Corporate Administration and Secretarial Practice

Welcome to CGV B410 Corporate Administration and Secretarial Practice.

This course is a one-year, ten-credit, higher-level course for HKMU students seeking a Bachelor of Business Administration (BBA) Honours Degree.

The course provides you with a sound foundation for learning about the legal and the regulatory frameworks of both listed and unlisted companies in Hong Kong, and equips you with knowledge about Hong Kong labour law. As the course is based on Hong Kong law, local examples will be used wherever appropriate.

CGV B410 Corporate Administration and Secretarial Practice is designed to build upon the knowledge gained from courses such as LAW B333 Company Law I and LAW B334 Company Law II. It will also draw on your personal knowledge and experience in contract law and employment law.

This course will be delivered using a custom textbook, supplemented by a Study Guide, online multimedia components and learning support sessions.

Course aims

CGV B410 Corporate Administration and Secretarial Practice aims to provide you with sound foundational knowledge of the legal and the regulatory frameworks of both listed and unlisted companies in Hong Kong. The course enables you to recognize the legal obligations of different types of companies, as well as those of directors, secretaries and auditors. You will also learn about the disclosure requirements for annual and interim reports, as well as notifiable and connected transactions under the Listing Rules. Finally, the course explains how a company may raise capital, and be reconstructed, wound up and dissolved.

Course learning outcomes

Upon completion of this course, you should be able to:

• analyse the legal obligations of employers and employees under various ordinances;
• distinguish the types of business organizations; specify the procedures for formation/ registration of companies and companies' continuing obligations; and examine the qualifications, roles, responsibilities, appointment and vacation of directors, secretaries and auditors;
• evaluate the different types of capital and methods of raising capital; and apply the rules and procedures for company meetings, registration of share transfers, transmission of shares and alteration of share capital; and
• analyse the circumstances of information disclosure under statutory and non-statutory regulations; and evaluate the methods and procedures of the takeover, reconstruction and dissolution of companies.

A textbook on company secretarial practices has been selected by the course team to be the custom textbook for CGV B410 Corporate Administration and Secretarial Practice. The book chapters, cases and examples for self-study from the textbook will provide you with a comprehensive description, explanation and discussion of the relevant concepts, principles and tools in corporate administration and company secretarial practice.

Since the custom textbook does not cover the topics of Units 1 and 2, two separate unit booklets have been prepared to provide you with comprehensive explanations and discussions of the relevant concepts.

In addition to the custom textbook and unit booklets, you will be working through the course using an HKMU-produced Study Guide. The Study Guide leads you through your study pathway unit by unit, providing commentary on each textbook chapter and unit topic, as well as supplementary self-assessment opportunities with detailed feedback.

The third main place you will need to refer to for learning resources during the course is HKMU's Online Learning Environment (OLE). There, you will have access to a rich array of learning materials such as the introductory video and multimedia resources. You will also be able to discuss topics with other students and your tutor on the course discussion board.

This course is further supported by regular learning support sessions in the form of live online tutorials.

Introductory video

• To start off, you should watch the introductory video for the course in the ePub version of this Course Guide or on the OLE. Then turn to the Study Guide for further guidance through the course.

The custom textbook

A custom textbook will be provided to you as an integral part of your course package.

The textbook on company secretarial practices below has been selected for this course:

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

The title of the custom textbook is CGV B410 Corporate Administration and Secretarial Practice. The Study Guide will indicate at which point you should read each chapter of the custom textbook.

The Study Guide

The Study Guide sets out your study pathway through the custom textbook, the unit booklets and other course learning resources, and provides supplementary material and additional self- assessment opportunities. You will therefore need to keep it by your side as you work through the course.

The Study Guide is divided into ten units. The titles of the units and the respective custom textbook chapters or unit booklets they will cover are set out in the following table.

Key ordinances, rules and codes

You are advised to obtain a copy of the most recent edition of the Companies Ordinance (Cap. 622), the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the Securities and Futures Ordinance (Cap. 571) for use in conjunction with this course. Editions are printed and published by the Government Printer, HKSAR, and should be available through their retail outlets. You can also gain access to the ordinances through the Internet at the following Web address: https://www.elegislation.gov.hk/.

You are also suggested to have access to the Listing Rules, the Codes on Takeovers and Mergers and Share Buy-backs, and the various forms that need to be filed with the Companies Registry. If you want to gain access to these through the Internet, you can go to the following sites:

https://www.hkex.com.hk/Listing/Rules-and-Guidance/Listing-Rules?sc_lang=en

https://www.sfc.hk/web/EN/rules-and-standards/

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

Supplementary lectures (pre-recorded videos)

A series of pre-recorded supplementary lecture videos which aim to examine the major concepts covered in each unit will be provided for this course. These videos will be uploaded to the OLE in due course. You are advised to watch them before you start studying a unit for an overview of the unit's topics. Please also download and skim through the related PowerPoint slides, which are also available on the OLE.

The Online Learning Environment (OLE)

A dedicated area for CGV B410 students has been set up in HKMU's OLE. You will need to log on regularly to the OLE to access the course discussion board and online learning components such as videos, online activities and the ePub version of your Study Guide units. 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.

Learning support

Live online tutorial sessions will be organized at regular intervals to provide you with assistance in the course. The schedules of these sessions will be available on the OLE. For this course, there will be eight three-hour live online tutorials. You will be notified of the dates and time of these tutorials as well as the name and phone number of your tutor at the beginning of the presentation. Although the tutorials are not compulsory, you are encouraged to attend all of the sessions. During the live online tutorials, key learning objectives will be reinforced, complex concepts and procedures will be demonstrated and analysed in detail, and current relevant concepts will be discussed.

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

This course is designed to assist you to move easily from the stated objectives through the study units and materials to the assignments and examination. During the course, you will have your progress assessed both formally and informally.

Formative assessment includes various activities, self-tests and online discussions that you will undertake while working your way through the Study Guide units, custom textbook and unit booklets.

Summative assessment consists of assignments and a final examination.

Assessment summary

The summative assessment items are outlined in the following table. In order to pass this course, you must pass both the assignments component and the examination.

Assignments

There are three assignments for this course. It is advisable that you refer to other sources in addition to the materials in the study units when you are working on your assignments.

You should submit each completed assignment to your tutor on or before the due date. The due date is the last day for the assignment to be received by the tutor. You are required to submit your assignments (in Microsoft Word format) to your tutor electronically via the OLE. You should follow the instructions as specified in the Online Learning Environment User Guide. An assignment submitted by other means will not be marked and the student will receive a score of 'zero' for that assignment.

Assignments serve three purposes:

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

After the assignments are marked by your assigned tutor, they will be returned to you so that you can monitor your progress and sort out any misunderstanding. In addition, you can widen your perspectives by reviewing 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 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 for 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 extensions 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.

Examination

The final examination is two hours long and is worth 60% of the total course grade. The examination consists of essay-type questions similar to those in the assignments. You should use the time between finishing the last unit and the examination to review all ten units of the course. 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 gives a general overview of the course structure. It suggests the amount of time you should allow for completing each unit and provides a broad schedule for you to plan your work. This estimation includes the time for reading the units and custom textbook (or unit booklets), completing activities, self-tests and assignments, attending live online tutorials and preparing for your final examination.

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, focus on the key problems and suggest how they 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 provided is incomplete and you are expected to observe developments in the organization over a period of time. The case study approach is an excellent opportunity for you to actively apply conceptual knowledge and material that you have read 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 are normally 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 course. 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:
   • Based on 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 good preparation for dealing with real-life business problems. Some cases may be short and relatively simple, others longer and more complex. The purpose of both types of cases is the same: 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 prompt you to draw connections between theories and practice, and to apply abstract ideas, concepts and principles to specific concrete situations. Ultimately, through case analyses, you will develop a number of skills that are crucial in business. In particular, they will 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 your 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 the 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 the supporting information in the case. How reliable is this supporting information? Are there any gaps in the information given?

Make a note of any questions that you may have as you read through 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 people and systems operate in this organization? Why do they operate like this? Are the systems undergoing change? How successful are the changes? Is there anyone who may sabotage a 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 certain trends likely to have on the organization under investigation? How does this organization's performance compare with that of its competitors?
• Constraints: Clearly identify all constraints in the 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.

Doing 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 is facing 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 during a medical consultation, you would first need to observe and note all the symptoms of your patient before giving a definite diagnosis of the problem.) Then 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 getting a good grasp 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 condition. 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 will need to order and prioritize them. You might want to number the problems according to your perception of their importance, or make a matrix, like the one below, showing the relationships between various criteria and each problem.

Also try to establish if there are relationships or themes in common among the 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 supported by facts? Would other people objectively suggest the same problems based on the facts you have? Are you suggesting problems that are not supported by the facts of the case?

After you have considered and prioritized 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 be able to accommodate the constraints that you have already identified. For example, you should ask yourself, '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, they consider whether a solution is able to satisfy the situation while also making some realistic sacrifices to existing constraints. Such a solution is a satisficing one rather than a maximizing one.

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. You should consider as many feasible courses of action as possible before choosing 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 solutions 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 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 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 individual problems, you will be more likely to avoid this pitfall.
4. Students often fail to state the assumptions underlying their If any important assumptions have been made, have you questioned them and are they reasonable and appropriate? Avoid using and interpreting case material selectively in order to justify a preconceived solution.
5. Practical limitations and constraints may sometimes be For example, the recommendation of firing a whole team 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 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 A timetable for implementing them is also often omitted.

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!

CGV B410 Corporate Administration and Secretarial Practice is intended to provide you with a sound foundation in understanding the legal and regulatory frameworks of both listed and unlisted companies in Hong Kong.

The course focuses on issues of corporate administration and corporate secretaryship in Hong Kong. It covers issues such as company formation and meetings, share capital and registration, and corporate compliance and reporting.

This course is delivered using a custom textbook and two unit booklets, and a Study Guide that leads you through your study pathway unit by unit. You will complete three assignments and a final examination. The examination will cover materials from all units of 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 your ideas and resources.

Good luck!

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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