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Changing Expectation of Independent Non-Executive Directors

Changing Expectation of Independent Non-Executive Directors. Non-Executive Directors Forum. Jeckle Chiu Partner Mayer Brown JSM +852 2843 2245 jeckle.chiu @mayerbrownjsm.com. 7 December 2010. INEDs in Hong Kong. Why are we here today?

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Changing Expectation of Independent Non-Executive Directors

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  1. Changing Expectation ofIndependent Non-Executive Directors Non-Executive Directors Forum Jeckle Chiu Partner Mayer Brown JSM +852 2843 2245jeckle.chiu@mayerbrownjsm.com 7 December 2010

  2. INEDs in Hong Kong • Why are we here today? • Independent "non-executive" directors: diminished role? • Roles of INEDs in Hong Kong • General Duties • Enhancing the Standards • Listing Rules

  3. Roles of INEDs in Hong Kong: Audit Committee • Majority presence in audit committee • At least 1 INED member with appropriate professional qualifications/accounting/related financial management expertise • Importance of audit committee • Roles of INEDs in audit committee TAKE A PROACTIVE ROLE TAKE A HOLISTIC VIEW

  4. Roles of INEDs in Hong Kong: Protecting the minority • Market expectation: guardian of minority shareholders? • Providing an objective view on transactions • e.g. takeovers, spin-offs, share repurchases, connected transactions etc. • Taking into account the interests of the company and its shareholders as a whole RISING EXPECTATION

  5. INEDs in times of Crisis: Resignation • When should I resign? • Listing Rules: ListCo to publish the reasons of a director's resignation • Limitations on using "personal reasons" as the reason for resigning • Restrictions under the Takeovers Code

  6. Conclusion • The responsibilities and undertakings of INEDs are no less onerous than those of other directors • TAKE A PROACTIVE ROLE • TAKE A HOLISTIC VIEW • BEAR IN MIND THE RISING EXPECTATION

  7. Disclaimer • These materials are provided by Mayer Brown JSM and reflect information as of 7 December 2010. • The contents are intended to provide a general guide to the subject matter only and should not be treated as a substitute for specific advice concerning individual situations. • You may not copy or modify the materials or use them for any commercial purpose without our express prior written permission.

  8. Mayer Brown is a global legal services organisation comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP, a limited liability partnership established in the United States; Mayer Brown International LLP, a limited liability partnershipincorporated in England and Wales; Mayer Brown JSM, a Hong Kong partnership, and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated . "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

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