C Secretary Ar09 2

The Hong Kong Institute of Chartered Secretaries
香港特許秘書公會
Hong Kong Office
香港辦事處
3F., Hong Kong Diamond Exchange Building, 8 Duddell Street, Central, Hong Kong
香港中環都爹利街8號香港鑽石會大廈3樓
Tel 電話: (852) 2881 6177
Fax 傳真: (852) 2881 5050
Email 電郵: ask@hkics.org.hk
Website 網址: www.hkics.org.hk
Beijing Representative Office
北京代表處
Rms 1014-1015, 10F., Jinyu Mansion, No. 129 Xuanwumen Xidajie, Xicheng District, Beijing, China P.C. 100031
北京市西城區宣武門西大街甲129號金隅大廈10層1014-1015室郵政編號100031
Tel 電話: (8610) 6641 9368
Fax 傳真: (8610) 6641 9078
Email 電郵: bro@hkics.org.hk
Website 網址: www.hkics.org.hk
TheHongKongInstituteofCharteredSecretaries香港特許秘書公會AnnualReport2009

Chartered Secretaries 2009 Annual Report
2
3
The Hong Kong Institute of
Chartered Secretaries
香港特許秘書公會
Chartered Secretaries. More than meets the eye.
特許秘書. 潛能. 超越所見.
The Hong Kong Institute of Chartered Secretaries is an independent professional
body with approximately 5,000 members including graduates and 2,500 students.
It is dedicated to the promotion of its members’ role in the formulation and
effective implementation of good corporate governance policies in Hong Kong
and throughout China as well as the advancement of the profession of Chartered
Secretary. The Institute was first established in 1949 as an association of Hong Kong
members of the Institute of Chartered Secretaries and Administrators (ICSA) of
London. It became a branch of ICSA in 1990 before gaining local status in 1994 and
changing its name to The Hong Kong Institute of Company Secretaries. In July 2005,
the Institute changed its name to The Hong Kong Institute of Chartered Secretaries.
The Institute retains its close relationship with ICSA, and all the Institute’s members
are also ICSA members.
President’s Report 2
Financial Highlights 6
Report of Council 8
Calendar of Significant Events 12
The Institute and our Members 24
Members’ Profile 2 8
The Institute and our Students 30
Students’ Profile 32
The Institute and the Regulators 34
The Institute and Mainland China 36
Affiliated Persons’ Profile 45
The Institute and the ICSA 46
The Institute and Other Professional and Academic Bodies 47
Council Members’ Biographies 51
Council Committees, Panels, Working Groups and Task Forces 55
Institute Representatives serving on External Panels, Committees and Working Groups 61
Secretariat 63
Independent Auditors’ Report 66
Audited Financial Statements
Income Statement 67
Balance Sheet 68
Cash Flow Statement 69
Statement of Changes in Reserves 70
Notes to the Financial Statements 71
Appendix – ECPD Programme Seminar Report 83
Contents

4
5
Your Council identified ten initiatives at
the beginning of the year. Some were
carried over from previous years and
others were new, all are important to
the future of our profession. Our first
priority was to restructure the Institute
and secretariat in order that we are
able to meet the challenges in the years
ahead, especially those we anticipate
to encounter in Mainland China. With
increased regulatory pressure, a raised
profile and the massive challenge of
establishing the profession of Chartered
Secretary in Mainland China, your
Council decided to dissolve the Executive
Committee and its role, in monitoring the
finances and operations of the Secretariat,
was taken over by the Council. From
January 2008 onwards, we held a
Council meeting every calendar month.
The China Affairs Committee (CAC)
was dissolved as of 1 August 2008 and
its activities incorporated into the three
remaining Committees of Council which
President’s
Report
an opportune moment to refurbish the
current office. Your Institute purchased
the current office in 2004 and this will be
the first proper refurbishment since then.
As mentioned, the Council has decided
that the opportunities in both Hong
Kong and the Mainland are best served
by a more efficient and streamlined
Institute. Whilst the Hong Kong area of
our ICSA designated territory has been
well catered for the Mainland, being
virgin territory in terms of the Chartered
Secretary profession, has presented
different challenges. The China strategy,
are now accountable for the Institute’s
activities in Mainland China as well as
those in Hong Kong.
By creating a more secretariat and
committee structure the Council and its
committees can focus on their relevant
areas of expertise in the entire territory.
This in turn allows the committees
to allocate whatever resources they
feel relevant in order to get the job
done, especially where projects on
the Mainland are concerned. The CAC
has done a fantastic job over the years
under the leadership of Vice President
Maurice Ngai, but in order to maintain
the momentum built up by the CAC it
was felt that, as in Hong Kong, specialist
committees should be able to bring all
of their resources to bear on the projects
they felt most important, whether they
be in Hong Kong or the Mainland. As
far as the secretariat is concerned, a new
position was opened in Shanghai and
first designed in 2004, has served us well,
and we are working from a firm base.
However, the first phase of that strategy,
the Affiliated Persons programme is now
a mature and established programme,
we therefore need additional initiatives
to maintain the momentum of progress
we have built up on the Mainland.
These include establishing the Institute’s
qualifying scheme on the Mainland (i.e.
the International Qualifying Scheme or
IQS), both in its Hong Kong format and
a new Mainland IQS with suitable Your
Council identified ten initiatives at the
beginning of the year. Some were carried
if feasible we will establish an office
similar to the Beijing Representative
Office in Shanghai. In the head office
in Hong Kong, four new positions were
created. The first was the appointment of
a General Manager to focus on Mainland
issues as well as be the official number
two to the Chief Executive. The General
Manager has to integrate and co-ordinate
activities and projects on the Mainland
between the three Committees of Council
as well as the supporting teams/staff of
the Secretariat among the offices in Hong
Kong, Beijing and Shanghai. The new
position was advertised and our then
Director, Education and Examinations
and Company Secretary, Louisa Lau was
selected to take up the new position
as General Manager. As a consequence
Education and Examinations has been
recruited to fill the vacancy left by
Louisa’s promotion. The second position
created was the appointment of a
secretary to the General Manager.
The third appointment was the
appointment of the Institute’s first ever
dedicated Manager, Marketing. The
new branding and corporate identity
programme of last year has created many
opportunities to expand the marketing
horizons of the profession, but in order
to fully exploit these it was felt necessary
to have a dedicated professional. The
new Manager, Marketing will start in
January 2009. The fourth appointment,
a Research Assistant, will increase our
research capacity and will probably
be filled in early 2009. The new
appointments and new branding of
the profession have presented us with
Your Council identified ten initiatives at the beginning of
the year. Some were carried over from previous years and
others were new, all are important to the future of our
profession. Your Council identified ten initiatives
at the beginning of the year. Some were
Natalia K.M.Seng
President
As mentioned, the Council has
decided that the opportunities
in both Hong Kong and the
Mainland are best served by a
more efficient and streamlined
Institute.

6
Chartered Secretaries 2009 Annual ReportChartered Secretaries 2009 Annual Report
Your Council identified ten initiatives at
the beginning of the year. Some were
carried over from previous years and
others were new, all are important to
the future of our profession. Our first
priority was to restructure the Institute
and secretariat in order that we are
able to meet the challenges in the years
ahead, especially those we anticipate
to encounter in Mainland China. With
increased regulatory pressure, a raised
profile and the massive challenge of
establishing the profession of Chartered
Secretary in Mainland China, your
Council decided to dissolve the Executive
Committee and its role, in monitoring the
finances and operations of the Secretariat,
was taken over by the Council. From
January 2008 onwards, we held a
Council meeting every calendar month.
The China Affairs Committee (CAC)
was dissolved as of 1 August 2008 and
its activities incorporated into the three
remaining Committees of Council which
are now accountable for the Institute’s
activities in Mainland China as well as
those in Hong Kong.
By creating a more secretariat and
committee structure the Council and its
committees can focus on their relevant
areas of expertise in the entire territory.
This in turn allows the committees
to allocate whatever resources they
feel relevant in order to get the job
done, especially where projects on
the Mainland are concerned. The CAC
Education and Examinations has been
recruited to fill the vacancy left by
Louisa’s promotion. The second position
created was the appointment of a
secretary to the General Manager. The
third appointment was the appointment
of the Institute’s first ever dedicated
Manager, Marketing. The new branding
and corporate identity programme of last
year has created many opportunities to
expand the marketing horizons of the
profession, but in order to fully exploit
these it was felt necessary to have a
dedicated professional. The new Manager,
Marketing will start in January 2009. The
fourth appointment, a Research Assistant,
will increase our research capacity and
will probably be filled in early 2009. The
new appointments and new branding of
the profession have presented us with
an opportune moment to refurbish the
current office. Your Institute purchased
the current office in 2004 and this will be
the first proper refurbishment since then.
As mentioned, the Council has decided
that the opportunities in both Hong
Kong and the Mainland are best served
has done a fantastic job over the years
under the leadership of Vice President
Maurice Ngai, but in order to maintain
the momentum built up by the CAC it
was felt that, as in Hong Kong, specialist
committees should be able to bring all
of their resources to bear on the projects
they felt most important, whether they
be in Hong Kong or the Mainland. As
far as the secretariat is concerned, a new
position was opened in Shanghai and
if feasible we will establish an office
similar to the Beijing Representative
Office in Shanghai. In the head office
in Hong Kong, four new positions were
by a more efficient and streamlined
Institute. Whilst the Hong Kong area of
our ICSA designated territory has been
well catered for the Mainland, being
virgin territory in terms of the Chartered
Secretary profession, has presented
different challenges. The China strategy,
first designed in 2004, has served us well,
and we are working from a firm base.
However, the first phase of that strategy,
the Affiliated Persons programme is now
a mature and established programme,
we therefore need additional initiatives
to maintain the momentum of progress
created. The first was the appointment of
a General Manager to focus on Mainland
issues as well as be the official number
two to the Chief Executive. The General
Manager has to integrate and co-ordinate
activities and projects on the Mainland
between the three Committees of Council
as well as the supporting teams/staff of
the Secretariat among the offices in Hong
Kong, Beijing and Shanghai. The new
position was advertised and our then
Director, Education and Examinations
and Company Secretary, Louisa Lau was
selected to take up the new position
as General Manager. As a consequence
President’s Report
The new branding and corporate identity
programme of last year has created many
opportunities to expand the marketing
horizons of the profession, but in order to fully
exploit these it was felt necessary to have a
dedicated professional
As mentioned, the Council has
decided that the opportunities
in both Hong Kong and the
Mainland are best served by a
more efficient and streamlined
Institute.
7
we have built up on the Mainland.
These include establishing the Institute’s
qualifying scheme on the Mainland (i.e.
the International Qualifying Scheme or
IQS), both in its Hong Kong format and
a new Mainland IQS with suitable Your
Council identified ten initiatives at the
beginning of the year. Some were carried
over from previous years and others
were new, all are important to the future
of our profession.
Natalia K. M. Seng
President
Hong Kong, 11 November 2008

8
9
Financial
Highlights
.
2007/08 Income Portion
10% Examination fees received
65% Subscriptions
21% Revenue from functions held
4% Sundry income
40% Staff costs
3% Depreciation & amortisation expenses
9% Direct cost of functions held
4% Institute’s service charges
13% Promotion & public relations
13% Publications and printing
5% Student services
13% Utilities & sundry expenses
2007/08 Expenditure Portion
Total income
Total expenditure
Surplus/ (Deficit)716
HK$’000
04 05 06 07 08
Remark: Total income included bank interest & investment income.
Surplus/(Deficit) Comparison 2004-2008
15,484
14,569
915
19,578
16,487
3,091
16,379
16,613
-234
20,217
19,501
21,747
24,450
-2,703
Total income
Total expenditure
HK$’000
04 05 06 07 08
15,484
14,569
915
19,578
16,487
3,091
16,379
16,613
-234
20,217
19,501
21,747
24,450
-2,703
Total income
Total expenditure
HK$’000
04 05 06 07 08
15,484
14,569
915
19,578
16,487
3,091
16,379
16,613
-234
20,217
19,501
21,747
24,450
-2,703
Total income
Total expenditure
HK$’000
04 05 06 07 08
15,484
14,569
915
19,578
16,487
3,091
16,379
16,613
-234
20,217
19,501
21,747
24,450
-2,703

10
11
It is dedicated to the
promotion of its members’
role in the formulation and
effective implementation of
good corporate governance
policies in Hong Kong and
throughout China as well as the
advancement of the profession
of Chartered Secretary

12
13
98
August 2007
Enhanced Continuing Professional
Development (ECPD) Programme
During this CPD year, over 70 seminars
and workshops were held covering a
wide range of industry-related topics. A
list of the seminars and workshops can
be found on pages 83 to 88.
Company Secretaries Panel (CSP)
Luncheon
The CSP luncheon on 13 September
was attended by Martin Wheatley, Chief
Executive Officer of the Securities and
Futures Commission (SFC), and other
senior SFC executives.
Calendar of
Significant
Events
Lingnan University Orientation
Camp
A career talk for over 100 freshmen was
held at the orientation camp for Business
Administration Society of ingnan
University Student’s Union on 8 August.
Seminar to Lingnan University students
Baptist University Economic
Society Orientation Camp
A career talk was organised at the
Orientation Camp for the Economics
Society, Student Union of Hong Kong
Baptist University on 17 August.
September 2007
President’s Official Visit to Beijing
An official visit to Beijing took place on 5
September. The Institute’s President and
delegates met with representatives
from the China Securities Regulatory
Commission (CSRC) and the State-owned
Assets Supervision and Administration
Commission of the State Council, and
held a gathering with Institute’s Affiliated
Persons.

14
15
President
Natalia K.M. Seng, FCIS FCS(PE) ,
MBA (Executive)
Mrs. Seng is an Executive Director of
Tricor Group. As Joint Head of Corporate
Services and China Consultancy Services,
she is responsible for the strategic
development of the group’s corporate
services in Hong Kong and Mainland
China. She also plays a key role in
advising listed and private company
clients on corporate governance,
regulatory and compliance issues. With
the support from her professional teams,
she is the outsourced company secretary
of a number of listed issuers (including
an H-share company and the manager of
a listed REIT).
Mrs. Seng joined the Institute Council in
1996. She was Chairman of the Education
Committee from 1999 to 2000 and from
2003 to 2006. She was elected President
of the Institute in 2006.
Professor Alan K.M. Au, FCIS FCS,
FHKIM, MBA, MMS, PhD
Professor Au, a Professor with The Open
University of Hong Kong (OUHK), heads
the Marketing, Management and Decision
Science Strand of the Lee Shau Kee
School of Business and Administration.
His portfolio includes managing the BBA
(Hons) in Corporate Administration,
Master of Corporate Governance, and
Doctor of Business Administration
programmes. He is also a member of
the Council and the Senate of OUHK.
Before joining OUHK, Professor Au
served in various academic positions
in Hong Kong and New Zealand. He
has published widely in international
refereed journals, covering areas such as
business ethics, global management and
marketing. He is a Regional Editor for
Cross-Cultural Management Journal and
has undertaken associate editorships with
two international journals.
Council
Members’
Biographies
Vice-Presidents
April W.Y. Chan, FCIS FCS(PE)
Mrs. Chan is Company Secretary of
CLP Holdings Ltd. She has extensive
experience in company secretarial
practices and has been instrumental
in developing and implementing the
corporate governance framework in CLP.
Mrs. Chan joined the Institute Council
in July 2004. She was Chairman of the
Membership Committee in 2005 and
2006. She is currently Vice-President and
the Chairman of the Company Secretaries
Panel. Maurice W.F. Ngai, FCIS FCS(PE),
CPA, ACCA, MCF, MBA, LLB(Hons) Mr.
Ngai, Director, Head of Listing Services
of KCS Hong Kong Limited, has 19
years’ experience in various professional
capacities including company secretary,
chief financial officer, executive director
and assistant managing director of a
number of listed companies. He also acts
as an independent director for a number
Treasurer
Douglas C. Oxley, FCIS FCS
Mr. Oxley has operated his own
consulting firm since 1994. Prior to that,
he taught at The Hong Kong Polytechnic
University from 1978 to 1997 and was the
Founding Course Leader of Bachelor of
Arts (Honours) Degree in Accountancy.
Mr. Oxley was a Hong Kong Committee
member from 1979 to 1984. He joined
the Institute Council in 2003 and was
elected Treasurer in 2004.
Diana M.Y. Chung, FCIS FCS(PE)
Ms. Chung is a Director of Corporate
Services at Tricor Services Ltd. With
over 30 years’ company secretarial
experience, she has advised on company
secretarial matters for a wide spectrum
of businesses. Ms. Chung’s specialist
areas include setting up new businesses,
corporate reorganisations, company
liquidations and trust administration.
Ms. Chung joined the Institute Council in
2002.
Susie S.F. Cheung, FCIS FCS, LLB,
LLM (London)
Ms. Cheung is the General Counsel and
Company Secretary of The Hong Kong
Mortgage Corporation Ltd which is
wholly owned by the Hong Kong SAR
Government through the Exchange Fund.
She practised as a solicitor with London
City law firms, specialising in banking,
structured finance, aircraft finance and
securitisation. She is a Co-Convenor of
the Asia-Pacific Securitisation Association,
which was set up by industry participants
in Hong Kong to promote the growth
and interests of the securitisation industry
in Hong Kong, Mainland China and the
region as a whole.
Ms. Cheung joined the Institute Council
in 2007 and is Vice-Chairman of the
Membership Committee.

16
17
Notes to the Financial Statements
For the year ended 31 July 2008
5. Critical accounting judgments and key sources of estimation uncertainty (continued)
Allowances for bad and doubtful debts
The policy for allowance of bad and doubtful debts of the Institute is based on the evaluation of collectability and aging analysis
of accounts and on management’s judgment. A considerable amount of judgment is required in assessing the ultimate realisation of
these receivables, including the current creditworthiness and the past collection history of each customer. If the financial conditions
of members of the Institute were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances
may be required.
Fair value of property
At the balance sheet date, the Institute’s building under long lease are stated at fair value of HK$3,600,000 (2007: HK$3,370,000)
based on the valuation performed by an independent qualified professional valuer. In determining the fair value, the valuers have
based on market value existing use basis which involves, inter-alia, certain estimates, including comparable market transactions,
appropriate capitalisation rates and reversionary income potential and redevelopment potential. In relying on the valuation,
management has exercised their judgment and is satisfied that the method of valuation is reflective of the current market conditions.
6. Subscriptions
Subscriptions comprise subscription fees received from members, graduates and students during the year.
7. Other revenue
2008 2007
HK$ HK$
Bank interest income 264,264 347,285
Examination fees received from students 2,201,552 2,146,031
Revenue from functions held 4,615,139 3,947,501
Sundry income 330,990 432,849
Realised gain on disposal of financial assets at fair value through profit or loss 27,531 12,928
Increase in fair value of financial assets at fair value through profit or loss 181,443 705,674
7,620,919 7,592,268
8. Staff costs
2008 2007
HK$ HK$
Salaries, allowances and other benefits 9,421,780 8,914,306
Contributions to the MPF Scheme 655,039 608,409
10,076,819 9,522,715
19. Note to cash flow statement
Reconciliation for deficit to net cash from operations
2008 2007
HK$ HK$
(Deficit) Surplus for the year (2,702,520 ) 715,642
Adjustments for:
Depreciation 751,100 681,499
Amortisation of prepaid lease payments 17,216 17,216
Interest income (264,264 ) (347,285 )
Realised gain on disposal of financial assets at fair value
through profit or loss (27,531 ) (12,928 )
Increase in fair value of financial assets at fair value
through profit or loss (181,443 ) (705,674 )
Operating (deficit) surplus before changes in working capital (2,407,442 ) 348,470
Increase in debtors, deposits and prepayments (372,167 ) (418,370 )
(Increase) decrease in inventories (19,920 ) 15,549
Increase in trade and other payables 1,442,811 349,900
Net cash (used in) generated from operation (1,356,718 ) 295,549
20. Operating leases arrangement
2008 2007
HK$ HK$
The Institute as lessee
Minimum lease payments under operating leases recognised
in income statement for the year 220,247 121,564

The Institute leased its Beijing representative office under operating lease arrangements. The term of the lease was
negotiated at 3 years.
At the balance sheet date, the total future minimum lease payments under non-cancellable operating leases are as
follows:
2008 2007
HK$ HK$
Land and buildings
– Within one year 345,130 211,560
– In the second to fifth year, inclusive 105,780 317,340
450,910 528,900

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