Companies Registry
Corporate Governance Policy Statement


 
 
INTRODUCTION
 
THE GOVERNANCE FRAMEWORK
 
A COMPETENT AND ACCOUNTABLE BOARD
 
TRANSPARENT AND TIMELY REPORTING SYSTEMS
 
ROBUST INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS
 
GOOD CUSTOMER AND PUBLIC RELATIONS
 
COMMITMENT TO CORPORATE SOCIAL RESPONSIBITLITY

 

INTRODUCTION

As a corporate regulator, the Companies Registry (the Registry) acknowledges and attaches great importance to good governance as it affects not only the efficiency and effectiveness of the Registry, but also the public's confidence and trust in its capability and integrity and the level of satisfaction of its employees. The Registry's governance model is based on an effective Management Board (the Board), whose main responsibilities are to establish the guiding principles and policies for the Registry, to monitor compliance with those principles and policies and ensure that staff, and the Board alike, are held accountable for their performance.

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THE GOVERNANCE FRAMEWORK

Effective governance is vital to promoting the long-term sustainability of the Registry and safeguarding the interests of all its stakeholders. The Registry believes that the highest standards of corporate governance is best fulfilled through a competent and accountable board, transparent and timely reporting systems, robust internal control systems, effective risk management, commitment to quality corporate social responsibility, and taking into account the needs of our staff, customers and public interest as a whole.

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A COMPETENT AND ACCOUNTABLE BOARD

Solid Foundations for Management and Oversight

 

The Registrar of Companies ("the Registrar") should put in place a clear organisational structure of the Registry with defined roles and responsibilities for all levels of management and staff.

The Board, headed by the Registrar and comprised all directorate officers of the Registry, is responsible for setting strategic directions and managing the business and affairs of the Registry with the aim of achieving its vision and mission.

The Board should establish committees on specific areas such as integrity, investment strategies, development and departmental establishment, to enhance efficiency and ensure proper management and oversight of the Registry's business and affairs. These committees should make recommendations where appropriate to the Board for continual monitoring and enhancement of good corporate governance practices.

Implementation of the Government's Policies and Objectives

 

The Registrar should set up effective arrangements to ensure proper implementation of the Government's policies and objectives.

Senior management of the Registry should meet regularly and maintain close contact with the Financial Services and the Treasury Bureau (Financial Services Branch). Regular meetings should be held to review and monitor the performance of the Registry.

Business performance should be reviewed, from time to time, and policy endorsement should be obtained on all major legislative initiatives.

Corporate and Business Plan

 

Corporate and Business Plan should be prepared and submitted to the Secretary for Financial Services and the Treasury for approval annually.

The approved plan serves as a basis for evaluating the standard of the Registry's performance and for devising the Registry's development and work plans for the next five years.

Board Meetings

 

Board meetings, chaired by the Registrar, should be held monthly to discuss, review and monitor the Registry's major initiatives and activities, either in progress or in the pipeline, to ensure proper planning, effective operation and compliance with relevant regulations and established procedures.

The Board should identify, deliberate and resolve policy, operational and legislative issues at meetings in a timely and efficient manner.

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TRANSPARENT AND TIMELY REPORTING SYSTEMS

Accountability for Public Money

 

The Board should ensure that effective and efficient budgeting and financial management processes are established to ensure proper deployment of resources in achieving the Registry's vision.

The Board should ensure that stakeholders and the general public are provided with clear and sufficient information on the financial and operating results of the Trading Fund. This would enable stakeholders to understand properly the nature of business of the Registry, its current state of affairs and how it is being developed for the future.

Annual accounts should be prepared in accordance with generally accepted accounting principles and standards in Hong Kong and be audited by the Director of Audit.

The audited annual accounts together with the Registry's annual report should be tabled in the Legislative Council every year and uploaded to the Registry's website to facilitate information dissemination.

The Investment Strategy Committee, chaired by the Registrar and comprised members of the Registry's senior management, should meet at regular intervals and when a need arises to review the performance of the Registry's investment portfolio and consider alternative investment strategies and proposals.

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ROBUST INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS

Risk Management

 

The Registry should establish a sound and effective risk management and internal control system, with clear policies and regulations on administrative, procurement and financial matters, proper segregation of duties, alignment of IT systems with the corporate mission, policies and objectives; and proper functioning of the provision of services to customers.

Policies and regulations should be reviewed regularly and updated to suit the changing environment and align with policies and regulation promulgated by government bureaux.

The Development Steering Committee, chaired by the Registrar and comprised members of the Registry's senior management and a representative of the Financial Services and the Treasury Bureau (Financial Services Branch), should meet monthly to consider new initiatives, review implementation progress of major IT projects and resolve development issues.

Guidelines on Information Security Incident Handling, End Users Instructions on IT Security should be circulated at regular intervals to foster awareness of security issues and compliance with various security policies and instructions on IT systems by staff. The instructions and guidelines should be reviewed regularly to ensure consistency with the government's prevailing guidelines and standards.

The Registry's IT Security Policy, Contingency Plans and Business Contingency Plans should be regularly reviewed and updated to ensure that the security control in place is in compliance with the latest standards and requirements.

IT security risk assessments and audits should be conducted by independent auditors to ensure that the Registry's IT security protection measures are proper and up to standard.

Staff Recruitment and Training

 

The Registry recognises that a team of high-calibre professional staff is essential for providing quality services to its customers and sustaining the development of the Registry. The Registry should conduct recruitment exercises in a fair and open manner to meet its staffing requirements.

The Departmental Establishment Committee, which is set up to assist the Registrar to determine the non-directorate establishment in the Registry, should consider staff proposals and make recommendations to the Registrar to achieve the best use of manpower resources for the delivery of our services to the public.

The Registry adopts a strategic approach to staff training and development matters. Departmental Training and Development Plan should be drawn up annually to meet the operational needs of the Registry, to ensure efficient use of training resources and facilitate the development of staff members.

Integrity and Honesty in Public Service

 

Staff of the Registry are required to abide and comply with the Civil Service Code. The Code sets out the core values which are central to the integrity and probity of the civil service and the standards of conduct which are required to be upheld, including organisational and ethical principles of justice, impartiality, integrity, diligence and accountability of decisions and actions.

An Integrity Management Committee, which is set up to formulate long term departmental integrity management strategies and monitor implementation of the integrity management initiatives of the Registry, should meet at regular intervals.

Integrity Management Programme Action Plan should be drawn up annually to provide all staff members with clear guidance on the Registry's commitment to and efforts in integrity management.

The Integrity Management Committee should review regularly the effectiveness of various measures taken to promote staff awareness of and alertness to integrity issues and various regulations and guidelines governing conduct and discipline.

Staff Complaints Procedure

 

Staff complaints procedure allowing employees to raise concerns in confidence about possible breaches of policies, regulations or code of ethics should be adopted and promulgated.

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GOOD CUSTOMER AND PUBLIC RELATIONS

Proper and Effective Channels of Communications with Customers and the Public

 

The Registry adopts the Code on Access to Information as its disclosure policy. The Code provides a formal administrative framework for the provision of information by the Government to members of the public with the objective of keeping the community well informed about the Government, the services that it provides and the basis for policies and decisions that affect individuals and the community as a whole.

Information relating to the Registry and its developments, together with the latest statutory and procedural requirements should be easily accessible by the public through the best modern technology.

Appropriate requests made under the Personal Data Privacy Ordinance should be handled timely and appropriately.

Effective communications with customers should be maintained. Clear channels of communications including visits, consultations and publications in the form of website updates, e-News, external circulars and information pamphlets should be established.

Evaluation Mechanism

 

Effective channels to receive customers' feedback and complaints should also be established for service enhancement.

Views, ideas and opinions from different customer groups should be collected through well-established channels to facilitate business process review and consideration of service improvement initiatives.

Performance pledges should be set and awareness of, commitment to and continuous enhancement of the pledges should be promoted.

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COMMITMENT TO CORPORATE SOCIAL RESPONSIBILITY

Maintenance of Highest Ethical Standards

 

The Registry should establish appropriate mechanism to ensure maintenance of the highest ethical standards in the conduct of business and our care for the community, the environment and the well being of staff members.

Clear guidelines and procedures for disclosing interests and avoiding conflicts of interest should be provided to staff.

Care for the Community

 

A volunteer team was established to enhance the Registry's contributions to the community as a whole by participating in social services.

Charitable activities and educational initiatives in the community should be encouraged and promoted.

Care for the Environment

 

The Registry is committed to maintaining a high level of environmental awareness among staff members and pursuing environmental protection through adoption of environmentally friendly technologies, minimisation of possible adverse impact on the environment and continuing to find ways to enhance the Registry's environmental friendliness.

The Registry should set out its environmental policies, achievements and targets to enhance the Registry's environmental friendliness.

Care for Staff Members

 

The Registry is committed to enhancing the well being and the training and development of our staff members. The Registry implements a Staff Motivation Scheme to boost staff performance and morale.

The Companies Registry Safety Committee, which is set up to formulate, implement, monitor and review policies and measures relating to occupational safety and health, should ensure a high standard of occupational safety and health in the workplace.