Corporate Administration and Secretaryship

Welcome to CGV B897 Corporate Administration and Secretaryship.

CGV B897 Corporate Administration and Secretaryship is a one-year, ten-credit, postgraduate level course for HKMU students seeking an understanding of the legal and regulatory framework of both listed and unlisted companies in Hong Kong, and an overview of labour law in Hong Kong. The first half of the course focuses on the labour law and associated employment legislations currently enforced in Hong Kong, while the second half focuses on issues of corporate administration and corporate secretaryship in Hong Kong.

Purpose of this Course Guide

This Course Guide tells you briefly what the course is about and how you can work your way through the material. For information on assignments, please refer to the Assignment File, and for information on due dates and cut-offs for work to be submitted, please refer to the Presentation Schedule on the Online Learning Environment (OLE).

Course aims

CGV B897 Corporate Administration and Secretaryship aims to provide you with a sound foundation in the legal framework of incorporating, maintaining and dissolving a company in Hong Kong. This course will focus on the application of relevant theories to daily administrative work and secretarial practices faced by a company secretary in a commercial field or company secretarial firms. The course also provides you with a general understanding of employment law and labour-related legislation in Hong Kong.

Course learning outcomes

Upon completion of CGV B897, you should be able to:

• Analyse the legal obligations of employers and employees under various ordinances.
• Critically analyse the different types of business organizations and capital; and evaluate the rules on formation/registration of companies, company meetings, alteration of share capital and appointment/vacation of company officers and auditors.
• Evaluate the rules on disclosure of financial and price-sensitive information; and examine the rules and procedures for reconstruction, takeover, merger, receivership and dissolution of companies under statutory and non-statutory regulations.

Course outline

The following table outlines the topics, study weeks and required assessment tasks for the course.

In addition to this Course Guide, please ensure that you have the following important course components.

• the ten study units (note: study units also include supplementary readings related to each unit); and
• the Assignment File.

Study units

There are ten units in CGV B897. Each unit consists of three to five weeks' worth of part-time study. We expect you to spend about ten hours per week on your studies. Please remember that you have to plan your own study schedule. This is essential for you to complete your assignments on time and pass the examination.

The study units summarize key issues, explain the relevant Ordinances, theories and practices, and comment on related readings. Each unit contains activities and self-tests to help you to apply and check your understanding of the units. Please take the time to complete the activities and self-tests, and to check your answers with the feedback at the end of the units.

Set textbook

There is no set textbook for this course.

Recommended reference books

The following textbooks are useful for reference for this course:

Tyler, E L G and Lo, S H C (2023) Butterworths Hong Kong Company Law Handbook, 25th edn, LexisNexis.

Cheng, P W, Sum, H S A and Yuen, K T F (2021) The Hong Kong Company Secretary's Handbook: Practice and Procedure, 11th edn, Pearson.

Ong, K and Leung, A (2021) Companies Ordinance (Cap. 622): Commentary and Annotations 2021 (2 volumes), Sweet & Maxwell.

Stott, V (2020) Hong Kong Company Law, 15th edn, Pearson.

Tsang, A and Chan, N. (2017). Concise Guide: Compliance and Company Secretarial Practice of Hong Kong Private Companies, Hong Kong: Sweet and Maxwell.

Recommended material

You are also advised to obtain a copy of the most recent edition of the Companies Ordinance (Cap 32 and Cap 622) and the Employment Ordinance (Cap 57) for use in conjunction with this course. These ordinances are printed and published by the Government Printer, HKSAR, and should be available through their outlets. You can also gain access to them through the Internet at the following web address:

http://www.elegislation.gov.hk/

You are also suggested to have access to the Listing Rules, the Codes on Takeovers and Mergers and Share Repurchases, various forms to be filed with the Companies Registry, and other resources related to Hong Kong's labour laws. If you want to access these resources through the Internet, you can check the following web addresses:

https://en-rules.hkex.com.hk/

http://www.sfc.hk/sfc/html/EN/

http://www.cr.gov.hk/en/forms/index.htm

http://www.oro.gov.hk

http://www.oshc.org.hk/

http://www.eoc.org.hk

https://www.pcpd.org.hk/

http://www.mpfa.org.hk

http://www.labour.gov.hk

You will also be asked to read additional materials identified in the relevant parts of the study units.

Supplementary readings

In addition to the set text, supplementary readings for each unit will be provided to support the course. These are included in the study units. You will often be guided on which key issues to focus on during your reading, and you are strongly encouraged to make notes of key issues as you read.

Assignment File

Assignment details for this course are contained in your Assignment File. The nature of these assignments is described in the 'Assignments' section of this guide.

Online Learning Environment (OLE)

You are also encouraged to make use of HKMU's Online Learning Environment (OLE) to communicate with your tutor and with other students. You can also find course materials and the latest course information on the OLE. For details about the OLE and how to gain access to it, please refer to the Online Learning Environment User Guide.

Presentation Schedule

The Presentation Schedule for this course is available on the OLE. In this Schedule, you will see the times (due dates) by which your tutor should receive your assignments. Please note that you must submit all your assignments in time to reach your tutor by the dates shown.

Case studies are a useful and increasingly popular form of learning and assessment in HKMU's School of Business and Administration. In this section we will look at why case studies are used and then suggest some learning strategies that you can use to approach case studies. We will also briefly discuss some problems that you may encounter as you learn from case studies.

What is a case study approach to learning?

One main purpose of a case study is to explore an issue or a number of issues in relation to an organization. The intention is to get you to carefully diagnose an organization; to focus on key problems, and to suggest how these might be resolved. Often the case is a real-life account of an organization which you are required to analyse in order to focus on a problem. Usually, the information that is provided is incomplete and you are often expected to observe developments in the organization over a period of time. The case study approach is an excellent opportunity to actively apply material that you have read and conceptual knowledge to the reality of an organization.

At HKMU, case studies may be used as part of assignments, exams, study units, or day-school exercises. You normally are given some information about a company (this could be both text and graphical information, such as figures and tables). You are then asked to think about some problems related to the company and to use concepts and apply theories that you have learned in your course to propose possible solutions for the company.

Let's have a look at two kinds of case study questions that you might be asked to work through in your courses. The first example is quite structured, while the second is much more open-ended.

Two examples of case study questions

1. Read the case study entitled 'ABC Consultants' and consider the following issues:
   
   • Using your understanding of the resource-based model, what measures could be taken to improve ABC's returns?
   • Drawing on your broad understanding of the consultancy industry, assess ABC's relative competitiveness and its profit potential.
   • To what extent do internal factors account for ABC's financial weaknesses?
   • Based on your assessment of ABC's financial weaknesses, formulate a new strategic intent and develop a mission statement for ABC.
2. Read the case study entitled 'XYZ Industries'.
   
   • Identify the key problems that are currently faced by XYZ's management.
   • Propose viable solutions to these problems.

Why case studies?

As you can see from the above examples, a case study approach to learning requires a great deal of thinking and often will not easily yield a quick 'wrong' or 'right' answer. However, case studies are also good preparation for dealing with real-life business problems. Cases may be short and relatively simple, or longer and complex. The purpose is the same for both types: to give you an opportunity to develop your skills in analysing the strengths and weaknesses of the organization under examination, to consider the processes at work within the organization, and to make decisions about future actions.

Case studies are not meant to replace textbooks, but rather to ask you to draw connections between theories and practice and to apply abstract ideas, concepts, and principles to specific concrete situations. Consequently, case analysis develops a number of skills that are crucial in business. In particular, they help you to:

• analyse complex, unstructured, sometimes ambiguous situations;
• identify critical issues and problems;
• question your own and others' assumptions;
• improve your problem-solving skills;
• develop your ability to find alternatives and make informed decisions;
• make decisions with incomplete information and think strategically;
• self-educate yourself and draw on a broad range of resources and knowledge; and
• present and justify recommendations in writing.

You may find that there are many possible 'right' answers to the questions in a case study. This illustrates that there is often no single best way to responsibly manage and solve real-life business problems.

Some guidelines for analysing case studies

The following strategies should help you to successfully analyse case studies:

1　Read the case and become familiar with the facts

First, skim read the case to obtain a general understanding of the main point(s). Highlight or underline the pertinent points as you read.

Read the case again, and this time note down critical facts (such as names, time sequences, and where events occurred). Try to understand how events have influenced decisions. Identify the important individuals or stakeholders, and try to assess the importance of supporting information in the case. How reliable is this supporting information? Are there any gaps in the information that is given?

Make a note of any questions that you have as you read the case.

2　Assess the context of the case

Try to understand the environment of the organization and the wider context of the case.

Ask yourself questions about:

• The state of the organization: What is the state of this organization: good, bad or in-between? Usually this involves thinking about interpersonal relationships, and assessing production or financial problems.
• Key players and systems: How do systems and people operate in this organization? Why do they operate like this? Are the systems undergoing change? How successful are the changes? Is there someone who could sabotage any future strategy? Is there someone who can ensure the success of a future strategy?
• Significant trends: How does this industry operate? What are the main or unique characteristics of the industry? What were they five or ten years ago, and what are they likely to be in the future? What impact are trends likely to have on the organization under investigation? How does this organization's performance compare with that of competitors?
• Constraints: Clearly identify all constraints in the case. A constraint may be viewed as anything (usually beyond the control of the organization) that may prevent an otherwise feasible course of action from becoming a success. What is outside the control of individuals in the case study? For example, it is unlikely that any company or individual in Hong Kong could prevent a foreign government from imposing tariff barriers on imports.

A SWOT analysis is a good way to get a better understanding of the organization and the context or environment in which it is operating. A SWOT analysis considers the Strengths and Weaknesses of the organization, and the Opportunities and Threats which the organization faces in the external environment.

3　Recognize the case's symptoms

Read the case again and as you read, try listing all the symptoms of the case. The symptoms of a case are not the problems, but they may help you to identify the problems. Symptoms are all the things that are undesirable or that are not as expected. For example, falling sales could be a symptom of several problems such as poor market segmentation, poor product quality, or problems in a supply chain. At this stage of your analysis, you should just try to observe all the symptoms, and avoid prematurely identifying problems or suggesting solutions. Like a doctor who consults a patient, you first need to observe and note all the symptoms before you can give a definite diagnosis of the problem. Think about how the symptoms may be interrelated. Relationship diagrams, like the one below, may help you to see the relationships between symptoms.

4　Diagnose the case's problems

After you have a good sense of the symptoms, you're ready to determine key issues that need to be analysed more closely. You are now diagnosing the situation, like a doctor diagnosing a patient's symptoms. Ask yourself 'what seems to be the trouble in this organization?' and make a list of what you now perceive to be the key problem(s). You will probably need to go back to the details of the case and as you do this, you may add to or refine your list of potential problems.

If there are several problems, you need to order and prioritize them. You might want to number problems according to how you perceive their importance, or make a matrix, like the one below, which shows relationships between various criteria and each problem.

Also try to establish if there are relationships or themes in common among the various problems. Perhaps different problems in your list are actually variations of a broader central problem.

Ask yourself what assumptions you have made about the case. Are these assumptions reasonable, and are they supported by the facts? Would other people objectively suggest the same problems, based on the facts that you have? Are you suggesting problems that are not supported by the facts of the case?

After you have considered and put into order the possible problems and questioned your assumptions relating to these problems, you should write a statement of the problems as you perceive them. Avoid suggesting solutions at this stage.

Once you have a problem statement, you need to find evidence in the case to support your problem diagnosis. Also, try to identify ideas, concepts and theories from your textbook and course units which help to explain what is happening in the case.

5　Formulate criteria for a 'good' solution and identify possible constraints to solutions

Before you propose a solution, you need to consider the characteristics of a 'good' solution. Obviously, your solution should bring benefits such as improved productivity, reduced costs or greater profits. However, it also needs to be viable and to accommodate the constraints that you have already identified, i.e. Is the solution legal? Is there a budget for this solution? Does it conflict with the organization's culture?

Try to brainstorm alternative solutions. Aim to generate a broad and creative range of options and then try to rate each according to various criteria.

The following matrix demonstrates how this can be done.

Also refer to ideas, concepts and theories from your course materials as you consider and assess each possible solution.

It's often wise to propose a solution that allows for plausible alternatives if it should fail. Managers use the term satisfice when they are considering acceptable alternative solutions, that is, the solution is able to satisfy the situation while also making some realistic sacrifices to existing constraints. Therefore, it is a satisficing rather than a maximizing solution.

Finally, don't forget to consider the possibility of taking no action. What will actually happen if no action is taken? Are any (or all) of the solutions less viable than taking no action at all?

6　Recommend a viable solution

After you have assessed the merits and pitfalls of each alternative solution, select the best solution for the situation.

Remember that the solution needs to be viable. Can the recommended solution be introduced? Are there the resources and the willingness to implement it? Be realistic about what may work. Explain why it is the best solution within the constraints of the existing context and explain how it can be applied to the organization. Suggest a time-frame for the solution's implementation.

Outline possible strategies for implementing your solution, either partially or completely. As many feasible courses of action as possible should be considered before you choose the one that seems the most likely to succeed. The more ideas you have, the greater your chance will be of finding a solution that will work well. The complexity of most organizational problems means that it is highly unlikely that one idea alone will correct the situation. Usually a combination of actions is required, and these need to be funded differently, timed carefully and staffed as necessary.

7　Present your solution as a written recommendation

Review your final solutions and then prepare a set of written recommendations. These should clearly outline your proposed solution in relation to the problems that you have identified. Your recommendations should also include details of why these solutions are the most appropriate given the circumstances and constraints of the case. Finally, you need to clearly state how and when your proposals will be implemented.

Your tutor and your course Assignment File can provide some guidelines on how to present your recommendations.

Some mistakes to avoid as you analyse cases

When you first tackle case studies, you should be careful to guard against the following mistakes:

1. One of the most common mistakes made in case analysis is repeating or simply summarizing the facts of the case. Your tutor is already very familiar with the case details, so you do not have to restate them. You are required to use and analyse the facts, not repeat them. Your analysis should contain only enough case material to support your arguments. Therefore, be analytical!
2. You may often be tempted to just deal with symptoms and ignore the causes of the problem. It is very important to analyse the background of the case (and the climate in which the events of the case unfold).
3. Avoid discussing problems in isolation and do not overlook their interrelatedness. If you try to think in terms of 'systems' rather than in terms of individual problems, you are more likely to avoid this pitfall.
4. Students often fail to state the assumptions underlying their analysis. If any important assumptions have been made, have you questioned them and are they reasonable and appropriate? Avoid selectively using and interpreting case material in order to justify a preconceived solution.
5. Practical limitations and constraints may sometimes be overlooked. For example, a recommendation that a whole team be fired is probably unrealistic.
6. A very common mistake is poor integration of the facts in the case with the concepts, principles, and theories in the textbook. Such integration is vital. Ask yourself if relevant theories from your course have been fully and constructively applied.
7. Finally, recommendations are too often not spelled out in detail or are unrealistic. A timetable for implementing them is also often not given.

Analysing cases poses many challenges, and this is one reason the case study method is so rewarding. It is a very active form of learning. It offers you a risk-free opportunity to gain managerial and organizational experience and should greatly increase your confidence to make informed decisions in the real world.

Good luck and we hope you enjoy working through the cases that you encounter!

The course has two formal activities in student assessment:

• three assignments
• a final examination.

Assignments serve as the continuous assessment component within the study period and contribute 40% to the overall course assessment. A final two-hour examination will account for the other 60% of the assessment.

Assignments

Three assignments have been set for this course. It is advisable that you refer to other references, apart from the materials covered in the textbook and study units, when you are working on your assignments.

You should submit each completed assignment to your tutor on or before the cut-off date. This is the last date for the assignment to be received by your tutor.

Assignments serve three purposes:

1. to provide you with a mechanism for assessing your progress;
2. to test your understanding of the topics; and
3. to provide an opportunity for you to apply concepts, methods and solutions you have learned to given problems.

After your assignments have been marked by your assigned tutor, they are returned to you so that you can monitor and clarify any misunderstandings. In addition, you can widen your perspectives by looking at your tutor's feedback.

How to submit assignments

You must use word processing software (such as Microsoft Word) to prepare the assignments, and submit the assignments via the Online Learning Environment (OLE). All assignments must be uploaded to the OLE by the due date.

Failure to upload an assignment in the required format to the OLE may result in the score of the assignment being adjusted to zero.

Assignment submission extension policy

The assignment policy of the University as stated in the Student Handbook should be observed. You are required to submit assignments for this course in accordance with the dates communicated by your Course Coordinator. You may apply for a submission extension on the grounds of illness, accident, disability, bereavement or other compassionate circumstances.

Applications for extensions must be submitted online via the OLE. Please note the following:

• Supporting documents must be submitted to justify applications for extensions of over seven days.
• Applications for extension should normally be lodged before or on
  the due date.
• Applications are considered by:
  • your tutor for extensions of up to seven days;
  • the Course Coordinator for extensions of 8 to 21 days; and
  • the Dean for extensions of over 21 days.

After an assignment is submitted via the OLE, it is your responsibility to check that the assignment has been successfully submitted. Extension applications due to any problem with uploading will not be accepted. The University cannot accept any responsibility for assignments that are not received by your tutor due to any problem with submission via the OLE. As a precaution, you are advised to keep a copy of each assignment you submit.

According to the University's policy, no extension of the due date will be allowed for the final assignment. This policy will be strictly enforced. Any late submission of the final assignment will result in the score of the assignment being adjusted to zero.

Final examination

The final examination is of two hours' duration and is worth 60% of the total course grade. The examination takes place after you have finished this course. The examination covers material of all the units and it consists of essay type questions divided into two sections:

• The first section is a case study. You will need to analyse the case and provide solutions to issues involved in the case.
• The second section is questions on topics covered in the course. You will have to reflect on the knowledge you've acquired, and provide solutions to issues related to these topics.

We suggest you review your self-tests, assignments and your tutor's comments on the assignments before sitting for the examination. You will be advised of examination arrangements after you send in your examination registration card.

A specimen examination paper will be provided before the examination for practice purposes. The format of the specimen examination will be similar to that of the final examination.

The following table summarizes the assessment requirements for this course. In order to pass this course, you must pass both the assignments component and the examination.

Tutors

It is your tutor's job to keep an eye on your progress and assist you if you encounter problems during the course. Your assignments will be marked and commented on by your tutor. Marked assignments will be returned to you as soon as possible.

It is a good practice to keep copy of each assignment submitted for marking so that you can always refer to it during telephone conversations with your tutor. Please contact your tutor should any of the following arise:

1. You do not understand any part of the study units or the assigned readings.
2. You have any difficulty with self-tests.
3. You have a question or problem with the assignments or with your tutor's comments or grading on an assignment.

In addition to your own self-study, live online tutorials and a day school (in person) will be organized to assist you in your learning process. Details of the dates and times of these learning support sessions, as well as the name and phone number of your tutor, will be sent to you in due course.

Tutors are required to start live online tutorial sessions on time. If a tutor fails to turn up 30 minutes after the scheduled starting time, students may assume that the session is cancelled and they should report the case to the Course Coordinator so that a make-up session can be arranged.

Live online tutorials and day school (in
person)

Live online tutorials will be organized at regular intervals to provide students with assistance in the course. The scheduling of the tutorial sessions will be provided in the Presentation Schedule. For this course there will be seven three-hour live online tutorials and one six-hour day school (in person) over one year of presentation. You will be notified of the dates and times of these learning support sessions at the beginning of the presentation.

Although the learning support sessions are not compulsory, you are encouraged to attend all of them. During the online tutorials, key learning objectives will be reinforced, complex concepts and procedures demonstrated and analysed in detail, and current relevant issues discussed. During the in-person day school, you will be given the opportunity to study and analyse relevant cases and present the case reports. In addition, your tutor will provide an overview of the topics
covered in the course with reference to the solutions to assignments and Specimen Examination Paper.

It is strongly recommended that you attend all live online tutorials and day school (in person), as they will provide considerable assistance in your study of this course. Moreover, your will have the chance to meet with other students studying at HKMU.

Online Learning Environment (OLE)

CGV B897 Corporate Administration and Secretaryship will use the Online Learning Environment (OLE), an online course delivery system developed by HKMU. The OLE includes a course discussion board that allows you to interact with other students and your tutor. You are strongly encouraged to make use of the discussion board to share experiences, resources and perspectives during the course and to post your ideas and questions.

CGV B897 Corporate Administration and Secretaryship is intended to provide you with a sound foundation in the legal and regulatory framework of both listed and unlisted companies in Hong Kong, and an overview of labour law in Hong Kong.

There is a no set textbook for this course. However, you are advised to refer to the recommended reference books at recommended points in your study. You are also expected to obtain the HKSAR Companies Ordinance (Cap 32 and Cap 622) and the Employment Ordinance (Cap 57). You will complete four assignments and a final examination. This examination will cover materials from all the units in the course. You will receive feedback and support from your tutors, and you are encouraged to use the OLE to seek help and to share ideas and resources.

Good luck!

Cheng Po Wah is the Head of the Company Secretarial Department of a law firm, and a part-time lecturer. She has more than 25 years' experience in teaching 'Hong Kong Company Law,' 'Hong Kong Business Law,' 'Securities Law and Practice' and 'Hong Kong Taxation and Tax Planning' at universities in Hong Kong.

She is the chief author of the book The Hong Kong Company Secretary's Handbook: Practice and Procedure published by Pearson Education Asia Limited.

Cheng Po Wah has a Bachelor's and a Master's degree in law from the University of London and Master's degrees in law from the City University of Hong Kong and the University of Wolverhampton.

If you wish to defer your studies of this course until a later date, you should apply for deferment of studies. For the regulations governing deferment of studies, please refer to your Student Handbook. If you have applied for deferment of studies you should continue with your studies of this course and submit the required assignments until formal approval is given by the University.

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