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Issue No. 12 (April 2013)

BMS Corporate Services Limited is a professional service provider specializing in corporate secretarial, bookkeeping and payroll outsourcing services. We use our extensive professional knowledge to help clients fulfill their duties and comply with laws. Corporate and trade rules change rapidly; our BMS e-News serves to provide you with up-to-date news in different areas of corporate secretarial, accounting, banking and trade services.

Introduction of Board Diversity to Corporate Governance under the Listing Rules
The Stock Exchange of Hong Kong Limited (the "Exchange") has decided to implement the new measures on Board Diversity and have introduced the following amendments to the Corporate Governance Code and Corporate Governance Report (the "Code") in the Exchange’s Listing Rules:
- The nomination committee (or the board) should have a policy concerning diversity of board members, and should disclose the policy or a summary of the policy in the corporate governance report.
- Board diversity will differ according to the circumstances of each issuer. Diversity of board members can be achieved through consideration of a number of factors, including but not limited to gender, age, cultural and educational background, or professional experience. Each issuer should take into account its own business model and specific needs, and disclose the rationale for the factors it uses for this purpose.
Such amendments to the Code will take effect on 1 September 2013.
If you have any question, please feel free to contact us.
A Reminder on the Disclosure Requirement of Inside Information
The Securities and Futures (Amendment) Ordinance 2012 (the "Amendment Ordinance") introduced a new statutory Price Sensitive Information disclosure regime to companies listed on the Stock Exchange of Hong Kong on disclosure of price sensitive information taking effect on 1 January 2013.
Under the Amendment Ordinance, a listed corporation must, as soon as reasonably practicable after any Inside Information has come to its knowledge, disclose the information to the public. Inside Information means specific information that is about a listed corporation, its shareholder or officer, or its listed securities or their derivatives, and that is not generally known to the persons who are accustomed or would be likely to deal in its listed securities but would, if generally known to them, be likely to materially affect the price of the listed securities.
Section 307D of the Amendment Ordinance provides Safe Harbours (which permit a corporation to withhold disclosure of inside information under specified circumstances) under which a listed corporation is not required publicly to disclose the Inside Information in order to strike an appropriate balance between requiring timely disclosure of Inside Information and preventing premature disclosure which might prejudice a corporation’s legitimate interests.
Every officer of a listed corporation (including a director, manager or secretary of, or any other person involved in the management of, the listed corporation) must take all reasonable measure from time to time to ensure that proper safeguards exist to prevent a breach of a disclosure requirement in relation to the corporation and may face civil sanctions / prosecutions for failing to properly disclose inside information.
For details, please click here for the Guidelines on Disclosure of Inside Information issued by the Securities and Futures Commission.
BMS provides professional services in directors' continuous training, assisting listed companies in continuous disclosure obligations and drafting relevant policies and procedures to establish controls for monitoring business and corporate developments and events regarding the Inside Information under the Amendment Ordinance. Please do not hesitate to contact us if any of our services is required.
Revision of Statutory Minimum Wage
In Hong Kong, the statutory minimum wage rate will be revised from HK$28 per hour to HK$30 per hour with effect from 1 May 2013. Employees covered by the statutory minimum wage are entitled to wages of not less than HK$30 per hour on average in any wage period.
As a result of the change, the HK$11,500 monthly monetary cap (above which employers are not required to keep records of hours worked by employees) will increase to HK$12,300 per month.
If employers and employees can keep proper records in relation to attendance, hours worked, wages, etc., their respective rights and benefits can be safeguarded and unnecessary disputes can be avoided.

For previous e-News issued by us, please click here.
To make enquiries about our corporate services, please feel free to contact us:

  Position Contact Email

Hope Lee Director (852) 3151 1611 HLee@bmshk.com.hk
Ivan Ng Director (852) 3151 1688 Ivan.Ng@bmshk.com.hk
Zoe Pak Associate Director
(Company Secretarial Services)
(852) 3151 1210 Zoe.Pak@bmshk.com.hk
Irene Lau Manager
(Company Secretarial Services)

(852) 3151 1211 Irene.Lau@bmshk.com.hk
James Lai Senior Manager
(Trade Services)
(852) 3151 1213 James.Lai@bmshk.com.hk
Gloria Ng Manager
(Trade Services - Accounting)
(852) 3151 1212 GNg@bmshk.com.hk

© BMS Corporate Services Limited 2013. All rights reserved.
This information is of a general nature only and is not intended to be relied upon, nor to be a substitute for, specific professional advice. No responsibility for loss arising from acting on or refraining from action as a result of any of this information can be accepted. No reader should act on the basis of this information without obtaining independent professional advice with regard to their particular circumstances.