About The Hong Kong Institute of · 2019-08-09 · HKR 9,615 ’ 000 9,727 11,327 ... 573 568 619...

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Transcript of About The Hong Kong Institute of · 2019-08-09 · HKR 9,615 ’ 000 9,727 11,327 ... 573 568 619...

Page 1: About The Hong Kong Institute of · 2019-08-09 · HKR 9,615 ’ 000 9,727 11,327 ... 573 568 619 597 659 883 891 1,159 2,254 741 985 1,052 1,582 1,929 767 693 685 474 507 1,285 3,148
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About The Hong Kong Institute ofChartered Secretaries

Good governance comes with membership

The Hong Kong Institute of Chartered Secretaries is anindependent professional body with approximately 4,900members and 2,700 students. It is dedicated to the promotion ofits members’ role in the formulation and effective implementationof good corporate governance policies in Hong Kong andthroughout China as well as the advancement of the professionof Chartered Secretary.

The Institute was first established in 1949 as an association ofHong Kong members of the Institute of Chartered Secretaries andAdministrators (ICSA) of London. It became a branch of ICSA in1990 before gaining local status in 1994 and changing its nameto The Hong Kong Institute of Company Secretaries. In July 2005,the Institute changed its name to The Hong Kong Institute ofChartered Secretaries. The Institute retains its close relationshipwith ICSA, and all the Institute’s members are also ICSA members.

The Hong Kong Institute ofChartered Secretaries

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Contents

2 President’s Report4 Financial Highlights6 Report of Council13 Calendar of Significant Events17 The Institute and Its Members19 The Institute and Its Students20 Membership Profile22 Student Profile24 The Institute and the Regulators25 The Institute and Mainland China26 Affiliated Persons Profile27 The Institute and ICSA28 The Institute and Other Professional

and Academic Bodies31 The Institute and the Community32 Council Member Biographies36 Outlook37 Secretariat38 Committees of Council42 Institute Representation on External Panels,

Committees and Working Parties44 Auditors’ Report

Audited Financial Statements45 Income Statement46 Balance Sheet47 Cash Flow Statement48 Statements of Changes in Reserves49 Notes to the Financial Statements61 Appendix – ECPD Programme Seminar Report

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PRESIDENT’SREPORT

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 200602

New Name – New EraThe year started with the Instituteofficially changing its name to The HongKong Institute of Chartered Secretarieson 2 August 2005, after members voted97% in favour of the proposed changesto the Institute’s Memorandum andArticles of Association during anExtraordinary General Meeting in July2005.

With the issues concerning the Institute’srole within the ICSA family settled,Council was able to look forward tofocussing its attention on pursuing themajor initiatives it had set itself.

Development in ChinaThe Affiliate Programme, which waslaunched in January 2005, continues toattract strong support from the boardsecretaries of H-Share listed companies.As time goes on, we will add moreservices to those we already provide.However, the most significantdevelopment has been thecommencement of the recruitmentprocess of Mainland students fromH-Share companies to study for theInstitute’s examinations.

A Memorandum of Understanding (MOU)was signed on 19 July 2006 with theUniversity of Hong Kong School ofProfessional and Continuing Education(HKU SPACE) to organise InternationalQualifying Scheme (IQS) preparatorycourses in Beijing for the Institute’sMainland students. Initially, in line with

the controlled and steady developmentadvocated in the Institute’s strategy forMainland China, a limited number ofstudents (20-30) will be recruited. Thegoal is to gradually increase the newrecruits each diet. By adopting thismethod and with the support of theH-Share board secretaries the Institutehopes that the next generation ofH-Share board secretaries will beprofessionally trained and qualifiedChartered Secretaries. The recruitmentprocess will be expanded to thoseworking in organisations other thanH-Share companies within a few years.

DisciplineThe disciplinary processes and structuresfor members and students werestrengthened during the latter part of2005. From January 2006 to 31 August2006 there have been three casesinvestigated by the Investigation Groupfor minor offences mostly relating to non-payment of subscription fees. What isimportant is that the disciplinary processis fair, robust as well as transparent and,where necessary, utilised. Having such adisciplinary system is positive and aprerequisite for the profession.

Continuing ProfessionalDevelopmentThe number of members enrolled in theaccredited section of the Institute’sEnhanced Continuing ProfessionalDevelopment (ECPD) programmedesigned for those members working inthe corporate secretarial sector stood at

The strategies decided upon by Council inprevious years concerning quality ofmembers and expansion in Mainland Chinastarted to pay significant dividends in theyear under review.

453 at the end of August 2006. Byobtaining CPD points via the ECPDprogramme over a two year periodparticipants with the requisite experiencecan gain the Practitioner’s Endorsement(PE) from the Institute, the qualityassurance certification programme forcompany secretaries. The number ofenrolments is a good start as we prepareto open up the PE to other professions inaccordance with our long-term aim ofadministering a quality assurancecertification programme for all thoseserving in the post of company secretary.

August 2006 saw the first PEs awarded tomembers. The formal award ceremonywas held in October to coincide with theICSA International Council meetingtaking place in Hong Kong.

We shall continue to promote the PE tosupport our members’ development andrecognition. The PE will serve as a markof experience and quality for regulatorsand employers. I urge all those who haveenrolled to ensure that they acquire therequisite number of ECPD points in orderto gain the PE, and gain the right to place“PE” after their post nominals.Congratulations to all those awarded thefirst PE.

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03The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

Corporate Governance Conference 2006On 13-14 October 2006, the Instituteheld its 5th Biennial CorporateGovernance Conference. The theme thistime was “Corporate GovernanceReforms: Adding Value?” The Conferencewas well supported by regulators andattracted many sponsors. The speakerand panellist line up was the best wehave ever had. The Conference was soldout. Feedback from participants waspositive and the presentations anddiscussions during the Conference werefruitful and full of insights. The Institutewas highly praised for its efforts inpromoting good corporate governancewith a practical standpoint.

Further InitiativesThe Institute took the final steps to re-position and re-brand the Institute andprofession between July and September2006. This is a process that was firststarted in 2004 and hopefully will helpincrease the profile and standing of theprofession not just among our key targetmarkets of the government, regulatorsand employers, but also in academia andthe general public. The new corporateidentity and positioning is scheduled tobe formally launched during the firstquarter of 2007.

Looking ForwardAfter three years of restructuring, re-branding and re-positioning the Institute,I believe that the time has come to movethe profession of Chartered Secretary outof the shadows. While we have alwaysworked hard with the regulators,government and employers, often behindthe scenes, to enhance corporategovernance and promote the benefits ofthe profession we have, compared tosome other professions, a fairly low levelof recognition amongst the widerbusiness community and general public.

It is the intention of Council that weshould raise the profile of the profession,both in Hong Kong and on the Mainland– two very different challenges. We willdo this by both leveraging off theInstitute’s research reports, guidancenotes, ECPD programme and numeroushigh profile events and bycommunicating more directly and beingmore proactive with the media.

In short, I believe that if we are to moveforward as a profession and grow interms of numbers and influence, then wemust be prepared to be more vocal andgenerate a greater impact.

Richard W.K. LeungPresident

Hong Kong, 13 November 2006

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 200604

FINANCIALHIGHLIGHTS

2005/06 Income Portion

69% Subscriptions11% Examination fees received15% Revenue from professional functions

5% Sundry income

2005/06 Expenditure Portion

49% Staff costs4% Depreciation & amortisation expenses4% Direct cost of professional functions5% Institute’s service charges8% Promotion & public relations

16% Publications and printing4% Student services

10% Utilities & sundry expenses

Five-Year Comparison on Income, Expenditure and Surplus / Deficit

13,8

73

12,2

45

1,62

8

13,6

82

12,4

31

1,25

1

15,4

84

14,5

69

915

19,5

78

16,4

87

3,09

1

16,3

79

16,6

13

-234

HK

$’00

0

02 03 04 05 06

Total incomeTotal expenditureSurplus /Deficit

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05The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

Comparison on Expenditure between 2002 to 2006

Comparison on Income between 2005 and 2006

9,61

5

HK

R’00

0

9,72

7

11,3

27

11,5

69

11,3

15

1,63

9

1,54

8

1,36

4

2,05

4

1,84

0

1,47

9

1,49

5

2,14

1

4,19

3

2,42

0

429

427

409

364

804

02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06Subscriptions Examination fees

receivedRevenue fromprofessional functions

Sundry Income

HK

$’00

0

02

Staff costs

03 04 05 06 02

Depreciation &amortisationexpenses

03 04 05 06 02

Direct cost ofprofessionalfunctions

03 04 05 06 02

Institute’sservicecharges

03 04 05 06 02

Promotion &public relations

03 04 05 06 02

Publicationsand printing

03 04 05 06 02

Studentservices

03 04 05 06 02

Utilities &sundryexpenses

03 04 05 06

4,88

0

4,95

9

5,51

5

6,51

2

8,22

3 573

568

619

597

659

883

891

1,15

9

2,25

4

741

985

1,05

2

1,58

2

1,92

9

767

693

685

474

507

1,28

5

827

774

1,24

1

1,57

9

1,62

1

256

282

388

487

701

3,14

8

3,22

0

3,59

1

2,49

6

2,61

6

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REPORT OFCOUNCIL

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 200606

The Council is pleased to submit itsReport, together with the auditedstatement of accounts, for the financialyear ended 31 July 2006.

Principal ActivityThe principal activity of the Institute is topromote good governance and advancethe efficient administration of commerce,industry and public affairs by thecontinued development of the study andpractice of governance, secretaryship andadministration of companies and otherbodies.

The Council is pursuing the following keystrategic objectives:

1. Promoting the Institute, the IQSand the Chartered Secretaryprofession to universitiesstudents, academics and thegeneral public. Maintainingquality assurance in IQSexaminations and thecollaborative courses

The Institute is promoting theChartered Secretary profession touniversity graduates through theorganisation of professionalseminars and development of acloser working relationship withacademics as well as studentassociations. The Institute offered ahigh quality developmentprogramme, which included asummer internship programme aswell as the Student Ambassadorsprogramme. In addition, IQSinformation sessions were organisedfor the general public to educatethem on the Institute as well as thequalification of Chartered Secretary.

The Institute began administeringthe IQS examination qualityassurance system from June 2006examination diets. This waspreviously undertaken by ICSA inthe UK. As a result, the Institute hasto ensure that the internationally

recognised standards set by ICSAare applied consistently throughoutthe examination system.

The development of collaborativecourses with The Hong KongPolytechnic University, CityUniversity of Hong Kong and theOpen University of Hong Kong haveproven essential in nurturing qualitygraduates for the profession.Comprehensive collaborative coursereviews were conducted betweenSeptember 2005 and May 2006.Representatives from the EducationCommittee and Assessment ReviewPanel were appointed to conductdetailed review of documents of thesyllabus to examination scripts, theyalso met with the respectiveacademics course administratorsand students. Thorough reviews ofthe three collaborative courses wereconducted to ensure that the qualityof these programmes meet thestandards of the Institute and ICSA.These reviews were completedsuccessfully and the collaborativecourses agreements with the threeuniversities are to be renewed inNovember 2006.

More than 25 promotional activitiesand professional seminars wereorganised with the eight universitiesin Hong Kong to introduce theChartered Secretary profession andits role in corporate governance.The Summer Internship Programmewas organised in February 2006 andattracted 286 applicants from theeight universities. Eleven employersrecruited twenty-three students whogained valuable experience andunderstanding of the corporatesecretarial profession.

The promotion of IQS in MainlandChina began in February 2006 withthe main target being the BoardSecretaries of ’H-Share’ companiesand their subordinates. An MoU to

organise the IQS examinationpreparatory courses in Beijing wassigned with HKU SPACE in July2006. The preparatory coursescommenced in September 2006.

2. Become recognised as thegovernance professionals byregulators, media, employersand other professional bodies

i. Membership

Members’ survey

A members’ survey wascompleted in March 2006. Thiswas the first phase of a widersurvey to discover whatmembers want and expectfrom their Institute. Changesto the Institute’s journal andthe provision of GuidanceNotes are two of the initiativesintroduced as Council’sresponse to the survey results.

Raising Profile of theprofession

To increase awareness of theprofession of CharteredSecretary, the Institutecollaborated with Hong KongOpen University to producethe television series“Corporate Governance inAction”. Twenty leaders in thefield of governance wereinterviewed, includingrepresentatives from HongKong Exchanges and ClearingLimited, Securities and FutureCommissions, CompaniesRegistry, directors of listedcompanies and, of course,company secretaries. Theprogrammes were broadcastfrom November 2005 toFebruary 2006.

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07The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

The Institute’s relationshipswith Mainland China wereenhanced following the annualPresidential Visit, theorganisation of a corporategovernance symposium andthe annual joint H-ShareCompany Secretaries TrainingProgramme conducted withHong Kong Exchanges andClearing Limited.

ii. Professional Development

The Institute providedprofessional representationand active participation in avariety of Government groupsin Hong Kong including theCorporate GovernanceWorking Group of FinancialServices and the TreasuryBureau, Companies RegistryCustomer Liaison Group,Services Advisory Committeein Official Receiver’s Office,Users’ Committee of InlandRevenue Department, andElectoral Affairs Commission.

The Institute also provided indepth submissions in responseto consultation requests fromthe Government andregulators, both at home andabroad, and whenever itconsidered that there wereimportant issues involved forthe profession. These included:

• Submission to theLegislative Council onFinancial Reporting CouncilBill (September 2005)

• Submission to NewZealand Exchange Limitedon NZX Conduct RuleReview – ConsultationPaper (November 2005)

• Submission to theSecurities and FuturesCommission in response tothe Consultation Paper onPossible Reforms to theProspectus Regime in theCompanies Ordinance(December 2005)

• Submission to Hong KongExchanges and ClearingLimited (HKEx) on theExposure Paper on theAbolition of requirementfor Main Board Issuers topublish paidannouncements innewspapers and relatedmatters (January 2006)

• Submission to HKEx onMinor and HousekeepingAmendments to the MainBoard and GEM ListingRules (April 2006)

• Submission to the UKParliament regarding theUK Company Law ReformBill which proposes, interalia, the removal ofstatutory powers ofsecretaries of privatecompanies (June 2006)

The Institute has increased thepublic awareness of theprofession through thepublication of research reportsin a number of areas ofcorporate governanceincluding:

• Second Independent NonExecutive Directors (INEDs)Report (released in January2006) – findings on issuessuch as the average boardsize, average number ofINEDs on boards, the

average age of the INEDs,average length of serviceand average INEDs’ feeshave also been compiled.

• Guidance Notes –Induction of Directors(released in August 2006)– This is a practical guidefor company secretariesand new directors. Itprovides them withnecessary information tohelp new directors becomeeffective as soon as possible.

• Environmental reporting(ER) (released in September2006) – ER research projectstudied the benefits of ERfor companies from anumber of perspectivesincluding that of thepublic, investors, otherstakeholders as well as thereporting company and itexamines how ER can bebest implemented in HongKong especially for theMain Board listedcompanies.

The Practitioners’ Endorsement(PE) was awarded to 82members who had undertakenat least 15 ECPD hours eachyear for two consecutive yearsthrough accredited seminars orworkshops. The PE is theInstitute’s quality assurancecertification programme forexperienced members whowork in the corporatesecretarial field. Holders of thePE are identified by the use ofthe enhanced post-nominals of“FCS(PE)” or “ACS(PE)”.

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REPORT OFCOUNCIL

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 200608

3. Motivate members to participatein the activities of the Instituteand develop a sense of pride inmembership, the Institute aswell as the profession as awhole

Fellows’ luncheons were organisedfor senior Fellows to help themincrease their network of contactsacross the profession. On 22September 2005, 36 seniorMembers attended the Fellows’Luncheon with Mr. Stefan Gannonfrom the Hong Kong MonetaryAuthority who delivered apresentation on “MoneyLaundering: Implications forProfessionals”. The second Fellows’Luncheon was held on 12 June2006 when Mr. Benjamin Tang,Director of Audit of the AuditCommission, spoke on “The Role ofAuditor in Corporate Compliance”.Both luncheons were well received.

The Council also hosted networkingactivities for junior members andgraduates, including the GraduateGatherings, leisure tours,Guangzhou study tours as well asparticipating in the Hong KongInternational Dragon Boat Festival inJune 2006. These activities helpeddevelop colleagiate nature of theprofession.

The Convocation was held on 27July 2006. A total of threeGraduates and 41 newly electedMembers (including Associates andFellows) participated in the event. Inrecognition of their achievement,each was presented with theirmembership certificates by eitherthe President or the MembershipCommittee Chairman.

Structure

The Executive Committee acts asthe management committee of theInstitute and oversees the day-to-day operations of the Secretariat.Together with four other operatingcommittees, each chaired by amember of Council and reportingdirectly to Council, thesecommittees are responsible forimplementing the strategic policiesof Council.

China Affairs Committee – Chairedby Maurice W.F. Ngai – Vice-President

• Responsibilities includeoverseeing and implementingthe Institute’s China Strategy,which includes the AffiliateProgramme. The Committeeruns ECPD seminars forAffiliates on the Mainland andmaintains relationships withMainland regulators,government departments,board secretaries’ associationsand listed companiesassociations at a provinciallevel, and other relevantacademic and commercialorganisations on the Mainland.

• Co-ordinating with the StockExchange of Hong Kongconducting an annual trainingprogramme in Hong Kong thatcaters for the training needs ofH-share board secretaries andsenior executives H-sharecompanies.

Education Committee – Chaired byNatalia K.M. Seng – Vice-President

• Responsibilities includeoverseeing and monitoringstandards of the Institute’squalifying scheme, i.e.International QualifyingScheme (IQS) andCollaborative Courses.

• Setting, monitoring andimplementing studentshipregulatory policies.

• Promotion of IQS, the Instituteand the profession touniversity students.

• Establishment andmaintenance of contacts withrelevant academic andprofessional institutions for thepurpose of preparing studentsfor membership through aclose liaison with theAcademic Advisory Panel.

• Disciplinary matters and thesetting, monitoring andimplementing codes of ethicsand conduct for students.

• Overseeing the compositionand operation of theAssessment Review Panel,Exemption Sub-Committeeand Student Disciplinary Sub-Committee.

Membership Committee – Chairedby April W.Y. Chan

• Responsibilities include settingmembership admissionpolicies, processing ofapplications and maintainingstandards for acceptance tomembership of graduates ofthe Institute as well as theprocessing and maintaining ofstandards for acceptance ofFellowship status of Associateapplicants.

• Disciplinary matters and thesetting, monitoring andimplementing codes of ethicsand conduct.

• Improving and maintainingservices and benefits tomembers (not includingprofessional development andpublishing).

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09The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

Professional DevelopmentCommittee – Chaired by NeilM. McNamara

• Responsibilities includeimplementation andmaintenance of standards ofthe ECPD including theawarding of CPD points forthe Practitioner’s Endorsement.

• Establishing and maintainingcontact with governmentaland regulatory bodies in HongKong to promote the Instituteand profession.

• Editorial responsibility for theInstitute’s journal andprofessional publications,including research reports andGuidance Notes.

• Overseeing the compositionand operation of the CompanySecretaries Panel, ProfessionalServices Panel, TechnicalConsultation Panel.

• Responding to consultationsconducted by Government orRegulators.

Constitution

Change of Institute’s Name

Last year’s new Delegation Agreementwith ICSA and the changes to theInstitute’s Memorandum and Articles ofAssociation (M&A) were endorsed bymembers at an extraordinary generalmeeting held on 13 July 2005.

As part of the new arrangements theInstitute officially changed its name on 2August 2005 from “The Hong KongInstitute of Company Secretaries” to“The Hong Kong Institute of CharteredSecretaries”.

Proposed Amendments to Institute’sMemorandum and Articles ofAssociation

While the Registrar of Companiesapproved the M&A changes endorsed bymembers in 2005, a number ofhousekeeping matters were also requiredto be implemented by the end of 2006.Details of the changes are set out inAppendix A to this report. In addition,the ICSA International President andimmediate past president, who under theamended Articles of Association adoptedlast year are ex-officio members of theCouncil of the Institute, have since askedus to reconsider the position. Whilecomfortable to remain a members of theChina Divisional Committee of ICSA, theyfelt that they were not in a position toundertake fully the responsibilitiesencumbent upon Members of Council.Changes to the M&A are being proposedto address this position.

Environmental ReportThe Institute is conscious of theimportance of environmental protectionand keen to deliver our services tomembers in an environmentally friendlyway. The following environmentalmeasures were adopted in the office:

1. Encourage the use of recycledpapers in the office for preparingdraft documentations.

2. Use of advanced technology tofacilitate the delivery of servicessuch as online sign-up for CPDcourses by members and change ofpersonal records through thewebsite.

3. Ensure a routine check on switchingoff lights, photocopies and otherequipment outside office hours.

4. Utilise the paperless fax facilities byreceiving faxes online and noprinting of junk faxes.

5. The placement of wall mountedthermometres throughout the officeto accurately measure thetemperature so that the airconditioning can be adjustedaccordingly.

Council MembersMembers of Council at the date of thisReport are as follows:

Alan K.M. AuAlberta K. SieApril W.Y. ChanBrian K.H LoDiana M.Y. ChungDoris W.N. WongDouglas C. OxleyLila M.L. FongMaurice W.F. NgaiMichael AshfordNatalia K.M. SengNeil M. McNamaraRichard W.K. LeungSamantha P.Y. Suen

At the 2006 Annual General Meeting,Diana M.Y. Chung, Lila M.L. Fong andDouglas C. Oxley will retire from Councilby rotation pursuant to Article 54.2 ofthe Institute’s Articles of Association.Diana M.Y. Chung and Douglas C. Oxleyoffer themselves for re-election. Lila M.L.Fong is not seeking re-election.

Samantha P.Y. Suen will retire fromCouncil as ex-officio member and willcease to be a member of Council for atleast one year pursuant to Article 53 and54.4 of the Articles of Association.Michael B. Ashford shall retire at 31December 2006 as ex-officio memberpursuant to Article 53 of the Articles ofAssociation. Council wishes to place onrecord its appreciation of their valuablecontribution to the Institute during theirmembership of Council.

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REPORT OFCOUNCIL

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006010

Pursuant to Article 57.2 of the Institute’sArticles of Association, if the candidatesstanding for election are not more thanthe vacancies, the persons so standing forelection shall, as from next annualgeneral meeting, be deemed to be dulyelected members of the Council.

Pursuant to Article 54.6 of the Institute’sArticles of Association, no electedmember of Council holding office as of30 August 2005 who has held office for atotal of more than 18 years and noperson who became an elected memberof Council after 30 August 2005 who hasheld office as an elected member for atotal of more than 12 years, may beappointed to Council.

None of the Council members had,during or at the end of the year, aninterest, directly or indirectly, in anycontract of significance with the Institute.Pursuant to Clause 4 of the Institute’sMemorandum of Association, no memberof Council shall be appointed to anysalaried office of the Institute, or anyoffice of the Institute paid by fees and noremuneration shall be given by theInstitute to any member of Council.

Candidates for Election to the 2006CouncilAt the close of the nomination date,including the above mentioned tworetiring Council members, Diana M.Y.Chung and Douglas C. Oxley, twocandidates namely, Polly O.Y. Wong andBernard T.L. Wu have been nominatedfor election. As the number of candidatesis not more than the vacancies, the fourcandidates running for election, namely,Diana M.Y. Chung, Polly O.Y. Wong,Bernard T.L. Wu and Douglas C. Oxleyshall be deemed to be duly electedmembers of the council at the AnnualGeneral Meeting to be held on 7December 2006.

Financial StatementsThe surplus for the financial year ended31 July 2006 and the state of theInstitute’s affairs at that date are set outon pages 45 and 60 of the FinancialStatements respectively.

Non-Current AssetsDetails of movement of fixed assetsduring the year are set out in notes 12and 13 of the Accounts.

AuditorsA resolution to appoint Fan, Chan & Co.as Auditors of the Institute to hold officeuntil the conclusion of the next AnnualGeneral Meeting and to authorise theCouncil to fix their remuneration will beproposed at the forthcoming AnnualGeneral Meeting.

By Order of the CouncilNatalia K.M. SengCompany Secretary

13 November 2006

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011The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

Appendix I – Changes proposedin the Institute’s Memorandumand Articles are listed belowfor information

(I) THAT Clause 7 of the Institute’sMemorandum of Association beand is hereby amended by thedeletion in its entirety of theexisting Clause 7 and thesubstitution therefor of thefollowing new Clause 7:

“7. Winding UpIf upon the winding up ordissolution of the Institutethere remains, after thesatisfaction of all its debts andliabilities, any propertywhatsoever, the same shall notbe paid to or distributedamong the members of theInstitute; but shall be given ortransferred to some otherinstitution or institutions,having objects similar to theobjects of the Institute, suchinstitution or institutions to bedetermined by the members ofthe Institute at or before thetime of dissolution, or if therebe no such other institution orinstitutions capable or willingto pursue such objects, then tothe Institute of CharteredSecretaries & Administrators ofLondon, United Kingdom,constituted by Royal Charter in1902 (or any incorporated orunincorporated bodynominated by the Institute ofChartered Secretaries andAdministrators on its behalf),provided that such institutionor institutions, the Institute ofChartered Secretaries andAdministrators, or any bodynominated on its behalf (as thecase may be) shall prohibit thedistribution of its or theirincome or property amongst

its or their members directly orindirectly by way of dividend,bonus, or otherwisehowsoever, and in defaultthereof by a Judge of the HighCourt of the Hong KongSpecial Administrative Regionhaving jurisdiction in regard tocharitable funds, and if and sofar as effect cannot be givento the aforesaid provision thento some charitable object.”

(II) THAT the Institute’s Articles ofAssociation be are herebyamended as follows:

(a) Article 3 of the Company’sArticles of Association (numberof members of the Institute) beand is hereby amended by thedeletion in its entirety of theexisting Article 3 and thesubstitution therefor of thefollowing new Article 3:

“3. Number of MembersThe number of membersof the Institute shall notexceed 10,000.”

(b) Article 53 of the Company’sArticles of Association (numberof members of Council) be andis hereby amended by thedeletion in its entirety of theexisting Article 53 and thesubstitution therefor of thefollowing new Article 53:

“53. Number of MembersSubject to theimmediately next Article,the Council shall consistof not less than 8 andnot more than 12 electedmembers, together withup to 3 ex-officiomembers being pastPresidents of theInstitute. Past Presidentsof the Institute may hold

office as ex-officiomembers of Council for aperiod of up to 3 yearsfrom the date of theirceasing to hold office asPresident. All electedmembers of the Councilmust be Fellows of theInstitute ordinarilyresident in the DivisionalTerritory and a majority ofsuch members shall beordinarily resident inHong Kong.”

(c) Article 71.17 of the Company’sArticles of Association (exerciseof delegated powers) be and ishereby amended by thedeletion in its entirety of theexisting final paragraph ofArticle 71.17 and thesubstitution therefor of thefollowing in its place:

“and to delegate any of thepowers herein to any Councilmember or other person orpersons as the Council may atany time think fit, and to holdappointment as delegate:provided that the power todelegate shall not beexercisable in respect of thosepowers which have beendelegated to the Institute byICSA.”

(d) Article 72 of the Company’sArticles of Association(signature of cheques, etc) beand is hereby amended by thedeletion in its entirety of theexisting Article 72 and thesubstitution therefor of thefollowing new Article 72:

“72. ChequesAll cheques, promissorynotes, drafts, bills orexchange, and othernegotiable or transferable

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REPORT OFCOUNCIL

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006012

instruments, and allreceipts for moneys paidto the Institute, shall besigned, drawn, accepted,endorsed, or otherwiseexecuted, as the casemay be, either by twoCouncil members or byone Council membertogether with one seniorofficer appointed by theCouncil for the purpose.”

(e) Article 73 of the Company’sArticles of Association(common seal) be and ishereby amended by thedeletion in its entirety of theexisting Article 73 and thesubstitution therefor of thefollowing new Article 73:

“73. SealThe Council shall adoptand use a seal and shallprovide for the safecustody of the Seal whichshall not be used withoutthe authority of theCouncil. Every instrumentto which the Seal shall beaffixed shall be signedautographically by twoCouncil members, andwhere any instrument towhich the Seal is affixedis so signed the Sealshall, as regards allpersons dealing in goodfaith with the Institute,be deemed to have beenaffixed to that instrumentwith the authority of theCouncil.”

(f) Article 81 of the Company’sArticles of Association(indemnity) be and is herebyamended by the deletion in itsentirety of the existing Article81 and the substitutiontherefor of the following newArticle 81:

“81. IndemnitySubject to section 165 ofthe Ordinance, everyCouncil member, auditorand officer for the timebeing of the Instituteshall be indemnified outof the funds and assetsof the Institute againstany liabilities andobligations which they,or any of them, mayincur in good faith in theproper and reasonable orpurported performanceof their duties in relationto the Institute otherthan liability whichattaches to them by lawin respect of anynegligence, default,breach of duty or trust.Further, they shall beindemnified out of thefunds and assets of theInstitute against anyliability incurred by themin defending anyproceedings, whethercivil or criminal, in whichjudgment is given in theirfavour or in which theyare acquitted or inconnection with any

application under section358 of the Ordinance inwhich relief is granted tothem by the Courtprovided that none of thefunds or assets of theInstitute shall be appliedin payment of the wholeor part of any fine orpenalty imposed uponany person by sentenceor order of a Court ofJustice.”

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013The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

CALENDAR OFSIGNIFICANT EVENTS

August 2005Enhanced Continuing ProfessionalDevelopment (ECPD) ProgrammeThe ECPD programme started its secondyear after a successful first twelvemonths. It has been acknowledged byattendees and employers as an effectivemethod of improving individuals’professional knowledge and raisingindustry standards. During this CPD year,57 seminars/workshops were heldcovering a wide range of industry-relatedtopics. A list of seminars/workshops arelisted on pages 61 to 64.

Change of Institute NameThe Institute’s name was changed to“The Hong Kong Institute of CharteredSecretaries” on 2 August.

Memorandum of UnderstandingSigning CeremonyThe first Memorandum of Understandingwas signed with University of Hong KongSPACE on 5 August and to endorse HKUSPACE to organise the IQS examinationspreparatory courses for the Institute’sstudents.

1st Phase of Members’ SurveyThe Institute commissioned The SocialSciences Research Centre of TheUniversity of Hong Kong to conduct the

first phase of a member survey, whichincluded members’ profiles and questionson remuneration in August.

September 2005Summer Internship Programme TeaReceptionThe summer internship programme teareception for employers and interns washeld on 7 September.

Firm Visit to Tricor Services LimitedA firm visit to Tricor Services Limited wasorganised on 16 September for studentsof the Society of Business Administrationof Chinese University of Hong Kong.

Company Secretaries Panel LuncheonA luncheon was held on 21 Septemberattended by Mr Andrew Sheng, theChairman and other senior officials ofSecurities and Futures Commission.

Fellows’ Luncheon PresentationA Fellows’ Luncheon Presentation washeld on 22 September with Mr. StefanGannon, General Counsel of the HongKong Money Authority who delivered apresentation on the topic of “MoneyLaundering: Implications forProfessionals”.

TV Series “Corporate Governance inAction” Press ConferenceA press conference to launch the

television series “Corporate Governancein Action” was held on 16 November atJW Marriott Hong Kong. The Institute, inconjunction with the Open University ofHong Kong, has produced a five-parttelevision series which was broadcast onTVB Pearl between November 2005 andMarch 2006. Twenty experts involved inall aspects of business, includingpractitioners, regulators, seniormanagement and directors as well asrepresentatives from the otherprofessions of accountancy and law wereinterviewed for the programme.

October 2005New Students OrientationThe New Students Orientation for newlyregistered students was held on 4 October.More than 40 students participated.

Student Gathering Series – How toprepare for IQS examinations?An IQS examination preparation seminarwas held on 22 October, 17 studentsparticipated.

Academic Advisory Panel LuncheonThe first meeting of the Academic AdvisoryPanel was held on 24 October and AlisonBroadbent, Director, Professional EducationICSA was invited to attend.

First Assessment Review PanelMeetingThe Assessment Review Panel (ARP)meeting was held on 24 October toensure the quality and standards of theIQS professional examinations.

Professional Seminar for Hong KongBaptist UniversityA profession seminar titled “EvolvingDuties of Company Secretaries” was

TV Series Press Conference

Fellow’s Luncheon New Students Orientation Visit to Tricor

Memorandum of Understanding SigningCeremory

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CALENDAR OFSIGNIFICANT EVENTS

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006014

presented to students of the Hong KongBaptist University on 25 October. Morethan 70 students attended.

Professional Seminar for CityUniversity of Hong KongA professional seminar titled “EvolvingDuties of Company Secretaries” waspresented to students of the CityUniversity of Hong Kong on 25 October.More than 30 students attended.

Professional Seminar for University ofHong KongA professional seminar titled “EvolvingDuties of Company Secretaries” was held atthe University of Hong Kong on 25 October.

Professional Seminar for The OpenUniversity of Hong KongA professional seminar titled “CorporateGovernance” was presented to students ofthe Open University of Hong Kong on 28October. More than 60 students attended.

Professional Seminar for ChineseUniversity of Hong KongA professional seminar titled “EvolvingDuties of Company Secretaries” waspresented to accountancy students of theChinese University of Hong Kong on 31October. More than 80 students attended.

November 2005IQS Information SessionThe first IQS information session was heldon 4 November to introduce the Instituteand IQS to the general public. This eventattracted 48 people.

Professional Seminar for CCAs fromCity University of Hong KongA professional seminar titled “CorporateGovernance in China” was held forstudents of Master of Science inProfessional Accounting and Corporate

Governance at the City University ofHong Kong on 11 November. More than40 students attended.

Company Secretaries Panel LuncheonA luncheon was held on 16 Novemberattended by members of the CSP.

Visit to BeijingA visit to Beijing to meet Shang Fulin,Chairman of China Securities RegulatoryCommission took place on 16 November.

Affiliates ECPD seminarsECPD seminars for the Affiliates tookplace on 17 and 18 November in Beijing.Affiliates are all Mainland based H-Shareboard secretaries.

Professional Seminar for CaritasFrancis Hsu CollegeA professional seminar was held forstudents of the Caritas Francis HsuCollege on 21 November.

December 2005Annual General Meeting 2005The Institute’s Annual General Meetingwas held on 15 December.

January 2006“The Duties and Responsibilities ofIndependent Non-Executive Directors(INED) of Hong Kong Main BoardListed Companies” Press ConferenceA press conference to launch the secondedition of the research report titled “TheDuties and Responsibilities ofIndependent Non-Executive Directors ofHong Kong Main Board ListedCompanies” was held on 17 January atJW Marriott Hong Kong.

Annual Dinner 2006The Annual Dinner 2006 was held on 17January with more than 300 guests,

members and students attended. MrFrederick Ma Si Hang, Secretary forFinancial Services and Treasury was theGuest of Honour.

Council Retreat – Day 1The first Council Retreat 2006 was heldon 7 January to decide upon the goalsand programmes for the year.

Affiliates ECPD seminarsECPD seminars for the Affiliates took placeon 16 and 17 January in Hong Kong.

Recruitment of students in MainlandChinaRecruitment of the Institute’s students inMainland China amongst the H-sharecompanies commenced in January.

Second Phase of Members’ SurveyThe Institute conducted the second web-based phase of members’ survey inJanuary which covered areas such aspublications, services and professionalinformation for members, training andrecognition of the profession as well asevents and general member facilities.

February 2006Cocktail Reception for AcademicsA cocktail reception was held foracademics from the eight localuniversities on 17 February. Twenty-eightsenior representatives from Hong Kong’stertiary education institutions and guestsattended.

Summer Internship Programme 2006Induction ProgrammeAn induction programme was held forthe nominated students from the eightlocal universities for the SummerInternship Programme 2006 on 18February. More than 160 studentsattended.

Annual General Meeting 2005 INED Press Conference Annual Dinner 2006 Cocktail Reception for Academics

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015The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

Second Council RetreatThe second Council Retreat 2006 washeld on 25 February. The meetingfocused on operational matters,prioritising the numerous projects and theresources of the Institute. The Councilalso laid plans on how to raise the profileof the Institute – the main priority for2006.

March 2006New Students OrientationThe New Students’ Orientation forstudents registered in 2006 was held on4 March.

Professional Seminar for LingnanUniversityA professional seminar was held for thebusiness students of Lingnan Universityon 7 March. More than 100 studentsattended.

CityU CCA ReviewThe Biennial review for the CCAprogramme with City University of HongKong was held on 10 March.

Firm Visit to KCS LimitedA firm visit to KCS Limited was organisedon 13 March for students of the Businessand Economics Association of theUniversity of Hong Kong. This visitprovided students with an opportunity tolearn more about the professionalservices corporation as well as the share-registration system.

Company Secretaries Panel LuncheonA luncheon was held on 15 Marchattended by Mr Gordon Jones, Registrarof Companies, and other senior officialsof The Companies Registry.

OUHK CCA ReviewThe biennial review for the CCA

programme with the Open University ofHong Kong was held on 16 March.

PolyU CCA ReviewThe biennial review for the CCAprogramme with The Hong KongPolytechnic University was held on 22March.

Graduates’ GatheringThe gathering provided graduates andmembers with an opportunity fornetworking on 22 March.

Visit to BeijingA visit to Beijing took place on 23 and 24March to meet with Division of OverseasListing of Department of InternationalCooperation, China Securities RegulatoryCommission; Bureau of Enterprise Reformof State-owned Assets Supervision andAdministration Commission of the StateCouncil; Foreign InvestmentAdministration of Ministry of Commerceand Beijing Regulatory Bureau of ChinaSecurities Regulatory Commission.

Student Ambassadors Programme –Visit to Companies RegistryA visit to the Companies Registry wasorganised on 29 March for the StudentAmbassadors; 23 students attended.

Summer Internship ProgrammeThe Summer Internship Programme forcurrent universities students waslaunched in March and interviews wereconducted during the period.

April 2006Launch of CSJA new look of journal was launched inApril.

Professional Seminar for HKUSTA professional seminar titled “The

Independent Non-Executive Directors andCorporate Governance” was presented tostudents of the Hong Kong University ofScience and Technology on 7 April. Morethan 300 students attended.

Professional Seminar for Hong KongShue Yan CollegeA professional seminar was held for theaccountancy students at Hong Kong ShueYan College on 12 April. More than 40students attended.

Visit to Zhejiang and ShanghaiA visit to Zhejiang and Shanghai tookplace between 19 and 22 April to meetwith The Listed Company Association ofZhejiang; China Securities RegulatoryCommission Zhejiang Regional Office;State-Owned Assets Supervision andAdministration Commission of ShanghaiMunicipal Government and TheAssociation of Board Secretaries ofShanghai Listed Companies.

Professional Services PanelMembers of the Professional ServicesPanel met with the representatives ofCompanies Registry on 21 April to discussand provide valuable input for issuesaffecting professional company secretarialfirms.

Student Ambassadors Programme –High Table DinnerA high table dinner for the StudentAmbassadors was organised on 27 Aprilwhere eight Student Ambassadors werepresented with certificates.

Annual Corporate & RegulatoryUpdate (ACRU) 2006The seventh Annual Corporate andRegulatory Update was held on 10 Aprilat Hong Kong Convention and ExhibitionCentre. Over 500 delegates attended

Visit to Beijing Visit to Companies Registry Summer Internship Programme Visit to KCS Limited

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CALENDAR OFSIGNIFICANT EVENTS

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006016

making it the most popular to date.ACRU was supported by the Securitiesand Futures Commission, Hong KongExchanges and Clearing Limited andOfficial Receiver’s Office.

May 2006Joint seminar with The Hong KongInstitute of Directors (HKIoD)A joint seminar with The Hong KongInstitute of Directors on “CorporateGovernance” was held on 13 May.

Visit to Guangzhou and ShenzhenA visit to Guangzhou and Shenzhen tookplace between 17 and 20 May to meetwith China Securities RegulatoryCommission of Guangdong RegionalBureau; The Listed Company Associationof Guangdong; The GuangdongSecurities Association; GuangzhouSpecial Representative Office of HongKong Stock Exchange Ltd.; ShenzhenStock Exchange; The Listed CompanyAssociation of Shenzhen; The ShenzhenSecurities Association and CATICShenzhen Holdings Ltd.

IQS Information SessionAn information session for the generalpublic was held on 27 May to introducethe Institute and IQS. Sixty four peopleattended.

June 2005Company Secretaries Panel LuncheonA luncheon was held on 7 June attendedby Mr Richard Williams, Head of ListingDivision and other senior officials of HongKong Exchanges and Clearing Limited.

Fellows’ Luncheon presentationA Fellows’ Luncheon Presentation washeld on 12 June with Mr. Benjamin Tang,Director of Audit of the AuditCommission who delivered a presentationon the topic of “The role of auditor incorporate compliance”.

Academic Advisory Panel LuncheonThe Academic Advisory Panel (AAP)luncheon was held on 13 June.

HKU SPACE MoU Signing CeremonyA Memorandum of Understanding (MoU)renewal signing ceremony between theInstitute and the University of HongKong, School of Professional andContinuing Education (HKU SPACE) washeld on 21 June.

Joint seminar with the CPD AllianceA joint seminar on “ContinuousProfessional Development in Hong Kong”organised by the CPD Alliance was heldon 5 June. Mr. Richard Leung, Presidentof HKICS was a speaker at the seminar.Mr. Phillip Baldwin, Chief Executive ofHKICS, was one of the panellists at thepress conference relating to the CPDAlliance survey on “Hong KongProfessionals’ move into Mainland China:Trends & Challenges” on the same date.These two events attracted wide mediacoverage.

July 2006Affiliates ECPD seminarsECPD seminars for Affiliates took placeon 12 July in Shanghai to updateAffiliates on relevant changes to HongKong’s Listing Rules and relatedregulations, and to share practicalexperience amongst Affiliates.

HKICS Preparatory Courses in BeijingA MoU was signed with the University ofHong Kong SPACE on 19 July in Beijing.HKU SPACE has been endorsed to

organise the IQS Examinationspreparatory courses in Beijing for theInstitute’s students in China. This eventrepresented the first significant step inrecruiting students on the Mainland.

IQS Information SessionAn information session was held for thegeneral public on 21 July to introduce theInstitute and IQS. Eighty-five peopleattended.

Convocation 2005/06Convocation was held on 27 July atPacific Place Conference Centre. Morethan 40 new Graduates and newlyelected members participated.

Visit to Shanghai in April 2006 Visit to Shanghai inMay 2006

(Left to right) Dr Hou and ZhouNian Qing at ECPD Seminar inShanghai

Joint Seminar with HKIoD ACRU 2005

Convocation 2005/06

HKU SPACE MoU Signing Ceremony at Beijing

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017The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

THE INSTITUTEAND ITS MEMBERS

Membership StatisticsAs of 31 July 2006, the Institute had4,759 members and graduates, anincrease of 2.4% compared with theprevious year. The statistics aresummarised in the following chart.

Members’ AdmissionThe Institute is keen to develop a strongmembership. There were 198 successfulAssociate applications, a decrease of15%. This was due to in part to thedecrease in graduates compared with theprevious year (down 7%) and thedeferring of applications forAssociateship due to the requirement toaccumulate sufficient workingexperience. There were 28 successfulapplications for Fellowship, whichconstituted an 87% increase comparedwith the previous year.

Professional DevelopmentThe Institute launched the Enhanced

Continuing Professional Development(ECPD) Programme in August 2004, as anextension of the HKICS’ successfulcontinuing professional developmentprogramme.

The ECPD Programme has four mainobjectives:

– To upgrade technical and practicalknow-how

– To increase awareness of members ofthe need to continually develop theirskills

– To demonstrate to the businesscommunity the Institute’s leadingposition in key sectors, and

– To promote membership in terms ofquality and numbers.

During the year, 57 seminars/workshopson topics of corporate secretarial, legal,accounting and management were held.

Practitioner’s EndorsementIn addition to meeting the experiencecriteria, candidates are required to gain atleast 15 ECPD points each year for twoconsecutive years to qualify forcertification known as the Practitioner’sEndorsement (PE). To maintain the PEcertification, 15 ECPD points must beearned each year.

Holders of the PE can be readily identifiedby the use of the enhanced post-nominals “FCS(PE)” or “ACS(PE)”.

Bulletin Board Update ServiceThe Institute provides a Bulletin BoardUpdates (BBU) Service which circulatesinformation and announcements issued

by various government and regulatorybodies including the Companies Registry,Hong Kong Exchanges & ClearingLimited, the Inland Revenue Department,the Official Receiver’s Office and theSecurities & Futures Commission via emailin a timely manner. Updates are providedin both Chinese & English. During theyear, 18 BBUs were circulated.

PublicationThe Institute publishes a monthly journal“CSJ” (formerly “Company Secretary”)for members and students, whichincludes Institute and Student News. Thisjournal provides a communicationchannel between the Institute and itsmembers, the business world, fellowprofessional bodies and the regulators.An improved journal with a new look waslaunched in April 2006.

Members’ SurveyIn order to upgrade the Institute’s servicesand profile, the Institute conducted acomprehensive survey of members’ viewson all the major services provided by theInstitute. The survey also included thequestions on remuneration whichprovided the Institute, employers andmembers with benchmarks on pay andother benefits.

TV Series “Corporate Governance inAction”To highlight the importance of corporategovernance, a series of televisionprogrammes on corporate governancetitled “Corporate Governance in Action”jointly produced with the Open Universityof Hong Kong was broadcast on TVBPearl between November 2005 andMarch 2006.

Graduates

Associates

Fellows

Annual Dinner 2006

TV Series Press Conference(Left to right) Dr Alan Au, Neil McNamara

Convocation 2005 / 06 ECPD Seminar Guest of Honor, The Honorable FrederickMa Si Hang, JP, Annual Dinner 2006

342

4060

357

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006018

THE INSTITUTEAND ITS MEMBERS

Convocation 2005/06The Institute held its Annual Convocationon 27 July 2006 during which Graduatesand members were awarded certificatessignifying their achievements. More than80 members and guests participated inthe event which was a good opportunityfor members to get acquainted with eachother and with the Council.

Fellows’ LuncheonsTo enhance communication between theCouncil and fellows, the Institute heldtwo Fellows’ Luncheons with thefollowing guests of honor:

• Mr. Stefan Gannon, General Counselof the Hong Kong Money Authoritypresented “Money Laundering:Implications for Professionals” on 22September 2005; and

• Mr. Benjamin Tang, Director of Auditof the Audit Commission presented“The Role of Auditor in CorporateCompliance” on 12 June 2006

Graduates’ GatheringThe first Graduates’ gathering was heldon 22 March 2006, during whichgraduates were briefed of the routes tomembership. The gathering provided agood opportunity for Graduates to meetour members.

Social Functions & ActivitiesA series of social functions and activitieswere arranged for members and studentsduring the year. These activities havebroadened the platform of networkingfor members and students.

• Mini Health Fair – Fitness and HealthEvaluation in October 2005

• Garden and Farming Tour inNovember 2005

• Cathay Pacific City Visit in December2005

• Annual Dinner in January 2006

• Cooking Class in May 2005

• Dragon Boat Competition in May andJune 2006

• Guangzhou Study Tour in June 2006

Dragon Boat CompetitionWith enthusiastic support from membersand students, a team of 25 paddlers wasformed to represent the Institute at theDragon Boat competition on 31 May2006 and 3 June 2006.

Members’ DisciplineThe Disciplinary regulations werereviewed and revised. During the year,three cases on non-compliance with theInstitute’s rules and regulations wereconsidered by the Investigation Groupand referred to the Disciplinary Tribunalfor further action.

Looking AheadThe Institute is dedicated to providing“Value for Membership”. Every memberis important and whether it is througheducation, research, networking orresponding to members’ enquiries theInstitute strives to make every memberproud to be a part of the profession.

A new series – Guidance Notes – apractical guide to good governance waslaunched in August 2006. These shortpapers which are, in part, a response tothe Member Services Survey, providepractical and in-depth advice to memberson current areas of practice. They are alsoavailable for downloading from theInstitute’s website. Guidance Notes willbe published throughout the year as afree service to members.

The Institute will continue to encourageprospective candidates for Associateshipand Fellowship to apply as soon as theyare ready in order to maintain a steadygrowth in membership, especially for thenumber of Fellows. Social functions,leisure study trips and other activities willalso be arranged on a regular basis. TheInstitute will continue to negotiateimproved discounts from stores andprofessional suppliers, so that memberscan enjoy more benefits upon presentingtheir membership card.

April Chan presenting a souvenir toBenjamin Tang at Fellows’ Luncheon

Garden and Farming Tour Dragon Boat Competition 2006 Cathay Pacific City Visit

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019The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

THE INSTITUTE ANDITS STUDENTS

Student StatisticsAs of 31 July 2006 the Institute had 2676students. A total of 540 new studentsregistered during the year, an increase of23% compared with the previous year.

Examinationsa. Examinations and Quality

AssuranceThe International Qualifying Schemeexamination was conducted for thethird year. During the fiscal yearended 31 August 2006, a total of1,590 students enrolled in theInstitute’s two examination diets with125 students completing theInternational Qualifying Scheme. Twostudents were awarded subject prizesfor outstanding performance in theNovember 2005 examination andthree for the June 2006 examination.The average pass rate for theNovember 2005 and June 2006examination diets are 38% and 41%respectively.

The China Division has beenresponsible for assuring the integrityand quality of its papers for theInstitute examinations from the June2006 examinations. AssessmentReview Panel meetings were held inJanuary 2006 and July 2006 for thepurpose of monitoring examinationquality.

b. IQS Examination PreparatoryCoursesTo assist students to prepare for theIQS examinations, the Instituteentered into a Memorandum ofUnderstanding with the University ofHong Kong, School of Professionaland Continuing Education (HKUSPACE). This agreement endorsed theHKU SPACE to organise the IQSexamination preparatory courses forthe November 2005 and June 2006examinations. A total of 587 studentsenrolled for the courses.

c. New Students OrientationThe Institute organised the NewStudent Orientation for newlyregistered students on 4 March 2006.It was a good opportunity forstudents to mix and to acquaintthemselves with the Institute.

d. Students Gathering SeriesExamination technique workshopswere organised to help students toenhance their examination skills inpreparation for the IQS examinations.

e. Registration policiesCollaborative Course Agreement(CCA) StudentsThe Institute has set out detailedregistration policies for students fromthe three collaborative courses withThe Hong Kong PolytechnicUniversity, City University of HongKong and the Open University ofHong Kong to encourage them toregister with the Institute as studentsso that they have more time tofamiliarise themselves with theprofession and the Institute. Underthis new registration policy, studentsenrolled in courses with theseinstitutions must register with theInstitute within 3 months of startingtheir studies.

Policy for Dormant studentsThe Institute issued policies requiringnewly registered students to take atleast one examination during the firsttwo years of registration.Furthermore, those who have notenrolled for examinations for fourconsecutives diets are required toenrol in at least one examination byDecember 2007.

f. Transition of Hong KongQualifying Scheme toInternational Qualifying SchemeThe Institute provides a smoothtransit for current students to enterthe IQS. The last examination ofManagement Accounting was held inthe examination diet of November2005. Thereafter, all students must sitthe Corporate Administration paper.

g. Feeder ProgrammeThe Feeder Programme enablesstudents who have not completed theFoundation and Pre-ProfessionalProgramme of HKQS to move on toIQS. Students are given a three yearperiod to complete the FeederProgramme before 31 December2007.

Looking AheadThe Institute will also develop studentservices and supporting activities,including development of studyoutlines; seminars on how to preparefor IQS examinations; socialgatherings as well as other activities.

The Institute will continue to maintainits good relationship with localtertiary institutions and recruit highcalibre university graduates.

Exam Technique Workshop

New Student Orientation

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

MEMBERSHIPPROFILE

020

Age Profile

Under 29

30-39

40-4950-59

60-69Over 70

Employer Organisation Type

Hong Kong Listed Company30.5%

23.5%

18.1%

7.4%

7.2%

2.9%

2.7%

2.2%

1.2%

1.0%3.3%

2.1%

34.0%

47.0%

14.2%

1.8%

0.9%

Private Limited Company

Partnership/Professional FirmOverseas Limited Company(i.e. not listed in HK)Government/Quasi-government Organisation

Not Applicable (not in theworking population)

Further/Higher Education

Sole Proprietor/Self-Employed

Association/Society

Statutory BodyOthers

Monthly Salary – Associate Monthly Salary – Fellow

HK$20,000-HK$29,999

HK$30,000-HK$49,999

HK$50,000-HK$69,999HK$70,000-HK$89,999

HK$90,000-HK$119,999HK$120,000-HK$159,999

HK$160,000 or above

Nature of Organisation’s Main Business

Banking/Financial InstitutionCorporate SecretarialServicesManufacturing9.7%

9.7%

7.2%6.7%

6.0%

4.2%4.1%

4.0%

3.4%3.2%

3.0%1.7%

0.8%13.6%

12.3%

10.4%

Accounting

Construction/PropertyRetail/Distribution

Legal

Civil ServiceEducation/Training

Public Utilities

Transport/LogisticsManagementConsultancyInsurancePublishing

TradingOthers

Gender Distribution

Male38.2%

61.8%

2.0%

8.0%

30.0%

22.0%

18.0%

8.0%

12.0%

Female

0.3%

33.1%

54.1%

10%

2.5%

Below HK$10,000

HK$10,000-HK$29,999

HK$30,000-HK$69,999HK$70,000-HK$119,999

HK$120,000 or above

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 021

Membership Growth (Including Graduates)

4,64

6

4,75

9

97 06

Admissions

3,47

3

3,58

4

3,71

5

3,87

5

4,03

0

4,12

4

4,28

4

4,47

3

98 99 00 01 02 03 04 05

145

192

Graduates

172

178

186

204

219

258

278

261

166

198

Associates

188

159

181

225

191

229

206

218

15 28

Fellows

13 15 15 14 28 21 8 15

Member / Graduate Growth

351

342

97 06Graduates

02 03 04 0598 99 00 01

310

328

335

304

283

289

345

368

2,88

4

4,06

0

97 06Associates

02 03 04 0598 99 00 01

3,03

13,

130

3,27

33,

447

3,53

93,

677

3,80

63,

946

238

357

97 06Fellows

02 03 04 0598 99 00 01

243

257

267

279

302

318

322

332

97 0602 03 04 0598 99 00 01 97 0602 03 04 0598 99 00 01 97 0602 03 04 0598 99 00 01

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STUDENTPROFILE

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006022

Age Profile

Under 30

30-39

40-4950-59

Employer Organisation Type

Listed Public Company22.0% 27.0%

21.0%

31.0%

1.0%

7.0%

12.0%

2.0%

27.0%

73.0%

21.0%

22.0%

2.0%

29.0%5.0%

27.0%

52.0%

19.0%

2.0%

Private Company

Commercial/Industrial Company

Government/Quasi-governmentOrganisation

Professional FirmOthers

Job Activity Area

Accountancy

Banking & Finance

Company SeretarialEducation/Traning

LegalManagement

Other

Gender Distribution

Male

Female

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 023

Number of Students

Number of New Graduates

97 98 99 00 01 02 03 04 05 06

191

273

216

203

136

212

209

231

205

303

2,67

6

2,64

9

2,89

0

2,95

8

2,81

6

2,75

9

2,62

3

2,72

9

2,78

3

2,82

6

97 98 99 00 01 02 03 04 05 06

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THE INSTITUTE ANDTHE REGULATORS

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006024

Institute RepresentationThe Institute maintains a close dialogueand relationship with the regulators inHong Kong and is developing itsrelationships in Mainland China.Throughout the year the Institute receivesinvitations for representatives to sit onvarious panels and working groups tocontribute professional opinions. A list ofcurrent representatives is listed onpages 42 and 43.

Professional DevelopmentThe Institute maintains its status as anapproved “recognised institution forproviding Continuing ProfessionalTraining” with the Securities and FuturesCommission for licensed persons underthe Securities and Futures Ordinance.

The Institute successfully organised theseventh Annual Corporate andRegulatory Update on 10 April, 2006.The event was, once again, wellsupported by the Hong Kong’s regulatorswith the Securities and FuturesCommission (SFC), Hong Kong Exchangesand Clearing Limited (HKEx) and OfficialReceiver’s Office (ORO) briefing HKICSmembers and other professionals on thelatest developments in their respectiveareas.

Technical submissionsThe Institute made submissions to thegovernment and regulators in response totheir consultation papers or whenever theInstitute considered that there wereimportant and relevant issues thatneeded addressing. The submissionsmade in the last financial year included:–

• Submission to The UK Parliamentregarding the UK Company LawReform Bill which proposes, inter alia,the removal of statutory powers ofsecretaries of private companies (June2006)

• Submission to HKEx on Minor andHousekeeping Amendments to theMain Board and GEM Listing Rules(April 2006)

• Submission to HKEx on the ExposurePaper on the Abolition ofRequirement for Main Board Issuersto publish paid announcement innewspapers and related matters(January 2006)

• Submission to the SFC in response tothe Consultation Paper on PossibleReforms to the Prospectus Regime inthe Companies Ordinance (December2005)

• Submission to New Zealand ExchangeLimited on NZX Conduct Rule Review– Consultation Paper (November2005)

• Submission to the Legislative Councilon Financial Reporting Council Bill(September 2005)

Company Secretaries PanelThe Company Secretaries Panel (“CSP”)comprises of 17 members who arecompany secretaries of listed companiesin Hong Kong. Their quarterly luncheonsprovide opportunities for the members ofthe CSP to exchange their views amongthemselves as well as with the guests inrelation to issues arising from theirpractices. Four CSP Luncheons were heldduring the last financial year:–

A luncheon was held on 7 June, 2006attended by Mr Richard Williams, Head ofListing Division of HKEx and other seniorofficials.

A luncheon was held on 15 March, 2006attended by Mr Gordon Jones, Registrarof Companies, and other senior officials.

A luncheon was held on 16 November,2005 attended by members of the CSP.

A luncheon was held on 21 September,2005 attended by Mr Andrew Sheng, MD& Chairman of the SFC, Mr MartinWheatley, Mr Sheng’s successor, andother senior officials.

The CSP also provides a forum for debatebetween the regular meetings.

Professional Services PanelMembers of the Professional ServicesPanel, comprising of senior practitionersof major corporate and professionalservice firms in Hong Kong, met regularlyduring the year to discuss and provideinput on issues affecting professionalcompany secretarial firms. In a meetingwith the representatives of CompaniesRegistry, suggestions were given bymembers of the Panel on how to improvetimely filing of forms by the generalpublic to the Companies Registry.

The Current YearThe Institute will continue to maintain aclose relationship with the regulators toenhance the status of the CharteredSecretary profession and promote bestpractice with regards to corporategovernance issues.

The biennial Corporate Governance washeld in October 2006 Conference andACRU is scheduled for May 2007. TheInstitute will continue to solicit supportfrom and offer advice to the regulators inorder to enhance corporate governancein Hong Kong and on the Mainland.

(Left to right) Samatha Suen, Mike Scales,Gordon Jones, Maurice Ngai

(Left to right) Frederick Ma, Richard Leung,Martin Wheatley

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 025

THE INSTITUTE ANDMAINLAND CHINA

Affiliate Programme and ECPDSeminarsAs of 31 July, 2006, 60 H-share boardsecretaries had joined the AffiliateProgramme. A number of services arebeing made available to the Affiliates,including three ECPD seminars organisedin November 2005, January and July2006, respectively, in Beijing, Hong Kongand Shanghai. The ECPD seminars aredesigned to enable the Affiliates tounderstand not only the theory but thepractical aspects of corporate secretarialpractice from a Hong Kong perspective.Through the learning process it isenvisaged that the Institute will be ableto instill the beliefs and values ofprofessional conduct required by acompany secretary of a Hong Kong listedcompany.

The Institute has also been workingclosely with authorities and regulators inMainland China promoting thedevelopment of professional standardsand good corporate governance practicesthrough visits, study tours and trainingprogrammes for board secretaries,managers and administrators in China.

Visits to ChinaDuring the year ended 31 July 2006, theChina Affairs Committee members madefour visits to Mainland China coveringBeijing, Shanghai, Zhejiang, Guangzhouand Shenzhen.

The main purposes of these trips were tostrengthen networking on the Mainland,to present the progress of the AffiliateProgramme, to promote the companysecretary/board secretary profession andthe importance of corporate governanceto the various regulatory, professional,academic and commercial organisationsin China.

China UpdatesTo keep members up to date with thelatest developments in Mainland China,the Institute invites Mainland Affiliates topresent at its CPD seminars and writearticles for the CSJ journal, and organisesstudy tours to the Mainland.

A Bulletin Board Update – China Servicescirculates information and updates onrelevant rules and regulations tomembers.

Launching IQS in MainlandChinaUnder the authority delegated by ICSA,the Institute is responsible for promotingand developing the Chartered Secretaryprofession on Mainland China. The IQSImplementation Plan in China is thesecond phase of the Institute’s ChinaStrategy.

Recruitment of H-share board secretariesincluding Affiliates and their subordinatesto register for studentship and IQS

ECPD Seminar in Beijing in November 2005 ECPD Seminar in Shanghai in July 2006

Affiliated Persons Gathering in Beijing in July2006

Affiliates ECPD Seminar in Hong Kong in January2006

(Left to right) Maurice Ngai and Shang Fulin,Chairman, China Securities RegulatoryCommission

examinations commenced in January2006. A Memorandum of Understandingwas signed with the University of HongKong School of Professional andContinuing Education to organise IQSexamination preparatory courses inBeijing in July 2006. The IQSexaminations will be held simultaneouslyin Beijing and Hong Kong in June 2007.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

AFFILIATEDPERSONS PROFILE

026

Affiliated Persons Employer Organisation

State Owned Enterprise

Private Enterprise

558

Affiliated Persons Industry Type

Petro & Chemical Machinery/Building Industry Steel & Raw Materials TransportationAviation Public Utility & Environmental ProtectionInsurance Medical ManufacturingCoal & Electricity Logistics Other Industries

5163262

2347

13

Age Profile

Between 35 - 45 yearsUp tp 45 years

Below 35 years

Gender Distribution

MF

4914

10

39

14

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 027

THE INSTITUTEAND ICSA

HKICS remains an intergral part andactive partner of ICSA International. Withover 40,000 members and 27,000students in 70 countries, ICSA is a leaderin promoting corporate governancethrough the promotion of secretaryshipand administration. Chartered Secretarieshave unparalleled reputations aspractitioners of good governance.

HKICS has been empowered by ICSA todevelop the profession on MainlandChina and is now the ICSA ChinaDivision. In addition to the UK, ICSA haseight divisions:

AustraliaCanadaChina (HKICS)MalaysiaNew ZealandSingaporeSouthern AfricaZimbabwe

In addition, the UK represents membersin a significant number of othercountries.

Neil McNamara is HKICS’s InternationalCouncil representative.

International Council MeetingThe ICSA International Council meets bi-annually. During the financial year,meetings were held in Auckland, NewZealand in October 2005; and Montreal,Canada in May 2006. Subsequently, theCouncil met in Hong Kong in October2006.

Professional StandardsCommitteeProfessional Standards Committee (PSC)of ICSA endorsed the renewal of thethree collaborative programmes, namely,Hong Kong Polytechnic University, CityUniversity of Hong Kong and OpenUniversity of Hong Kong. PSC alsoexpressed its satisfaction with the HKICSIQS examinations quality after a review ofthe examination papers and answerscripts at its meetings in February andJuly 2006.

Delegation AgreementAs mentioned on Page 1 of his report theInstitute is seeking certain changes to itsMemorandum and Articles ofAssociation, which have recessitated anamendment to the DelegationAgreement between ICSA and HKICS.The Council of ICSA have approved theproposed changes and the amendmentsto the Delegation Agreement.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

THE INSTITUTE AND OTHER PROFESSIONALAND ACADEMIC BODIES

028

During the year, the Institute continuedto nurture close working relations withlocal universities and higher educationinstitutes.

Collaborative CoursesComprehensive collaborative coursereviews of the three Collaborative CourseAgreement (CCA) programmes wereconducted in March 2006 respectively.

1. City University of Hong Kong –Master Science in ProfessionalAccounting and CorporateGovernance (CorporateAdministration Stream)

2. Open University of Hong Kong –Master of Corporate Governance

3. The Hong Kong Polytechnic University– Master of Corporate Governance

The review is an ongoing monitoring ofstandards of these courses. Graduates ofthese courses receive full exemptionsfrom the Institute’s qualifying scheme.The ICSA Professional StandardsCommittee approved a renewal of theagreements for three years from 2007onwards.

Professional Seminars andNetworking with UniversitiesCareer talks were held at local tertiaryinstitutions, namely, The Hong KongPolytechnic University, the City Universityof Hong Kong, the Open University ofHong Kong, the University of Hong Kong,the Chinese University, the LingnanUniversity, Hong Kong Baptist University,the Hong Kong University of Science andTechnology, Hong Kong Shue YanCollege and Caritas Francis Hsu College.

In February, representatives of the eightuniversities in Hong Kong were invited toa cocktail reception. Two luncheon

meetings were held for the AcademicAdvisory Panel comprising eminentacademia in Hong Kong to nurture closerworking relationships with tertiaryinstitutions in Hong Kong.

Summer InternshipProgrammeIn order to forge closer links betweenuniversities and employers for futurerecruitment and allow students to gain aninsight into the company secretarialprofession, the Institute organised thefirst Summer Internship programmes foruniversity students. This programmeprovided opportunities for currentstudents of local universities to work in acompany secretarial department/firm,exposing them to the realities anddemands of the commercial world.Internship vacancies were offered bysenior members of the Institute. A totalof 21 students received internship offersfrom 11 participating employers.

Promotion to potentialstudents1. Student Ambassadors Programme

The Student AmbassadorsProgramme was implemented inMarch 2006. This is a new initiative topromote the Institute as well as theChartered Secretary profession to theundergraduates of business faculties.Activities such as visits to aprofessional firm, Companies Registryand a high table dinner wereorganised.

2. Sponsorship to Students’associationsThe Institute sponsored orientationcamps and arranged firm visits andother activities for businessassociations of various localuniversities.

HKBU – Scholarship Presentation Ceremony Lingnan Networking Day

Academic Advisory Panel Luncheon Shun Yan Collage Career Talk

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 029

ScholarshipThe Institute sponsored subject prizes, bursaries to local universities and colleges to encourage students of collaborative courses;company secretarial and company law related subjects as listed.

Universities/Colleges

Caritas Francis Hsu College

Chinese University of Hong Kong

City University of Hong Kong

Hong Kong Baptist University

Hong Kong Institute of Vocational Education

Hong Kong University of Science and Technology

Lingnan University

Hong Kong Shue Yan College

The Hong Kong Polytechnic University

The Open University of Hong Kong

University of Hong Kong

HKUST Professional Seminar CFHC Scholarship Presentation

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

THE INSTITUTE AND OTHER PROFESSIONALAND ACADEMIC BODIES

030

Professional DevelopmentThe Enhanced Continuing ProfessionalDevelopment (ECPD) Programme isdesigned specifically for those membersworking in the corporate secretarialsector. The Practitioners’ Endorsementwill confirm to employers, HKEx andother regulators that the accreditedmember is up to date with the latestlisting rules and regulations and has therequisite level of practical experience asrequired of a company secretary of aHong Kong listed company. Havingcompleted a second successful year, theECPD Programme has beenacknowledged by attendees andemployers as an effective method ofimproving individuals’ secretarial skillsand raising industry standards. Duringthis CPD year (August 2005 – July 2006),57 seminars/workshops were heldcovering a wide range of relevantindustry-related topics.

The Institute maintains its status as anapproved “recognised institution forproviding Continuous ProfessionalTraining” to the SFC for licensed personsunder the Securities and FuturesOrdinance.

The Institute also maintained its status asan accredited Continuing ProfessionalDevelopment (CPD) course providerrecognised by The Law Society of HongKong during the year. All 57 seminars/workshops organised during the yearwere accredited by The Law Society.

ACRU remains the most popularprofessional development programmerun by the Institute. ACRU 2006 was

again well supported by the Hong Kong’sregulators with the SFC, HKEx and ORObriefing HKICS members and otherprofessionals on the latest developmentsin their respective areas. Over 500delegates attended, making the 2006event the most popular to date.

As part of the promotion of the ECPDProgramme to employers, a joint seminarwith The Hong Kong Institute of Directorson “Corporate Governance” was held on13 May, 2006. Representatives of twoawardees, Ms Edith Shih, Head GroupGeneral Counsel and Company Secretaryof Hutchison Whampoa Limited and MsWendy Yung, Company Secretary andHead of Corporate Services Division ofHysan Development Company Limitedwere invited to share their insights andexperiences on effective CorporateGovernance in the Hong Kong corporateenvironment.

CPD AllianceAs a founding member of the ContinuingProfessional Development Alliance, theInstitute maintains its membership of theAlliance together with 19 otherprofessional bodies. Maria Kwan, Director– Professional Development, wasappointed as Honorary Secretary at itsAnnual General Meeting held on 13 June,2006.

On 5 June, 2006, Mr. Richard Leung,President of HKICS was invited to be aspeaker at a seminar on “ContinuingProfessional Development in Hong Kong”organised by the CPD Alliance. Mr. PhillipBaldwin, Chief Executive of HKICS, wasone of the panellists at the press

conference relating to the CPD Alliancesurvey on “Hong Kong Professionals’Move into Mainland China: Trends &Challenges” on the same date. Thesetwo events attracted wide mediacoverage.

Current yearThe Institute will continue to maintain aclose relationship with other professionaland academic bodies to enhance thestatus of the company secretary andChartered Secretary profession.

The Corporate Governance Conferencewas held in October 2006 and ACRU isscheduled for May 2007. The Institutewill continue to solicit support from otherprofessional bodies, in promoting goodcorporate governance practices.

ECPD Seminar “Induction of Directors” Seminar ECPD Seminar

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 031

THE INSTITUTEAND THE COMMUNITY

Dragon Boat CompetitionThe Institute participated for the first timein the dragon boat festival andcompetitions at the Tung Ng Festival atSai Kung on 31 May 2006 and the ShingMun River, Shatin on 3 June 2006respectively. A team consisting of morethan 25 members and students took part.

Charitable Activities &Donations:During the Guangzhou Study tour on 23to 26 June 2006, participants visited theSchool of Hope in Qingyuan, Guangzhou.They met with the children in their schooland presented them with gifts includingdolls, stationary and other toys.

The Institute helps to solicit donations forthe needy. During the year, donationflyers for The Salvation Army werecirculated to members and students.

Looking AheadThe Institute will continue to raisemembers’ awareness regarding the plightof the needy in the society and extendhelp and care to them for the year ahead.

Dragon Boat Paddlers School of Hope Visit

Dragon Boat Competition School of Hope Visit

Dragon Boat Competition

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COUNCIL MEMBERSBIOGRAPHIES

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006032

PresidentRichard W.K. Leung,FCS(PE), FCIS, MA,LL B, BarristerMr. Leung is a Barrister-at-lawwith Des Voeux Chambersand a Chartered Secretary. Hehas 20 years of workingexperience, first in theaccounting field holdingsenior managerial positions invarious renowned entitiessuch as KPMG ManagementConsultants Limited andHutchison Paging Limited, andfor the past 11 years, in legalpractice as a barristerspecialising in company, tax,civil and commerciallitigations. Mr. Leung alsoholds the position as anindependent non-executivedirector for 2 listed companiesin Hong Kong.

Mr. Leung first joined theInstitute Council in 1993.

Vice-President/Company SecretaryNatalia K.M. Seng,FCS, FCIS, MBA(Executive)Mrs. Seng is an ExecutiveDirector and Head ofCorporate Services of TricorGroup and she plays a key rolein advising clients oncorporate, regulatory andcompliance issues. She iscurrently the CompanySecretary of three listedissuers (including 2 H-sharescompanies) and also CompanySecretary to the Manager of alisted REIT on the Hong KongStock Exchange.

Mrs. Seng joined the InstituteCouncil in 1996. She waselected Vice-President/Company Secretary inDecember 2002 and has heldthese posts since.

Vice-PresidentMaurice W.F. Ngai,FCS(PE), FCIS, MHKSI,MIOD, MCF, MBA,LL B (Hons)Mr. Ngai is an AssociateDirector, Head of ListingServices of KCS Limited. Hehas 19 years’ experience invarious capacities includingcompany secretary, chieffinancial officer, executivedirector and assistantmanaging director for anumber of listed companiesincluding a red-chip company.

Mr. Ngai joined the InstituteCouncil in 1999.

International President2006Michael B. Ashford,BA, FCIS, PadmMr. Ashford is a CorporateGroup Manager with CodanServices Limited, an affiliateof Conyers Dill & Pearman, aleading Bermuda offshore lawfirm.

Codan provides a full rangeof corporate managementservices to client companieswhose businesses cover awhole spectrum ofcommercial activities. Hisresponsibilities requireparticular emphasis onensuring that the relevantBermuda Statutoryregulations are complied withand that client companies’needs are serviced promptlyand efficiently.

Mr. Ashford is a pastpresident of the CanadianInstitute and currently he isthe Canadian DivisionRepresentative andInternational President of theInstitute of CharteredSecretaries & Administrators.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 033

Alan K.M. Au, FCS,FCIS, FHKIM, CPM(HK), MBA, MMS, PhDDr Au is an AssociateProfessor and a Strand Leaderresponsible for the BBA (Hons)in Corporate Administrationand Master of CorporateGovernance programmes atThe Open University of HongKong. He previously served invarious academic positions inHong Kong and New Zealand.

Dr. Au joined the InstituteCouncil in 2003.

April W.Y. Chan, FCS(PE), FCISMrs. Chan is the CompanySecretary of CLP HoldingsLimited. She has extensiveworking experience incompany secretarial practiceand is instrumental indeveloping and implementingthe framework of corporategovernance in CLP.

Mrs. Chan joined the InstituteCouncil in July 2004.

TreasurerDouglas C. Oxley, FCS,FCISMr. Oxley has operated hisown consulting firm since1994. Prior to that, he taughtat The Hong Kong PolytechnicUniversity from 1978 to 1997and was the Founding CourseLeader of Bachelor of Arts(Honours) Degree inAccountancy.

Mr. Oxley was a Hong KongCommittee member from1979 to 1984. He joined theInstitute Council in 2003 andwas elected Treasurer in 2004.

Diana M.Y. Chung,FCS(PE), FCISMs. Chung is a Director ofCorporate Services at TricorServices Limited.

With over 30 years’ companysecretarial experience, she hasadvised on companysecretarial matters covering awide spectrum of businesses.Ms Chung’s specialist areasinclude setting up of newbusinesses, corporatereorganisations, companyliquidations, and trustadministration.

Ms. Chung joined the InstituteCouncil in 2002.

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COUNCIL MEMBERSBIOGRAPHIES

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006034

Brian K. H. LoFCS, FCIS, PhDDr. Lo is the Vice Presidentand Company Secretary of theAPT Satellite Group. He is alsoCEO of APT SatelliteTelecommunications Limited, ajoint-venture of both APTSatellite Group and SingaporeTelecommunications Limited.He has 19 years’ experience incorporate and projectmanagement in a wide rangeof business sectors includinghigh technology,telecommunications andmanufacturing industry.

Dr. Lo joined the Institute’sCouncil in 2005.

Neil M. McNamara,FCS, FCIS (ImmediatePast President)Mr. McNamara is GroupCorporate Secretary for theJardine Matheson Group. Heis also Company Secretary ofJardine Matheson Limited, theGroup management company.He has extensive experience inproviding legal and companysecretarial head officesupport.

Mr. McNamara was a memberof the Institute Council from1989 to 1996. He was re-elected to the InstituteCouncil in December 2003and served as President fortwo terms until December2005. He has been an ICSAInternational Council membersince 2005.

Lila M. L. FongFCS(PE), FCIS, LLB, BAMs. Fong is the LegalManager-Secretarial of MTRCorporation Limited. Sheadvises on a wide range ofcompany secretarial mattersand is responsible forprovision of legal advice onfinancing relateddocumentations. She hasextensive experience in bothlegal and company secretarialfields.

Ms. Fong joined the InstituteCouncil in 2004.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 035

Doris W.N. Wong, FCS,FCISMs. Wong is the Head ofSecretariat of DBS Group inHong Kong

She has over 20 years’experience in corporatesecretarial practice andgeneral administration.

She is also in charge of thecorporate communicationsand corporate affairs functionof a major listed group inHong Kong.

Ms. Wong joined the InstituteCouncil in 2005.

Alberta K. Sie,FCS(PE), FCISMs. Sie is the CompanySecretary of EFA SecretarialLimited which is an affiliate ofLau & Au Yeung CPA Limited.She is responsible forexploring new businessrelationships and overseas thesecretarial, IT, general andpersonnel administrationdepartments.

Ms. Sie joined the InstituteCouncil in 2002.

Samantha P.Y. Suen,FCS, FCIS, FTIHKMs. Suen is the ManagingDirector of KCS Limited andhas over 20 years’ experiencein the company secretarialfield.

Ms. Suen was a member ofthe Institute Council from1995 to 2000. She was re-elected to the InstituteCouncil as Vice-President/Company Secretary inDecember 2001 and wasPresident in 2003.

Ms. Suen was an ICSAInternational Council memberin 2004.

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OUTLOOK

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006036

Council has taken several steps to raisethe profile of the Institute includingexploring ways in which it can repositionand re-brand the both the profession ofChartered Secretary and the Institute. It isintended that the new branding andpositioning will target not only thetraditional target audiences ofgovernment, regulators and employers,but also academia and the general public.The intention is to launch the corporateidentity and positioning during the firstquarter of 2007.

Mainland China will also present its ownchallenges in terms of establishing theprofession there and the AffiliateProgramme will continue to be at thecore of our Mainland strategy. The effortand resources the Institute invests inresearch reports, guidance notes, theECPD programme and numerous highprofile events should also start to start topay dividends as they are distributed to awider Mainland audience.

The ECPD Programme as endorsed byHKEx has been acknowledged byattendees and regulators as an effectivemethod of improving individualssecretarial skills and raising industrystandards.

As a continuing process to improve ourservice to cater for the needs ofmembers, a questionnaire for ECPDProgramme participants was conductedin March 2006. The results arehighlighted below:

• 73% of the respondents rated theseminars/workshops organised by theInstitute as useful.

• 74% of the respondents rated thepresenters of the seminars in generalas good.

• 71% of the respondents think thatthe objective of the ECPD Programmeto give assurance to the employersand regulators that our members areup to date with their knowledge andskills has been met.

The respondents also gave some usefulsuggestions which are highlighted below:

• To cater for the needs of the moreexperienced members, more coursesat an advanced level arerecommended.

In response to this suggestion, theInstitute has launched an “Expert Series”.This series will be led by experiencedmarket practitioners. Participants areexpected to have prior knowledge of thesubject to allow interactive discussions.

• Experienced members should beinvited to share their practicalexperience.

To respond to this suggestion, theInstitute has invited some senior companysecretaries including Mr. Mike Scales ofHSBC, to share his experience on “Takingminutes: A Practical Guide”, Ms SusanLo, Director of Corporate Services, TricorServices Limited to talk on “Companies(Amendment) Ordinance” and Ms EdithShih, Head Group General Counsel &Company Secretary of HutchisonWhampoa Limited and Ms Wendy Yung,Company Secretary and Head ofCorporate Services Division of HysanDevelopment Company Limited to discuss“Corporate Governance – Two Awardeesshare their experiences”. These seminarsattracted a high attendance and receivedexcellent Feedback from the participants.The Institute will continue to inviteexperienced members to share theirvaluable experience for the benefit of allmembers.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 037

SECRETARIAT

Hong Kong Registered OfficeChief ExecutivePhillip Baldwin

Director, Education & Examinations/Director, China AffairsLouisa T.M. Lau, ACS, ACIS

Director, MembershipCandy N.L. Wong

Director, Professional DevelopmentMaria Y.F. Kwan, ACS (PE), ACIS

Director, Technical & ResearchLoretta W.M. Chan, LLB

AccountantWilliam W.L. Wu, CPA, ACCA

Manager, Education & ExaminationsJacqueline K.K. Mak

Assistant Manager, ProfessionalDevelopmentMichele K. Fong

Officer, Education & ExaminationsPeggy H.C. Cheung

Officer, Education & ExaminationsAries W.Y. Ng

Officer, MembershipGretel W.C. Yeung

Officer, Professional DevelopmentIvy C.S. Chow

Officer, Professional DevelopmentDavis N.C. Lau

Officer, AccountsIvan C.F. Lam

Officer, CommunicationsElaine Y.L. Cheung

Personal Assistant to Chief ExecutiveKitty K.C. Cheung

Administrative AssistantsCally C. Y. MukHelen Y.M. TongJordan K.C. Wong

Beijing Representative OfficeChief RepresentativeKenneth G.L. Jiang

Manager, Education & ExaminationsCarrie H.X. Wang

Office SecretaryYuki L.M. Zou

Hong Kong Secretariat

Beijing Secretariat

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

COMMITTEEOF COUNCIL

038

The appointments of Chairman, Vice-chairmen and members of Committees of Council, Panels, Working Groups and Other SpecialTask Forces are for a term of one year from 1 January 2006 to 31 December 2006:

Committees/Panels/Working Groups/Task Forces Chairmen, Vice-chairmen and Members

Executive Committee Richard W K Leung (Chairman)April W Y ChanNeil M McNamaraMaurice W F NgaiDouglas C OxleyNatalia K M Seng

China Affairs Committee Maurice W F Ngai (Chairman)Davy K F LeeSamantha P Y SuenBernard T L WuDr. Joseph S W Yau

Education Committee Natalia K M Seng (Chairman)Dr. Brian K H Lo (Vice-Chairman)Lila M L FongCharles H S HuiDr. Joseph S W YauFrancis K T YuenDoris W N WongDuffy C N Wong

i. Exemption Sub-Committee Dr Joseph S W Yau (Chairman)Diana M Y ChungWinnie Y F MaAnthony K H WongConnie T M WongHorace H M Wong

ii. Student Disciplinary Sub-Committee Dr. Brian K H LoDavy K F LeeGloria S K MaNatalia K M Seng

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 039

Committees/Panels/Working Groups/Task Forces Chairmen, Vice-chairmen and Members

iii. Assessment Review Panel Duffy C N Wong (Chairman)Dr. Alan K M AuDr. John Y W ChungDr. Brian K H LoClement C Y ShumDavid S O YipFrancis K T YuenDr. Susana L M Yuen

iv. Examinations Review Panel Chairmen

• Law Panel Chairman Duffy C N Wong• Accounting Panel Chairman David S O Yip• Management Panel Chairman Dr. John Y W Chung

v. Academic Advisory Panel Professor Charles J P Chen, City University of Hong KongProfessor K L Chan, Hong Kong University of

Science & TechnologyProfessor Ferdinard A Gul, The Hong Kong PolytechnicUniversityProfessor Simon S M Ho, Hong Kong Baptist UniversityProfessor Y K Ip, The Open University of Hong KongDr. Sabrina Y S Kwan, Hong Kong University of

Science & TechnologyProfessor Amy H L Lau, The University of Hong KongProfessor C K Low, Chinese University of Hong KongProfessor M K Nyaw, Lingnan University

vi. CCA Review Panels(2 members for each CCA)

• HKPU Natalia K M SengClement C Y Shum

• CityU Dr. Joseph S W YauFrancis K T Yuen

• OUHK Charles H S HuiDr. John Y W Chung

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

COMMITTEEOF COUNCIL

040

Committees/Panels/Working Groups/Task Forces Chairmen, Vice-chairmen and Members

Membership Committee April W Y Chan (Chairman)Dr. Alan K M Au (Vice-Chairman, Marketing)Gloria S K Ma (Vice-Chairman, Admission)Edwin IngAlberta K Sie

Panel/Group/Tribunal

Special Entry Panel Davy K F Lee (Chairman)Michael W ScalesDuffy C N WongHorace H M Wong

Divisional Investigation Group Duffy C N Wong (Chairman)Robin S W ChingRoger L C LeungMa Kwong WingMichael W Scales

Divisional Disciplinary Tribunal Edwin Ing (Chairman)John R BrewerDavy K F LeeMargaret S M Yu

Divisional Appeal Tribunal Samantha P Y Suen (Chairman)Lila M L FongPeter W GreenwoodJoseph K S Mau

Ad Hoc Investigation Group Michael W Scales (Chairman)Eric S K IpMitzi M C LeungY W Lip

Professional Development Committee Neil M McNamara (Chairman)Elly Y L ChanGrace W W KwokRoger L C LeungRichard W K LeungJoseph K S MauDavid T C Ng

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 041

Committees/Panels/Working Groups/Task Forces Chairmen, Vice-chairmen and Members

Panels and Working Group:

i. Technical Consultation Panel Richard W K Leung (Chairman)Douglas ArnerPaul CampbellSay GooPeter W GreenwoodVeronica LinC K LowEdith ShihVanessa StottToh Guat KimWendy W Y Yung

ii. Company Secretaries Panel Michael W Scales (Chairman)April W Y ChanWilson W S ChanRobin S W ChingLila M L FongDavid FuTheresa L P HoEric S K IpRoger L C LeungJoseph K S MauNeil M McNamaraStella S Y OrEdith ShihPeter Y W TsangEirene YeungSusan C L YipWendy W Y Yung

iii. Professional Services Panel Samantha P Y Suen (Chairman)Elly Y L ChanKatherine S C ChiuKitty K S LiuGloria S K MaNatalia K M SengDoris W N Wong

iv. CSJ Editorial Committee Phillip BaldwinFanny CheungKieran ColvertPaul DavisMaria KwanGrace Kwok

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INSTITUTE REPRESENTATION ON EXTERNAL PANELS,COMMITTEES AND WORKING PARTIES

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006042

Year of Appointment2006

1. International

ICSA International Council

2. Government & Regulatory Bodies

a. Companies Registry– Customer Liaison Group

b. Official Receiver’s Office– Services Advisory Committee

c. Inland Revenue Department– Users’ Committee

d. Electoral Affairs Commission– HKICS authorised representative (President)

e. Financial Services & the Treasury Bureau– Corporate Governance Working Group

f. ICAC “Ethical Leadership for the New Generation” Training Programme cumYouth Summit Organising Committee

g. Financial Services and the Treasury Bureau– Advisory Groups for the Rewrite of Companies Ordinance

Neil M McNamara(from January 2006 for a term ofthree years)

Natalia K M Seng

Patrick CowleyAlberta K Sie

Samantha P Y Suen

Richard W K Leung

Neil M McNamara

Dr. Brian K H LoNatalia K M Seng

Richard W K LeungNatalia K M SengEirene YeungWendy W Y Yung

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 043

Year of Appointment2006

3 . Business Sector/Professional Bodies

a. Hong Kong Management Association– Best Annual Report Awards

b. Hong Kong Institute of Certified Public Accountantsi) Best Corporate Disclosure Awards

– Review Panel

4. Academic Bodies

a. City University of Hong Kongi) Member of Departmental Advisory Committee on Accountancy

ii) External Examiner and Moderator for Master of Arts in ProfessionalAccounting & Information

b. The Open University of Hong Kongi) Advisory Peers Group (APG) Marketing and International Business Strand

ii) External Examiner for Master of Corporate Governance

c. Vocational Training Council– Accountancy Training Board

d. Caritas Francis Hsu Collegei) External Examiners of Higher Diploma in Corporate Management

programme

Natalia K M Seng

April W Y Chan

Doris W N Wong

Dr. Brian K H Lo

Natalia K M Seng

Francis K T Yuen

Seaman Kwok

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AUDITORS’ REPORT

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006044

TO THE MEMBERS OFTHE HONG KONG INSTITUTE OF CHARTERED SECRETARIES香港特許秘書公會

(incorporated in Hong Kong and limited by guarantee)

We have audited the financial statements on pages 45 to 60 which have been prepared in accordance with accounting principlesgenerally accepted in Hong Kong.

Respective responsibilities of Council and AuditorsThe Companies Ordinance requires the Council of the Institute to prepare financial statements which give a true and fair view. Inpreparing financial statements which give a true and fair view it is fundamental that appropriate accounting policies are selected andapplied consistently.

It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion solely toyou, as a body, in accordance with section 141 of the Hong Kong Companies Ordinance, and for no other purpose. We do notassume responsibility towards or accept liability to any other person for the contents of this report.

Basis of opinionWe conducted our audit in accordance with Statements of Auditing Standards issued by the Hong Kong Institute of Certified PublicAccountants. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financialstatements. It also includes an assessment of the significant estimates and judgements made by the Council in the preparation of thefinancial statements, and of whether the accounting policies are appropriate to the Institute’s circumstances, consistently applied andadequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order toprovide us with sufficient evidence to give reasonable assurance as to whether the financial statements are free from materialmisstatement. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financialstatements. We believe that our audit provides a reasonable basis for our opinion.

OpinionIn our opinion the financial statements give a true and fair view of the state of the Institute’s affairs as at 31 July, 2006 and of itsdeficit and cash flows for the year then ended and have been properly prepared in accordance with the Companies Ordinance.

Fan, Chan & Co.Certified Public Accountants

Hong Kong, 19 September, 2006

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 045

INCOME STATEMENTFor the year ended 31 July, 2006

2006 2005Note HK$ HK$

(restated)

Subscriptions (6) 11,315,449 11,569,305Other revenue (7) 5,064,290 6,611,013

16,379,739 18,180,318

Staff costs (8) (8,223,422) (6,512,162)Depreciation and amortisation expenses (658,655) (597,301)Other operating expenses (9) (7,731,436) (9,251,654)

(16,613,513) (16,361,117)

Gain on disposal of leasehold land and buildings – 1,272,017

(Deficit) Surplus for the year (233,774) 3,091,218

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

BALANCE SHEETAt 31 July, 2006

046

2006 2005Note HK$ HK$

(restated)

Non-current assetsProperty, plant and equipment (12) 5,213,540 4,393,057Prepaid lease payments (13) 14,478,352 14,495,568

19,691,892 18,888,625

Current assetsCash and bank balances 916,145 1,452,081Fixed and call deposits at banks 5,101,243 5,098,967Financial assets at fair value through profit or loss (14) 9,168,500 –Investments in securities (14) – 8,881,121Debtors, deposits and prepayments (15) 788,779 437,016Inventories 40,766 24,318

16,015,433 15,893,503

Current liabilitiesAccounts payable and provisions (16) 2,397,053 2,260,082

Net current assets 13,618,380 13,633,421

Net assets 33,310,272 32,522,046

Reserves 33,310,272 32,522,046

The financial statements were approved and authorised for issue by the Council on 19 September, 2006 and are signed on its behalfby:

Richard Leung Douglas C. OxleyPresident Treasurer

BALANCE SHEETAt 31 July, 2006

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 047

CASH FLOW STATEMENTFor the year ended 31 July, 2006

2006 2005Note HK$ HK$

(restated)

Operating activities

Net cash (used in) from operations (17) (312,694) 3,784,318

Investing activitiesInterest received 218,956 100,611Purchase of fixtures and equipment (439,922) (1,707,891)Purchase of investment in securities – (2,500,000)Proceeds on disposal of leasehold land and building – 5,619,782

Net cash (used in) from investing activities (220,966) 1,512,502

Net (decrease) increase in cash and cash equivalents (533,660) 5,296,820Cash and cash equivalents at the beginning of the year 6,551,048 1,254,228

Cash and cash equivalents at the end of the year 6,017,388 6,551,048

Analysis of the balances of cash and cash equivalents

Bank balances and cash 916,145 1,452,081Fixed and call deposits at banks 5,101,243 5,098,967

6,017,388 6,551,048

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

STATEMENT OF CHANGES IN RESERVESFor the year ended 31 July, 2006

048

CompanyGeneral Examination law prize Research Revaluation

fund prize fund fund fund reserve TotalHK$ HK$ HK$ HK$ HK$ HK$

Balance at1 August, 2004 29,103,355 58,148 50,025 62,534 1,804,017 31,078,079

Effect of changes inaccounting policies(note 2) 111,671 – – – (488,887) (377,216)

As restated 29,215,026 58,148 50,025 62,534 1,315,130 30,700,863

Realisation on disposalof leasehold landand building – – – – (1,312,235) (1,312,235)

Surplus on revaluation – – – – 42,200 42,200

Surplus for the year ended31 July, 2005 3,091,218 – – – – 3,091,218

Interest income appropriated (61) 20 41 – – –

Balance at 31 July, 2005,as restated 32,306,183 58,168 50,066 62,534 45,095 32,522,046

Balance at 1 August, 2005,as restated 32,306,183 58,168 50,066 62,534 45,095 32,522,046

Surplus on revaluation – – – – 1,022,000 1,022,000

Deficit for the year ended31 July, 2006 (233,774) – – – – (233,774)

Interest income appropriated (1,176) 817 359 – – –

Balance at 31 July, 2006 32,071,233 58,985 50,425 62,534 1,067,095 33,310,272

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 049

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 July, 2006

1. Corporate status and principal activitiesThe Institute is limited by guarantee, such that under the provisions of the memorandum of association, every member shall,in the event of the Institute being wound up, contribute such amount as may be required to meet the liabilities of theInstitute, but not exceeding HK$10 for each member. The registered address and principal place of operation is located at3/F., Hong Kong Diamond Exchange Building, 8 Duddell Street, Central, Hong Kong

The principal activities of the Institute are to promote and advance the efficient administration of commerce, industry andpublic affairs by the continued development of the study and practice of company secretaryship and administration ofcompanies and other bodies.

The Institute’s financial statements are expressed in Hong Kong dollars because that is the currency of primary economicenvironment in which the Institute operates.

2. Adoption of new and revised Hong Kong Financial Reporting StandardsIn the current year, the Institute has adopted all of the new and revised Standards and Interpretations issued by the HongKong Institute of Certified Public Accountants that are relevant to its operations and effective for accounting periodsbeginning on or after 1 January 2005. The adoption of these new and revised Standards and Interpretations has resulted inchanges to the Institute’s accounting policies in the following areas that have affected the amounts reported for the currentor prior years:

• financial instruments (HKAS 32 and HKAS 39); and• leases (HKAS 17)

HKAS 32 Financial Instruments: Disclosure and Presentation &HKAS 39 Financial Instruments: Recognition and MeasurementHKAS 32 Financial Instruments: Disclosure and Presentation requires retrospective application and primarily addresses theclassification of a financial instrument issued by an entity and prescribes disclosure requirements of financial instruments.HKAS 39 Financial Instruments: Recognition and Measurement deals with recognition, measurement, derecognition offinancial instruments and also prescribes requirements for hedge accounting. HKAS 39, which is effective for annual periodsbeginning on or after 1 January 2005, generally does not permit the recognition, derecognition or measurement of financialassets and liabilities on a retrospective basis. The principal effects of the adoption of the requirements of HKAS 32 and HKAS39 are summarised as follows:

Investment securitiesBy 31 July 2005, the Institute classified its equity securities in accordance with the alterative treatment of Statement ofStandard Accounting Practice 24 Accounting for Investments in Securities (SSAP 24). Under SSAP 24, investments in equitysecurities are classified as “trading securities” or as “non-trading securities”. Both “trading securities” and “non-tradingsecurities” are measured at fair value. Unrealised gains or losses of “trading securities” are reported in profit and loss for theperiod in which gains or losses arise while unrealised gains or losses of “non-trading securities” are reported in reserve untilthe securities are sold or determined to be impaired, at which time the cumulative gain or loss previously recognised in equityis included in profit or loss for that period. In accordance with HKAS 39, investments in equity securities are classified aseither investments held for trading (fair value through profit or loss) or as available-for-sale, and are measured at subsequentreporting dates at fair value. Changes in fair values of investments held for trading are recognised in profit or loss as theyarise while changes in fair values of available-for-sale investments are generally recognised in equity. The Institute has appliedthe transitional rules in HKAS 39. At 1 August 2005, the Institute reclassified its trading securities with a carrying amount ofHK$8,881,121 to financial assets at fair value through profit or loss. The adoption of the requirements of HKAS 39 in respectof equity investments has had no impact to the Institute at 1 August 2005 nor has it had an impact on the current period.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 July, 2006

050

2. Adoption of new and revised Hong Kong Financial Reporting Standards (continued)HKAS 17 LeasesOwner-occupied leasehold landThe Institute has leasehold land interests in Hong Kong for office use. In previous years, these property interests wereincluded in property, plant and equipment accounted for using the revaluation model. In accordance with HKAS 17 theseleasehold interests are classified as prepaid lease payments under operating leases, and are carried at cost and amortised overthe lease term on a straight-line basis. In the absence of any transitional rules in HKAS 17, the change in accounting policyhas been applied retrospectively.

Therefore, at 1 August 2004, the carrying amounts of these leasehold interests have been reduced by HK$377,216.Corresponding adjustments, being an increase in general fund of HK$111,671 and a decrease in revaluation reserve ofHK$488,887 have been made at 1 August 2004.

For year ended 31 July 2005, the amortisation charge of these leasehold interests amounted to HK$17,216 (included indepreciation and amortisation expense). At 31 July 2005, these property interests amounted to HK$14,495,568.

For year ended 31 July 2006, the amortisation charge of these leasehold interests amounted to HK$17,216 (included indepreciation and amortisation expense). At 31 July 2006, these property interests amounted to HK$14,478,352.

The effect is summarised as follows:

Originally stated Adjustments RestatedHK$ HK$ HK$

As at 1 August 2004Property, plant and equipment 23,820,972 (14,890,000) 8,930,972Prepaid lease payments – 14,512,784 14,512,784Revaluation reserve 1,804,017 (488,887) 1,315,130General fund 29,103,355 111,671 29,215,026

As at 31 July 2005Property, plant and equipment 21,793,057 (17,400,000) 4,393,057Prepaid lease payments – 14,495,568 14,495,568Revaluation reserve 3,203,630 (3,158,535) 45,095General fund 32,052,080 254,103 32,306,183

The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instrumentsand building under long lease. The Institute had not early adopt new accounting standards that have been issued but are notyet effective.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 051

3. Significant accounting policiesRevenue recognitionRevenue is recognised when it is probable that the economic benefits will flow to the Institute and when the revenue can bemeasured reliably, on the following bases:

Members and graduates subscription income is recognised on time proportionate basis.

Students subscription income is recognised on time proportionate basis.

Examination fees received and function income are recognised in the period in which the examinations and functions areheld.

Interest income is recognised on an accrual basis.

Property, plant and equipmentBuildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in thebalance sheet at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulateddepreciation and subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such thatthe carrying amount does not differ materially from that which would be determined using fair values at the balance sheetdate.

Any revaluation increase arising on the revaluation of such buildings is credited to the properties revaluation reserve, exceptto the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which casethe increase is credited to profit or loss to the extent of the decrease previously charged. A decrease in carrying amountarising on the revaluation of such buildings is charged to profit or loss to the extent that it exceeds the balance, if any, held inthe revaluation reserve relating to a previous revaluation of that assets.

Depreciation on revalued buildings is charged to profit or loss. On the subsequent sales or retirement of a revalued property,the attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to general fund.

Fixtures and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost or valuation of assets, other than land using the straight-line method overtheir estimated useful lives as follows:–

Buildings 50 yearsLeasehold improvements 5 yearsFixtures and fittings 3 yearsOffice furniture 5 yearsOffice equipment 5 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as thedifference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

Financial instrumentsTrade receivablesTrade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using theeffective interest method, less provision for impairment. Where the effect of discounting would be immaterial, the receivablesare stated at cost less impairment losses for bad and doubtful debts.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 July, 2006

052

3. Significant accounting policies (continued)InvestmentsInvestments are recognised and derecognised on a trade date basis where the purchase or sale of an investment is under acontract whose terms require delivery of the investment within the timeframe established by the market concerned, and areinitially measured at fair value, plus directly attributable transaction cost.

At subsequent reporting dates, debt securities that the Institute has the expressed intention and ability to hold to maturity(held-to-maturity debt securities) are measured at amortised cost using the effective interest rate method, less anyimpairment loss recognised to reflect irrecoverable amounts.

Investments other than held-to-maturity debt securities are classified as either investments held for trading (fair value throughprofit or loss) or as available-for-sale, and are measured at subsequent reporting dates at fair value. Where securities are heldfor trading purposes, gains and losses arising from changes in fair value are included in profit or loss for the period. Foravailable-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until thesecurity is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised inequity is included in the profit or loss for the period. Impairment losses recognised in profit or loss for equity investmentsclassified as available-for-sale are not subsequently reversed through profit or loss. Impairment losses recognised in profit orloss for debt instruments classified as available-for-sale are subsequently reversed if an increase in the fair value of theinstrument can be objectively related to an event occurring after the recognition of the impairment loss.

Cash and cash equivalentsCash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments thatare readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade and other payablesTrade and other payables are initially recognised at fair value and thereafter stated at amortised cost unless the effect ofdiscounting would be immaterial, in which case they are stated at cost.

Impairment of tangible and intangible assets excluding goodwillAt each balance sheet date, the Institute reviews the carrying amounts of its tangible and intangible assets to determinewhether there is any indication that those assets have suffered an impairment loss. If any such indication exists, therecoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is notpossible to estimate the recoverable amount of an individual assets, the Institute estimates the recoverable amount of thecash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimatedfuture cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessmentsof the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carryingamount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognisedimmediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss istreated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to therevised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amountthat would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revaluedamount, in which case the reversal of the impairment loss is treated as revaluation increase.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 053

3. Significant accounting policies (continued)InventoriesInventories, comprising souvenirs and textbooks held for sale, are stated at the lower of cost and net realisable value. Cost isdetermined on a first-in, first-out basis. Net realisable value is the price at which inventories can be sold in the normal courseof business after allowing for the costs of realisation.

Foreign currenciesTransactions in currencies other than Hong Kong dollars are recorded at the rates of exchange prevailing on the dates of thetransactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies areretranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that aredenominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.Gains and losses arising on retranslation are included in income statement for the year, except for exchange differencesarising on non-monetary assets and liabilities where the changes in fair value are recognised directly in reserve.

LeasesLeases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards ofownership to the lessee. All other leases are classified as operating leases.

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis overthe lease term.

Borrowing costsBorrowing costs are recognised as an expense in the period in which they are incurred.

Employee benefitsSalaries, annual bonuses and the cost to the Institute of non-monetary benefits are accrued in the year in which theassociated services are rendered by employees of the Institute.

Pension obligationsContributions to the Mandatory Provident Fund Scheme are charged as an expense as they fall due.

ReservesThe fund balances of the Institute are classified as General fund, Examination prize fund, Company law prize fund andResearch fund as follows:

The General fund consists of accumulated surplus from the income statement.

Examination prize fund and Company law fund is for payment of prize of outstanding performance in examination and inCompany law.

Research fund is for payment of research project that is of value to the Institute.

4. Financial risk management objectives and policiesThe Institute’s major financial instruments include investments, accounts receivables and accounts payables. Details of thesefinancial instruments are disclosed in respective notes. The risks associated with these financial instruments and the policieson how to mitigate these risks are set out below. The management manages and monitors these exposures to ensureappropriate measures are implemented on a timely and effective manner.

Currency riskCertain investments, accounts receivables and accounts payable of the Institute are denominated in foreign currencies. TheInstitute currently does not have a foreign currency hedging policy. However, the management monitors foreign exchangeexposure and will consider hedging significant foreign currency exposure should the need arises.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 July, 2006

054

4. Financial risk management objectives and policies (continued)Credit riskThe Institute’s maximum exposure to credit risk in the event of the counterparties failure to perform their obligations as at 31July, 2006 in relation to each class of recognised financial assets is the carrying amount of those assets as stated in thebalance sheet. In order to minimise the credit risk, the management of the Institute has delegated a team responsible fordetermination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken torecover overdue debts. In addition, the Institute reviews the recoverable amount of each individual trade debt at each balancesheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regards, the councilmembers of the Institute consider that the Institute’s credit risk is significantly reduced.

The Institute has no significant concentration of credit risk, with exposure spread over a number of counterparties andmembers.

5. Critical accounting judements and key sources of estimation uncertaintyIn the process of applying the entity’s accounting policies which are described in note 3, management has made thefollowing judgment that have significant effect on the amounts recognised in the financial statements. The key assumptionsconcerning the future concerning the future, and other key sources of estimation uncertainly at the balance sheet date, thathave a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the nextfinancial year, are also discussed below.

Allowances for bad and doubtful debtsThe policy for allowance of bad and doubtful debts of the Institute is based on the evaluation of collectability and aginganalysis of accounts and on management’s judgment. A considerable amount of judgment is required in assessing theultimate realisation of these receivables, including the current creditworthiness and the past collection history of eachcustomer. If the financial conditions of members of the Institute were to deteriorate, resulting in an impairment of theirability to make payments, additional allowances may be required.

6. SubscriptionsSubscriptions comprise subscription fees received from members, graduates and students during the year.

7. Other revenue

2006 2005HK$ HK$

Bank interest income 218,956 100,611Examination fees received from students 1,840,370 2,053,620Revenue from functions held 2,419,794 4,193,105Sundry income 297,791 356,169Increase in fair value of financial assets at fair value through profit or loss 287,379 (126,342)Net foreign exchange gain – 33,850

5,064,290 6,611,013

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 055

8. Staff costs

2006 2005HK$ HK$

Salaries, allowances and other benefits 7,770,627 6,350,184Contributions to the MPF Scheme, net of unvested benefits 452,795 161,978

8,223,422 6,512,162

9. Other operating expenses

2006 2005HK$ HK$

Auditors’ remuneration 25,000 24,000Direct cost of functions held 740,605 2,253,828Institute’s service charges 766,677 1,928,590Operating lease rental – land and building 69,228 69,228Promotion and public relations 1,285,095 507,014Publications and printing 2,615,598 2,495,814Student services 701,357 487,460Sundry expenses 990,912 877,479Utilities 534,518 560,320Loss on disposal of fixtures and equipment – 47,921Net foreign exchange loss 2,446 –

7,731,436 9,251,654

10. TaxationIn the opinion of the Council, the Institute is a professional association and not more than half of the receipts fromsubscriptions are from persons who claim or would be entitled to claim that their subscriptions are allowable deductionsagainst their own business profits for the purpose of Section 16 of the Inland Revenue Ordinance. The Institute is thereforenot subject to profits tax under Section 24(2) of the Inland Revenue Ordinance, and no provision for Hong Kong profits taxhas been made in the financial statements.

11. Council members’ emolumentsDuring the years ended 31 July 2006 and 2005, no amounts have been paid in respect of Council members’ emoluments,Council members’ or past Council members’ pension or for any compensation to members of Council or past members ofCouncil in respect of loss of office.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 July, 2006

056

12. Property, plant and equipment

Building Fixturesunder Leasehold and Office Office

long lease improvements fittings furniture equipment TotalHK$ HK$ HK$ HK$ HK$ HK$

Cost or valuationAt 1 August, 2004

– as originally stated 23,160,000 658,531 422,519 216,935 1,894,842 26,352,827– effect on adoption of HKAS 17 (14,890,000) – – – – (14,890,000)

– as restated 8,270,000 658,531 422,519 216,935 1,894,842 11,462,827Additions – 946,091 – 211,671 550,129 1,707,891Disposal (5,660,000) (558,893) (422,519) (172,960) (868,789) (7,683,161)Revaluation (10,000) – – – – (10,000)

At 31 July, 2005 2,600,000 1,045,729 – 255,646 1,576,182 5,477,557Additions – 63,314 – 1,488 375,120 439,922Revaluation 970,000 – – – – 970,000

At 31 July, 2006 3,570,000 1,109,043 – 257,134 1,951,302 6,887,479

Representing:Cost – 1,109,043 – 257,134 1,951,302 3,317,479Valuation 3,570,000 – – – – 3,570,000

3,570,000 1,109,043 – 257,134 1,951,302 6,887,479

Accumulated depreciationAt 1 August, 2004 – 575,931 422,519 191,523 1,341,882 2,531,855Charge for the year 52,200 209,145 – 48,915 269,825 580,085Disposal – (556,003) (422,519) (157,909) (838,809) (1,975,240)Elimination on revaluation (52,200) – – – – (52,200)

At 31 July, 2005 – 229,073 – 82,529 772,898 1,084,500Charge for the year 52,000 221,809 – 45,910 321,720 641,439Elimination on revaluation (52,000) – – – – (52,000)

At 31 July, 2006 – 450,882 – 128,439 1,094,618 1,673,939

Net book valueAt 31 July, 2006 3,570,000 658,161 – 128,695 856,684 5,213,540

At 31 July, 2005 (restated) 2,600,000 816,656 – 173,117 803,284 4,393,057

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 057

12. Property, plant and equipment (continued)a. The net book value of buildings comprises:–

2006 2005HK$ HK$

Building in Hong Kong– Long leases 3,570,000 2,600,000

b. On 31 July 2006, the buildings in net carrying value of HK$2,600,000 were revaluated to HK$3,570,000 by KnightFrank Petty Limited, professional surveyor on the open market value basis. The surplus arising on revaluation ofHK$1,022,000 was credited to leasehold land and building revaluation reserve.

13. Prepaid lease payments

CostAt 1 August 2004

– as originally stated –– effect on adoption of HKAS 17 14,530,000

At 31 July 2005 14,530,000

At 31 July 2006 14,530,000

Accumulated amortisationAt 1 August 2004

– as originally stated –– effect on adoption of HKAS 17 17,216

Charge for the year 17,216

At 31 July 2005 34,432Charge for the year 17,216

At 31 July 2006 51,648

Net book valueAt 31 July 2006 14,478,352

At 31 July 2005 14,495,568

The Institute’s prepaid lease payments represent leasehold land in Hong Kong held under long lease.

The leasehold land is amortised on a straight-line basis over the remaining term of the lease.

The fair value of the leasehold land at 31 July 2006 as revalued by Knight Frank Petty Limited, professional surveyor on theopen market value basis was HK$20,230,000 (2005: HK$17,400,000).

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 July, 2006

058

14. Financial assets at fair value through profit or loss/Investment in securities

2006 2005HK$ HK$

Unlisted debt securities, outside Hong Kong

Financial assets at fair value through profit or lossAt market value 9,168,500 –

Balance b/f 8,881,121 –Increase in fair value 287,379 –

Balance c/f 9,168,500 –

Investment in securitiesAt market value – 8,881,121

As at 31 July 2006, investments represented funds set aside for investment by external professional fund managers on behalfof the Institute.

15. Debtors, deposits and prepayments

2006 2005HK$ HK$

Accounts receivable 546,942 227,330Deposits 55,121 128,266Prepayments 186,716 81,420

788,779 437,016

The council members consider that the carrying amount of debtors, deposits and prepayments approximates to their fairvalue.

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 059

16. Accounts payable and provisions

2006 2005HK$ HK$

Accounts payable 1,111,421 651,420Accrual and provisions 1,213,352 1,536,932Receipt in advance 72,280 71,730

2,397,053 2,260,082

The council members consider that the carrying amount of accounts payables approximates to their fair value.

17. Note to cash flow statementReconciliation for deficit to net cash from operations

2006 2005HK$ HK$

(Deficit) Surplus for the year (233,774) 3,091,218Adjustments for:

Depreciation 641,439 580,085Amortisation of prepaid lease payments 17,216 17,216Interest income (218,956) (100,611)(Increase) Decrease in fair value of financial assets through profit or loss (287,379) 126,342Gain on disposal of leasehold land and building – (1,272,017)Loss on disposal of fixtures and equipment – 47,921

Operating (deficit) surplus before changes in working capital (81,454) 2,490,154(Decrease) Increase in debtors, deposits and prepayments (351,763) 786,368(Increase) Decrease in inventories (16,448) 98,291Increase in trade and other payables 136,971 409,505

Net cash (used in) from operations (312,694) 3,784,318

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 July, 2006

060

18. Operating leases arrangementThe Institute as lessee

2006 2005HK$ HK$

Minimum lease payments under operating leases recognisedin income statement for the year– Land and buildings for Beijing representative office 69,228 69,228

At the balance sheet date, the total future minimum lease payments under non-cancellable operating leases are as follows: –

2006 2005HK$ HK$

Land and buildings– Within one year 63,459 69,228– In the second to fifth year, inclusive – 63,459

63,459 132,687

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 061

ECPD Programme Seminar Report (Year to July 2006)

DATE TOPIC PRESENTER

July 2006

1. 4 July 2006 PRC Corporate Law Reform & Jeremy Ngai, Partner – Tax & China Business Advisory Services,the Double Taxation Arrangement PricewaterhouseCoopers Ltd.

2. 6 July 2006 Potential Pitfalls in complying with the SFO Carl Fernandes, Senior Associate, Linklaters

3. 8 July 2006 Sarbanes-Oxley Act Helen Li, Director, Risk Advisory Services, KPMG

4. 10 July 2006 Taking Minutes: A Practical Guide Mike Scales, Corporation Secretary, HSBC

5. 15 July 2006 Internal Control and Risk Management Michael Chan, Director, Quality Assurance,Hong Kong Institute of CPAs

6. 18 July 2006 Market Misconduct an the SFC Sherman Yan, Partner, OR, NG & CHANInvestigations

7. 18 July 2006 Loans to directors and Fund raising Peter Chen, Consultant, Simmons & Simmons

8. 20 July 2006 Companies (Amendment) Ordinance Susan Lo, Director of Corporate Services, Tricor Services Limited

June 2006

1. 8 June 2006 Practical tips on drafting announcements Shirley Lau, Partner, Troutman Sanders

2. 16 June 2006 Enhancing Corporate Value by Disclosure April Chan, Company Secretary, CLP Holdings Ltd

3. 20 June 2006 Taking Minutes: a Practical Guide Mike Scales, Corporation Secretary, HSBC

4. 22 June 2006 Cross Boundary Corruption – A Perspective Raymond Ng, Executive Director, Hong Kong Ethicsfrom Hong Kong’s Anti-Bribery Law Development Centre, ICAC

5. 28 June 2006 How to operate a BVI Company under the • Grace Ma, General Manager, Technical Services (BVI),New Legislation Offshore Incorporations “OIL”

• Wendy Ip, Assistant General Manager,Account Management Services, OIL

May 2006

1. 11 May 2006 Connected Transactions Peter Chen, Senior Associate, Simmons & Simmons

2. 13 May 2006 Corporate Governance – Two awardees • Wendy Yung, Company Secretary and Head of Corporateshare their experiences Services Division of Hysan Development Company Limited

• Edith Shih, Head Group General Counsel & CompanySecretary of Hutchison Whampoa Limited andExecutive Director of Hutchison International Limited

3. 16 May 2006 Profits Tax Austin Grady, Chief Assessor, Inland Revenue Department

4. 19 May 2006 Listing Rules Updates • Voon Keat Lai, Partner, Stephenson Harwood & Lo• Lawrence Chan, Solicitor, Stephenson Harwood & Lo

5. 24 May 2006 An Overview of CEPA and its Latest Peony Leung, Principal Trade Officer of the Trade andDevelopment Industry Department

6. 26 May 2006 Placement of shares Conrad Chan, Partner, Mallesons Stephen Jaques

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ECPD Programme Seminar Report (Year to July 2006) – Cont’d

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006062

DATE TOPIC PRESENTER

April 2006

1. 10 Apr 2006 Annual Corporate and Regulatory Update Representatives from the Securities & Futures Commission,2006 (‘ACRU’) Hong Kong Exchanges and Clearing Limited and

the Official Receiver’s Office

2. 27 Apr 2006 Commercial Mediation • David Ravenscroft, Senior Partner, David Ravenscroft & Co,Solicitors and Notaries, and Commercial MediationCommittee, Hong Kong Mediation Council

• Benjamin Ho, Assistant Solicitor, P. C. Woo & Co., Solicitorsand Notaries, and Commercial Mediation Committee,Hong Kong Mediation Council

3. 29 Apr 2006 Induction for Directors • Gary Seib, Partner, Baker & McKenzie• Kareena Teh, Associate, Baker & McKenzie

March 2006

1. 3 Mar 2006 Share Buy-Back Susan Lo, Director of Corporate Services, Tricor Services Limited

2. 8 Mar 2006 Internal Control (C.2. of Appendix 14 Jack Chow, Partner, KPMGof the Listing Rules)

3. 16 Mar 2006 Negotiation for Non-Negotiators C L Lok, Training Consultant, Vocational Training Council

4. 18 Mar 2006 Disclosure of Interests and Update of Raymond Cheung, Head of Corporate and CommercialRegulated Activities under the Securities Department, OR, NG & CHANand Futures Ordinance

February 2006

1. 7 Feb 2006 Offshore Fund Companies in Judy Lee, Senior Associate, Appleby Spurling HunterCayman Islands, BVI and Bermuda

2. 11 Feb 2006 Share-based Employee Benefit Plans • Billy Wong, FSA, CFA, LLB, Consulting Actuary,Watson Wyatt

• Cynthia Chung, Partner - Head of Human Resources andPensions, Deacons

• Oliver Ng, Executive Director, BOCI Securities Limited

3. 13 Feb 2006 Recent Amendments to the PRC Sharon Shen, Registered Foreign Lawyer (PRC), Oldham, Li & NieCompany Law

4. 16 Feb 2006 Handling Hostile Shareholder Meetings John Gale, Partner, Stephenson Harwood & Lo

5. 20 Feb 2006 Notifiable Transactions Katherine U, Partner, Heller Ehrman

6. 22 Feb 2006 Intellectual Property Issues in Merger and • Ludwig Ng, LL.M., Senior Partner, OR, NG & CHANAcquisition Transactions • Derek Lau, B.Sc., MBA, LL.B., Associate,

Patents Department, OR, NG & CHAN

7. 24 Feb 2006 Establishing Companies, Representative Terence Lam, Managing Director, Shanghai Wong Lam Leung &Office & Branches in China Kwok Investment Consulting Company Limited

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The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006 063

ECPD Programme Seminar Report (Year to July 2006) – Cont’d

January 2006

1. 6 Jan 2006 Comparison of popular offshore Suzanne Callister, Senior Vice President, Sales & Marketing,jurisdictions – British Virgin Islands, Offshore Incorporations HK Ltd.Anguilla, Samoa and Seychelles

2. 10 Jan 2006 Bankruptcy Mabel Tsang, Senior Manager, Ernst & Young TransactionsLimited

3. 18 Jan 2006 PRC Company (Amendment) Ordinance Yao Jun, General Counsel , Ping An Insurance (Group) Company2005 of China Limited

4. 18 Jan 2006 Revolutions in shareholding structure and Material prepared by Yuan Lu, Board Secretary, Tsing Tao Beerresponsibilities of board secretary and was presented by Liu Cui Mei, Assistant Board Secretary,

Tsing Tao Beer.

December 2005

1. 1 Dec 2005 A practical guide to Pre-Listing Preparation Peter Chen, Senior Associate, Simmons & Simmons

2. 3 Dec 2005 Shareholders Disputes: The Basic Legal • Ludwig Ng, LL.M., Senior Partner of Messrs. OR, NG & CHANPrinciples and the New Law • Sherman Yan, LL.M., Head of litigation of Messrs. OR,

NG & CHAN

3. 6 Dec 2005 Continuing Obligation - in respect of Susan Lo, Director of Corporate Services, Tricor Services LimitedDisclosure

4. 13 Dec 2005 An Update of the Hong Kong Financial Anthea Law, Manager, Technical Department,Reporting Standards on Property, Deloitte Touche TohmatsuPlant and Equipment

5. 15 Dec 2005 How to operate a BVI Company under Suzanne Callister, Senior Vice President, Sales & Marketing,the New Legislation Offshore Incorporations HK Ltd

6. 16 Dec 2005 Listing Issues for PRC Companies • Michael Fosh, Partner, Chief Representative (Beijing),Herbert Smith LLP

• Gary Lock, Managing Partner (Shanghai Office),Herbert Smith LLP

7. 17 Dec 2005 Case Study on the Legal Procedures and Lawrence Lau, Barrister-at-law & Certified Public AccountantPlanning for Setting Up Wholly ForeignOwned Company in Guangzhou City PRCand Its Newly Launched Regulations

8. 20 Dec 2005 Drafting of the Prospectus for Debt and Susie Cheung, General Counsel and Company Secretary,Equity Issuances The Hong Kong Mortgage Corporation Limited

DATE TOPIC PRESENTER

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ECPD Programme Seminar Report (Year to July 2006) – Cont’d

The Hong Kong Institute of Chartered Secretaries ANNUAL REPORT 2006064

November 2005

1. 10 Nov 2005 Connected Transactions – An Overview • Conrad Chan, Partner, Mallesons Stephen Jaques• Cindy Ng, Legal Counsel, Kerry Logistics Network Limited

2. 11 Nov 2005 The New Corporate Governance Shirley Lau, Partner, Troutman SandersRegime under the Listing Rules

3. 15 Nov 2005 Dealing with the Regulators • James Gardner, Partner, Linklaters• Carl Fernandes, Senior Associate, Linklaters

4. 19 Nov 2005 Tips for Completion and Filing of Forms • Belinda Keung, Assistant Registry Manager (Registration),and Use of Electronic Search Services Companies Registry

• Ivy Poon, Assistant Registry Manager (Public Search),Companies Registry

5. 22 Nov 2005 The Takeovers Code in Hong Kong • John Gale, Partner, Stephenson Harwood & Lo and• Lawrence Chan, Solicitor, Stephenson Harwood & Lo

6. 24 Nov 2005 Hong Kong Code on Corporate Governance Derek Jackson, Senior Manager, KPMG

October 2005

1. 13 Oct 2005 Pre-listing Matters: What you need • Richard Grams, Solicitor, Oldham, Li & Nieto know? • Sharon Shen, Registered PRC lawyer, Oldham, Li & Nie

2. 14 Oct 2005 An Update of the Hong Kong Financial Clara Yu, Manager, Technical Department, Deloitte ToucheReporting Standards Tohmatsu

3. 19 Oct 2005 Directors’ & Officers’ Liability Simon McConnell, Partner, Allens Arthur Robinson, Hong Kong

September 2005

1. 12 Sep 2005 How to Structure an Acquisition Julianne Doe, Senior Consultant, Boughton Peterson YangAnderson

2. 17 Sep 2005 How to Chair Meetings, Take Minutes, C K Cho, Barrister-At-Law, Master Trainer, Academy of(Workshop) and Raise Commitment? Management Consultancy

3. 23 Sep 2005 New Enforcement Trends in Chinese IP Alan Adcock, IP Manager, Yu & Partners in association withProtection and Practical Strategies for Willoughby & Partners/Rouse LegalTrade Secrets

DATE TOPIC PRESENTER

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Production & Printed By : iOne Financial Press Ltd. www.ione.com.hk

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