Articles: Independent Non-Executive Directors

Webb on "The Pulse" re the Enigma Network (video)
RTHK, 16-Dec-2017
Webb: HKEX reforms won't help independent directors
RTHK, 10-Nov-2017
If only INEDs were independent
David Webb will be speaking at a conference in HK today. These are his slides, on the most fundamental issue in HK corporate governance. (10-Nov-2017)
Koo Ming Kown v SFC
HK Court of First Instance, 21-Jul-2017
The SFC succeeds in its application to strike out Mr Koo's claim.
Koo Ming Kown v Pacific Online Ltd (0543)
HK Court of First Instance, 16-May-2017
Koo Ming Kown v Pacific Online Ltd (0543)
HK Court of First Instance, 24-Feb-2017
Mr Koo's claim is struck out because he has no locus standi. He is not a shareholder.
Presentation on HK securities market reform
These are the slides from a presentation by David Webb to accountants hosted by legislator Kenneth Leung this evening. (16-May-2016)
Automated Systems (0771): all 3 INEDs resign due to "personal business pursuits"
Company announcement, 23-Sep-2015
This comes 6 days after ASH said that 3 other people had "ceased to be" members of the Management Committee. Yet the company says the 3 INEDs have no disagreement with the Board and there are no matters that need to be brought to shareholders' attention.
Hua Han Bio (0587): all 3 INEDs replaced
Company announcement, 24-Jul-2015
All 3 INEDs resigned simultaneously, 2 due to "other personal commitments" and 1 due to "other business commitments", and were immediately replaced.
Petition filed with SEHK and Listing Committee
We close and submit the petition on 1-share-1-vote, and call on the Listing Committee to get back to improving the quality of HK's market rather than trying to degrade it, starting with 4 key issues. (2-Jan-2015)
Women and the size of HK boards
Webb-site has completed a database on HK-listed boards since 1990. We begin a series of analyses on board composition, starting with the number and proportion of women on boards, and the size of boards in response to changing rules on the number and proportion of "independent" directors. (13-Sep-2013)
Rusal (0486): Barry Cheung Chun Yuen resigns as INED
Company announcement, 27-May-2013
"to focus on personal business matters". Amazingly, the Stock Exchange has started waiving its new rule on requiring one-third of the board to be "independent". Rusal was at 5/18 before Cheung resigned, and 27.8% is "very close" to one-third, they say. Presumably 3/10 (30%) or 3/11 (27.3%) is also OK? This effectively reduces the minimum to one quarter (25%).
All 3 INEDs quit at Tack Fat (0928), reasons not stated...
Company announcement, 15-Aug-2011
...and 4 new INEDs and 1 ED are appointed, all of whom have past or present connections with other members of what we call the "Chung Nam Network", including Mascotte (0136), Forefront (0885), Willie (0273), Radford (0901) and Dragonite (0329).
Current issues in HK-listed corporate governance
A presentation by David Webb at a conference in HK. (27-May-2011)
INEDs of China Daye Non-Ferrous (0661) missed all 18 board meetings in 2010
Company filing, 29-Apr-2011
See page 26 of the annual report.
The three wise monkeys of HK boards
SEHK has proposed minor reforms to the composition of boards which completely miss the core issue - INEDs are only as independent and competent as the controlling shareholder wants them to be, as long as he or it votes on the INED elections. We call for independent directors to be independently-elected. Tell us what you think!. Read our article and then take our poll on INEDs. (15-Feb-2011)
Campaigner Webb sees flawed boards
HK Standard, 9-Feb-2011
Webb, other key business leaders interviewed by IFAC
International Federation of Accountants, 6-Aug-2010
See Theme 3: Business reporting through the lens of the investor.
All 3 INEDs of Vitar (195) resign simutlaneously "due to their other business commitments"
Company announcement, 23-Dec-2009
Chung Tai Printing (0055): INED Alfred Au Yan to step down at AGM
Company circular, 30-Jul-2009
This comes after he publicly objected to last month's connected transaction with the controlling shareholder.
Chung Tai Printing (0055): INED Alfred Au Yan disapproves of connected transaction
Company announcement, 16-Jun-2009
A rare case of an INED objecting to a transaction which "might be seen as a move to channel cash from the Company to Suek Family as no independent shareholders' approval is required". The stock closed at $0.315, up from $0.072 two months ago. So the market cap is HK$3211m, and the $65m purchase price is less than 2.5% of that, so no approval is required. But the net assets of the company were only $780m at 30-Sep-2008. Christopher Suek grants a put option to allow the Company to get its money back within 2 years.
3 INEDs of Climax resign simultaneously
Company announcement, 27-Mar-2008
Building a Value Proposition for HK
HK Chief Executive Donald Tsang recently convened an Economic Summit of 33 people, which spawned 4 focus groups, including one on financial services, which in turn produced 3 working groups, one of which, headed by HKEx government-appointed director and Chairman Ronald Arculli, has sought submissions on the markets. This is our submission. (4-Oct-2006)
Listing Rules Review Part 2: Board Games
In Part 2 of our review of the proposed Listing Rule changes, we look at the fundamental question of independent directors and committees. Here again, the SEHK wins a perfect 6.0 in the "form over substance" category. They are skating on thin ice by allowing controlling shareholders to elect " independent" directors, a system which has failed to prevent numerous horror stories on Webb-site.com. Independent directors should be elected by independent shareholders. (21-Feb-2002)
Hong Kong's not so Independent Directors
How Hong Kong's controlling shareholders appoint the Independent Directors who are supposed to prevent them from abusing the company, and what to do about it. (20-Apr-1999)

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