Independent Working Group on PAO Amendments for P and VPs Election
Terms of Reference
At its 7th meeting held on 11 October 2019, the Task Force for EGM Resolution 2 resolved to appoint an independent working group to help formulate amendments to the Professional Accountants Ordinance (“PAO”) necessary for the implementation of the election of the President (“P”) and Vice-Presidents (“VPs”) by all members of the Hong Kong Institute of Certified Public Accountants (“the Institute”). HKICPA Council is of the view that regardless of the changes to the election model, the regulatory role of the Institute over the accounting profession should be kept intact.
All members of the independent working group are appointed by the Council. The working group reports to the Council and its recommendations have to be endorsed by the Council. The working group consists of five to seven members, including a lay Council member as a bridge, and a maximum of four to six other members who are not current Council members. The composition must include non-members of the Institute and collectively possess the following skillsets:
• have an in-depth knowledge of the accounting profession and regulatory environment;
• possess knowledge on the legislature and evolution in the functions of the Institute;
• be familiar with how the Council, P and VPs elections operate and preferably election/appointment models of other statutory and regulatory bodies;
• have the expertise and/or experience in corporate governance; and
• have a legal background is helpful.
The independent working group has the authority to engage a suitably-qualified consultant to support the working group to do the drafting of the proposed framework and consultation paper(s).
Terms of Reference
1. Review the Council composition and election model under the PAO, the circumstances and policies leading to the changes to the regulatory model since the establishment of the HKSA/ HKICPA and against such background, examine and recommend the necessary changes to various parts of the election model that would enable the election of the P and VPs by all members with a view to proposing a framework setting out the necessary changes to the provisions in the PAO.
2. Consider the implications, if any, of
(a) the one-member-one-vote election of the P and VPs arrangement on the Institute’s performance of its regulatory and other functions; and
(b) the loss of the statutory right of the lay Council members to vote for the P and VPs.
If there are such implications or concerns, how they could be addressed.
3. If considered appropriate, develop principles and/or draw up rules or guidelines on electioneering by the candidates of the P and VPs election under the proposed framework.
4. Prepare draft public consultation paper(s) on the proposed framework setting out the reasons for the proposed changes, the options considered, their respective implications and the pros and cons of such options.
5. Consider any other issues that are relevant to the PAO amendments for implementing the one-member-one-vote election of the P and VPs as assigned by the Council.