1. CCHHKKLLCC DDIIRREECCTTOORR TTRRAAIINNIINNGG SSEERRIIEESS 22001144
A six-part training programme aiming at supporting
directorship in Hong Kong
Programme Partner: BDO Limited
Dates:
2 April 2014 27 May 2014 24 June 2014
17 July 2014 8 October 2014 5 November 2014
Company directors play a pivotal role in company success. With the increasing demand of corporate
governance of listed companies both from the regulators and shareholders, coupled with the tightening of
various sets of rules and regulations with more serious consequences, company directors operate in an
increasingly challenging environment. Once again, the Chamber of Hong Kong Listed Companies is
launching a training programme for company directors. Addressing the common issues faced by
directors, the programme will equip directors with the most relevant information and updated knowledge
about directorship and will help them discharge their duties effectively.
The whole programme comprises six sessions dealing with the important aspects of directorship for a
listed company. These range from corporate governance, risk management to the latest updates in
various applicable rules and laws. Experienced professionals as well as directors from listed companies
will act as speakers to share their knowledge and first-hand experience, ensuring the practical value of
this training programme. Attending this training series will fulfill the training requirements under the
revised Code of Corporate Governance by the HKEx.
The Chamber is pleased to partner with BDO in offering this programme whose involvement ensures the
relevance of the topics covered and adds depth to the discussion.
Time 4:00 pm Registration
4:30 – 6:30 pm Course Session
Venue: BDO Limited
25/F, Wing On Centre, 111 Connaught Road Central, Hong Kong
Language: English
CPT Total 12 CPT Hours
CHKLC Members /
BDO Clients & Contacts
Full Course Per Session
HK$2,980 HK$580
Non-members HK$3,480 HK$680
Enquiry: CHKLC Secretariat (852)2970 0886 (852)2970 0555 @ info@chklc.org
Online Registration: http://www.chklc.org/web/eng/events.htm
REGISTRATION
2. SESSION 1
Corporate Governance Update and Business Review
Reporting Requirement under New Companies Ordinance
2 April (Wed)
Speakers: Eric Zegarra
Senior Manager of Risk Advisory Services, BDO
Vivian Chow
Manager of Risk Advisory Services, BDO
Upgraded Corporate Governance codes
Best practices for Board Committees
Mandatory Corporate Governance disclosures
Monthly reporting mechanism for Board of Directors
Effective Risk Assessment and internal audit function
Building Corporate Governance alarms - Red flags, key risk indicators and whistle blowing policy
Internal control to ensure operational and financial integrity
Approach of Board Performance Evaluation
The scope and nature of analytical and forward-looking “business review”
- Developing risk universe and KPI measure
- Preparing vetted and supported statements
- Disclosing sensitive information and safe harbour
SESSION 2
Listing Rules Update on Connected Transaction and
Inside Information Disclosures
27 May (Tue)
Speakers: Patrick Rozario
Director and Head of Risk Advisory Services, BDO
Effie Tang
Manager of Risk Advisory Services, BDO
Connected Transaction
Definition of connected persons
Scope and nature of connected transactions
Compliance framework of continuous connected transaction
Internal controls over connected transaction
Case studies: Sanction & disciplinary actions
Inside Information
Definition of Inside Information
Disclosure and confidentiality requirements
Definition, application and limitation of safe harbour
Implementing proper system and procedures over compliance
SESSION 3
Annual Update on Listing and Related Rules and
Regulations
24 June (Tue)
Speaker: Vincent Kwan
Consultant, Messrs. Gallant Y T Ho & Co., Solicitors & Notaries
Independent Non-executive Director, Sitoy Group Holdings Ltd. (1023)
Member, Financial and Regulatory Affairs Committee,
The Chamber of Hong Kong Listed Companies
An annual update on the laws and regulations that affect or are of concern to listed companies
An annual update on the amendments to the Listing Rules, the Takeovers Code, the Securities
and Futures Ordinance, and the new Companies Ordinance affecting listed companies
An update on the views and positions of The Chamber of Hong Kong Listed Companies on the above
PPRROOGGRRAAMMMMEE OOVVEERRVVIIEEWW (2 CPT HOURS PER SESSION)
3. SESSION 4
Notifiable Transactions, Reverse Takeover, Spin-off,
Model Code for Securities Transactions by Directors of
Listed Issuers and Disclosure of Interest
17 July (Thur)
Speaker: Daniel Wan
Partner, Francis & Co.
in association with Addleshaw Goddard (Hong Kong) LLP
Duties and Responsibilities of Hong Kong Listed Company and Its Directors
Notifiable Transactions
Reverse Takeovers
Spin-off
Model Code for Securities Transactions by Directors of Listed Issuers
Disclosure of Interest
SESSION 5
Uprising Anti-Money Laundering Compliance Requirements
and Hidden Pitfalls in China and Hong Kong
8 October (Wed)
Speakers: Patrick Rozario
Director and Head of Risk Advisory Services, BDO
Jason Wong
Senior Manager of Risk Advisory Services, BDO
Basic flow of money laundering
Development of AML measures at international setting
Introduction to AML/CTF governance bodies & ordinances in Hong Kong and China
General reporting provision
AML Internal Control provision for Financial Institutes and DNFBP
Effective AML systems & control under FAFT 40+9 recommendations
- Customer due diligence
- Record keeping
- Transaction screening
- Suspicious transaction reporting
Hidden pitfalls of being use as money laundering vehicles
- Trade-based money laundering activities
- Shadow banking
- Physical cash & Digital currency
SESSION 6 Social Media Risk Management 5 November (Wed)
Speakers: Patrick Rozario
Director and Head of Risk Advisory Services, BDO
Hermes Liang
Senior Manager of Risk Advisory Services, BDO
Evaluating social media risk and benefits
Balancing social media risk and benefits with appropriate guidelines and regulations
Assessing company’s social media crisis management frameworks and procedures
Gap assessments of social media policies against legal requirement
Case studies of how companies manage social media risks
4. Patrick Rozario
Director and Head of Risk Advisory Services
BDO
Patrick Rozario is a director of BDO and heads up the firm's risk advisory services division to help our
clients manage their risks.
Patrick has over 25 years of experience working for large international accounting firms and in the
commercial sector. Patrick has many years of experience working in the area of Risk Consulting. Patrick
managed various internal audits, corporate governance, Sarbanes-Oxley, internal control, information
technology risk assurance advisory engagements for clients across different industries including
manufacturing, telecommunication, government, insurance and banking in Hong Kong and China.
Patrick also worked in the commercial sector. He was project manager of a number of large scale business
process re-engineering and information systems implementation projects in the Asia-Pacific Region and in
North America.
Patrick served as the Chairman of the Organising Committee of HKICPA Best Corporate Governance
Disclosure Award 2013.
Patrick is a FCPA (Australia). He was a graduate of Queen's University in Canada and has been a Certified
Information System Auditor since 1993 and a member of the Institute of Internal Auditors.
Jason Wong
Senior Manager of Risk Advisory Services
BDO
Jason Wong is a senior manager of Risk Advisory Services of BDO.
Jason has over 13 years of experience working with companies listed in Hong Kong, China, Singapore and
the US in provision of assurance and advisory services on financial reporting effectiveness, internal audit,
fraud prevention programs, SOX404 attestation and listing rules/SFO compliance services. The particular
areas of his specialisation include connected transaction, insider information disclosure, anti-money
laundering review and FCPA & UK Bribery acts.
With strong exposure and stationing experience in China, Jason specialises in integrating international
standards and frameworks into the governance structure, business operations and accounting practices of
companies in different industries, such as manufacturing, mining, financial institutes, property development
and retailing.
Jason has served a number of Blue Chips companies and State-owned enterprises.
Effie Tang
Manager of Risk Advisory Services
BDO
Effie Tang is a manager of Risk Advisory Services of BDO. She has 10 years’ experience with business
process and Information Technology (IT) assurance and advisory exercises. Her areas of specialisation
include business process control reviews, IT general control reviews, ERP application control reviews, SAS
70/SSAE16 assurance and Pre-IPO due diligence. She is a seasoned practitioner in various ERP reviews
in particular the SAP review.
Effie has concrete knowledge and experience in providing risk management and internal control services to
a broad range of industries including manufacturing, retailing, insurance, securities, shipping and logistics,
ports, precious metal and pharmaceutical. Prior to joining BDO, she worked for a number of large
International accounting firms with specialty on system and process assurance and advisory.
Effie is a Certified Information System Auditor (CISA). She was a postgraduate with Master in Logistics,
Trade and Finance, CASS Business School in London UK.
SSPPEEAAKKEERR PPRROOFFIILLEESS
5. Vincent Kwan
Consultant, Messrs. Gallant Y T Ho & Co., Solicitors & Notaries
Independent Non-executive Director, Sitoy Group Holdings Ltd. (1023)
Member, Financial and Regulatory Affairs Committee,
The Chamber of Hong Kong Listed Companies
Vincent is now a consultant of Messrs. Gallant Y T Ho & Co. and has been in legal and accounting practice
for some 30 years. Vincent is also an INED of Sitoy Group(1023). Prior to that, Vincent has been the
general manager and head of legal department of Sino Group (083) and an executive director of Chuang’s
Group (367). Vincent is an active member of the Chamber of Hong Kong Listed Companies. Vincent is also
a member of both the Revenue Law Committee and the Company Law Committee of the Law Society.
Vincent is or has been an external examiner of the Law Schools of both the University of Hong Kong and
the City University of Hong Kong, and an Honorary Adviser of the Centre of Corporate Governance and
Financial Policy, School of Business, Baptist University. On public services, Vincent has been a member of
the Board of Review (Inland Revenue Ordinance), a member of the Insider Dealing Tribunal (now known as
Market Misconduct Tribunal) and an advisory member of the Rewrite of Companies Ordinance. Vincent
holds three master degrees and two bachelor degrees in laws, accounting, finance and business and is a
certified public accountant (fellow) (non-practising). During his university days, Vincent was awarded the
Ho Fook Prize by the University of Hong Kong and Citi Bank NA Scholarship by Citi Bank.
Daniel Wan
Partner
Francis & Co. in association with Addleshaw Goddard (Hong Kong) LLP
Daniel specialises in Hong Kong corporate finance, Hong Kong IPOs, pre-IPO investments and
restructurings, post-IPO regulatory and compliance matters, and secondary equity fundraisings. His clients
included investment banks, investment funds, private and listed companies. Daniel also advises on
mergers and acquisitions, takeovers, joint ventures, restructurings and direct investments in Hong Kong
and Mainland China.
Daniel graduated from the University of Leicester, UK with a first class honours degree in law. Daniel was
admitted as a solicitor of the High Court of Hong Kong and the Supreme Court of England and Wales,
respectively.
Daniel has been involved in the Hong Kong IPO of various industries including department store, property
development, port, infrastructure, insurance, medical, financial public relations, solar products, foundation,
lighting, electric vehicles, aluminium products, photography, food and healthcare products. He has also
advised on the listing of the first project company on the main board of the Stock Exchange of Hong Kong
with the waiver of the three years’ financial standards requirement. Daniel has previously worked in Herbert
Smith Freehills and Jun He Law Offices.
Daniel also gives courses and seminars to listed companies, investment bankers and other IPO
practitioners from time to time.
Eric Zegarra
Senior Manager of Risk Advisory Services
BDO
Eric Zegarra is a senior manager of Risk Advisory Services of BDO.
Eric has over 14 years of experience working with companies in the US and greater China on matters
related to accounting and governance. In working with businesses to improve the effectiveness of internal
controls and the risk management function, Eric has gained extensive knowledge of best practices. He has
also led efforts to support US publicly traded companies to achieve compliance with Sarbanes Oxley
requirements in addition to supporting efforts related to contract & operational compliance, such as Royalty
audit, Assets audit, and Hong Kong listing requirements. Eric also specialises in US vs IFRS GAAP
convergence.
Eric has served a number of Fortune 500 companies.
6. Vivian Chow
Manager of Risk Advisory Services
BDO
Vivian Chow is a manager of Risk Advisory Services of BDO.
Vivian has over 12 years of experience and skills in providing a broad range of consulting services in risk
management, governance, and accounting based services in the US, Hong Kong and China. Her specific
skills include extensive internal audit services, internal controls assessments and compliance related to
Sarbanes-Oxley (SOX) 404 and US SEC financial reporting. Vivian has also led efforts to support several
Hong Kong companies with Hong Kong listing requirements and compliance.
Vivian is also a seasonal pioneer who has deep insight on social responsibility & environmental measures
areas.
Hermes Liang
Senior Manager of Risk Advisory Services
BDO
Hermes Liang is a senior manager of Risk Advisory Services of BDO.
Hermes has performed the IT compliance of the Sarbanes Oxley 404 works for an International company
which covered multi-locations in Asia Pacific region including Hong Kong, Guangzhou, etc. Testing of
identified IT controls have been carried out. Hermes has participated in the Sarbanes Oxley 404
compliance works for a large Casino & a cargo shipper listed in US.
Hermes has performed corporate governance review, risk assessments and developed internal audit plan
for listed companies. Hermes participated in pre-IPO due diligence engagements and internal control
reviews for listed companies such as in manufacturing, travel agency and securities industries.
Hermes has conducted financial audits for listed companies in Hong Kong and mainland China and
involved in financial due diligence in acquisitions of companies for a UK listed company. She is also an
expert in Value-for-money audit.
Hermes was a graduate of The Chinese University of Hong Kong. She is an associate of the Association of
Chartered Certified Accountants, Certified Public Accountant in Hong Kong, Certified Information System
Auditor and Certified Internal Auditor.
7. Registration Form
CCHHKKLLCC DDIIRREECCTTOORR TTRRAAIINNIINNGG SSEERRIIEESS 22001144
(2 CPT hours per session)
Please the appropriate boxes
Session 1 - 2 April 2014
Corporate Governance Update and Business Review
Reporting Requirement under New Companies Ordinance
Session 2 - 27 May 2014
Listing Rules Update on Connected Transaction and
Inside Information Disclosures
Session 3 - 24 Jun 2014 Annual Update on Listing and Related Rules and Regulations
Session 4 - 17 Jul 2014
Notifiable Transactions, Reverse Takeover, Spin-off, Model Code
for Securities Transactions by Directors of Listed Issuers and
Disclosure of Interest
Session 5 - 8 Oct 2014 Uprising Anti-Money Laundering Compliance Requirements
and Hidden Pitfalls in China and Hong Kong
Session 6 - 5 Nov 2014 Social Media Risk Management
Full Name of Participant Job Title
CPT Cert.
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Full programme Per session
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1 2 3 4 5 6
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Registration Fee:
CHKLC Member
Per session @HK$580 X ______ Full Programme @HK$2,980 X ______
BDO Client / Contact
Non-member Per session @HK$680 X ______ Full Programme @HK$3,480 X ______
Total: HK$
Payment
Company: Stock Code
Address:
Contact
Person:
Tel: Email:
Crossed cheque no. Bank:
Cheque should be made payable to “The Chamber of Hong Kong Listed Companies”.
Please send cheque to Room 3710, 37/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
at least 2 weeks prior to the event. Booking will be confirmed upon full payment.
Cancellations made within 2 weeks of the event will incur a cancellation fee of 50% of the total booking fee.
Cancellations made within one week of the event will incur a 100% cancellation fee.
Full fee will be charged for confirmed but no-show registrants.
CHKLC reserves the right of final discretion should there be any changes to the event.
Please fax this form to (852) 2970 0555.
For enquiry, please contact CHKLC’s Secretariat at (852) 2970 0886-7 or email to info@chklc.org.
