2013: Hong Kong's year of regulatory reform
New laws for 2013 prioritise liability of bankers, accountants and companies - across the board
Happy New Year to all readers of White Collar. Last year marked a plethora of reforms and challenges for many listed companies, accountants, investment bankers, even the stock exchange and the regulator.
What is in store this year? Well, the list is long on the regulatory side, and immediate.
Starting today, all listed companies must follow a new law requiring disclosure of price-sensitive information in a timely manner, or face a market misconduct tribunal hearing and a fine of up to HK$8 million. Meanwhile, directors may face a ban for a maximum of five years or be forced to attend corporate governance classes.
This change follows a decade-long debate about tougher penalties for failing to disclose information. It will likely include information on share prices, takeover and merger news, any substantial change in financial results, or sudden loss of assets. Before today, the only penalty for directors and companies not making disclosure of price sensitive information was a slap on the wrist from the stock exchange. The new rules will now add some teeth to the regulation.
Secretary for Financial Services and the Treasury Professor Chan Ka-keung said the new law will be "a good first step forward for a reform plan to establish a continuous disclosure culture in the local market".
Listed companies will also need to appoint more women or younger staff as directors; the HKEx requires that from September all such firms must have a more diverse board or be asked to explain why. The trend aims to end the "the all-boys club" mentality that now means only 10 per cent of directors are women, with most seats filled by middle-aged men.
Professor Chan said the HKEx could act as a role model in appointing female directors as the bourse is among the 40 per cent of listed companies with no women on its board. The HKEx has a 13-member board, with six of the directors appointed by the government. Professor Chan, please take the lead!
Many investment bankers will also be busy in the new year. The Securities and Futures Commission (SFC) earlier last year lobbied the government to attach criminal liability to a law concerning sponsors that knowingly or recklessly approve a prospectus containing an untrue statement.
Individuals at banks who intentionally aid or abet such false disclosure could face up to three years in jail, and additionally receive a maximum fine of HK$700,000.
The tougher regulation was deemed necessary given the number of companies which have experienced problems shortly after listing. Several investment bankers said they would be more selective in picking deals, while some prefer to act as underwriters only and not sponsors. Ideally this will improve the quality of new listings.
On the accountancy front, regulatory reform is also a focus this year.
In 2006, Hong Kong established the Financial Reporting Council to assume the work of the Hong Kong Institute of Certified Public Accountants, whose job was to investigate alleged audit failures of listed companies. This mirrored an international trend to stop accountants regulating accountants.
However, despite FRC findings, the HKICPA' disciplinary committee still had final say on any punitive action, a system lagging international practices which exercise more independent control over accountants.
HKICPA is still responsible for licensing accountants, inspecting auditing firms and discipline, but the government early this year will issue a consultation paper proposing to let the Financial Reporting Council, or other independent bodies, carry out routine inspections.