International Qualifying Scheme (IQS)

• Introduction
  
  IQS Syllabus and recommended readings
• IQS Syllabus
• Recommended readings
  
  
• IQS Exemption Policy

Introduction

To qualify as a member of ICSA/HKICS * in Hong Kong, a student will need to successfully sit for the examinations of the International Qualifying Scheme. This is a portable global qualification, covering subjects such as corporate governance; corporate administration; corporate secretaryship; company law, accounting, taxation and management. The IQS is divided into two programmes, which cover 8 subjects.

Professional Programme

Stage 1
Strategic and Operations Management
Hong Kong Taxation
Hong Kong Financial Accounting
Hong Kong Corporate Law

Stage 2
Corporate Governance
Corporate Administration
Corporate Secretaryship
Corporate Financial Management

Note* Disclaimer: Membership of ICSA, as referred to in this document, is conditional upon agreement and contractual relations between HKICS and ICSA. Such agreement and contracts are subject to change and/or termination by either party and therefore, notwithstanding anything to the contrary in this document, HKICS cannot provide any assurance that membership of HKICS will lead to automatic membership to the ICSA or can HKICS be held responsible if membership of ICSA is not granted even following completion of the International Qualifying Examination and/or qualifying procedures being met.
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INTERNATIONAL QUALIFYING SCHEME SYLLABUS
(Updated on January 2010)

Notes :

1. Knowledge of the important legal decisions will be expected. Candidates should also have a general knowledge of any major change in, or addition to, existing legislation which has been formally proposed by the Government. However, a detailed knowledge of new legislation will not be expected in examinations held within six months of the passing of the legislation. Questions in this paper may require candidates to submit answers in the form of letter, reports or memoranda.

2. Updated versions of all Ordinances and Regulations can be obtained from the Department of Justice website (www.justice.gov.hk)
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PROFESSIONAL PROGRAMME (PART I)

STRATEGIC AND OPERATIONS MANAGEMENT

AIM

The aim of the module is to develop knowledge and understanding of key principles and practices in management, to equip the aspiring Chartered Secretary for both the strategic and operational contexts of the professional role.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

·        understand and apply strategy theory, models and language to contribute to boardroom decision making

·        understand and apply operations theory and best practice in contributing to corporate management.

·        understand and apply leadership theory and best practice in the functional role and leadership of teams.

PRE-REQUISITE LEARNING

This module is a component of the ICSA Bridging Programme. It is designed to enable aspiring Chartered Secretaries to (a) demonstrate required standards of competence for professional practice in a key discipline, and (b) acquire essential knowledge and skills to underpin the relevant components of the Professional Programme.

Evidence of assessed knowledge and understanding must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards.

The module specification is based on the assumption of some relevant prior learning in management.

PAPER REQUIREMENTS AND FORMAT

Section A: A case study with a maximum of five compulsory questions.   (Total - 40 marks for Section A)

Section B: 3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT
Strategic Management

The nature of strategy. The "Boardroom" strategic role. Mission, ethics and values. Social responsibility and stakeholders’ expectations. The corporate environment and systems theory. Environmental factors: the impact of law, regulation, the market, and other "PEST" factors. Internal factors.

Strategic choice: business-level strategy, corporate-level strategy and international strategy, strategic alliances. Analysis and evaluation: the “balanced scorecard” and the strategic balance sheet. Analytical techniques: portfolio analysis, competitor analysis, value chain analysis, market migration analysis.

The distinction between strategy and policy. Planning: short, medium and long term. Targets. Resources. Planning techniques, including scenario planning. Strategy: effective corporate performance; strategic options for direction, change and growth. Policymaking and implementation. Supply chain management and logistics. The virtual organisation.

Creative and rational models in strategic management: applications and limitations. The rational cycle: corporate needs, decision making, implementation, monitoring and review, feedback. Measurement of corporate performance; concepts of output and outcome. Contingency management and agile strategies.

Corporate Management

The management of change: growth, stability and contraction. Business process re-engineering. Organisational culture: types and characteristics. The management and mobilisation of culture. Organisational development. The management of quality: total quality management and audit approaches. Benchmarking.

Cycle time reduction. Just in Time and Manufacturing Resource Planning techniques. Knowledge and information management: dissemination and feedback. The Internet and Intranets. Networking, cascading and team briefing. Formal management communications: reports, minutes, directives, standing orders, working manuals, communications technology.

Team Leadership

The concepts of morale, motivation, leadership, authority and responsibility: theoretical models and their application. Emotional intelligence, empowerment, self-directed and cross-functional teams. Project management and team leadership. Techniques in team building. Enhancing the performance of teams and individuals. Performance appraisal and measurement: organization, team and individual.

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HONG KONG CORPORATE LAW

AIM

The Company Secretary is, within the organisation, the first point of authority and reference on the requirements of corporate law. A pivotal role is also played in corporate compliance, and the body of law is the basis and framework for corporate secretarial practice.

The aim of the module is therefore to provide a thorough grounding in, and knowledge and understanding of the sources and principal provisions of corporate law in the structure, management and performance of the business entity.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

• understand and advise on the provisions and application of corporate law appropriate to the constitution, formation and performance of the business entity.
• perform the role of principal compliance officer.
• understand and advise on the impact of law on the role of Directors, the Company Secretary, and the audit function.

PRE-REQUISITE LEARNING

This module is a component of the ICSA Professional Programme Part One. It is designed to enable aspiring Chartered Secretaries to (a) demonstrate required standards of competence for professional practice in a key discipline, and (b) acquire essential knowledge and skills to underpin the relevant components of the Professional Programme.

Evidence of assessed knowledge and understanding must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards.

The module specification is based on the assumption of some relevant prior certificated knowledge, and candidates will find it helpful to have familiarised themselves particularly with:

• An introduction to the principles of law. 
• Business law

PAPER REQUIREMENTS AND FORMAT

Section A:      A case study with a maximum of five compulsory questions.  (Total - 40 marks for Section A)

Section B:      3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT
Formation and Constitution

The concept, process and effect of incorporation: corporate personality, limited liability. The not-for-profit organisation: legal entity and regulatory environment.

Types of company: public and private, limited by guarantee, unlimited. Holding and subsidiary companies and undertakings. Relevant comparison with other forms of organization. Sole traders. Partnerships, Limited liability partnerships. Joint ventures. Public corporations. Public bodies. Voluntary and charitable bodies.

Company formation: The Registrar of Companies. Content and effects of the memorandum and articles of association. Their alteration. Promoters. Prospectuses. The commencement of business.

The Legal Status of Company Officers

Directors: powers and duties; appointment, reappointment, remuneration, removal, retirement and disqualification. Directors' liabilities, indemnity and insurance. Borrowing powers. Disclosure of interest. Insider dealing.

The Company Secretary: appointment, qualification and functions.

Auditors: rights, powers and duties; appointment and removal.

Corporate Transactions and Governance

Legal capacity. The concept of agency. Pre-incorporation contracts. The common seal. Apparent authority. Turquand’s rule. Majority rules and minority protection. Common law protection and statutory protection of minority. Market Misconduct.

Shares and Loan Capital

Share capital: methods of raising, maintaining, increasing, reducing. Principal categories. The concept of membership. Allotment of shares. Underwriting and commissions. Transfer and transmission. Restrictions on transfer; Forged transfers. Share certificates. Mortgage of shares. Calls, lien, surrender and forfeiture of shares. Capital maintenance rule. Redemption and purchase of own shares. Financial assistance for acquisition of shares. Distribution of profits. Disclosure of substantial holdings and of beneficial ownership. Variation of class rights. Declaration and payment of dividends. Capitalizing profits. Reserves.

Loan capital: debentures. Secured creditors. Registration and priority of charges.

Reconstructions, Disputes and Liquidation

Reconstruction; Schemes of arrangement; Takeovers and mergers; Compulsory acquisition of shares on takeover.

Receivership: Appointment and function of Receiver and Receiver-Managers.

Compulsory and voluntary liquidation: grounds for winding up; order of application of assets of insolvent companies; preference and the avoidance of transactions; fraudulent and wrongful trading; consequences of winding up. Striking off and restoration of companies to the Register; Voluntary arrangements. Regulatory investigations.

Meetings

General legal principles relating to convention, constitution and conduct of meetings at common law. Law relating to meetings of companies governed by Hong Kong Companies Ordinance. Provisions of Table A relating to meetings. Kinds of company meetings: general meetings, class meetings, board meetings and meetings in winding up.

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HONG KONG FINANCIAL ACCOUNTING

AIM

In professional practice, the Chartered Secretary has to be competent in Financial Accounting to a high standard, and in a number of different contexts.

Expertise is demanded in the boardroom setting to contribute to the analysis and interpretation of corporate financial performance and results. Corporate reporting in compliance with legal and stakeholder requirements, including financial statements, is a core responsibility of the Company Secretary. In public practice, and in many organizations, the Chartered Secretary, serving in the role of Company Secretary, is also sometimes called upon to fulfil the role of Corporate Accountant.

The aim of the module is to develop the knowledge and skills necessary for the Chartered Secretary to carry out these professional responsibilities.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

·        understand the language, concepts and use of financial accounts and reports.

·        identify and utilise the sources of accounting data and information.

·        understand and apply standards of accounting practice.

·        prepare financial statements for different forms of organisation in compliance with legal and regulatory requirements.

·        apply financial information and statements in corporate reporting.

·        undertake the corporate accounting role for employers and clients.

·        contribute to boardroom analysis of corporate financial performance.

PRE-REQUISITE LEARNING

This module is a component of the HKICS Professional Programme Part One. It is designed to enable aspiring Chartered Secretaries to (a) demonstrate required standards of competence for professional practice in a key discipline, and (b) acquire essential knowledge and skills to underpin the relevant components of the Professional Programme.

Evidence of assessed knowledge and understanding must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards.

The module specification is based on the assumption of some relevant prior certificated knowledge, and candidates will find it helpful to have familiarised themselves particularly with:

·        An introduction to the principles of book-keeping and accounting.

PAPER REQUIREMENTS AND FORMAT

Section A:      A case study with a maximum of five compulsory questions.  (Total - 40 marks for Section A)

Section B:      3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT

Methods of Financial Measurement

Financial goals; profit, surplus and break even. The recognition of profit: matching revenue with expenditure; and increase in the value of the business. Profit measurement and asset valuation on the basis of historical cost, replacement (current) cost, fair value and principles of accounting for price level changes, asset impairment and recoverable amount.

Accounting Regulations

The need for regulations. Substance versus form. Sources of regulation. Requirements of the Hong Kong Companies Ordinance and Hong Kong Accounting Standards. Form and content of financial statements for publication purpose. Calculation of distributable profits. Capital maintenance. Issue and redemption of shares and debentures. Capital reduction and reorganisation.

Accounting Reports

The preparation and presentation of cash flow statements; segmental reports; interim reports; income statements; balance sheets. Operating and financial review. Related party disclosures. The limitations of financial statements.

Valuation of Assets and Liabilities

Accounting concepts, bases and policies. Treatments of inventory and construction contracts; property, plant and equipment and depreciation; investment properties; borrowing costs; foreign currency translations; leases and hire purchase contracts; goodwill and intangible assets; impairment of assets; non-current assets held for sale and discontinued operations; provisions; contingencies; financial instruments, employees’ benefits and taxation; share-based payment and events after the balance sheet date.

Consolidated Accounts

Business combinations. Definitions of holding, subsidiary, associated companies and joint ventures. The nature, purpose and preparation of consolidated financial statements. Merger, acquisition, equity and proportionate consolidation methods of accounting.

Interpretation of Accounts

The examination and analysis of financial information. Uses and limitations of ratio analysis. The preparation for reports in appropriate style for management, investors, creditors and other user groups.

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HONG KONG TAXATION

AIM

To develop an understanding of the current law relating to taxation and its practical application to companies, partnerships, and individuals.

PAPER REQUIREMENTS AND FORMAT

Section A:      A case study with a maximum of five compulsory questions.  (Total - 40 marks for Section A)

Section B:      3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT

An understanding of the general concept of the Hong Kong taxation system

Administration: issue of tax returns and assessments, payment and recovery of tax, procedures for objections and appeals, penalties and offenses.

The taxation of limited companies, partnerships and individuals under Profits Tax, including:

(i) scope of charge.
(ii) principles of assessment,
(iii) ascertainment of profits,
(iv) treatment of losses,
(v) depreciation allowance, including detailed computation,
(vi) commencement and cessation of business,
(vii) change of accounting date,
(viii) special business including club, trade association and financial institution.

The taxation of individuals’ income under Salaries Tax including:

(i) scope of charge,
(ii) principles of assessment,
(iii) ascertainment of net assessable income and net chargeable income,
(iv) personal allowances.

The taxation of income from property under Property Tax including:

(i) scope of charge,
(ii) principles of assessment,
(iii) ascertainment of net assessable income.

Election for Personal Assessment

(i) objectives,
(ii) eligibility and procedures for election for personal assessment,
(iii) ascertainment of net assessable income and net chargeable income under personal assessment,
(iv) tax set-off and reliefs.

The relevance of the three separate income taxes to management decision-making and corporate planning, including basic principles of the following:

(i) tax planning for individuals and companies,
(ii) tax avoidance,
(iii) anti-avoidance provisions,
(iv) tax evasion, (v) investigation.

Stamp Duty

(i) basic scope of charge,
(ii) principles of assessment,
(iii) relief and exemptions,
(iv) administration, including appeal, late filing, penalty, and interest.

The Application of the Hong Kong Tax Treaties on Hong Kong Companies and Individuals having income from Jurisdictions of these Treaties, with particular emphasis on arrangement for the Avoidance of Double Taxation and the Prevention of Fiscal and Evasion between Hong Kong and Mainland China (DTA), especially Articles 1, 2, 3, 4, 5, 7, 9, 14 and 21. (Updated in August 2011)

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PROFESSIONAL PROGRAMME (PART II)

CORPORATE GOVERNANCE

AIM

Corporate Governance has emerged on the global agenda in pursuit of proper and efficient practice in the administration and the sustainability and viability of the business entity. The objective is probity in business activity, compliance with law and regulation, and the securing of reputation and confidence towards the attraction of inward investment. The Company Secretary is the key corporate player and the global profession of Chartered Secretary has emerged as a benchmark for the development of best practice.

The aim of the module is to instil the knowledge and key skills necessary for the Chartered Secretary to act as chief adviser to the Board on best practice in corporate governance, and as the catalyst for systematic application and development in the major global forms of organization.

At the conclusion of this module, the candidate will be able to:

·         research and apply the growing global information sources on corporate governance.

·         promote awareness of, and be responsible for continuing self and personnel development on corporate governance themes.

·         promulgate corporate governance principles and best practice in the employing or client organisation.

·         apply professional knowledge and skills to the resolution of practical issues and problems in the proper governance of the employing or client organisation.

·         understand and apply the concepts of probity and ethical standards in governance.

·         understand and advise on the impact of corporate governance principles on the role of Directors, the Company Secretary, the Chief Executive and the audit function.

·         understand the regulatory framework of the stock exchange in Hong Kong and corporate governance practice under relevant rules, codes and regulations.

·         understand the value and importance of internal control functions and risk management to sound corporate governance

PRE-REQUISITE LEARNING

Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:

·         Corporate Law

·         Strategic and Operations Management

·         Financial Accounting

·         Management Accounting

PAPER REQUIREMENTS AND FORMAT

Section A: A case study with a maximum of five compulsory questions.  (Total - 40 marks for Section A)

Section B: 3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT
The Definitions and Objectives of Corporate Governance

The corporate entity; separation of ownership and operation, checks and balances. The concepts of ownership and balancing systems of accountability and ethics The "enlightened shareholder and stakeholder" concepts. The state as shareholder. Models of hierarchic and functional relationships in sound governance. One-tier and two-tier Boards, stakeholder boards, advisory boards, and executive boards.

The external and internal pressures for sound governance. History and ongoing developments in corporate governance. The Reports: from Cadbury and King onwards; national and international sources. Sarbanes-Oxley Acts 2002. The Combined Code on Corporate Governance (2003/2006). The Hong Kong Code. Corporate governance principles and guidelines: OECD (2004); OECD Guidelines on Corporate Governance of State-Owned Enterprises 2005; Corporate Governance Scores or Indexes; the Commonwealth Association for Corporate Governance (CACG). The governance agenda in the developing and developed economies. Case studies from Hong Kong, China, and overseas.

The Regulatory and Ethical Framework

The role of legislation and regulation in corporate governance. The nature and importance of compliance. Compliance statements. The ethical dimension: codes and practices. The assessment of corporate performance: yardsticks and measurement; corporate review; disclosure. Key concepts: openness; honesty; transparency; probity; accountability; judgement; independence, fairness, participation, reputation; social and environmental responsibility.

Sound Governance

The concept of best practice in governance in companies. Understanding the distinct and separate roles, duties and responsibilities of corporate officers and stakeholders: Chairman, Chief Executive Officer, Directors, Company Secretary and Shareholders/Members. Committees and their role: Audit, Governance, Remuneration, Nomination. Functions and decision making authorities. Shareholders: majority control; minority rights; The importance of the board representation of independent directors in the Board, share options, and Chief Executive Officer compensation. Selection, induction, orientation and training, succession planning, and removal. Responsibilities of the Board. Internal controls and risk assessment: Roles of internal audit function; Overall business risk assessments, formulation of risk responses to minimize financial, operational and compliance risks; evaluate effectiveness of risk management and control policies. All obligations in relation to disclosures and compliances under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. Shareholders activism and Institutional investors. The concept of Corporate Social Responsibility and Sustainability. Concept of disclosure of interests of substantial shareholders and directors (Note 1)

The Secretary and Corporate Governance

The importance and special position of the Company Secretary; the role in sound and effective governance. Meeting rules and conflict of interest policy enforcement. Appointment, qualification and independence. Control of corporate information and corporate reporting: the annual report; the website. Disclosure in corporate governance report. Communication with stakeholders. The "whistleblowing" concept: issues and problems, protection, insurance.

Directors

Executive and non-executive directors. Chairman, managing director. Shadow and alternate directors. The concept of independent directors. Board committees. Roles of chairman and chief executive officer and their legal duties. Comparison of roles, needs, powers and duties; appointment, reappointment and rotation, remuneration, removal, retirement and disqualification. Directors' liabilities, indemnity and insurance. Conflict and disclosure of interest. Share dealing; model codes; insider dealing. Company records. Directors' disclosures, service contracts and agreements and agreements. Connected transactions.

Audit

The contribution of internal and external audit functions to sound governance. Internal audit and external audit reports and their use. Appointment and removal of internal and external auditors. Independence and remuneration: rights, powers and duties in the governance framework. Roles of internal and external auditors, their relationship with Audit Committee.
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LEARNING OUTCOMES

CORPORATE ADMINISTRATION

AIM
The Chartered Secretary is regularly employed in a position of strategic responsibility for administrative operations within and across the organisation. The aim of the module is to instil knowledge and key skills in handling the responsibilities of corporate administration in both the strategic and functional contexts, to develop competence in advising the Board and leading teams in administrative best practice, and in ensuring compliance with external regulation and internal procedures.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

·        understand the scope of strategic and functional administration and apply it within the employing or client organisation.

·        access information sources and deliver knowledge and information internally to the optimum benefit of the organisation and its needs.

·        evaluate the requirements of the legal and regulatory environment in corporate administration, advise the Board accordingly, and ensure compliance.

·        take responsibility for the administration of corporate knowledge and information, the human resource, pension schemes, insurance and risk, and physical corporate assets.

PRE-REQUISITE LEARNING

Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:

·        Strategic and Operations Management

·        Corporate Law

PAPER REQUIREMENTS AND FORMAT

Section A: A case study with a maximum of five compulsory questions.   (Total - 40 marks for Section A)

Section B: 3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT

Role and Functions

The role, functions and compliance perspective of the corporate administrator. Administration as a support service in organisations. The concept of best practice. The sources and application of guides to best practice.

Knowledge and Information

The sources of information on law, regulation and administrative best practice. Copyright and intellectual property, including asset protection. Trademarks and patents. Information, data and technology as a corporate resource. Technological change and innovation: internet and website applications and management. Security and integrity of information; control of access. Data protection legislation. Confidentiality. Unsolicited Electronic Messages.

The Human Resource

Employment law and regulation. The employment contract. Concepts of added value and continuous improvement. Securing and monitoring the people resource: human resource planning, recruitment and selection, job descriptions and person specifications. Maximising performance: job design; job enrichment; reward and recognition systems; job evaluation. Training and development. Coaching and counselling. Performance appraisal. Working with consultants and volunteers. Health and safety at work: legislation and practice. Health and safety at work, duties of employers, legislative compliance and practice.Equal opportunities: legislation and practice. Environmental protection: legislation and practice.

Pensions, Insurance and Risk

Pensions: their relevance and purposes. Scheme types - occupational, government, personal. Stakeholder pensions and group personal pensions. The management and proper control of pension schemes. The impact of legislation. Funds and their management. Principles and practice of trusteeship; administrative secretaryship and support. The duties of trustees in law. Trust deeds and rules.

The nature of corporate and business risks; management and control. Corporate liability and insurance: classes and types. The insurance market; brokers and intermediaries. The use of consultants and advisers. Disaster planning.

Corporate Assets

The management of physical assets. Internal control, facilities administration: role and functions. Management of risks and Security and the application of systems.

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CORPORATE SECRETARYSHIP

SYLLABUS
AIM

A core responsibility of the Chartered Secretary is as Secretary to the Board, i.e. the Company Secretary. The aim of the module is to specify and assess the essential knowledge and skills involved in taking overall responsibility for the corporate secretarial function in small, medium and, large scale organizations and listed companies. The practice of corporate secretaryship in this module extends to both the strategic and functional contexts, in advising the Board, in leading teams in secretarial best practice, in ensuring compliance with law and regulations, especially the Companies Ordinance, the Hong Kong Listing Rules the Securities and Futures Ordinance and the Hong Kong Codes on Takeovers and Mergers and Share Repurchases and in establishing efficient internal communication of Board’s decisions and external reporting.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

·         understand the scope, role and functions of corporate secretaryship and apply them within the employing or client organisation;

·         understand the law and best practice in meetings, apply them in the secretaryship function, and ensure corporate compliance;

·         ensure effective communication and dissemination of information to and from the Board, both internally and externally, for the optimum benefit of the organisation and its needs;

·         be aware of the ongoing responsibilities of the Company Secretary as an independent professional practitioner within the organization especially as adviser to the directors on board procedures and relevant rules and regulations applicable;

·         be responsible for continuing personnel development within the secretariat; and

·         be aware of, and be responsible for continuing self development in corporate secretaryship as a professional practitioner.

PRE-REQUISITE LEARNING

Evidence of assessed pre-requisite knowledge of and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:

Corporate Law

Corporate Governance

PAPER REQUIREMENTS AND FORMAT

Section A: A case study with a maximum of five compulsory questions.  (Total - 40 marks for Section A)

Section B: 3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT

The Company Secretary, the Board, and the Members

The role of the Company Secretary: functions and duties. Appointment, qualifications and vacation of office. The Company Secretary as advisor to the chairman and the board.

Dissemination of information and decisions. Communication including electronic communications with shareholders and other stakeholders.

Types of Directors. Roles, duties, qualifications, responsibilities and liabilities. Disclosure of directors’ interests. Appointment, reappointment, rotation, removal, retirement and disqualification. Remuneration, loans and compensation for loss of office. 

Members: Concept of membership of a limited company, voting and other rights, and minority rights.

Corporate Compliance

Formation and memorandum and articles of association, of different types of companies, re-registration of unlimited companies as limited, conversion of private company to public and vice versa. Filing of company returns. Offences under the Companies Ordinance, Hong Kong Listing Rules and Securities and Futures Ordinance. Corporate Governance overview. Annual report.  Corporate Governance Report (Note 1). Auditors: Qualifications, appointment, resignation and removal. Rights of the Auditors. The Hong Kong Listing Rules relating to admission of securities to the Main Board and the Growth Enterprise Market (“GEM”), continuing obligations and reporting requirements of listed companies including notifiable transactions and connected transactions. Retention of records. Statutory registers. Seals: types, adoption and use.

Law and practice of meetings

Board meetings: composition, roles and procedures (including frequency, notice, quorum, voting, agendas and papers).

Committees

Types, purpose and composition.

General meetings

Types (AGM, EGM and SGM). Class meetings, Regulations governing general meetings. Composition; role of Chairman. Notice periods and acceptance of shorter notice, quorum, agenda and papers. Ordinary and special business. Resolutions. Standing orders, rules of order, motions, amendment. Proxies. Corporate Representatives. Adjournment. Postponement Attendance. Voting. Resolutions in writing.

Minutes and minute books: form, contents and inspection of minute books.

Capital

Types of share and loan capitals. Methods of raising new capital. Markets and listing requirements. Alteration of share capital.

Principles and procedures in share and membership registration. Register of members. Allotment and forfeiture of shares. Share transfer: forms and registration procedures. Transmission of shares and registration of documents affecting title. Membership in companies limited by guarantee. Issue of share certificates; lost certificates. Indemnity, dividends and interest. Stamp Duty. Employee share schemes. New issues and takeovers. Repurchase of own shares. Redemption of shares. Rights issues. Reduction of capital. Central Clearing and Settlement System (CCASS).

Dormant Companies: procedures and exemptions
Liquidation and deregistration

Procedures and practice in respect of winding up, appointment, duties, powers and qualifications of liquidators, dissolution of companies, accounts and audit. Deregistration: procedures and practice.

Non Hong Kong Companies

Registration and termination under Part XI of the Companies Ordinance, continuing obligations to file accounts and annual returns, changes in documents registered, termination of registration, Stock Exchange listing and winding up of non Hong Kong companies. Authorised representatives and serving of documents.

Offshore Companies

Pros and cons of establishing offshore companies in Hong Kong

Disclosure of Interests

Purposes of the law and obligations of disclosure and interests in listed securities. Disclosure of interests of substantial shareholders and directors under the SFO (Note 1). Effects of failure to disclose.

Insider Dealing

Definition and offences. Role of the Market Misconduct Tribunal and Securities and Futures Commission.

Amalgamation, reconstruction and takeovers

Purposes and methods of amalgamation, reconstruction and takeovers. Schemes of arrangements and forfeiture under the Companies Ordinance and the Hong Kong Codes on Takeovers and Mergers.

Debentures

Types of debentures. Issue and registration of debentures. 

Registration of charges

Registrable charges. Registration and release of charges. Purposes of registration. Effects of non-registration.

Receivership and liquidation

Commencement of receivership. Commencement of different types of liquidation. Appointment and qualifications of receivers and liquidators. Remuneration, duties and liabilities of receivers and liquidators. Statement of affairs. Returns of receivers and liquidators.
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CORPORATE FINANCIAL MANAGEMENT

SYLLABUS
AIM

The aim of this module is to address the need for the Chartered Secretary to be knowledgeable and competent in the skills of corporate financial planning, and in understanding the impact of the fiscal environment on the organisation and its decision making.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

·        understand the financial sources and requirements of the employing or client organisation.

·        understand the role and efficiency of the capital markets.

·        understand the nature and importance of capital structure and the cost of capital.

·        understand and apply the principles of working capital management.

·        understand the impact of global and multi-national operations on corporate financial management.

PRE-REQUISITE LEARNING

Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:

·        Financial Accounting

·        Management Accounting

·        Corporate Law

·        Strategic and Operations Management

PAPER REQUIREMENTS AND FORMAT

Section A: A case study with a maximum of five compulsory questions.  (Total - 40 marks for Section A)

Section B: 3 questions to be attempted from a choice of 5; 20 marks each (Total - 60 marks for Section B)

LEARNING CONTENT
Financial Objectives and Requirements

The financial objectives of the main types of organisation: public and private limited companies, statutory companies, trusts, and companies limited by guarantee. Determination of financial requirements and their impact on business planning and decision taking. The role of financial audit.

Sources of Finance

Financial markets: role of the New Issues Market and Stock Exchange, including the Alternative Investment Market. The operating institutions on the markets. Influence of Markets on market decisions. State funding, corporate donations, sponsorship, grants, subscriptions, fund raising sources.

Share and Loan Capital

The raising and maintenance of share capital: issue pricing and methods. Authorised and issued capital. Dividend policy, including scrip dividends and share re-purchases. Finance and loan capital. Domestic and international sources. The nature of debt. Corporate debentures and debenture stock, convertibles, warrants. Bank loans and overdrafts. Retention and self-generated finance.

Capital Structure, the Cost of Capital

Costs of individual types of finance. Weighted average cost of capital. Portfolio theory and the Capital Asset Pricing Model. The cost of capital. Capital gearing. Capital structure theory and decisions.

Working Capital Management

Working capital and its importance. Planning and control of cash and marketable securities, debtors, current liabilities and stock. Future expansion and contraction.

Capital Investment Appraisal

Payback. Net Present Value, Internal Rate of Return and their comparison. Implications of taxation and inflation. Capital rationing. Capital budgeting under uncertainty. Lease or buy decisions.

Business Restructuring

Business expansion and financial growth. Sources of expansion and contraction. Restructuring strategies: bids, acquisitions and mergers, capital reconstructions. Divestment: sell-offs, spin-offs, management buyouts. Business failure, prediction and rescue packages.

International Aspects

Multi-national operations. Managing exchange risk. The foreign investment decision. Financing overseas investment.
(Updated on February 2010) 
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Note 1: Further description provided.

RECOMMENDED READINGS OF INTERNATIONAL QUALIFYING SCHEME
(Updated on January 2011)

Notes :

1. Knowledge of the important legal decisions will be expected. Candidates should also have a general knowledge of any major change in, or addition to, existing legislation which has been formally proposed by the Government. However, a detailed knowledge of new legislation will not be expected in examinations held within six months of the passing of the legislation. Questions in this paper may require candidates to submit answers in the form of letter, reports or memoranda.

2.Updated versions of all Ordinances and Regulations can be obtained from the Department (www.justice.gov.hk)

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PROFESSIONAL PROGRAMME (PART I)

STRATEGIC AND OPERATIONS MANAGEMENT

Recommended Readings
1. Strategic and Operations Management, ICSA Study Text, ICSA International, 5th edition, 2009
2. Johnson, Scholes and Whittington, Exploring Corporate Strategy ? Text and Cases, FT Prentice Hall, 9th edition, 2011
3. Mullins, L., Management and Organisational Behaviour.FT, Prentice hall, 9th edition, 2011
4. Handy, C., Understanding Organizations. Penguin, 2005
5. Huczynski, A, and Buchanan, D., Organization Behaviour: An Introductory Text FT Prentice Hall; 7th edition, 2009
6. Daft, R. L., & Lane, P. Management. South-Western College Pub, 9th edition, 2008
7. Slack, N., Stuart, C. and Johnston, R. Operations Management London. FT/Prentice Hall, 6th edition, 2010
8. Slack, N. Brandson-Jones, A., Johnston, R. Essentials of Operations Management, Financial Times, 2011

Further Readings
1. Belbin, R.M. Beyond the Team. London, Butterworth-Heineman, 2000
2. Bennis, W. On Becoming a Leader. London: Hutchinson Business Books, 2009
3. Garrat, B., The Fish Rots from the Head ? The Crisis in our Boardrooms. London, Harper Collins Business, 2nd edition, 2009
4. Goleman, D. Emotional Intelligence. New York, Bantam Books, 2006
5. Handy, C. Inside Organisations. London, penguin Books, 1999.
6. Mintzberg, H., The Rise and Fall of Strategic Planning. London, Prentice Hall 2000
7. Moore, J.I. Writers on Strategy and Strategic Management, Penguin Books Ltd., 2nd edition 2001
8. Obeng, E. All Change!, London, FT/Prentice Hall, 1996
9. Peters, T.J. and Waterman, R.H. In Search of Excellence, Profile Books Ltd, 2004
10. Porter, M.E., On Competition Updated and Expanded Edition, Harvard Business School Press, 2008
11. Senge, P.M., The Fifth Discipline, London, Century Business, 2006
12. Stacey, R.D., Strategic Management and Organisational Dynamics, London, Financial Times Pitman Publishing, 6th edition, 2010
13. Trompenaars, F. Riding the Waves of Culture, Nicholas Brealey, 2nd edition, 2003
14. Williams, H. The Essence of Managing Groups and Teams. London, Prentice Hall, 1996

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HONG KONG CORPORATE LAW

Recommended Readings
1. Vanessa Stott, Hong Kong Company Law (13th edition) (Hong Kong: Longman, 2011)
2. The Hong Kong Institute of Chartered Secretaries, Hong Kong Corporate Law Study Outline
3. John Brewer, The Law & Practice of Hong Kong Companies, Sweet & Maxwell (2nd Edition), 2009
4. Nigel Davis and Melanie Mitchell, Hong Kong Listed Companies: Law and Practice, CCH, 2012

Further Readings
1. Paul Kwan, Hong Kong Corporate Law (Hong Kong: LexisNexis, 2006)
2. E.L.G. Tyler (ed), Hong Kong Company Law Handbook (13th Edition) (Hong Kong: LexisNexis)
3. Loh Siew Cheang and William Wong, Company Law: powers and accountability (Hong Kong: LexisNexis, 2003)
4. Cheng Po Wah et al, The Hong Kong Company Secretary?s Handbook: practice and procedure (Hong Kong:Longman, 9th Edition, 2012)
5. Derek French et al, Mayson, French & Ryan on Company Law (27th edition) (Oxford: Oxford University Press, 2010)
6. Paul Davies, Gower and Davies? Principles of Modern Company Law (9th Edition) (London: Sweet & Maxwell, 2012)
7. Len Sealy and Sarah Worthington, Cases and Materials in Company Law (9th edition)(Oxford: Oxford University Press, 2010)

Useful website: www.legislation.gov.hk

Companies Ordinance

Securities and Futures Ordinance

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HONG KONG FINANCIAL ACCOUNTING

Recommended Readings
1. Lam and Lau, Intermediate Financial Reporting. An IFRS Perspective. McGraw Hill Education (Asia), 2nd edition.
2. Tan and Lee, Advanced Financial Accounting: An IAS and IFRS Approach. McGraw Hill, 2008.
3. Chow, Kan, Taylor and Tsui, Advanced Financial Accounting in Hong Kong, Longman, 2006
4. Leo, Hoggett, Sweeting and Radford. Company Accounting, Wiley, 9th Edition, 2011
5. Patrick Ng, Associate Professor Ng Eng Juan, Hong Kong Master GAAP Guide 2012/2013, CCH

Further Readings
1. Hong Kong Institute of Certified Public Accountants, Hong Kong Financial Reporting Standards
2. The Companies Ordinance.
3. Alfredson, Picker, Loftus, Clark, Wise and Dyki. Applying International Financial Reporting Standards. Wiley, 2009.

Useful website
1. Hong Kong Institute of Certified Public Accountants - Hong Kong Financial Reporting Standards http://www.hkicpa.org.hk/ebook/main.php
2. The Companies Ordinance - http://www.legislation.gov.hk
3. Hong Kong Exchanges and Clearing Limited - Rules and Guidelines on Listing Matters (Appendix 16 to the Listing Rules details the disclosure of financial information) - http://www.hkex.com.hk/rule/index/rulesandguidelines.htm

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HONG KONG TAXATION

Recommended Readings
1. The Hong Kong Institute of Chartered Secretaries, Hong Kong Taxation Study Outline
2. Lee D & Ho Chi-ming, Advanced Taxation in Hong Kong (Longman Asia) 15th Edition, 2012
3. Ho P, Hong Kong Taxation and Tax Planning (Pilot Publishing Co Ltd) 11th edition, 2012
4. Macpherson A., Garry Laird, (KPMG), Hong Kong Taxation: Law & Practice 2012/13
5. Halkyard A, VanderWolk J & Chow W, Hong Kong Tax Law, Cases and Materials, Butterworths 5th Edition, 2009
 

Further Readings
1. Hong Kong Tax Cases (Hong Kong Government Printer)
2. Hong Kong Board of Review Decisions (Hong Kong Government Printer) www.info.gov.hk/bor/eng/decision.htm
3. Interpretation and Practice Notes (Inland Revenue Department) www.ird.gov.hk/eng/ppr/dip.htm
4. Hong Kong Master Tax Guide (CCH Tax Editors and Deloitte Touche Tohmastsu) 2012/13
5. The relevant Ordinances and Regulations in particular the Inland Revenue Ordinance (Chapter 112)
 

Useful Website
1. IRD ? www.info.gov.hk/ird

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PROFESSIONAL PROGRAMME (PART II)

CORPORATE GOVERNANCE

Recommended Readings
1. Bob Tricker, Corporate Governance: Principles, Policies, and Practice, Oxford University Press, 2nd Edition, 2012
2. The Hong Kong Institute of Chartered Secretaries, Hong Kong Supplement to Corporate Governance: Principles, Policies, and Practice
3. Gordon W.E. Jones, Corporate Governance and Compliance in Hong Kong, LexisNexis, 2012
4. Appendix 14 and Appendix 23 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited-12- (Updated on February 2009)
5. Gul, F.A. and Tsui, Judy S.L., The Governance of East Asian Corporations, Palgrave Macmillan, 2005
6. Low C.K., Corporate Governance: An Asia Pacific Critique, Sweet & Maxwell Asia, 2002
7. Anandarajah K., Corporate Governance Compliance, LexisNexis, 2003
8. Goo S.H., & Carver A., Corporate Governance - The Hong Kong Debate, Sweet & Maxwell Asia, 2003
9. Relevant ordinances and regulations issued in the HKSAR.
10. The Duties and Responsibilities of Independent Non-Executive Directors of Hong Kong Main Board Listed Companies" (2006), The Hong Kong Institute of Chartered Secretaries
11. Vanessa Stott, Hong Kong Company Law, Longman,13th Edition,
12. Richard Smerdon, A Practical Guide to Corporate Governance, 2nd Edition, Thomson Sweet & Maxwell
13. Internal Control & Risk Management-A Basic Framework, HKICPA, 2005
14. Internal Control-Integrated Framework-Executive Summary, Committee of Sponsoring Organizations of the Treadway Commission (COSO),1994
15. Enterprise Risk Management- Integrated Framework-Executive Summary, Committee of Sponsoring Organizations of the Treadway Commission COSO), Sept 2004
16. Internal Control over Financial Reporting- Guidance for Smaller Public Companies Volume 1: Executive Summary, COSO, June 2006
17. Business Ethics Report, HKICS, 2007
18. Environmental Reporting, HKICS, 2006
19. Effective Enterprise Risk Oversight-The Role of the Board of Directors, COSO, 2009.
20. Using the OECD Principles of Corporate Governance: A Boardroom Guide, OECD, 2008.
21. Monks, R. and N. Minow, Corporate Governance, 5th edition, 2011, Blackwell Publishers
22. Solomon, J., Corporate Governance and Accountability, John Wiley & Sons, 3rd Edition, 2010
23. Kim, K. and J. Nofsinger, Corporate Governance, Pearson - Prentice Hall, 3rd Edition, 2009
24. Ching, K.W., Joo-Seng Tan, and Chi Ching R. G., Corporate Governance in East Asia: the Road Ahead, Pearson Education, 2006
25. Report of the Cadbury Committee on financial aspects of Corporate Governance,1992

Further Readings
1. Judith Sihombing, Faculty of Law, Chinese University of Hong Kong, Hong Kong Directors' Manual, CCH, 2011
 

Useful Websites
1. Corporate Governance: www.corpgov.net; www.icgn.org
2. Companies Registry: www.info.gov.hk/cr
3. Hong Kong Stock Exchange: www.hkex.com.hk
4. Securities and Futures Commission: www.hksfc.org.hk
5. Internal Control & Risk Management: www.hkicpa.org.hk; www.coso.org
6. Guidance Notes, HKICS www.hkics.org.hk
7. The Organisation for Economic Cooperation and Development (OECD): www.oecd.org
8. Committee of Sponsoring Organizations of the Treadway Commission (COSO)

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CORPORATE ADMINISTRATION

Recommended Readings
*Students are advised that they should be familiar with the work of various government departments and agencies, particularly in relation to their enforcement of legislations relevant to their work. Detail reading of topics on their websites on legislative matters, cases, publications, guidance and good practice notes is ecommended.*

1. The Hong Kong Institute of Chartered Secretaries, Corporate Administration Study Outline

Knowledge and Information
2. Wong, K. & Lee, A, A Practical Approach to Intellectual Property Law in Hong Kong: Sweet & Maxwell, Asia, 7th Edition, 2010
3. Corporate Administration, HKICS Study Outline

The Human Resource
4. Mondy, Noe and Premeaux, Human Resource Management: Gaining a Competitive Advantage, McGraw Hill, 2005
5. Downey, Michael J. (ed), Hong Kong Employment Law Manual, Latest Edition, Hong Kong Institute of Human Resource Management and Employment Law International (HK) Ltd.

Pensions, Insurance and Risk
6. The Mandatory Provident Fund, Deloitte Touche Tohmatsu, 1999

Corporate Assets
7. The Company Secretary's Manual, Latest Edition, Hong Kong: Asia Business Law IMP Ltd

Further Readings
1. Chan, Andy W., Bannister, Barry J. and Mak, Wai-ming, Managing Human Resources in Hong Kong, 3rd ed. Hong Kong: Sweet & Maxwell Asia, 2002
2. Lee, Alice., Butterworths Hong Kong copyright handbook., Hong Kong: Butterworths, 2011
3. Berthold, Mark., Hong Kong data privacy law : territorial regulation in a borderless world / Mark Berthold and Raymond Wacks, Hong Kong : Sweet & Maxwell Asia, 2003, 2nd ed
4. Code of Practice on Human Resource Management : compliance guide for employers and HRM practitioners, Hong Kong : Office of the Privacy ommissioner for Personal Data, 2001
5. The MPF implementation guide, Hong Kong: Asia Law & Practice, 2000
6. Todd, P, Textbook on trusts., London : Blackstone, 10th edition, 2011
7. Gustin, F., The facility manager's handbook, Lilburn, Ga.: Fairmont Press ; New York : M. Dekker, c2003
8. Halvey, John K., Business process outsourcing: process, strategies, and contracts, New York : John Wiley, 2nd Edition (2007)
9. Pattie Walsh and Alison Hern of DLA Piper's Asia Employment, Pensions and Benefits practice, Hong Kong Employment Law: A Practice Guide, 4th Edition, 2011

Useful Websites
1. MPF Intermediaries Examination Study Notes, 2007 and 2009 editions:http://www.oci.gov.hk/press/index_04_02.html
2. Study Notes for the Principles and Practice of Insurance Examination (2004 Edition) and Study Notes for the General Insurance Examination (2008 Edition): http://www.oci.gov.hk/press/index_04_02.html
3. Unsolicited Electronic Message Ordinance: Office of the Telecommunications Authority?s website at http://www.ofta.gov.hk/en/uem/main.html
4. SAR Government sites- on MPF, privacy, insurance, healthy and safety, equal opportunities, environmental - - 15 - - (Updated on February 2009)
protection: http://www.legislation.gov.hk/eng/home.htm
5. Equal Opportunities Commission: Race Discrimination:http://www.eoc.org.hk/EOC/GraphicsFolder/showcontent.aspx?content=Race%20Discrimination%20Ordinance%20 And%20I
6. Labour Department, Occupational Safety and Health Ordinance: http://www.labour.gov.hk/eng/legislat/content4.htm

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CORPORATE SECRETARYSHIP

Recommended Readings
1. The Hong Kong Institute of Chartered Secretaries, Corporate Secretaryship Study Outline
2. The Hong Kong Company Secretary's Handbook, practice and procedure, by Cheng Po Wah, Sum Heung Suet, Anna and Yuen Kam Tim, Francis, published by Longman, 9th edition, 2012
3. Rules Governing the Listing of Securities - both for the Main Board and the GEM Board, published by The Stock Exchange of Hong Kong Limited
4. The Hong Kong Codes on Takeovers and Mergers and Share Repurchases, published by the Securities and Futures Commission, 2005
5. Meeting in Hong Kong their Law and Practice, by P Lawton, published by Pitman, 1993;
6. Guidelines - The Essential Company Secretary, The Hong Kong Institute of Chartered Secretaries, 2006
7. Corporate Governance, the Hong Kong Debate, by Goo. S.H. and Carver A.
8. Hong Kong Company Secretary's Practice Manual, by Belinda Wong, published by CCH Hong Kong Limited, 1st edition, 2011

Further Readings
1. The Companies Ordinance. www.legislation.gov.hk
2. The Securities and Futures Ordinance. http://www.sfc.hk/sfc/html/EN/legislation/legislation/html
3. Practice Circulars, issued by the Companies Registry, Hong Kong. www.info.gov.hk/cr/list/index.htm
4. Monthly journal of HKICS - CSJ.
5. John Brewer , The Law and Practice of Hong Kong Private Companies, published by Thomson, 2nd edition.
6. Other relevant ordinances and regulations issued by the HKSAR. http://www.legislation.gov.hk/eng/home.htm
7. Guidance Notes, published by HKICS. http://www.hkics.org.hk/index.php?_function=List_Publications
8. Hong Kong Company Law, by Vanessa Stott, published by Longman, 13th edition, 2011
9. Modern Law of Meeting, by Stephen Davies, published by Jordon, 2005
10. HKICS Guidance Notes ? Insider Dealing (Part 1 & 2), 2008
http://www.hkics.org.hk/index.php?_function=Form_Publications

Useful Websites
1. Companies Registry - www.info.gov.hk/cr
2. Hong Kong Stock Exchange - www.hkex.com.hk
3. Securities and Futures Commission - www.hksfc.org.hk
4. Growth Enterprise Market - www.hkgem.com

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CORPORATE FINANCIAL MANAGEMENT

Recommended Readings
1. Ross / Westerfield / Jordan. Fundamentals of Corporate Finance: An Asian Perspective, McGraw-Hill, 2012
2. Emery, Douglas R., Finnerty, John D. & Stowe, John D. Corporate Financial Management, Prentice Hall, 3rd edition, 2007.
3. Valdez, Stephen & Wood, Julian. An introduction to Global Financial Markets, Houndmills, Basingstoke, Hampshire; New York: Palgrave Macmillan, 5th edition, 2006
4. Besley, Scott & Brigham, Eugene F. Essentials of Managerial Finance, Mason, Ohio: Thomson/South-Western, 14th edition, 2007
5. E. Mclaney. Business Finance: Theory and Practice, Prentice Hall, 9th edition
6. R.C. Higgins. Analysis for Financial Management, McGraw Hill, 10th edition
7. G.Peirson, R.Brown, S. Easton, P.Hovad. Business Finance, McGraw Hill Irvin, 11th edition

Further Readings
1. Ho, Scott & Wong, Hong Kong Financial System, Oxford 2004
2. Website: International Monetary Fund (www.imf.org)
3. Website: Hong Kong Monetrary Authority (http://www.info.gov.hk/hkma/)
4. Website: Hong Kong Exchanges and Clearing Limited (http://www.hkex.com.hk)

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International Qualifying Scheme - Exemption Policy

The Institute maintains an international standard of the exemption policy. Holders of a recognised university degree and professional qualifications may be entitled to exemption from some subjects of the Institute’s examinations. The following policy will apply exemption applications:

Subjects under IQS	Exemption granted under IQS
	Relevant Degrees/ Professional Qualifications			Non-relevant Degrees
	Accounting (Note1)/ Finance (Note2)	Law (Note 3)	Management	Any disciplines
Professional Programme Part I
Strategic & Operations Management				N.A
Hong Kong Corporate Law	N.A		N.A	N.A
Hong Kong Financial Accounting				N.A
Hong Kong Taxation			N.A	N.A
Professional Programme Part II
Corporate Governance	N.A	N.A	N.A	N.A
Corporate Secretaryship	N.A	N.A	N.A	N.A
Corporate Financial Management		N.A	N.A	N.A
Corporate Administration	N.A	N.A	N.A	N.A

N.A. - Not Applicable
(Updated on 15 September 2003)

LEARNING OUTCOMES