资讯洞见
On 7 March 2016, the Securities and Futures Commission (SFC) released its conclusion on the Principles of Responsible Ownership (Principles), following its consultation launched last year. The introduction of the Principles is aimed at providing guidance on how investors should fulfil their ownership responsibilities in relation to investments in Hong Kong listed companies.
Voluntary in nature
The Principles are open for investors to adopt on a voluntary basis.
Scope of “investors” to be captured by the Principles
The SFC envisages “investors” to include those who invest money, or hold shares, on behalf of clients and other stakeholders and are accountable to such clients and other stakeholders. Accordingly, the Principles should not include investors who are accountable only to themselves for their investments (or are accountable only to family members pursuant to a personal relationship, with no intention to create a client or business relationship), such as individual and retail investors.
The seven Principles
The seven Principles ask the investors to:
Application of the Principles
Investors are encouraged to:
Investors who do not think that the Principles are relevant to or suitable for them at the outset are encouraged to:
The consultation conclusions set out examples of how the following types of investors might choose to adopt the Principles:
Types of investors |
How they might choose to adopt the Principles |
Institutions with diversified divisions |
They could generally commit to the Principles and in their policy clearly state why or how the Principles would not be relevant to certain parts of the institution. |
Institutions operating various funds with differing goals or purposes |
They could generally commit to the Principles and in their policy clearly carve out specific funds which the Principles would not apply to and clearly explain the reasons for doing so. |
Private wealth managers |
They can adopt the Principles and actively discharge ownership responsibilities where they have ownership in investee companies. For those who do not have ownership in their clients’ investee companies or the powers and rights to perform the actions associated with the Principles, they could support the Principles by explaining to their clients that the responsibility of engagement remains with their clients and could advise their clients on the procedures for obtaining regular communications from investee companies and for voting shares. If appropriate, they could implement policies and channels whereby they could assist or guide their clients on how ownership responsibilities can be discharged. Where it is not appropriate to adopt the Principles, they are encouraged to explain to their clients why the Principles do not apply. |
Agents |
They can support the Principles by encouraging their clients to adopt the Principles. They could also implement policies and channels whereby they assist or guide their clients on how ownership responsibilities can be discharged. |
Bare trustees and nominees |
They are not expected to fall within the scope of the Principles and hence the Principles would not apply or be relevant to them. |
Hong Kong based investors with foreign investments |
They are encouraged to observe similar codes or principles of other jurisdictions relating to their foreign investments or apply the Principles to their foreign investments. |
Foreign investors
|
They are encouraged to observe the Principles for their investments in Hong Kong listed companies. |
Next steps
After the introduction of the Principles, the SFC will review the following: