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In recent years, more and more concerns over the corporate governance of companies, especially listed companies, are raised. Besides, the Stock Exchange of Hong Kong (“HKEx”) has introduced the Corporate Governance Code and Corporate Governance Report (the “Code”), which set out the principles of good governance, and two levels of recommendations: (a) code provisions; and (b) recommended best practices. The listed companies must meet certain requirements to comply with the Code or disclose considered reasons for its deviation. To assist companies to maintain sound corporate governance, in order to sustain and enhance their competitiveness and corporate image in the market, AVISTA could provide the following review services:
 
CG Code Compliance Review
 
It is important for the listed companies to incorporate corporate governance into its management structure and internal control policies and procedures. We, therefore, provide advice to the listed company to establish sustainable and effective corporate governance structure and internal control procedures through performing regular reviews. It would help the listed company to standardize and enhance effectiveness in operational management, and ensure full compliance with the Code.
 
CG Report Disclosure Review
 
According to the Listing Rules of the HKEx, listed companies must include a Corporate Governance Report, which contains all the information set out in the Code in its annual report. Any failure to do so will be regarded as a breach of the Listing Rules. To prevent breaches, we could conduct a disclosure review on compliance with the mandatory corporate governance disclosure requirements under the Companies Ordinance and the Listing Rules for the Corporate Governance Report, as appropriate.

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Corporate Governance (CG) Review

As a listed company in Hong Kong, it is subject to a number of Listing Rules governed by the Stock Exchange, which are used to monitor the behaviour of the listed company. However, the Listing Rules are subject to continuous amendments and updates in accordance with the ever-changing business and regulatory environment. The listed companies might be exhausted in keeping alert to the updates of listing rules. We support the listed companies by providing information about the updates of listing rules and reviewing the client’s corporate governance structure, so as to ensure compliance with the Listing Rules.

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Compliance Review

By going listed, corporations are capable of accessing to the capital market to further diversify and develop companies’ business and enhance their reputation. Launching an IPO project is a complex, time-consuming and rigorous process. The better prepared the company is, the more efficient and less costly the process can be. Undertaking the responsibility to make declaration set out in the Rules Governing the Listing of Securities (the “Listing Rules”), the sponsor is required to carry out due diligence in respect of the listing applicant’s accounting and management systems, including the assessment on the internal controls systems and procedures.
 
AVISTA can provide a Pre-IPO Internal Control Review service for potential IPO candidates so as to assist our client and its sponsor to assess the sufficiency of the finance, system and internal controls procedures of the company. Our experienced professional team has cooperated with a number of clients from various industries in pre-IPO projects to provide professional advice on establishment and/or enhancement of internal control system suitable for listed company.

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Risk Consulting for Initial Public Offering (IPO)

According to the revised Corporate Governance Code and Corporate Governance Report (“Code”), the board is responsible for evaluating and determining the nature and extent of the risks it is willing to take in achieving the listed company’s strategic objectives, and ensuring that the listed company establishes and maintains sound, appropriate and effective risk management and internal controls systems to safeguard shareholders’ investment and the company’s assets. The board should oversee management in the design, implementation and monitoring of the risk management and internal control systems, and management should provide a confirmation to the board on the effectiveness of these systems.
 
AVISTA provides professional advice on the design, efficiency and effectiveness of the risk management and internal control system in order to help the company to establish and maintain a sound and effective risk management system. Our review is carried out in accordance with the “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Risk Management and Internal Control Review 

According to the most updated Corporate Governance Code and Corporate Governance Report (the “Code”), it is recommended that listed companies should have an internal audit function to carry out analysis and independent appraisal of the adequacy and effectiveness of companies’ risk management and internal control systems. Those listed companies without an internal audit function should review the need for one on an annual basis.
 
We provide services including internal audit quality review, reengineering internal audit function, internal audit planning, subject matter expert, as well as relevant trainings.

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Internal Audit 

Depending on situations and jurisdictions, due diligence review could either be a legal standard of care or voluntary investigation. It is typically used in mergers and acquisitions ("M&amp;A"). Both the buyers and sellers could initial due diligence reviews, since both parties have the obligation to assure the legitimacy of the transactions. AVISTA provides different types of due diligence services, ranging from operational due diligence, financial due diligence, environmental due diligence to compliance due diligence.

Due Diligence