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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Uncertificated Securities Market (USM) | BoardRoom Hong Kong

Hong Kong looks to move towards an Uncertificated Securities Market (USM)

Uncertificated Securities Market News - Hong Kong looks to move towards an Uncertificated Securities Market (USM)

As one of the world’s leading IPO and securities markets, the Hong Kong Stock Exchange currently follows an electronic as well as paper framework when it comes to securities subscription, shareholding, corporate governance and shares trading. Specifically, paper subscriptions to Initial Public Offerings (IPOs) and shareholding in paper certificate format are still practiced.

In recent years, law makers, regulators and capital market practitioners alike have expressed the opinion that the Hong Kong securities market, should, could and would progress into a paperless, or uncertificated environment, like some of the world’s other leading securities markets.

As a result in January 2019, the Securities and Futures Commission (“SFC”), Hong Kong Exchanges and Clearing Limited (“HKEX”) and the Federation of Share Registrars Limited (“FSR”) jointly issued a public consultation paper on the Uncertificated Securities Market (“USM”) topic and future execution framework.

Uncertificated Securities Market (USM) Framework Implementation

In April 2020, a conclusion paper was published on a revised operational model for implementing an Uncertificated Securities Market (USM) in Hong Kong. While there’s a lot of information in the paper, many details are still far from final. One thing that is clear however, is that the proposed new Uncertificated Securities Market (USM) framework will bring with its fundamental changes to the IPO and securities markets at both primary and secondary market levels.

At the primary market (Initial Public Offering) level, new IPOs will no longer provide a paper-based subscription channel to IPO subscribers, neither will paper based share certificates be provided. The primary impact on the market will effectively be an expedition of the whole process from consolidation and integration of subscription data and funds from all viable channels for an IPO.

At the secondary (trading) level, USM will significantly impact the process flow, time, etc. of securities transactions.  In addition, from a corporate governance point of view, how shareholders choose to own and transact their shares, and with it how shareholder rights are represented will undergo considerable changes. This is important because a core objective of the Uncertificated Securities Market (USM) initiative is to ensure investors have a real option when it comes to deciding whether to hold securities in their own name or not. The current paper-based process can act as an impediment for effecting legal title transfers as it can be cumbersome and time-consuming.

BoardRoom Hong Kong - Uncertificated Securities Market (USM) Initiative

The Uncertificated Securities Market (USM) initiative is going to revolutionize the IPO and securities market and BoardRoom, as one of the active share registrars in the Hong Kong capital market, shared our insights and knowhow on the USM topic in three recent webinar sessions. The sessions were well received by our audience with many clients commenting that the sessions were “very informative” and “saved them the time of having to read the full paper released by SFC”.

As an important industry member who regularly participates in USM discussion, consultation and conclusion process our team is well equipped to answer any questions you may have on this update to the industry and we welcome your queries on the topic. If you would like more information on the Uncertificated Securities Market (USM) initiative, please reach out to our Share registry services experts today.

Please contact:

Kellie Chan, Director, Business Development: kellie.chan@boardroomlimited.com , or

Elaine Liu , Director of Sales, Hong Kong and China Region: elaine.liu@boardroomlimited.com

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