BritCham HK’s webinar on the Role of outside advisers

On 2 February 2021, as an author of the HKEX’s “Making inroads into good Corporate Governance and ESG management”, Julia Charlton appeared as a panelist on BritCham HK’s webinar. Julia shared practical insights on how diverse professionals can contribute to the CG and ESG journey of an HKEX listed company. The panelists discussed embedding corporate governance and ESG procedures and structures within HKEX listed companies as well as the value of designing and implementing best practices in ESG.

CH-019115 (Webpage Portal) | 2021-02-02 (Published) | 2021-08-12 (Updated)


The Role of Outside Advisers

  • the digital boardroom
  • the company secretary
  • compliance adviser
  • internal controls consultant
  • public relations companies
  • ESG consultants
  • green finance and certifications


(the “Guidance Letter”)

  • The Guidance Letter was updated in July 2020
  • Risks Section of a listing applicant’s listing documents to include a section on corporate governance
  • Disclose the board’s role in corporate governance
  • Disclose the role of the risk management committee and provide details of qualifications and experiences of those personnel in charge


  • The Guidance Letter makes specific mention of a company’s CG and ESG structures
  • Listing applicants are expected to demonstrate compliance with the HKEX CG and ESG obligations upon listing
  • The board of a listing applicant is encouraged to appoint appropriate directors to assist with the formulation and adoption of CG and ESG measures and policies
  • Listing applicants are advised to have in place effective CG and ESG measures well in advance to ensure compliance upon listing
  • Disclose the board’s role in corporate governance

A listing applicant is encouraged to rely on outside advisers to assist the board in complying with its CG and ESG obligations


good corporate governance

  • streamline workflows
  • create a secure and organised virtual boardroom
  • improve efficiency, accountability and compliance


  • HKEX Main Board Listing Rule 3.28 requires that every listed company appoint a company secretary
  • provides ongoing support to the board
  • ensures regulatory compliance (CG and ESG included)
  • creates and manages effective systems

“A company secretary is not a figure a board of directors would usually flash and show to other people, but when something goes wrong, a good company secretary can save the day by demonstrating that a sound and vigorously followed control mechanism is in place”


Traditional role

  • corporate governance
  • supports the board
  • facilitate shareholders’ and investors’ communications
  • induction and professional development of directors

Expanded and evolved role

  • know-your-client
  • anti-money laundering regulations
  • responsibilities of the company secretary have become increasingly more complex
  • CG and ESG


  • HKEX Main Board Listing Rule 3A.19 requires that a listed company retain a compliance adviser for the period commencing on the date of listing and ending on the publication of its financial results for the first full financial year after listing
  • work alongside the company secretary to support the listed company by advising on announcements, connected transactions, use of IPO proceeds and explain listing rules requirements
  • assist with corporate governance structures and policies
  • the board must engage the compliance adviser meaningfully and adopt a corporate governance mindset from the outset


Why an internal controls consultant ?

  • assist the board with the development and implementation of internal control systems and structures
  • assist the board with maintaining appropriate risk management and internal controls systems
  • assist the listed company with meeting shareholder expectations in relation CG and ESG governance
  • conduct ongoing risk assessments to identify ‘gaps’ and shortcomings


  • Annual retainer
  • Advise on CG and ESG
  • CG and ESG committees and their reporting obligations


The role of a public relations consultant must not be overlooked

Increase in shareholder activism and demands:

  • communication is extremely important
  • shape the media’s perception
  • maintain communication channels

The HKEX’s Corporate Governance Code outlines five core principles of corporate governance. One of these being communication with shareholders.


raising awareness, building capacity and acting as the custodian for ESG matters

  • central figure for ESG strategy and its implementation
  • build capacity within the board and add diversity of perspectives and thinking to the board

A listed company must publish its ESG report on an annual basis regarding the same period covered in its annual report (HKEX Main Board Listing Rules appendix 27, rule 4)


  • green finance and sustainable business have strong financial and societal benefits
  • The HKEX Sustainable and Green Exchange (STAGE)
  • STAGE aims to promote green finance and sustainable integration across asset classes and product types
  • The Hong Kong Quality Assurance Agency (HKQAA) can provide green finance certifications for green bonds and other green investment products