Companies Ordinance Rewrite

1. As a part of and for the purpose of the rewrite of the Companies Ordinance which aims at providing a legal infrastructure attuned to Hong Kong 's needs in the 21st century through streamlining and modernizing its provisions, strengthening its corporate governance framework and leveraging from company law developments around the world, to
   
1. review the current law and practice relating directors and other officers of companies, including but not limited to, the nomination, election, and appointment of directors, directors' duties and liability, the question of self-dealing and connected transactions, shadow directors and corporate directors, company secretaries and their qualifications, and provisions relieving officers from liability or indemnifying them;
   
2. identify and consider the issues and difficulties arising from (i) above and the options available;
   
3. recommend appropriate legislative amendments to address any issues identified/considered under (ii) above; and
   
4. consider such other issues as may be raised by the Companies Bill Team (“CBT”).
   
2. In conducting the review, AG 3 shall have regard to, review and/or assess:
   
1. the Terms of Reference of the rewrite of the Companies Ordinance;
   
2. the existing law and proposals for law reform in other comparable jurisdictions, such as the UK Companies Act 1985, the UK Companies Act 2006, the Australian Corporations Act 2001, the New Zealand Companies Act 1993, the Singaporean Companies Act 1994; and any subsequent amendments to the CB and company laws of Australia, New Zealand and Singapore as well as local and international commercial, regulatory and legal conditions, standards and developments;
   
3. the recommendations of and where provided, papers considered by the Standing Committee on Company Law Reform at its regular meetings; and
   
4. papers prepared by the CBT.