory one. The relevant section contained two limbs – which created both an objective requirement for compliance, and a second more onerous limb which set out a subjective standard for directors. The subjective standard essentially enables the court to weigh the director on his or her own merits. John examined the much-discussed tension between the two, how the hybrid approach played out in practice and he cited relevant case law to paint a portrait of the current position.
The 3 hour CPD accredited symposium was essentially a referendum on the proficiency of the newer Ordinance and it was geared to answer the following questions:
- Did the key changes enshrined in Cap 622 translate into enhanced corporate governance and better regulation for Hong Kong?
- Did it facilitate business and modernize the law?
- Did it ensure the continued success of Hong Kong as an international finance centre of choice?
The speakers concluded that the new Cap 622 had given way to a changing slate of jurisprudence and had provided for greater clarity mirroring the approach taken in the UK and Australia.