Fundamentals of Performance Share Plan

Fundamentals of Performance Share Plan

Fundamentals of Performance Share Plan

Performance Share Plans (PSPs) have emerged as a crucial component in driving corporate success and aligning employee interests with business objectives in Hong Kong. As a sophisticated form of Employee Share Option Plan (ESOP), PSPs in Hong Kong are designed to offer long-term incentives to employees. In this essential guide, we delve into the fundamental knowledge of PSPs and how they can strategically improve business performance, leveraging their power for long-term growth and success.

Introduction of Performance Share Plan (PSP)

Hong Kong’s corporate landscape is highly competitive, which makes Performance Share Plans (PSPs) an essential tool for aligning executive and shareholder interests. PSPs, a form of Employee Share Option Plan (ESOP), are long-term incentive plans where employees, typically senior management, receive shares based on achieving pre-defined performance targets. An ESOP is a broader concept where employees are granted options or shares, contributing to their direct investment in the company’s growth. This approach ties executive compensation directly to the company’s success, incentivising strategic decision-making and long-term value creation. Implementing a tailored ESOP service can effectively manage these plans, ensuring they align with the company’s goals and effectively incentivise  employees in Hong Kong’s dynamic market.

Understanding Performance Share

Performance shares represent a form of stock-based compensation awarded to employees. These shares are contingent on meeting certain performance benchmarks that align with the company’s strategic and financial objectives. Typically part of a long-term incentive plan, performance shares vest when employees successfully meet or exceed these pre-defined goals. This practice, widely adopted by companies listed on the Hong Kong Stock Exchange, effectively merges employee rewards with the company’s overall performance. In a market known for its competitiveness, this approach of leveraging performance shares serves as a key strategy for fostering sustainable business growth and aligning employee efforts with shareholder value.

Understanding Performance Share

Types of Performance Metrics Used in PSP

Different metrics can be applied to determine the vesting of performance shares, each catering to various aspects of a company’s objectives.

Total Shareholder Return (TSR) Performance Shares
TSR Performance Shares are based on the total return a company delivers to its shareholders, covering both stock price appreciation and dividends. This metric is particularly relevant in Hong Kong’s stock market-driven economy, where shareholder return is a prime focus.
Earnings-Based Performance Shares
Earnings-Based Performance Shares are tied to the company’s profitability metrics, such as earnings per share (EPS) or net income targets. This type of PSP is crucial in Hong Kong’s business environment, where robust financial performance is a key indicator of company health and executive effectiveness.
Strategic Goals Performance Shares
Strategic Goals Performance Shares are linked to non-financial and qualitative objectives like market expansion, product launches, or sustainability goals. In Hong Kong, where companies are increasingly focusing on long-term strategic objectives and corporate social responsibility, these performance shares align executive efforts with broader company goals.
How Performance Share Plans Work

How Performance Share Plans Work

Performance Share Plans (PSPs) function as a strategic employee share award scheme, intricately linking employee compensation to the company’s performance. Within a PSP, employees are granted shares at the outset of a multi-year plan, typically spanning three to five years. However, these shares only vest upon the fulfilment of specific performance criteria within this period. This model is designed to drive employees, particularly executives, towards achieving long-term strategic objectives rather than focusing on immediate gains. The success in meeting these objectives is meticulously assessed before the vesting of shares, ensuring that employee rewards are directly proportional to the value they add to the company and its shareholders. Governed by Hong Kong’s company and securities laws, including the Companies (Winding-Up and Miscellaneous Provisions) Ordinance and the Securities and Futures Ordinance, PSPs in Hong Kong are often administered by experts to ensure precision and efficiency. This approach not only aligns with corporate performance but also plays a crucial role in attracting and retaining talent, particularly in companies on the trajectory toward an Initial Public Offering (IPO).

Advantages of Performance Shares

Advantages of Performance Shares

Performance shares in Hong Kong’s corporate arena bring a multitude of benefits.

Aligning Interests and Motivating Employees
Performance shares in Hong Kong are instrumental in aligning the goals of employees with those of shareholders. These share schemes not only motivate staff but also play a crucial role in talent retention. By tying substantial parts of compensation to the company’s performance, employees are encouraged to focus on long-term success, aligning their efforts with shareholder interests.
Easing Working Capital and Cash-Flow Constraints
Performance shares, as a type of Employee Share Option Plan (ESOP), provide financial relief by reducing working capital requirements and easing cash-flow constraints. This substitution of cash remuneration with shares allows companies in Hong Kong to preserve liquidity, offering a sustainable cost-cutting strategy crucial for business survival in the city’s dynamic economic landscape.
Offering Better Tax Advantages
Performance share plans in Hong Kong also come with preferable tax implications compared to traditional cash-based compensation. This tax efficiency is beneficial for both the employees, who receive more value from their compensation, and the company, which sees improved financial health. This advantage makes performance shares an appealing option from a fiscal standpoint.
Attracting and Retaining Top Talent
Additionally, performance shares are a powerful tool for attracting and retaining high-calibre professionals. The promise of significant financial rewards for meeting key business objectives makes these plans attractive to ambitious employees. In Hong Kong’s competitive job market, this aspect of performance shares is invaluable for companies looking to secure the best talent.

Performance Share Restrictions

Performance shares come with certain restrictions, like a vesting period and specific performance criteria that must be met. These restrictions ensure that the executives’ focus is aligned with long-term value creation. In Hong Kong, where the regulatory environment is stringent, these restrictions also comply with governance standards and protect shareholders’ interests.

For businesses looking to navigate these challenges effectively and implement Performance Share Plans successfully, consider talking to BoardRoom’s experienced team for consultation. Our services are tailored to help companies manage the complexities and adhere to the legalities of Performance shares and Performance Share Plans efficiently.

Frequently Asked Questions (FAQs)

Can performance shares decrease in value?

Yes, performance shares can decrease in value if the company’s stock price drops. This risk aligns executive compensation with company performance and shareholder experience, highlighting the inherent nature of these shares as a reflection of the company’s actual market performance and emphasising the direct impact of corporate decisions on executive rewards.

Are there tax implications for receiving performance shares?

In Hong Kong, receiving performance shares can have tax implications. When shares vest, they are considered income and are subject to income tax. Recipients need to understand these implications and plan accordingly. To effectively navigate and manage these tax responsibilities, recipients should consider utilising tax filing and advisory services, which can provide expert guidance and ensure compliance with local tax regulations.

Can performance share plans be customised for different employees?

Yes, performance share plans can be tailored to suit the roles and responsibilities of different employees. In Hong Kong, customisation of PSPs allows companies to align the incentives with specific roles, driving performance in areas critical to the company’s success.

Contact BoardRoom for more information:

Jason U

Managing Director Asia, Share Registry Services and Employee Plans Services

E: [email protected]

T: +852-2598 5234

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Deep Dive Into Restricted Share Plans

Deep Dive Into Restricted Share Plans

Deep Dive Into Restricted Share Plans

Restricted Share Plans (RSPs) have taken centre stage as a key mechanism for fostering employee loyalty and driving organisational success in Hong Kong. In this guide, we explore the essentials of RSPs, their role in aligning employee efforts with corporate goals and their impact in cultivating a committed and performance-driven workforce.

Introduction of Restricted Share Plans (RSP)

In Hong Kong’s rapidly evolving corporate world, Restricted Share Plans (RSPs) are emerging as a key strategy for attracting and retaining top talent. RSPs offer a blend of immediate and long-term incentives to employees by granting them company shares under certain conditions, such as staying with the company for a specified period or achieving performance goals. This approach aligns the interests of employees with the company’s long-term success, fostering a culture of ownership and commitment.

Understanding Restricted Shares

Restricted shares are company stocks awarded to employees as part of their compensation package, but with a catch – they come with restrictions. These restrictions usually involve a vesting period during which employees cannot sell or transfer the shares. The idea is to incentivise employees to remain with the company and contribute to its growth over time. In Hong Kong’s competitive business environment, they serve as a powerful tool for companies looking to build a loyal and motivated workforce.

Understanding Restricted Shares

Types of Restricted Share Plans

Restricted Share Plans are tailored to suit different business needs and employee incentives. These plans come primarily in two forms: Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs), each with its unique characteristics and benefits.

Restricted Stock Awards (RSAs)
Restricted Stock Awards (RSAs) in Hong Kong are a compelling form of equity compensation, where employees are granted company shares either for free or at a significant discount on the grant date. Upon receiving RSAs, employees instantly become shareholders and gain voting rights, embedding them deeply within the company’s future. This immediate ownership is balanced by vesting conditions, meaning employees can’t sell their shares until certain requirements, like tenure or a liquidity event, are met. In startups, employees receive these awards at a low fair market value (FMV) with the potential for substantial growth in value, making them a powerful incentive. However, employees might need to pay upfront for these shares, albeit at a potentially lower value than their future worth. The chance to ‘buy low and sell high’ with RSAs creates a compelling wealth-building opportunity for early-stage company employees.
Restricted Stock Units (RSUs)
Restricted Stock Units (RSUs) represent a promise to grant company shares at a future date, possibly at no initial cost to the employee. This future-focused approach is particularly prevalent in established companies in Hong Kong, where share values are already significant. RSUs are tailored to retain talent by binding the reward (shares) to future company performance and the employee’s ongoing commitment. Unlike RSAs, RSUs don’t grant immediate voting rights or dividends, as actual shares are not issued until vesting occurs. The vesting of RSUs often relies on meeting specific conditions like a time-based clause, ensuring long-term alignment of employee and company goals. For employees in private companies, ‘Double-Trigger Vesting’ of RSUs is a critical feature, wherein vesting is contingent not only on the passage of time but also on a public offering or sale of the company, mitigating potential tax issues associated with owning shares that can’t be readily sold. This mechanism is vital in Hong Kong’s dynamic market, where many startups aspire to go public or be acquired, and it protects employees from financial risk while still incentivising them with the promise of future equity.
How Restricted Share Plans Work

How Restricted Share Plans Work

In Hong Kong’s business context, Restricted Share Plans (RSPs) are designed to align the interests of employees with the long-term objectives of the company. These plans operate by granting employees company shares, subject to specific conditions such as remaining with the company for a predetermined period or achieving set performance goals. This conditional approach serves multiple purposes.

The tenure-based milestones in RSPs are vital in fostering employee loyalty and retention. By tying the vesting of shares to the duration of an employee’s service, companies in Hong Kong effectively encourage their workforce to commit to longer tenures. This strategy is particularly beneficial in the city’s fast-paced job market, where retaining skilled talent can be challenging.

Performance targets included in RSPs act as powerful motivators. Employees are incentivised not only to meet but exceed their performance goals, knowing that their efforts directly contribute to their personal financial growth through vested shares. This performance-based vesting criterion ensures that the company’s success is closely linked to the employees’ achievements, creating a mutually beneficial environment.

Upon meeting these vesting conditions, the shares transition from being ‘restricted’ to fully owned by the employees. This transition marks a significant milestone in an employee’s journey with the company, symbolising mutual commitment and shared success. The moment of vesting represents not just financial gain for the employees but also an acknowledgement of their valuable contribution to the company’s growth. This aspect of RSPs is particularly appealing in Hong Kong’s dynamic business landscape, where the blend of financial incentives and recognition plays a crucial role in employee satisfaction and corporate success.

Advantages of Restricted Shares

Advantages of Restricted Shares

Restricted shares offer several distinct advantages that benefit both the employees and the company.

Employee Retention and Incentive
One of the primary advantages of restricted shares is their role in employee retention and motivation. By providing employees with a stake in the company, they become directly invested in the company’s success. This ownership feeling encourages them to perform at their best and stay with the organisation until the shares vest. In a city like Hong Kong, where the job market is highly competitive, this can be a significant factor in retaining top talent.
Simplicity and Clarity
Compared to other forms of equity compensation, such as stock options, restricted shares are relatively straightforward. They come with a clear vesting schedule and easy-to-understand timelines, making them an attractive option for employees. This simplicity is particularly appealing in Hong Kong’s complex financial landscape, as it provides clarity and reduces confusion for employees who might not be well-versed in equity compensation mechanisms.
Value at Vesting
Another key advantage of restricted shares is their inherent value at the time of vesting. Unlike stock options, which may have little or no value if the company’s stock price has not appreciated since the grant, restricted shares hold intrinsic value even if the stock price remains static. This feature ensures that employees receive a tangible benefit upon vesting, which can be a strong motivational factor.
Flexibility
Restricted shares also offer flexibility to employees in managing their equity compensation. Once vested, employees have the option to either retain their shares, potentially benefiting from future stock price appreciation and dividends or sell them immediately for cash. This flexibility is particularly beneficial in a volatile market like Hong Kong, allowing employees to make decisions that best suit their individual financial situations and goals.

Additionally, RSPs in Hong Kong can complement Employee Stock Option Plans (ESOPs), offering a broader equity compensation portfolio. While ESOPs provide options to purchase stock at a future date, RSPs offer actual shares upon meeting specific criteria. Utilising tailored ESOP services or vendors can streamline the management and integration of both RSPs with ESOPs to ensure that companies can devise a sustainable strategy to balance immediate and long-term employee incentives, achieving long-term success for their businesses.

Legal and Tax Implications

In Hong Kong, the legal and tax implications of restricted shares are governed by the Inland Revenue Ordinance. Both companies and employees must understand the tax implications at the time of grant, vesting, and sale of these shares. Proper compliance with these regulations is crucial to avoid legal complications and ensure the smooth operation of the RSPs. To this end, companies should consider engaging in tax filing and advisory services. Expert guidance in these areas not only ensures compliance but also contributes to the long-term success and stability of the company’s RSP initiatives. Talk to BoardRoom to learn how our services can ensure compliance and the long-term success and stability of RSP initiatives.

Frequently Asked Questions (FAQs)

Do Restricted Share Plans impact share price?

While restricted shares don’t directly affect a company’s share price, they can have an indirect impact. By incentivising employee performance and retention, they can contribute to the company’s overall performance, which in turn may influence investor perception and share value.

What happens to Restricted Shares if an employee leaves the company?

Typically, if an employee leaves the company before their restricted shares vest, they forfeit these shares. However, the specific outcomes can vary based on the company’s share plan rules and the terms of the employee’s departure.

Do restricted shares affect company ownership?

Yes, restricted shares do affect company ownership. As employees’ shares vest, they gain a stake in the company, potentially affecting the overall ownership structure. This dilution is often seen as an investment in human capital, which can drive future growth.

Contact BoardRoom for more information:

Jason U

Managing Director Asia, Share Registry Services and Employee Plans Services

E: [email protected]

T: +852-2598 5234

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In-house or outsourced company secretarial services – making the right call for your business

In-house or outsourced company secretarial services – making the right call for your business Banner

In-house or outsourced company secretarial services – making the right call for your business

In Hong Kong, the appointment of a company secretary for a limited company is mandatory from company incorporation. As a business leader, you may choose to hire a company secretary internally or engage the company secretarial services of an external team.

Given the pivotal role of the company secretary in contemporary Hong Kong, your choice will have significant impacts on the operation, safety and future direction of your company.

To guide you in making an informed decision, we turn to Esther Choy, Head of Corporate Secretarial for BoardRoom Hong Kong. In this article, Esther shares her views on how an in-house company secretary or an outsourced company secretarial services provider might be the best fit for your business.

What does a corporate secretary do?

When setting up a company in Hong Kong, the board of directors must appoint a company secretary.

Historically, the role of company secretaries was largely administrative in nature. Today, the company secretary is a high-level position with a broad range of vital responsibilities across various business functions. The primary duties of the company secretary are set out in the Hong Kong Companies Ordinance.

Depending on the nature and scale of your business, the type of organisation etc. these may include:

Advising the directors on secretarial matters
Facilitating and ensuring compliance with the Hong Kong Companies Ordinance and other applicable laws, rules and regulations
Organising and attending board meetings
Supporting business operations in respect of corporate governance matters
Aiding communication and collaboration with the directors, regulatory bodies and different stakeholders
Maintaining and updating your company’s statutory books

Regulatory compliance support

Regulatory compliance is one of the most complicated, time-consuming aspects of running a business but also one of the most critical. Companies who fail to prioritise corporate compliance may face fines, lawsuits and reputational damage.

“It is the duty of a competent company secretary to facilitate and ensure regulatory compliance and to release your company from the compliance burden so that your executive staff can concentrate on growing the business,” explains Esther.

Regulatory compliance support

Corporate governance assurance

With Hong Kong authorities now demanding a high standard of corporate governance from local companies, the support of a qualified company secretary is invaluable.

“In Hong Kong, the dual qualification of Chartered Secretary & Chartered Governance Professionals was launched in 2019. A qualified company secretary who possesses a high level of professionalism, competence and communication skills plays a crucial role in assisting organisations in upholding the high corporate governance standards. Among the large organisations and the listed companies, we’re seeing a greater focus on the internal controls and policies companies have in place to ensure corporate governance work is carried out properly,” says Esther.

Corporate governance assurance

How should I choose a company secretary?

The decision of whether to hire an internal company secretary or engage an external team depends on various factors related to your company’s unique requirements.

Key factors that will determine your secretarial workload include:

  • the size of your organisation and the complexity of its structure (e.g. whether the volume of secretarial work justifies hiring an in-house company secretary or is it more cost efficient to outsource to an external services provider. This could include looking at whether you have subsidiaries in multiple countries);
  • growth plans for your business (regional and international);
  • whether you need an inhouse company secretary to serve as a liaison for communication between the executive and non-executive boards, between the board and the management, and between different stakeholders;
  • how the board needs support from the company secretary in respect of director training, meetings schedule and proceedings, board-level governance, corporate governance, etc

Having a good understanding of your current requirements allows you to ascertain how much secretarial advice and assistance you will need in the short and long term. From here, you can perform a cost-benefit analysis for each option to determine the best path for your business.

Company secretary

When to hire internally

In-house company secretaries are more commonly found in listed companies, public companies, charitable organisations or large private companies with numerous subsidiaries. In contrast to smaller private businesses, these organisations tend to have a compliance workload significant enough to warrant the hire of a dedicated resource.

“This is simply a cost and benefit analysis.” Esther explains.

Aside from steep employment costs, potential downsides of company secretary insourcing are as follows:

  • The skill of the individual is not guaranteed. During recruitment, you will need to thoroughly check the candidate’s ability to perform the job well.
  • Compliance may not be prioritised. If your company secretary simultaneously performs another role (e.g. chief financial officer, general counsel), competing priorities may lead to performance issues.
  • Key man risk. If your in-house company secretary resigns or takes extended leave and you are unable to find a suitable replacement promptly, it will leave your company open to secretarial compliance risk.

To avoid these problems, many organisations choose to engage external corporate secretarial services instead.

When to outsource

In Hong Kong, a company secretarial services provider must be a Trust or Company Service Provider (TCSP) license holder.

“In a reputable corporate services provider, there are teams of chartered secretarial and chartered governance professionals and professional staff who are experts in handling the full spectrum of secretarial compliance and corporate governance matters.” says Esther.

“Company secretarial firms tend to be a cost-saving option for small businesses and new start-ups in this instance.”

By engaging a reputable corporate services provider as your company secretary, you can:

  • leverage the skills and knowledge of a full team of experts;
  • benefit from a consistently high standard of performance;
  • trust that your company secretary is singularly focused on keeping your company safe in full compliance with the Companies Ordinance;
  • rely on smooth continuity of service via a team of dedicated client managers and professional staff, eliminating key man risk; free up your executive staff to focus on core activities and strategic priorities;
  • access complementary services with ease (e.g. tax, payroll and accounting); and
  • receive seamless support with international expansion (when you engage a firm with global presence).

The numerous advantages of engaging a reliable company secretarial services provider make outsourcing a popular option for all kinds of businesses, from local start-ups and fast-growing SMEs to large multinational organisations.

When to outsource

Achieve your goals with premium company secretarial services

In Hong Kong’s competitive landscape, where the success of a business now depends on its corporate governance performance, your choice of company secretary can mean the difference between gaining a competitive advantage and falling behind.

At BoardRoom, our 50-year track record of helping businesses thrive speaks to the valuable expertise, reliability and positive client experience we deliver every time.

By partnering with us, you can rest assured that your company secretarial needs will be handled with the utmost skill and professionalism, allowing you to focus on what matters most – pursuing business success in Hong Kong and beyond.

Contact us to find out how our world-class company secretarial services can add value to your business.

Contact BoardRoom for more information:

Esther Choy

Head of Corporate Secretarial for BoardRoom Hong Kong

E: [email protected]

T: +852-2598 5234

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Strengthen your workforce compliance with expert payroll services in Hong Kong

Strengthen your workforce compliance with expert payroll services in Hong Kong Article Banner

Strengthen your workforce compliance with expert payroll services in Hong Kong

The increasing importance of environmental, social and governance (ESG) issues in corporate Hong Kong has directed attention towards the payroll function, with many leadership teams now prioritising payroll compliance as part of their planning.

Today, the benefits of robust payroll systems are plentiful; beyond supporting regulatory compliance, they bolster your organisation’s reputation and foster a positive work culture internally.

In this article, Ken Wong, Managing Director for Payroll for Asia, and Miles Ng, Associate Director, Business Development, explain the significance of payroll compliance for contemporary business leaders and provide advice for engaging quality payroll services in Hong Kong.

Statutory requirements for payroll in Hong Kong

In Hong Kong, the Employment (Amendment) Ordinance – known as the 713 Ordinance – sets out the rules by which businesses must calculate the statutory entitlements of employees. The purpose of the ordinance is to ensure employees of all types are appropriately compensated for their work.

The eight key statutory entitlements identified in legislation are:

  • holiday pay;
  • annual leave pay;
  • sickness allowance;
  • maternity leave pay;
  • paternity leave pay;
  • end-of-year payment;
  • payment in lieu of notice; and
  • amounts to remedy unreasonable and unlawful dismissal.

“Employers should comply with the 713 Ordinance and calculate statutory entitlements on a 12-month average wage basis,” Miles says.

Correct calculation of wages for individual staff members is crucial to avoid incorrect statutory entitlement figures.

Changes to payroll law

The legislative landscape in Hong Kong is unique and constantly changing. A significant amendment was made on 1 May 2023, when the region’s statutory minimum wage rate increased by 6.7% to HKD40 per hour.

Changes to payroll legislation can be very technical and may only impact a few employees in select industries. For example, in April 2023, the Hong Kong Legislative Council passed the Occupational Safety and Occupational Health Legislation (Miscellaneous Amendments) Bill 2022 (“the Bill”). This Bill amended the Factories and Industrial Undertakings Ordinance (Cap. 59), the Occupational Safety and Health Ordinance (Cap. 509), and their subsidiary legislation. The Bill seeks to increase the overall maximum penalties for occupational safety and health (“OSH”) offences to enhance their deterrent.

To maintain ongoing compliance with payroll regulations, businesses must be proactive about staying up to date with changes and adjusting internal processes accordingly.

Payroll Law

Why regulatory compliance is important

One way the Hong Kong government drives a high standard of good governance in the corporate sector is by enforcing penalties for non-compliance.

“Companies who fail to adhere to payroll legislation can face legal scrutiny and potential litigation,” Miles says. “For example, if an employer wilfully and without reasonable excuse fails to pay wages to an employee when it becomes due, they are liable to prosecution and, upon conviction, to a fine of HKD350,000 and to imprisonment for three years.”

The government is also encouraging employees to report unfair dismissals or unfair employers, and recent high-profile underpayment cases have put the wider public on high alert for malpractice.

With all this in mind, businesses must take compliance seriously if they are to maintain the trust of key stakeholder groups, protect their reputation and minimise their risk of penalisation.

Regulatory Compliance

How to ensure regulatory compliance

The frequency and complexity of changes to commercial law can make payroll compliance challenging.

“It’s not always easy to interpret legislative changes and how they might impact an employee,” Ken explains.

Ensuring compliance can be especially difficult for large organisations that need to keep track of legislative developments in several jurisdictions.

One way business leaders can support compliance is by engaging a reputable payroll services firm.

“Having a specialist team on hand gives you confidence that you’re taking the right steps to adapt to any and all legislative changes impacting employees,” Ken says. “Being able to lean on their experience helps ensure your business stays compliant and safe from penalisation or reputational harm.”

In addition to the many advantages of outsourcing your payroll, such as cost-effectiveness and time savings, there are several other ways in which it can strengthen your overall compliance strategy. By entrusting your payroll processes to a reputable outsourcing provider, you not only ensure accuracy and efficiency, but you also gain access to additional benefits that can fortify your compliance efforts by:

  • staying up to date with changes to regulations;
  • undertaking regular audits;
  • educating employees on the value of compliance; and
  • leveraging digital technology for better accuracy.
Payroll technology

How to choose the right payroll partner

As payroll is a primary business function, your choice of service provider can significantly influence the short- and long-term success of your business.

“Good outsourced payroll providers offer a valuable hands-on business partnership in which you are fully supported to maintain compliance,” Ken explains. “They are there to provide expert advice on any payroll matter – including details such as the wording of employment contracts – and to help neutralise potential problems before they arise.”

When seeking payroll services in Hong Kong, we recommend taking the following steps for the best outcome.

The benefits of appointing a company secretary with strong tax knowledge

If you engage a company secretary whose expertise is limited to company incorporation, you may fail to capture all the valuable growth opportunities available. Company secretaries with robust tax knowledge, or work side by side with an in-house tax expert, can add more value to your new business venture by:

  • explaining the different legal vehicles you can incorporate as, including how they work and their suitability for your situation;
  • developing a tax-efficient corporate structure based on your wider operating model and supply chain arrangement, ensuring your business group pays the lowest fair share of tax while extracting maximum profit;
  • determining your eligibility for available tax incentives; and
  • liaising with executive staff and regulatory bodies to develop a group-wide governance framework that incorporates beneficial, fully compliant tax and transfer pricing strategies.

If you are branching into Singapore and your existing company has a large, complicated structure, these value-add opportunities can help minimise confusion during the incorporation process while also ensuring a bright, prosperous future for your new entity and wider corporation.

Company Secretary

1. Consider your current and future needs

Your service provider should be ready and able to take care of immediate issues and capture opportunities to futureproof your internal systems.

  • Therefore, starting by developing an in-depth understanding of your business’s current and future payroll requirements is important. In today’s dynamic business landscape, organisations are increasingly asking themselves a series of crucial questions when considering service partners such as: Are we looking at expanding quickly?
  • Do we need to consider both a local workforce and different geographies?
  • Are we looking at implementing employee share plans?
  • Are we adopting a model of FTEs or are they leaning more towards leveraging on the GIG economy?

You can then use this knowledge to search for a team equipped to meet all your needs.

2. Assess the provider’s competencies

Once you have a shortlist, it is time to check each provider’s ability to assist you. Seek a provider that specialises in:

  • establishing robust data security solutions;
  • delivering responsive customer support; and
  • providing sophisticated human resources management system solutions.

Ideally, they will have a track record of servicing organisations similar to yours (in size, complexity and location), and the ability to adapt to evolving demands as your company grows.

Provider Expertise

3. Investigate the provider’s expertise and accuracy

Next, be sure to investigate potential partners’ experience level and service history.

“Fundamentally, payroll is about making sure people are paid the correct amount in a timely manner, so check that the provider has a track record of doing that consistently,” Ken says.

Experienced providers take an exploratory, deep-dive approach to their service delivery. This approach allows them to uncover the specific challenges an organisation is facing and design robust solutions to meet current and forecasted needs.

A wealth of experience also makes payroll teams better at targeting the root cause of problems, resulting in an effective and efficient service experience.

4. Check the provider’s geographical footprint

To support seamless payroll administration and cut costs, multinational organisations should consider engaging a globally minded firm with extensive experience navigating the cultural and regulatory complexities of cross-border payroll.

Ken points out that language barriers can also pose a challenge.

“Business leaders sometimes fail to realise this will be an issue until they become familiar with the tasks required to manage their payroll,” he says. “You will need to submit regular forms to governments and agencies, and someone will need to interpret what you’re signing off.”

How to prepare for the future of payroll

Companies wanting to succeed in an increasingly competitive and complicated Hong Kong market must take swift action to futureproof their payroll systems.

According to Ken, C-suite executives can enhance the adaptability and effectiveness of their payroll function by embracing new technologies.

“Technology evolves very fast and will evolve further, bringing improvements in speed, efficiency and accuracy to the payroll process – which was historically very clunky to manage,” he says.

The benefits of modern payroll systems are numerous, with the latest cloud-based human resource management systems (HRMS) enabling leaders to:

Process enormous data sets in record time, resulting in faster payroll management and unparalleled reporting capability
Leverage automation to increase efficiency and minimise errors
Streamline cross-border payroll administration and compliance by consolidating multiple platforms into one (which also removes the need to train teams in multiple platforms)
Easily generate consistent group-wide payroll data, which can be used to strengthen other primary business functions and make informed decisions to drive business growth
Integrate your payroll with other internal platforms (e.g. human resources and finance) to improve the accessibility of valuable real-time data and simplify the task of adjusting platforms as regulatory requirements evolve

Discover premium payroll services in Hong Kong

BoardRoom has been helping businesses thrive for more than 50 years. Our experienced teams are known for their ability to handle complex problems with speed, professionalism and skill, as well as their attention to detail and dedication to exceptional customer care.

These qualities, along with our innovative HRMS offering, Ignite, have helped make BoardRoom one of the most highly sought-after payroll firms in the Asia-Pacific region.

With local offices in five different geographies, and a strong global network of trusted business partners, we possess the knowledge and resources to expertly manage the payroll of organisations of all sizes, from growing SMEs to sprawling multi-country corporations.

Contact BoardRoom today to find out how we can help your company maintain strict payroll compliance as it expands.

Contact BoardRoom for more information:

Ken wong

Ken Wong

Managing Director for Payroll for Asia

E: [email protected]

T: +852-2598 5234

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Great corporate governance starts with a skilled company secretary

Great corporate governance starts with a skilled company secretary Banner

Great corporate governance starts with a skilled company secretary

The COVID-19 pandemic altered the business landscape of marketplaces worldwide. Adapting to continual uncertainty and change has been necessary for survival. However, as we enter a new age of economic promise, Asia-Pacific enterprises are taking a proactive approach to corporate governance in order to assure a bright future for themselves and the larger economy.

In this article, Samantha Tai, Regional Managing Director for Corporate Secretarial, outlines the significance of corporate governance in Hong Kong. She further discusses how leaders may build values-based governance procedures in order to achieve outstanding results. In addition, we look at how the company secretary may advise and execute best-practice corporate governance measures to full effect.

What is corporate governance?

The meaning of corporate governance at the organisational level is to achieve superior performance, behave with integrity and maximise value to stakeholders. Companies that adhere to corporate governance norms are more likely to satisfy company goals, attract investment and outperform their rivals.

Significantly, the adoption of group-wide good corporate governance reduces the possibility of wrongdoing and consequent punishment.

In Hong Kong, the Prevention of Bribery Ordinance (POBO) sets out provisions for the prevention of bribery and for purposes thereto and connected therewith. Through the introduction of new code provisions under the Corporate Governance Code as set out in Appendix 14 to the Main Board Listing Rules and Appendix 15 to the GEM Listing Rules, that came into effect on 1 January 2022, all issuers have to establish an anti-corruption policy. For this reason, “companies need to make sure they have adequate procedures in place”, Samantha says.

Corporate governance is not a legal necessity for all Hong Kong enterprises, but Samantha believes that its link with fiduciary obligation makes it a crucial investment for every leader.

“We open BoardRoom training sessions in Malaysia by discussing a director’s fiduciary obligation to the Commonwealth to always prioritise the best interests of the firm, minimise conflicts of interest and act in good faith,” she explains.

“In Hong Kong, fiduciary obligation is taken very seriously, with authorities taking action against directors who fail to fulfil their responsibilities – including independent directors.”

Successful corporate governance frameworks include the creation of customised policies and their subsequent execution.

The corporate secretary is normally in charge of this duty.

Corporate Governance

The role of company secretaries in promoting corporate governance

Historically, the corporate secretary was a primarily administrative role and held minimal influence with the board. Today however, as a member of senior management and a statutory officer, the company secretary now handles various critical obligations for the organisation.

Company secretaries act as a connection between the board of directors, senior management and the company’s stakeholders (including regulatory bodies). This is in addition to their role in administrating crucial undertakings such as minutes taking, secretarial compliance and also company incorporation. Other duties include utilising digital technology, such as board management and ESG software, to strengthen board and shareholder procedures and improve corporate governance. Furthermore, because they are well-versed in local laws, they can guarantee that corporate governance standards are established, followed and evaluated on a regular basis.

The present responsibilities of the company secretary, according to Samantha, are clearly defined in the Corporate Governance Guide for Boards and Directors.

“In Hong Kong, the company secretary’s views on corporate governance are sought since they attend all board meetings, are familiar with relevant regulations and understand compliance needs,” she explains. “They advise the board on corporate governance practices that must be implemented. This might be related to the board’s structure or the company’s rules and code of ethics.”

They also assist publicly traded corporations in demonstrating corporate governance in their annual reports, including any alternative means utilised to attain the same goals.

Company secretarial responsibilities have become so synonymous with corporate governance that the Institute of Company Secretaries in the United Kingdom and the Institute of Chartered Secretaries and Administrators in Australia have both rebranded to the ‘Chartered Governance Institute’, with other regions expected to follow suit.

In Hong Kong, The Hong Kong Chartered Governance Institute unveiled its new brand identity in Jan 2022. Aiming to reflect its unique position and critical role as highly qualified experts in corporate governance in Hong Kong and the Mainland China, and as the China Division of the Chartered Governance Institute, an international organisation with nine Divisions globally.

Corporate Secretarial

How to elevate your corporate governance

Good corporate governance will become increasingly crucial in the coming years, with regulators anticipated to issue new guidelines for both public and private companies. Organisations that maintain best-practice standards as they develop will be well positioned to seize new opportunities and fulfil market needs.

You may lead your organisation to better corporate governance by implementing the actions outlined below.

1. Obtain the services of a qualified company secretary in Hong Kong

The first step toward better corporate governance is ensuring that your company follows existing standards and best practices, notably those outlined in the Hong Kong Stock Exchange Limited’s Corporate Governance Code. This includes assisting companies to adopt the new standards when they come into effect.

“Because they must report to the stock exchange, publicly traded firms already require corporate governance,” Samantha says. “However, they must now guarantee that corporate governance is practised in all of their subsidiaries as well – regardless of whether the subsidiaries are also listed firms or headquartered in Hong Kong or elsewhere.”

To meet this criterion, an experienced company secretary would assist in the development of a group-wide corporate governance structure. A code of conduct would be included, as well as rules and processes for corporate governance issues such as whistleblowing, anti-corruption, board diversity and sustainability.

Company secretarial service providers are a popular choice for executives who want to know that they will receive expert advice that is specific to their organisation.

    2. Develop detailed policies tailored to your needs

    Despite Hong Kong’s relatively high corporate governance performance, corporate irregularities can still occur. Failure to achieve expectations is sometimes attributed to internal perceptions of corporate governance as a box-ticking process, with the resulting policies being insufficient in length and content.

    Senior-level workloads can result in rapid copy-paste solutions.

    “Corporate governance involves more than simply copywriting,” Samantha cautions. “As there are many tools available, it’s important to bring your relevant management team together to discuss corporate governance framework development”.

    The most successful corporate governance policies:

    • are comprehensive;
    • represent the organisation’s values;
    • are appropriate for the organisation’s industry and size; and
    • outline how good governance is actively practised.

    3. Implement integrated reporting

    While it is critical to ensure that your corporate governance policies and yearly reports are up to date, effective governance cannot be accomplished simply with documentation. According to Samantha, integrated reporting will most likely become essential in the coming years.

    “Integrated reporting is a method based on integrated thinking that communicates how a company’s strategy, governance, performance and prospects lead to value generation,” Samantha explains. “It gives your yearly report more weight.”

    Rather than viewing reporting simply as a compliance exercise, embarking on an integrated reporting journey provides for improved employee engagement and value generation.

    Because all members of an organisation play a role in achieving good governance, it is equally critical to spend time articulating the importance of corporate governance to board members and personnel. You may do this by demonstrating how corporate governance standards are valuable instruments for improving business performance rather than arbitrary duties that must be completed.

    “Successful corporate governance is interwoven into the company’s day-to-day activities,” Samantha explains. “It’s not merely a compliance policy.”

    CS Reporting

    4. Develop a corporate culture that prioritises ESG

    Developing a corporate culture that prioritises Environmental, Social and Governance (ESG) can significantly elevate a company’s corporate governance. By integrating ESG considerations into business strategy, decision-making processes, and daily operations, you can demonstrate a solid commitment to ethical and responsible practices.

    According to Samantha, corporate governance issues are often overlooked by many CEOs due to their focus on navigating a challenging economy.

    Regulators are urging increasing board engagement in ESG efforts in the interests of top-down corporate governance, with country-specific compliance requirements changing on a regular basis. Board directors are better placed to account for ESG risks and make choices that increase shareholder value. As a result, more emphasis is placed on developing a complete ESG strategy that benefits not just the organisation, its shareholders and the environment but also its employees. This leads to long-term financial performance and value creation for all stakeholders.

    ESG

    Prioritise good corporate governance

    The strength of your corporate governance policies, practices and structures in the coming years will determine your business’s immediate and long-term prosperity.

    It is critical that your business’s board of directors and management team embrace its governance structure, but it is also critical that your company secretary steers its success. Choose a company secretary with diverse knowledge, strong ethics and exceptional communication skills for optimal results.

    Having an expert company secretary handle your corporate governance frees up your executive team to focus on other essential business objectives such as digital transformation.

    Contact BoardRoom’s corporate secretarial experts to learn how we can assist your company in meeting its corporate governance objectives.

    Contact BoardRoom for more information:

    Samantha Tai

    Samantha Tai

    Regional Managing Director, Corporate Secretarial

    E: [email protected]

    T: +60-3-7890 4800

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    Make the transition to outsourced accounting services to grow your business

    Make the transition to outsourced accounting services to grow your business

    If your firm intends to expand throughout the Asia-Pacific region (APAC), outsourced accounting services can help you achieve seamless business growth in an unpredictable economic climate.

    Given the complexities of the accounting function, it is common for business owners to be intimidated by the notion of hiring outside staff. In this article, we will look at how outsourcing can be used to create a smart business model and what actions you should take to guarantee a smooth transition.

    Why use outsourced accounting firms?

    Because of the numerous advantages of outsourcing accounting and bookkeeping, it is becoming a common alternative for APAC firms. In fact, according to a 2020 global study, over half of finance accounting professionals are contemplating outsourcing additional tasks.

    This can be attributed to three significant factors.

    1. Access to expert knowledge and skills

    Outsourcing gives businesses access to qualified professionals with a high degree of relevant knowledge and expertise – attributes that are not always simple to achieve through recruiting.

    “Companies frequently want to shift to outsourcing because they’re seeking specialists who can help them enhance their procedures,” says Yang Shuzhen, BoardRoom’s Accounting Director.

    Operational teams and managers are typically preoccupied with day-to-day operations, making it challenging to examine procedures objectively and discover opportunities for change. This is just one example of how an outside team might assist.

    “During COVID, many people working in Asia returned to their home countries, which has caused a shortage in the labour market,” Shuzhen notes. “Because of this, many APAC firms cannot source talent with the skills and experience they require.”

    2. Reliable and prompt service

    Accounting outsourcing provides immediate, practical support at a time when finance personnel turnover is rampant.

    “A lot of financial professionals want to take a break or try a totally new industry,” Shuzhen explains. “As a result, individuals are leaving, and in many cases, businesses cannot replace them at the same rate.”

    This can lead to insufficient handovers and employee shortages, causing transactions and procedures to fall between the cracks. Businesses confronted with these issues would consequently seek the assistance of an external provider with a pool of trained, professional accountants ready to analyse the situation and take over the processing.

    “They require experts who are experienced enough not just to take over their accounting duties but also to advise them moving ahead,” Shuzhen explains. “An external team can assist you in developing standard operating procedures and internal controls, both of which are essential for success.”

    Reliable and prompt service

    3. Digital transformation insights

    The accounting sector is undergoing significant development, with digital transformation providing opportunities to translate data into valuable business insights. The finance function is increasingly expected to contribute to the advancement of the strategic goals for a business in addition to executing transactional activities, which means that the required skill set for finance professionals is changing.

    According to A 2020 Deloitte study, finance’s new position as a strategic business partner would necessitate firms balancing human and machine-based skills while reflecting the four future-ready company qualities: analytical, adaptable, agile and anticipatory.

    The data analytics skills and technical experience necessary to do this can be challenging to maintain internally, which is why many organisations seek the assistance of premium outsourced accounting services.

    The COVID-19 pandemic has intensified outsourcing demand even further, with the global finance and accounting outsourcing industry predicted to reach USD 53.4 billion by 2026. This is mainly owing to a widespread demand for efficient solutions and stability in difficult times, which corporate services providers can deliver.

    Challenges faced by in-house accounting

    There are two primary reasons why APAC organisations are moving away from in-house accounting.

    Intensive labour is involved

    Recruiting, training and managing a finance team is time-consuming, as is expanding the team as your company grows.

    “A fast-growing organisation will devote a significant amount of money to educating the workforce, maintaining morale and ensuring the team functions properly,” Shuzhen explains. “This is significant because strong financials and timely reporting benefit the company when stakeholders make decisions.”

    However, resignations may be difficult for a team. Businesses may invest time in effective handovers and training for the new staff, but there will be a learning curve, so they will not have the same influence as the prior team. There is also no assurance that the workers will remain for an extended period.

    “Deliverables may be impacted when these changes become frequent and handover times are short,” Shuzhen warns.

    Technological changes are difficult to adapt

    Across APAC, digital innovation places pressure on internal teams to embrace new, more complex accounting systems.

    While this adaptability is necessary for continuous productivity, workforce constraints caused by the Great Resignation mean that there is frequently little time to guarantee new systems are implemented correctly. As a result, the new software may become a barrier rather than an aid, resulting in further delays and investment.

    An experienced accounting partner can efficiently negotiate with software providers to ensure that new systems are correctly customised to your firm. They can also plan a smooth and smart rollout of the new software, ensuring that the most critical solutions are installed first.

    How to outsource accounting services

    For a simple transition to outsourced accounting services in Hong Kong, we propose the following steps:

    1. Consider the accounting issues you are presently dealing with and the solutions you want to find through outsourcing.
    2. Examine the budget you have for accounting outsourcing.
    3. Get in touch with a reliable accounting services provider. They will meet with you to discuss your present position, assist you in gathering the essential information and advise you on the next steps.
    4. Inquire about the firm’s accounting software options to discover which is best for your company.

    A good provider will prioritise the critical tasks that require attention. Once things are under control, they will collaborate with you to develop a comprehensive end-to-end accounting solution for your company, as well as a tailored approach to advice.

    To set the initial onboarding and subsequent relationship up for success, evaluate who in your organisation is most suited to engage with them directly.

    The designated individual might be a finance manager, CEO, firm owner or director; the most essential thing is that they have extensive financial expertise and can discuss financial topics in depth. This will also assist in guaranteeing that the final solutions are matched to your specific requirements.

    Asian Accountant

    Making the right choice for your business

    Like an in-house team, your accounting services provider should integrate smoothly with your firm and have a deep awareness of your challenges. Your partner should deliver all the benefits of an in-house team while eliminating all the negatives. Once we have gained a deep understanding of your issues, we can provide all the benefits of an in-house team while removing the disadvantages.

    From accounts receivable and payments to general ledger and financial reporting, a full-service business can handle all areas of your accounting and bookkeeping. They will also be able to give business support in other areas, such as cash flow management, to assist your firm in meeting its objectives.

    “Our accounting solution at BoardRoom extends beyond transactional processing,” Shuzhen explains. “Financial data may be quite beneficial, and we utilise it extensively when advising our customers.”

    It is critical to seek an experienced accounting services provider since they can quickly and readily discover effective solutions to any accounting difficulties you may be experiencing. You will also know that the next time your firm is audited, it will have followed all of the proper protocols.

    Accounting outsourcing: what to avoid

    If you’re thinking about switching to accounting outsourcing, get started now.

    Businesses sometimes waste valuable resources attempting to handle accounting issues independently when an external services provider might have stepped in far earlier and implemented solutions in a much shorter time.

    Even if the organisation is small, financial commitments and difficulties can swiftly add up. So, if you are establishing a new organisation or branch in a neighbouring nation, it is important to hire an external team from the beginning to verify that the proper accounting processes are in place.

    The longer you put off outsourcing, the more difficult and time-consuming it can be to organise your finances and resolve problems.

    Outsource accounting services

    What are the benefits of outsourcing for business growth?

    If your firm has expansion plans, an accounting services provider might be a beneficial business partner.

    They can help you by:

    Offering thorough guidance and precise data at any time (so you can make quick decisions)
    Generating reports for possible investors
    Preparing financial ratios so you can have timely interactions with banks

    An accounting partner can also assist in establishing internal accounting controls at your headquarters and implementing these among finance units in other countries. Because you have identical internal controls throughout your regional sites, you can quickly generate reliable group-wide statistics at any time of year.

    Compliance with multi-country regulations

    Accounting partners also help businesses thrive by guaranteeing full regulatory compliance, including drafting and submitting statutory reports.

    In terms of your Hong Kong duties, an accounting partner will ensure that all your Hong Kong Financial Reporting requirements are completed and filed on time. Choosing a provider who supports multiple regions is crucial as other APAC areas will have distinct regulatory regimes, some of which may be quite rigorous and complicated.

    They can also ensure that your business is achieving its local compliance obligations on an ongoing basis by consolidating taxes with a worldwide organisation.

    Begin your transition to outsourcing your accounting services

    An expert accounting team working in close partnership with your internal team is critical to ensuring a smooth and lucrative trajectory, regardless of where you are in your expansion journey.

    Please contact us to learn more about BoardRoom’s world-class accounting and bookkeeping services, as well as our complementary payroll outsourcing and tax advisory solutions.

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    Hong Kong 2023-24 Budget

    HK Budget 2023-24 image

    Hong Kong 2023-24 Budget

    As Hong Kong enters the post-pandemic era, the Hong Kong 2023-24 Budget laid out the plans and measures for pursuing economic growth, moving to high‑quality development and enhancing people’s quality of life. We’ve outlined the key changes that you’ll need to be aware of, in order to optimise the benefits for your business.

    To find out how the tax measures announced will implicate your tax planning, download our Hong Kong 2023-24 Budget Report.

    If you have any questions relating to the information contained in this report or require tax advisory services, please contact our tax advisors via email or call us at +65 6536 5355.

    To view this report in Traditional Chinese, click here.

    To view this report in Simplified Chinese, click here.

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    The evolving role of company secretaries in Hong Kong

    The evolving role of company secretaries in Hong Kong

    The evolving role of company secretaries in Hong Kong

    Traditionally, a company secretary’s duties were restricted to simple administrative activities like filing annual returns, taking minutes, amending company constitutions and other in-house office tasks. However, the position is changing as corporate governance and company management become more important and sophisticated.

    In contemporary Hong Kong, the company secretary is a high-level position with a wide variety of significant responsibilities across several business areas. As a result, the company secretary plays a key part in supporting an organisation to realise its full potential.

    Read on as we examine the changing responsibilities of a company secretary, and the ways a capable company secretary can give your company a competitive edge.

    What is the importance of a company secretary?

    Company secretaries perform a range of tasks to assist with the operations of an organisation, but crucially, they ensure strict adherence to the Companies Ordinance and other local rules.

    Do not undervalue what a knowledgeable company secretary can bring to your business, especially if you are aiming to prosper in competitive markets. They will be able to assist in improving your governance procedures so that advantages and performance are maximised.

    Services provided by company secretaries include:

    • improving the structure of your company;
    • championing the creation of a robust environmental, social and governance (ESG) strategy;
    • ensuring your business meets its legal and regulatory obligations; and
    • establishing modern corporate governance procedures.

    The company secretary serves as a level-headed advisor, ensuring your business pursues its objectives with tenacity and honesty.

    Corporate Secretary

    What do company secretaries do?

    Within the Asia-Pacific (APAC) region, there are different laws and expectations governing company secretarial matters. After incorporation, companies in Hong Kong are required by law to select a company secretary.

    Standard responsibilities for company secretaries in Hong Kong include:

    Taking part in board conferences
    Arranging annual general meetings
    Communicating with directors and shareholders
    Maintaining secretarial records and statutory registers
    Drafting and submitting annual returns and other statutory returns with the Companies Registry
    Certifying documents with local authorities
    Managing the change of corporate structure
    Carrying out ad hoc tasks on the board’s behalf

    Company secretaries provide assistance throughout the business lifecycle, from setting up and maintaining a company in Hong Kong, business expansion across Asia Pacific, restructuring the company and even closing down the company.

    In what ways has the company secretary role changed?

    Company secretaries once had a relatively administrative role, but today they are extremely knowledgeable about the fast changing regional rules and regulations and high standards of corporate governance. As a result, they have adopted an advisory role within businesses: directors and shareholders are able to consult the company secretary for guidance on how to navigate compliance and corporate governance issues.

    Current areas of focus for company secretaries include advising the board on matters pertaining to ESG and statutory compliance.

    ESG advisory

    Businesses in Hong Kong are under building pressure to exhibit good governance as demand for strong ESG grows among investors, regulators and consumers. A 2020 KPMG survey revealed that sustainability reporting across APAC has increased from 78–84% since 2017.

    The company secretary has a significant role to play in advancing ESG because of their extensive involvement in both the operations and board activities of an organisation.

    Company secretaries help elevate initiatives by:

    • assisting with the development of ESG measures (such as whistleblower protection policies)
    • collaborating with sustainability team members to respond to ESG opportunities and risks;
    • setting up routine ESG auditing; and
    • assisting with accurate ESG reporting in company publications.

    Statutory compliance

    One of the company secretary’s primary duties is to remain aware of statutory requirements and provide updates to the relevant stakeholders. Directors and management teams must be able to consult the company secretary for accurate compliance advice, though the company secretary is not held responsible for legal decisions.

    Additionally, company secretaries help ensure the business is prepared for regulatory change.

    Some ways company secretaries assist with statutory compliance include:

    • scheduling proceedings of board and shareholder meetings;
    • drafting resolutions for the board and shareholders;
    • ensuring all required returns are submitted on time to the Inland Revenue Department Companies Registry and other government authorities;
    • helping any listed businesses comply with the Listing Rules for HKEX; and
    • providing training and updates on regulatory changes to directors and the relevant stakeholders.

    A skilled company secretary can deliver customised compliance solutions that meet regulatory criteria.

    Key obstacles in company secretarial services

    When appointing a company secretary, look for strong adaptability and excellent communication abilities. They will need these qualities to navigate compliance-related difficulties.

    Here are the top three obstacles company secretaries encounter.

    1. Keeping across evolving regulations

    Maintaining organisational compliance amid shifting regulatory environments is the primary challenge company secretaries face. One way they promote continuous compliance is by collaborating directly with authorities.

    Company secretaries provide a crucial link between businesses and regulators. They are able to assist with internal forward planning because, at times, they are aware of the proposed regulatory changes before the changes come into force.

    This prevents the need to rush the formalities to accommodate compliance with the new rules and regulations when the changes take effect.

      2. Implementing customised compliance solutions

      Every company’s compliance structure will be unique, taking into account the company’s corporate value, mission, size, location, industry, and listing status. The ability to create specialised business solutions for an organisation in accordance with its charter, within the constraints of the Companies Ordinance, is thus a requirement for company secretaries.

      A tailored compliance framework can help a company run ethically while still excelling in its sector.

      3. Securing buy-in among stakeholders

      Some companies fail to recognise the benefits of hiring a highly qualified company secretary. This is typically due to a weak compliance culture, where compliance is considered a burdensome task rather than a promising way to progress business objectives.

      Generally, the company secretary is in charge of directing secretarial compliance at all levels of a business. It is their responsibility to help shareholders, directors and staff understand:

      • the reason statutory, regulatory and corporate requirements are in effect;
      • why it is important for the business to meet these requirements; and
      • how strong compliance benefits the business and its people.

      Selecting a company secretary that takes compliance very seriously will help ensure your business maintains strict adherence to local regulations.

      Corporate Secretary

      Appoint a company secretary you can rely on

      Many businesses decide to partner with a respected corporate services provider for support with streamlining their operations. Along with corporate secretarial services, these can include help with accounting and payroll or share registry and employee stock ownership plans (ESOP). With this strategy, executive members of staff can pay more attention to business growth and worry less about compliance requirements. This provides greater opportunity to increase your production levels, effectiveness and profitability.

      By engaging a third-party secretarial service provider, you can also:

        Ensure the incorporation of your business is expertly handled
        Streamline secretarial compliance across multiple regions
        Maintain multi-country compliance through a single point of contact
        Receive crucial advice to support business expansion
        Minimise resource expenditure through a decreased administrative load
        Channel more resources into progressing core goals

        If your company intends to grow throughout APAC, you need to be ready for the various regulations and cultural expectations of each region. In addition, you will need to meet the legal requirements for any cross-border partnerships you enter into.

        Your business runs the risk of being fined for not meeting its compliance duties if your company secretary lacks the right credentials, abilities or attitude to ensure effective corporate governance.

        Be aware that if you engage corporate advisory services in individual regions, the complexity of your operations may increase. Seek a provider with offices throughout APAC to simplify your company compliance processes.

        Corporate Secretary

        Maintain competitive advantage

        If your goal is to expand successfully throughout APAC, BoardRoom specialises in a range of corporate services to suit your business needs. Our company secretary Hong Kong team are highly qualified with extensive experience in secretarial compliance matters, so they are able to provide valuable guidance at each stage of your growth journey.

        Chat with our specialists today to learn more about working with a capable corporate secretarial service provider.

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        How to take a strategic approach to regulatory compliance in Hong Kong

        How to take a strategic approach to regulatory compliance in Hong Kong

        How to take a strategic approach to regulatory compliance in Hong Kong

        For long-term business success and credibility, regulatory compliance is crucial. But shifting regulatory landscapes pose a significant challenge to Asia-Pacific (APAC) businesses looking to grow throughout the region. Modern multi-country companies must ensure their compliance frameworks address the specific mandates and expectations of each jurisdiction in which they operate.

        In this article, BoardRoom’s Group Director, Legal & Compliance Ai Min Lim and Hong Kong Compliance Director Davis Lau explain how businesses can take strategic action to ensure their compliance practices are aligned with the expectations of regulators, clients and partners. We will also explore the importance of building an internal compliance culture and choosing business partners that share your vision for strong compliance.

        Regulatory requirements in the Asia-Pacific region

        Following recent high-profile financial crime cases and the economic disruption of COVID-19, regulators across APAC are under mounting pressure to promote good governance and fair competition in their respective economies. Compliance requirements continue to change, making adaptability crucial for businesses operating across borders.

        “The regulatory landscape is evolving, with companies now facing escalating regulatory demands,” says Davis Lau.

        The main types of compliance

        In the Hong Kong business world, compliance can be broken down into the following three categories:

        Statutory compliance

        The local laws or ‘ordinances’ that companies must fulfil to operate their businesses (eg. anti-money laundering laws)

        Regulatory compliance

        The standards and rules that govern how laws are enforced (these are enforced by administrative bodies and often have the same force as laws)

        Corporate compliance

        Good governance practices that are strongly encouraged by regulators but not required under law or regulation.

        To continue operating and avoid penalisation, companies must comply with all relevant statutory and regulatory compliance requirements. However, the Hong Kong compliance agenda is now evolving beyond basic compliance to incorporate broader strategic issues, prevalent within the third category – corporate compliance.

        Companies that take a holistic approach to compliance by pursuing all of the above categories with equal dedication will earn increased trust from their stakeholders, leading to greater competitive advantage.

        Strategic compliance starts at the top

        Strategic compliance

        Taking a strategic approach to regulatory compliance will ensure your business not only meets but exceeds its governance goals. According to Ai Min Lim, one key strategy is to make sure your company’s compliance efforts start from the top.

        “Management must recognise that they have to put resources into compliance and invest in it, because it’s not just ‘good to have’ — it’s absolutely crucial to protect the business,” she says.

        Compliance cannot be driven by the Compliance Department (or equivalent) alone. It is the responsibility of the management team to set the tone and ensure that compliance is part of the company culture. The importance of compliance and the messaging around it must cascade down to staff across all levels to ensure uniform practice across the organisation.

        Every member of an organisation, from the mailroom to the boardroom, needs to work together to achieve compliance. It is not just a process or policy on paper, but something that is operationalised and its importance understood at all levels of the organisation.

        Build a culture of compliance

        To create a compliance program that goes beyond ‘checking the boxes’, leaders need to start dismantling outdated perceptions of compliance as a burden.

        Corporate workers are generally very busy with competing priorities. So with changes to regulations having a direct impact on day-to-day processes, it can be challenging for people to see compliance as a valuable part of business.

        Key ways to cultivate an appreciation of regulatory compliance include:

        Showing workers how compliance fundamentally makes their jobs easier
        Appointing compliance champions in each business unit
        Fostering two-way dialogue between employees and compliance officers/champions (eg. via support channels and Q&A sessions)

        Once you have secured buy-in from all staff, your company’s risk of misconduct and subsequent penalisation will dramatically reduce.

        Common challenges of compliance

        All businesses in Hong Kong, no matter their size or industry, face similar obstacles in the pursuit of regulatory compliance. As the first step towards your compliance vision, it is important to identify these common challenges and explore how they might impact your organisation.

        Keeping up with evolving requirements

        According to a 2022 Regulatory Outlook report by Deloitte, the changeable nature of corporate rules across APAC means it will be increasingly difficult for organisations to maintain standard internal controls and processes. Relying on regulatory compliance management software alone is no longer an option.

        For example, a new inspection regime is coming into effect under the Companies Ordinance for Protecting Personal Information. The mandatory regime applies to Hong Kong companies and registered non-Hong Kong companies (including listed companies) that must now take a number of time-sensitive actions to meet the new requirements.

        To maintain ongoing compliance, companies must predict how emerging regulations may impact not only their compliance processes but also their business models and strategic direction. On top of this, they must correctly interpret the meaning of new laws, which are often expressed in complicated legal speak.

        There is no one-size-fits-all approach

        With local requirements varying greatly depending on the size, industry and location of your business, compliance is usually not a straightforward task.

        “Compliance for a startup and compliance for a multinational corporation are very different concepts,” says Davis. This means there’s no single framework, roadmap or workflow tool available to make compliance easier. Its nuanced nature requires a tailored solution.

        Fortunately, Hong Kong recognises that companies require some flexibility to implement the best governance practices to suit their circumstances. For example, while publicly listed companies are expected to comply with the Corporate Governance Code, they are allowed to deviate as long as they can provide considered reasoning in their annual report.

        One-size-fits-all approach

        How to stay across regulatory changes

        Stay across regulatory changes

        From setting the vision, devising the strategies, providing relevant training and then reporting on results, regulatory compliance requires significant resources to be effective.

        Partnering with experienced providers across all business endeavours takes the guesswork out of responding to complex rules and regulations. Ultimately helping your staff understand their directive and potential implications. Plus, they can help you make strategic compliance decisions that align with changes in corporate governance and other regional-level activities.

        Start implementing strategic regulatory compliance today

        Strategic regulatory compliance benefits your business in several crucial ways. It protects you from reputational damage and hefty fines and promotes positive relationships with key stakeholders (including customers, staff and regulators) that will propel your business towards its goals.

        Contact us to speak with a local expert about regulatory compliance in your organisation.

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        Why multinationals are consolidating their taxes with one provider

        Why multinationals are consolidating their taxes with one provider

        Why multinationals are consolidating their taxes with one provider

        When it comes to business operations, tax and accounting are two of the most vital and complicated responsibilities. Mistakes in these areas can have serious legal repercussions, so they need to be handled with a high level of accuracy. On top of this, companies that conduct business in multiple Asia-Pacific jurisdictions need to comply with all applicable local legislation – a complex task.

        In Deloitte’s 2021 Asia Pacific Tax Complexity Survey, 80% of respondents said the region’s tax systems are more intricate now than they were in 2018.

        Many tax and accounting professionals aspire to engage a full-service business tax advisory firm in Hong Kong, China, Malaysia or Singapore to coordinate all their accounts in each region. However, not all businesses take this option, especially if they have expanded rapidly or are new to the region.

        In many cases, organisations begin a new tax management partnership each time they branch into a new country. It is a common occurrence, with service providers offering thorough knowledge of local tax rules and regulations. But managing multiple tax advisors can be difficult.

        It is not unusual for tax professionals in multi-country businesses to come up against:

        • Complicated cross-border tax implications and treaties: different statutory and regulatory compliance requirements can cause delays, confusion and penalty.
        • Communication problems: variations in language and culture can make it hard to harmonise the activities of multiple tax partners.
        • Staff attrition: staff turnover is increasing due to the great resignation.
        • Technology differences: cross-border operations can be difficult due to regional differences in technology and communication.

        Is your business facing these challenges? You may benefit from consolidating your tax management with a business tax advisory service in Hong Kong, China, Malaysia or Singapore. Wherever your company is based, an experienced tax services firm will provide you with a single point of contact, making multi-country tax coordination simple.

        Read on to discover the benefits of consolidating your taxes with one provider as well as tips on choosing an appropriate partner for your business.

        Local expertise is invaluable

        Asia-Pacific governments regularly enact new corporate rules and regulations, and companies must stay across the changing tax regimes of each country they operate in.

        An experienced tax advisor can help you satisfy all local obligations while successfully managing multi-country operations. The tax rules in Hong Kong can be particularly tricky to navigate, so the advice of a knowledgeable service provider is invaluable.

        Tax breaks and exemptions can easily go unnoticed if you lack access to local expertise. Outsourcing your accounting and compliance functions to a third party professional will ensure your company applies for all tax benefits and incentives it is entitled to.

        Seeking a reputable tax firm in Hong Kong that has solid connections in neighbouring regions will ensure your cross-border operations are executed with professionalism and accuracy, while meeting all statutory obligations.

        Effective communication

        Prior to selecting a tax partner, find out whether you will have one point of contact or need to communicate with multiple individuals in different regional offices. The second arrangement is undesirable, as you would need to navigate all the same issues that come with in-house tax administration.

        The best business tax advisory firms connect clients with a network of tax experts via one contact point. This scenario provides you with access to quality tax advice and services without the problems that come with coordinating multiple teams.

        Communication

        The advantages of working with one unified team can also have significant financial rewards. Tax benefits and incentives are maximised across your business while errors, discrepancies and miscommunication amongst suppliers are reduced. Having one point of contact will also help you align your company goals on a global level, keeping consistency and reliability throughout your business.

        When handling tax across several countries, you also need to be mindful of cultural differences. The Asia-Pacific region encompasses a variety of cultures, traditions, religions and languages, so it is important to engage a trusted tax firm that can guide you through cross-border business with sensitivity and success.

        A highly trained international tax advisor in Hong Kong, China, Malaysia or Singapore will be able to help you adapt your working styles to suit specific Asia-Pacific locations.

        What is the meaning of tax compliance?

        Authorities across the Asia-Pacific region are paying closer attention to corporate tax activities as rules and regulations tighten. No business wishes for a tax compliance audit, so understanding tax compliance meaning is imperative. Finance and account staff are required to work harder with fewer resources as budgets and employee numbers decline. This adds pressure to your internal teams as they navigate Hong Kong tax compliance.

        A changing global workforce presents an additional challenge for businesses: teams and resources are frequently pushed thin as employees hunt for new jobs that offer better salaries or wellbeing programs.

        Regardless, legal obligations must be followed. Companies must strive to comply with Hong Kong’s strict statutory requirements by keeping up with all tax payments. Non-compliance can have severe legal consequences.

        Failure to comply can be due to a small mistake, such as overlooking a detail in statutory documents or miscalculating debts.

        Ensuring adherence to changing requirements can be extra difficult if your company has business partners across the Asia-Pacific region and the world.

        Compliance

        When you partner with an established third-party provider that understands local tax requirements in Hong Kong and throughout the wider Asia-Pacific region, your key decision-makers will have more availability to focus on company expansion. You can enjoy peace of mind, knowing that your tax administration is compliant with evolving local laws, as well as being reported correctly and on time.

        If any compliance concerns emerge, your tax partner will be able to respond quickly and capably.

        Top-tier service providers undertake a comprehensive analysis of your business structure, prior to giving advice on tax administration and future planning. This approach enables your teams to take advantage of tax benefits for your business in the long term.

        Selecting a premium tax advisor

        Handing over your tax administration to a reputable third-party provider will save you time and money: the efficiency of your teams will improve, increasing your profitability as a result.

        When it comes to taxes, cost considerations are crucial, but selecting the cheapest service provider is rarely a good move. A firm’s track record will provide a good indication of the kind of service you would receive.

        It is important to ask potential tax advisors questions like:

          How large is your client base?
          How long have you been running?
          What have you achieved in the years since you opened?
          What results have you delivered for clients?
          Do you operate in multiple regions?
          Can you support my business as it grows across borders?
          What is your staff retention like?
          Do you have many long-term employees?

          If the tax services firm you are considering provides confident, positive answers to these questions, it is a good sign their performance standards are high. You can have faith they will coordinate your taxes with skill, efficiency and professionalism.

          With sought-after providers like BoardRoom, you will enjoy:

          • High accuracy: BoardRoom has a strong 50-year history of reliable service and a reputation for quality.
          • Personalised service: due to low personnel turnover rates, we always have experts on hand to promptly and properly service your needs.
          • Superior knowledge: our highly trained professionals have an in-depth understanding of local legislative landscapes across the Asia-Pacific region.

          Branch out with confidence

          It is important to ensure your present tax activities are in check, but looking ahead to your business’s tax management in the years to come is just as crucial.

          Are you already operating in multiple countries across the Asia-Pacific region? If so, you may be planning to expand into additional regions. As part of your planning, be sure to factor in the extra statutory requirements and cultural nuances you will face.

          This is why global expertise is so important when it comes to selecting a specialist tax services provider.

          As an example, BoardRoom partners with Andersen Global, a network of tax and legal professionals operating in 315 locations worldwide. Our international relationships strengthen our knowledge of cross-border corporate taxation issues.

          Entrusting your taxes to an international provider guarantees you will have the specialised legal counsel you need to expand and prosper.

          The advantages of outsourcing multiple functions

          When comparing potential advisory firms, find out whether they are able to handle several business functions alongside tax.

          Company incorporation and corporate secretarial services are closely connected to tax management, and professional administration of these functions is necessary for successful expansion. Opting for a full-service firm will save you money and time, which allows you to channel more resources into growing your business and achieving your main goals.

          As businesses expand, efficiency becomes all the more important.

          Outsourcing

          Outsourcing several responsibilities to one service provider is a wise move because they already have a strong grasp of the way your business operates. They will be able to provide assistance in a range of capacities with very little hassle.

          Enhance productivity through consolidation

          Consolidating several corporate responsibilities with a single tax advisory firm has many benefits – particularly when you think about the money and time required to liaise with multiple firms throughout the region. You will enjoy significant yearly savings, especially if your partner can identify and apply for all the local tax breaks and incentives your company is entitled to.

          Premium tax outsourcing will lead to faster and smoother processes in many areas of your business.

          The task of tax administration only grows more complex. That is why engaging a skilled tax services provider is important to support your growth and ensure compliance with local statutory requirements as they evolve.

          Interested in consolidating your company’s tax functions with one service provider? Reach out to our tax team today.

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