Highlights

In an era of heightened regulatory scrutiny, the role of Independent Non-Executive Directors (INEDs) in Hong Kong listed companies has never been more critical. Recent enforcement actions by the Securities and Futures Commission (SFC) have underscored the growing accountability of INEDs for oversight failures, even when wrongful acts are committed by executive directors or management. With high-profile recent cases, regulators are sending a clear message: INEDs must proactively monitor governance frameworks and act as robust checks on executive decision-making. 

Led by seasoned legal practitioners, this seminar will equip attendees with actionable strategies to navigate their dual role as guardians of shareholder interests and strategic advisors. This session promises indispensable insights into mitigating risks in Hong Kong’s dynamic compliance environment. 

Key Topics Include:  

•    Review of the recent cases on the liabilities of INEDs: SFC vs. 3DG Holdings (International) Limited
•    A revisit of the legal framework: the Companies Ordinance and Listing Rules. 
•    Case law insights: Analysis of recent judgments. 
•    Regulatory Expectations: HKEX’s 2025 corporate governance reforms..  
•    Risk Mitigation: Best practices for INEDs to balance oversight with non-interference in day-to-day operations.
 

Remarks on this Online Session:

• This is the online session.
• Once enrolment in this online session is confirmed, requests to change to physical session will not be entertained.

Co-Organizer: 

Accounting Development Foundation Limited (ADF)

The Society of Chinese Accountants and Auditors (SCAA) 

Supporting Organization:

Shenzhen Hong Kong Macau Women Directors Alliance (SHMWDA)

Speaker(s)

Speaker:

Mr. Sherman Yan,  Managing Partner, Head of Litigation & Dispute Resolution, ONC Lawyers

Sherman Yan is the Managing Partner and Head of Litigation & Dispute Resolution of ONC Lawyers. He has many years of experience in handling complex commercial disputes, especially shareholders’ disputes in listed companies and regulatory issues under the Securities and Futures Ordinance. Sherman has frequently acted for listed companies, their shareholders, directors and securities investors in dealing with inquiries and investigations by regulatory bodies such as the Hong Kong Monetary Authority, the Hong Kong Exchanges and Clearing Limited, and the Securities and Futures Commission of Hong Kong. Besides, Sherman is also a member of the Civil Litigation Committee of the Law Society of Hong Kong with extensive experience in handling and reviewing new laws and regulations related to litigation. Academically, Sherman is a co-author of “A Practical Guide to Resolving Shareholder Disputes”, published by LexisNexis. He is also a co-contributor of “Hong Kong Chapter – Shareholder Activism & Engagement 2020”, published by Lexology GTDT. Besides, Sherman is a contributor to legal textbooks including “Securities and Futures Ordinance (Cap.571): Commentary and Annotations” and “Tort Law & Practice in Hong Kong”, both published by Sweet & Maxwell.

Chairman:

Mr. Edwin Yeung, Chairman of ADF and INED Committee Chairman of SCAA