Corporate Secretaryship and Compliance

Welcome to CGV B812 Corporate Secretaryship and Compliance!

CGV B812 is a two-term, ten-credit, postgraduate-level course for the Master of Corporate Governance programme. This course provides you with a sound foundation in the legal and regulatory framework of both listed and unlisted companies in Hong Kong. Topics in the course focus on issues related to corporate secretaryship, corporate administration, and boardroom dynamics.

By studying this course, you will be able to equip yourself with a sound foundation in the legal framework of incorporating, maintaining, and dissolving a company in Hong Kong. The course focuses on the application of relevant theories to secretarial practices and compliances faced by a company secretary in a commercial field or a company secretarial firm.

Course aims

The overall aims of CGV B812 are to help you:

• understand the scope, role and functions of the company secretary / governance professional and the differing responsibilities of the company secretary, the board, management, shareholders, and other stakeholders;
• understand the nature and principles of the company's regulatory requirements and best practices, and interpret and practise in the company secretarial / governance professional function to ensure compliance;
• exercise appropriate judgement to advise the board on the expectations of, and compliance with, regulatory requirements; and
• exercise appropriate judgement to advise the board on matters relating to various governance and compliance issues under the law and regulations relating to shares and share capital.

Course learning outcomes

Upon completion of CGV B812, you should be able to:

• critically analyse and apply the statutory and/or non-statutory requirements in respect of activities conducted by organizations/companies in Hong Kong;
• evaluate the roles, functions, and responsibilities of company officers, management, shareholders, and stakeholders; and
• critically evaluate the importance of boardroom dynamics and its implementation in enhancing board performance.

This course will be delivered primarily in blended learning mode, incorporating online study materials, supplementary lectures (pre-recorded videos) and live online learning sessions.

Online study materials from the Hong Kong Chartered Governance Institute (HKCGI) will be incorporated in this blended learning approach. You will be guided in working through the course using an HKMU-produced Study Guide that leads you through your study pathway unit by unit, providing guidelines on each chapter from the HKCGI, additional content, and a variety of guided activities and self-tests that give opportunities for you to engage in application of what you're learning.

You will also have access to a series of supplementary lectures (pre-recorded videos) organized by the Lee Shau Kee School of Business and Administration. These videos will assist you in learning the major concepts of this course.

In addition to watching the videos, be sure that you work through all the assigned materials, both in the Study Guide and in the materials provided on the HKCGI website, for more comprehensive coverage of the topics discussed in the supplementary video lecture.

Another place you will need to refer to for learning resources during the course is HKMU's Online Learning Environment (OLE). There, you will have access to a rich array of multimedia materials and you will be able to discuss topics with other students and your tutor on the course discussion board.

This course is further supported by regular supplementary lectures (pre-recorded videos), live online tutorials and a day school (in person).

HKCGI online materials

There are no required textbooks for this course. Instead, much of the content for this course comprises online study materials specially prepared by the Hong Kong Chartered Governance Institute (HKCGI). These study materials are tailored for the Hong Kong context, so they should be directly relevant to you. The materials will be available at the Wolters Kluwer Prime website: http://wkprime.com/.

The Study Guide

The Study Guide sets out your study pathway through the HKCGI online study material and other course learning resources, and provides supplementary material and additional self- assessment opportunities. You'll therefore need to keep it by your side as you work through the course.

The Study Guide is divided into seven units. The titles of the units and the HKCGI material they cover are set out in the following table. Note that the supplementary readings are not listed in the table.

To support and facilitate your learning, selected readings which include book chapters and journal articles will be recommended under different study topics. The following books available in the HKMU library may provide you with good references for completing the course:

Cheng, P. W., Sum, H. S. A. & Yuen, K. T. F. (2021). The Hong Kong Company Secretary's Handbook: Practice and Procedure (11th ed.). Pearson Education Asia Limited.

Stott, V. (2020). Hong Kong Company Law (15th ed.). Pearson Education Asia Limited.

Tricker, B. (2020). Corporate Governance — Principles, Policies and Practices (2nd Int'l ed.). Oxford University Press.

The following table sets out the study units and associated HKCGI materials for this course.

The Online Learning Environment (OLE)

A dedicated area for CGV B812 students has been set up in HKMU's OLE. You will need to log on regularly to the OLE to access the course discussion board and online learning components such as PowerPoint slides and supplementary lectures (pre-recorded videos). You will also need to go online to access various videos that are referred to in the Study Guide.

Learning support

You will be supported throughout the course by regular learning sessions in the form of live online tutorials and a day school (in person). Details of the dates and times of these sessions can be found in the Presentation Schedule on the OLE.

Assessment

During the course, your progress will be assessed both formally and informally.

Formative assessment includes various activities, self-tests and online discussions that you will undertake while working your way through the study units and HKCGI online readings.

Summative assessment consists of assignments and a final examination.

Assessment summary

The summative assessment items are outlined in the following table.

Assignments

There are two compulsory assignments for the course. You will be expected to apply concepts and techniques acquired during the course when completing the assignments:

• Assignment 1, worth 20% of the total marks for the course, evaluates material covered in Units 1 to 3.
• Assignment 2, worth 20% of the total marks, evaluates material covered in Units 1 to 7.

How to submit assignments

You must use word processing software (such as Microsoft Word) to prepare your assignments, and you must submit your assignments via the Online Learning Environment (OLE). All assignments must be uploaded to the OLE by the due date.

Failure to upload an assignment in the required format to the OLE may result in the score of the assignment being adjusted to zero.

Assignment submission extension policy

The assignment policy of the University as stated in the Student Handbook should be observed. You are required to submit the assignments for this course in accordance with the dates communicated by your Course Coordinator. You may apply for a submission extension on the grounds of illness, accident, disability, bereavement or other compassionate circumstances.

Applications for extensions must be submitted online via the OLE. Please note the following:

• Supporting documents must be submitted to justify applications for extensions of over seven days.
• Applications for extensions should normally be lodged before or on the due date.
• Applications are considered by:
  • your tutor for extensions of up to seven days;
  • the Course Coordinator for extensions of 8 to 21 days; and
  • the Dean for extensions of over 21 days.

After an assignment is submitted via the OLE, it is your responsibility to check that the assignment has been successfully submitted. Extension applications due to any problem with uploading will not be accepted. The University cannot accept any responsibility for assignments that are not received by your tutor due to any problem with submission via the OLE. As a precaution, you are advised to keep a copy of each assignment you submit.

According to the University's policy, no extension of the due date will be allowed for the final assignment. This policy will be strictly enforced. Any late submission of the final assignment will result in the score of the assignment being adjusted to zero.

Examination

The final examination for CGV B812 Corporate Secretaryship and Compliance will be of two hours' duration and have a value of 60% of the total course grade. The examination will consist of questions that reflect the types of practice exercises and assignments that you have previously completed.

The following table gives a general overview of the course structure. It suggests the amount of time you should allow for completing each unit, and provides a broad schedule for you to plan your work. This estimation includes the time for reading the units and online materials, completing activities, self-tests and assignments, attending live online tutorials, and preparing for your final examination.

Case studies are a useful and increasingly popular form of learning and assessment in the HKMU's School of Business and Administration. In this section we will look at why case studies are used and then suggest some learning strategies that you can use to approach case studies. We will also briefly discuss some problems that you may encounter as you learn from case studies.

What is a case study approach to learning

One main purpose of a case study is to explore an issue or a number of issues in relation to an organization. The intention is to get you to carefully diagnose an organization; to focus on key problems, and to suggest how these might be resolved. Often the case is a real-life account of an organization which you are required to analyse in order to focus on a problem. Usually, the information that is provided is incomplete and you are often expected to observe developments in the organization over a period of time. The case study approach is an excellent opportunity to actively apply conceptual knowledge and material that you have read to the reality of an organization.

At HKMU, case studies may be used as part of assignments, exams, study units, or dayschool exercises. You normally are given some information about a company (this could be both text and graphical information, such as figures and tables). You are then asked to think about some problems related to the company and to use concepts and apply theories that you have learned in your course to propose possible solutions for the company.

Let's have a look at two kinds of case study questions that you might be asked to work through in your courses. The first example is quite structured, while the second is much more open-ended.

Two examples of case study questions

1. Read the case study entitled 'ABC Consultants' and consider the following issues:
   
   • Using your understanding of the resource-based model, what measures could be taken to improve ABC's returns?
   • Drawing on your broad understanding of the consultancy industry, assess ABC's relative competitiveness and its profit potential.
   • To what extent do internal factors account for ABC's financial weaknesses?
   • Based on your assessment of ABC's financial weaknesses, formulate a new strategic intent and develop a mission statement for ABC.
2. Read the case study entitled 'XYZ Industries'.
   
   • Identify the key problems that are currently faced by XYZ's management.
   • Propose viable solutions to these problems.

Why case studies

As you can see from the above examples, a case study approach to learning requires a great deal of thinking and often will not easily yield a quick 'wrong' or 'right' answer. However, case studies are good preparation for dealing with real-life business problems. Some cases may be short and relatively simple, while others longer and more complex. The purpose of both types of cases is the same: to give you an opportunity to develop your skills in analysing the strengths and weaknesses of the organization under examination, to consider the processes at work within the organization, and to make decisions about future actions.

Case studies are not meant to replace textbooks, but rather to prompt you to draw connections between theories and practice and to apply abstract ideas, concepts, and principles to specific concrete situations. Ultimately, analysing cases will help you develop a number of skills that are crucial in business. In particular, they will help you to:

• analyse complex, unstructured, sometimes ambiguous situations;
• identify critical issues and problems;
• question your own and others' assumptions;
• improve your problem-solving skills;
• develop your ability to find alternatives and make informed decisions;
• make decisions with incomplete information and think strategically;
• self-educate yourself and draw on a broad range of resources and knowledge; and
• present and justify your recommendations in writing.

You may find that there are many possible 'right' answers to the questions in a case study. This illustrates that there is often no single best way to responsibly manage and solve real-life business problems.

Some guidelines for analysing case studies

The following strategies should help you to successfully analyse case studies:

1　Read the case and become familiar with the facts

First, skim read the case to obtain a general understanding of the main point(s). Highlight or underline the pertinent points as you read.

Read the case again, and this time note down the critical facts (such as names, time sequences and where events occurred). Try to understand how events have influenced decisions.

Identify the important individuals or stakeholders, and try to assess the importance of the supporting information in the case. How reliable is this supporting information? Are there any gaps in the information given?

Make a note of any questions that you may have as you read through the case.

2　Assess the context of the case

Try to understand the environment of the organization and the wider context of the case.

Ask yourself questions about:

• The state of the organization: What is the state of this organization — good, bad or in- between? Usually this involves thinking about interpersonal relationships, and assessing production or financial problems.
• Key players and systems: How do people and systems operate in this organization? Why do they operate like this? Are the systems undergoing change? How successful are the changes? Is there anyone who may sabotage a future strategy? Is there someone who can ensure the success of a future strategy?
• Significant trends: How does this industry operate? What are the main or unique characteristics of the industry? What were they five or ten years ago, and what are they likely to be in the future? What impact are certain trends likely to have on the organization under investigation? How does this organization's performance compare with that of its competitors?
• Constraints: Clearly identify all constraints in the case. A constraint may be viewed as anything (usually beyond the control of the organization) that may prevent an otherwise feasible course of action from becoming a success. What is outside the control of individuals in the case study? For example, it is unlikely that any company or individual in Hong Kong could prevent a foreign government from imposing tariff barriers on imports.

Doing a SWOT analysis is a good way to get a better understanding of the organization and the context or environment in which it is operating. A SWOT analysis considers the Strengths and Weaknesses of the organization, and the Opportunities and Threats which the organization is facing in the external environment.

3　Recognize the case's symptoms

Read the case again and as you read, try listing all the symptoms of the case. The symptoms of a case are not the problems, but they may help you to identify the problems. Symptoms are all the things that are undesirable or that are not as expected. For example, falling sales could be a symptom of several problems such as poor market segmentation, poor product quality, or problems in a supply chain. At this stage of your analysis, you should just try to observe all the symptoms, and avoid prematurely identifying problems or suggesting solutions. (Like a doctor during a medical consultation, you would first need to observe and note all the symptoms of your patient before giving a definite diagnosis of the problem.) Then think about how the symptoms may be interrelated. Relationship diagrams, like the one below, may help you to see the relationships between symptoms.

4　Diagnose the case's problems

After getting a good grasp of the symptoms, you're ready to determine key issues that need to be analysed more closely. You are now diagnosing the situation, like a doctor diagnosing a patient's condition. Ask yourself, 'What seems to be the trouble in this organization?' and make a list of what you now perceive to be the key problem(s). You will probably need to go back to the details of the case and as you do this, you may add to or refine your list of potential problems.

If there are several problems, you will need to order and prioritize them. You might want to number the problems according to your perception of their importance, or make a matrix, like the one below, showing the relationships between various criteria and each problem.

Also try to establish if there are relationships or themes in common among the problems. Perhaps different problems in your list are actually variations of a broader central problem.

Ask yourself what assumptions you have made about the case. Are these assumptions reasonable and supported by facts? Would other people objectively suggest the same problems based on the facts you have? Are you suggesting problems that are not supported by the facts of the case?

After you have considered and prioritized the possible problems and questioned your assumptions relating to these problems, you should write a statement of the problems as you perceive them. Avoid suggesting solutions at this stage.

Once you have a problem statement, you need to find evidence in the case to support your problem diagnosis. Also, try to identify ideas, concepts and theories from your textbook and course units which help to explain what is happening in the case.

5　Formulate criteria for a 'good' solution and identify possible constraints to solutions

Before you propose a solution, you need to consider the characteristics of a 'good' solution. Obviously, your solution should bring benefits such as improved productivity, reduced costs or greater profits. However, it also needs to be viable and be able to accommodate the constraints that you have already identified. For example, you should ask yourself, 'Is the solution legal? Is there a budget for this solution? Does it conflict with the organization's culture?'

Try to brainstorm alternative solutions. Aim to generate a broad and creative range of options and then try to rate each according to various criteria.

The following matrix demonstrates how this can be done.

Also refer to ideas, concepts and theories from your course materials as you consider and assess each possible solution.

It's often wise to propose a solution that allows for plausible alternatives if it should fail. Managers use the term 'satisfice' when they are considering acceptable alternative solutions — that is, they consider whether a solution is able to satisfy the situation while also making some realistic sacrifices to the existing constraints. Such a solution is a satisficing one rather than a maximizing one.

Finally, don't forget to consider the possibility of taking no action. What will actually happen if no action is taken? Are any (or all) of the solutions less viable than taking no action at all?

6　Recommend a viable solution

After you have assessed the merits and pitfalls of each alternative solution, select the best solution for the situation.

Remember that the solution needs to be viable. Can the recommended solution be introduced? Are there the resources and the willingness to implement it? Be realistic about what may work. Explain why it is the best solution within the constraints of the existing context and explain how it can be applied to the organization. Suggest a time frame for the solution's implementation.

Outline possible strategies for implementing your solution, either partially or completely. You should consider as many feasible courses of action as possible should be considered before choosing the one that seems the most likely to succeed. The more ideas you have, the greater your chance will be of finding a solution that will work well. The complexity of most organizational problems means that it is highly unlikely that one idea alone will correct the situation. Usually a combination of actions is required, and these need to be funded differently, timed carefully and staffed as necessary.

7　Present your solution as a written recommendation

Review your final solutions and then prepare a set of written recommendations. These should clearly outline your proposed solutions in relation to the problems that you have identified.

Your recommendations should also include details of why these solutions are the most appropriate given the circumstances and constraints of the case. Finally, you need to clearly state how and when your proposals will be implemented.

Your tutor and your course Assignment File can provide some guidelines on how to present your recommendations.

Some mistakes to avoid as you analyse cases

When you first tackle case studies, you should be careful to guard against the following mistakes:

1. One of the most common mistakes made in case analysis is repeating or simply summarizing the facts of the case. Your tutor is already very familiar with the case details, so you do not have to restate them. You are required to use and analyse the facts, not repeat them. Your analysis should contain only enough case material to support your arguments. Therefore, be analytical!
2. You may often be tempted to just deal with symptoms and ignore the causes of the problems. It is very important to analyse the background of the case (and the climate in which the events of the case unfold).
3. Avoid discussing problems in isolation and do not overlook their interrelatedness. If you try to think in terms of 'systems' rather than individual problems, you will be more likely to avoid this pitfall.
4. Students often fail to state the assumptions underlying their analysis. If any important assumptions have been made, have you questioned them and are they reasonable and appropriate? Avoid selectively using and interpreting case material in order to justify a preconceived solution.
5. Practical limitations and constraints may sometimes be overlooked. For example, a recommendation that a whole team be fired is probably unrealistic.
6. A very common mistake is poor integration of the facts in the case with the concepts, principles, and theories in the textbook. A high level of integration is vital. Ask yourself if relevant theories from your course have been fully and constructively applied.
7. Finally, recommendations are too often not spelled out in detail or are unrealistic. A timetable for implementing them is also often omitted.

Analysing cases poses many challenges, and this is one reason the case study method is so rewarding. It is a very active form of learning. It offers you a risk-free opportunity to gain managerial and organizational experience and should greatly increase your confidence to make informed decisions in the real world.

Good luck and we hope you enjoy working through the cases that you encounter!

CGV B812 will provide you with a thorough overview of the current perspective on how corporate secretaryship, corporate administration, and boardroom dynamics are undertaken. It will equip you with the knowledge and tools you need to strengthen and develop the knowledge and skills you need for both listed and unlisted companies in Hong Kong.

The course will be presented through a blended learning approach, featuring online study materials from the Hong Kong Chartered Governance Institute (HKCGI). As you work through CGV B812, you will need to refer to your Study Guide and the OLE, and you are provided with support through regular learning sessions. The course is assessed through two assignments and a final examination.

We hope you find CGV B812 stimulating and valuable for your professional development.

If you wish to defer your studies of this course until a later date, you should apply for deferment of studies. For regulations governing the deferment of studies, please refer to your Student Handbook. If you have applied for deferment of studies, you should continue with your studies of this course and submit the required assignments until formal approval is given by the University.

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