SHAREHOLDERS of listed companies should voice their complaints when they think their directors are unreasonably paid, says Deputy Secretary for Financial Services Tam Wing-pong. Commenting on the directors' remuneration issue related to Sincere Co, he said yesterday that the Government had not received any complaints from shareholders of Sincere regarding the package paid to its directors. ''As it is essentially an issue between the company management and the shareholders, the shareholders should fight for their own interest,'' he said. Shareholders should play an important role in promoting corporate governance, he added. Mr Tam noted that the remuneration to Sincere's directors was fully disclosed and dealt with in meetings as required. The stock exchange was discussing the issue with representatives of Sincere, a spokesman said last night. Mr Tam said the suggested introduction of independent directors to the boards of listed companies would offer a means of placing checks and balances on the remuneration issue in future. New accounting rules proposed for Hong Kong would have banned Sincere from booking its controversial $1.08 billion sale of an investment property as an extraordinary item in the 12 months to February 28, 1993. Speaking at a seminar last night about the new rules, Hong Kong Society of Accountants representative Anthony Ng said: ''Under the new standards disposals of property, where the company might not normally be in the business of disposing of property, wouldhave to be reclassified as exceptionals.'' The Sincere extraordinary sale item caused controversy as it was associated with director emoluments disclosed in the company's recently published annual report. Criticism of the size of the remuneration linked to the sale was made by professionals last week. In future, should the proposed accounting standards apply, such property disposals would not be allowed as extraordinary items, said Mr Ng. Seminar chairman Paul Phenix, Hong Kong stock exchange director of compliance, said the changes being proposed covered the treatment of extraordinary items and prior period adjustments. They are in exposure draft form for consultation until November 3 and mark a significant change to the way the territory's accounting standards will be derived. Mr Ng said extraordinary items would only be allowed where there had been a catastrophe or the expropriation of assets. ''In taking the item as an exceptional, the company would have had to state clearly and fully in their profit and loss account at the time of publication, what the nature of the disclosure was and the total amount involved,'' said Mr Ng. He added that it would not be good enough to make superficial mention of significant events in the profit and loss account, as in the case of exceptional disclosures. Instead, detailed information would be required at the time of publication of the profit and loss account. Mr Phenix, who is head of the society's accounting standards committee, said the changes marked a shift towards International Accounting Standards in preference to standards elsewhere. In the past, Hong Kong has based its accounting standards on those ofthe United Kingdom. ''Extraordinary items should appear only on rare occasions in future corporate reporting of the profit and loss account,'' he said. Mr Phenix was unable to comment on issues linked to Sincere. The society has issued a blacklist of items which, under the changes, would have to be disclosed as exceptional items on the profit and loss account, not classed as extraordinaries as at present. Of 16 events defined, only loss of fixed assets as a result of a fire would remain as an acceptable extraordinary. Banned extraordinary items would include: profit or loss on the sale of a subsidiary; provision for deposits with Bank of Credit and Commerce International; and the gain on the disposal of an investment property, including release of revaluation surplus. Other banned items would be: gains from the sale of machinery used in production; expenses incurred in the issue of convertible loan stock; and profit on the disposal of long-term assets. Other events constituting exceptional items would include provision against long-term investments, expenses relating to the abortive proposed acquisition of an investment, and compensation received after a legal dispute (net legal costs). In listings, the profit on the flotation of a subsidiary and the interest earned from the deposits placed in respect of subscription monies received for an issue of shares would need mentioning as exceptionals. Costs of change of domicile, professional fees incurred in connection with an investigation ordered by the Government and reorganisation costs are also highlighted as exceptionals. DO NOT CUT THIS In some articles appearing in recent editions of the South China Morning Post, there have been statements that the directors of the Sincere Company Limited (''the company'') paid themselves sums exceeding by 2.5 times the net profit of the company during the year ended February 28, 1993. The net profit figure used in the South China Morning Post in the articles in question was derived in accordance with standard accounting practice in Hong Kong and at the Stock Exchange of Hong Kong. This does not include extraordinary items. If Sincere's attributable profit to shareholders for the year ended February 28, 1993 is used, the total directors' remuneration of HK$115 million (including salaries, fees and bonuses) as recorded in the company's audited accounts and annual report, represented approximately 10 per cent of the total.