THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS

Size: px

Start display at page:

Download "THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS"

Claude Hodge
5 years ago
Views:

THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS International Qualifying Scheme Examination CORPORATE GOVERNANCE JUNE 2016 Time allowed 3

reading time to read through the question paper before the commencement of the examination between 1:45p.m-2:00p.m. During the reading time, all candidates must be silent and must not write or mark anything on their question papers or answer books.

1 THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS International Qualifying Scheme Examination CORPORATE GOVERNANCE JUNE 2016 Time allowed 3 hours Section A Compulsory case study Section B 5 long questions (attempt any 3) DO NOT OPEN THIS PAPER UNTIL INSTRUCTED TO DO SO BY THE INVIGILATOR Important Note: Candidates are allowed 15 minutes reading time to read through the question paper before the commencement of the examination between 1:45p.m-2:00p.m. During the reading time, all candidates must be silent and must not write or mark anything on their question papers or answer books. Candidates must close all their reference books, notes or other unauthorised materials and put these under their chairs. If any candidates write or make any marks during the reading time, or if they speak or in any other way communicate with anyone either in or outside the examination hall during this period or read any unauthorised materials, they will be disqualified from continuing this examination paper. Once candidates have opened the question paper, they are not allowed to leave the examination hall until 2:30p.m. Page 1 of 12

2 THIS IS A BLANK PAGE Page 2 of 12

3 SUBJECT NO 10M CORPORATE GOVERNANCE JUNE 2016 The examination paper is divided into TWO sections. Section A is a case study with compulsory questions and carries 40 marks. Candidates should attempt THREE questions from Section B, all of which carry 20 marks each. You should allow yourself approximately 70 minutes in total to answer the questions in Section A, and 35 minutes for each of the questions attempted in Section B. Unless otherwise stated, $ denotes Hong Kong dollars. Wednesday afternoon, 1 June 2016 Time allowed: 3 hours 1. SECTION A (Compulsory answer ALL parts of this question) Wai Ming Holding Limited ( Wai Ming ) is a leading construction company in Hong Kong and is listed on the main board of the Hong Kong Stock Exchange. Peter Ho, aged 75, is the chairman of the company. Peter founded the company in 1960 and Wai Ming s major businesses include building construction, maintenance, renovation, plumbing and drainage works, electrical and mechanical works, and building materials supply. Wai Ming has been the main contractor for a large number of contracts for various private developers and government institutions such as the Hong Kong Housing Authority. The board of directors currently comprises three executive directors and two independent non-executive directors (INED s). The executive directors are Ben Ho, the chief executive officer (CEO) and the older son of Peter Ho; Martha Ho, the chief financial officer (CFO) and the younger daughter of Peter Ho; and Robert Cheung, who is in charge of the marketing function. Ben Ho has been with Wai Ming for 25 years. He is responsible for overall corporate development and acts as the deputy chairman. He holds a Bachelor s Degree in Civil Engineering and a Master s Degree in Business Administration. He is Fellow of both the Chartered Institute of Building and the Institute of Civil Engineers (United Kingdom). He was awarded the Bronze Bauhinia Star (BBS) by the Government of the HKSAR in 2013 for recognition of his outstanding contributions made to the construction industry. Martha Ho, aged 30, is a certified public accountant and prior to joining the company she worked for an international accounting firm for five years after graduating from university. The Ho family holds 60% of the shares in Wai Ming. Page 3 of 12

4 One of the INEDs is Warren Chan, a certified public accountant, who has been a good friend of Peter Ho for more than 20 years. Warren has been an INED of Wai Ming since The other INED is a lawyer. The board has set up an audit committee, nomination committee and remuneration committee. The board committees currently comprise the chairman and two INEDs, and Warren Chan chairs all three committees. Recently, Peter s health has not been very good and he has to be absent from directors meetings. In fact he plans to retire next year. A water contamination scandal in public housing estates put Wai Ming in the headlines of Hong Kong newspapers. The scandal began in June 2015 when a Legislative Council member announced that testing of drinking water at a public housing estate in Mongkok revealed lead contamination. The Hong Kong Housing Authority subsequently confirmed that the levels of lead exceeded the standard established by the World Health Organisation. Since the initial discovery at Mongkok, lead contamination of drinking water has been found at numerous other housing estates, schools, and public buildings across Hong Kong. The lead contamination of water resulted in a public outcry and intense media scrutiny. Wai Ming, as one of the main contractors bidding on these developments, has been blamed for causing the contamination in estates it has built. The government released a preliminary finding showing that the solder joints of the water supply pipes are the cause of the contamination. The government is liaising with the main contractors to change the mostly copper pipes at more than 5,000 flats in a two-year-old housing estate. The scandal was discussed at a special board meeting. Warren and another INED suggested replacing the water pipes to avoid reputational damage to Wai Ming s brand (Peter, the founder of the company, has always said that Wai Ming is a safe and ethical Hong Kong contractor). Ben and Martha disagreed and insisted that the company should not help the government in replacing the copper pipes as the plumbing in public estates was built by a subcontractor. They thought that the subcontractor may have used unauthorised materials that caused the contamination. Besides, the replacement would result in a substantial financial loss and potentially impact the company s position as a going concern. Robert wanted to seek external legal advice before making any decision. Ben was not happy that Warren did not agree with his decision. He plans to replace him after his father retires next year. In the meantime, he would like to appoint one more INED to improve the board diversity. Through the referral of a headhunter, Ben has met Victor Chow, a Certified Public Accountant (Practicing), and has invited him to act as INED. Victor is considering whether to take up the appointment. Page 4 of 12

5 REQUIRED: (a) (b) (c) (d) Advise Victor what information or issues he needs to know or clarify before taking up the appointment. (12 marks) Identify and analyse the corporate governance issues regarding the company, the board and its committees. (10 marks) Should the company replace the copper water pipes? Analyse the dilemma faced by the board of directors, taking into consideration the interests of shareholders and other stakeholders. (10 marks) Suggest what procedures or processes the board or its committees should establish or strengthen to address the issues in (b) above. (8 marks) (Total: 40 marks) [Where appropriate, candidates may refer to the Corporate Governance Code and Corporate Governance Report of Hong Kong] Page 5 of 12

6 SECTION B (Answer THREE questions from this section) 2. (a) Discuss how an effective chairman of the board of directors achieves the level of leadership and communication described in the Corporate Governance Code and Corporate Governance Report of Hong Kong. (5 marks) (b) Critically discuss the arguments for and against separation of the roles of the chairman and the chief executive in the listed companies. (15 marks) (Total: 20 marks) Page 6 of 12

7 3. (a) Explain how the audit committee can assess the effectiveness of the external audit process. (5 marks) (b) Critically discuss the possible threats to the independence of the external auditor and detail what safeguarding measures should be put in place to prevent this happening. (15 marks) (Total: 20 marks) Page 7 of 12

8 4. (a) Why is ethical conduct important to corporate governance? (8 marks) You are the company secretary of a Hong Kong listed company. The managing director wants your help in improving the company s corporate governance. (b) Prepare a Business Code of Ethics for the company s directors, officers and employees. (12 marks) (Total: 20 marks) Page 8 of 12

9 5. Agency theory was developed by US economists Jensen and Meckling who focus on the problem of governance as one of conflict of interests between the owners (shareholders) and the managers (the directors) of the company. REQUIRED: (a) Compare and contrast agency theory and stakeholder theory as they apply to corporate governance. (12 marks) Enlightened shareholder value approach is a form of compromise between the agency view and the stakeholder view. (b) Critically evaluate how this concept works from the perspective of corporate governance. (8 marks) (Total: 20 marks) Page 9 of 12

10 6. (a) Critically evaluate the existing requirements and market phenomenon for the appointment of independent non-executive directors (INEDs) on the board of directors of Hong Kong listed companies. (14 marks) (b) Explain how a company secretary can support the INEDs in being more effective. (6 marks) (Total: 20 marks) End of Examination Paper Page 10 of 12

11 THIS IS A BLANK PAGE Page 11 of 12

12 THIS IS A BLANK PAGE Page 12 of 12

RICHLY FIELD CHINA DEVELOPMENT LIMITED (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (stock code: 313)

RICHLY FIELD CHINA DEVELOPMENT LIMITED (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (stock code: 313) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness