OPERA HONG KONG CODE OF CONDUCT
Ethical Commitment Opera Hong Kong Limited (OHK) (hereafter referred to as the Company) regards decency, fair play, honesty and integrity as core ethical values that must be upheld by all directors and staff1 of the Company at all times. This Code sets out the basic standard of conduct expected of all directors and staff, including but not limited to objectivity and impartiality, accountability for decisions and actions, dedication, professionalism and diligence, and the Company’s policy on the acceptance of advantages and handling of conflicts of interest when dealing with the Company’s business. Non-director members of board committees,Honorary Advisors and Artistic Advisors are also expected to uphold these ethical qualities and uphold the provisions of this Code although they do not have the same legal liabilities as directors and staff of the Company.
Prevention of Bribery Directors and staff of OHK are agents of the Company governed by section 9 of the Prevention of Bribery Ordinance (Cap. 201) (POBO). Under the POBO, any member of the Board or staff who, without the permission of his principal (i.e. the Company), solicits or accepts an advantage as a reward for or inducement to doing any act or showing favour in relation to the latter’s business, commits an offence. The person offering the advantage also commits an offence.
The Company prohibits all forms of bribery and corruption. All directors and staff are prohibited from soliciting, accepting or offering any bribes in conducting the Company’s business or affairs, whether in Hong Kong or elsewhere. In conducting all business or affairs of the Company, they must comply with the Prevention of Bribery Ordinance (POBO) of Hong Kong and must not:-
solicit or accept any advantage from others as a reward for or inducement to doing any act or showing favour in relation to the Company’s business or affairs, or offer any advantage to an agent of another as a reward for or inducement to doing any act or showing favour in relation to his principal’s business or affairs;
offer any advantage to any public servant (including a Government/ public body employee) as a reward for or inducement to his performing any act in his official capacity or his showing any favour or providing any assistance in business dealing with the Government/ a public body; or
offer any advantage to any staff of a Government department or public body while they are having business dealings with the latter.
(The relevant provisions of the POBO are at Annex 1.) Solicitation and Acceptance of Advantage Directors and staff should not solicit or accept any advantage for themselves or others, from any person, company or organisation having business dealings with the Company or any subordinate, except that they may accept (but not solicit) the following when offered on a voluntary basis:-
advertising or promotional gifts or souvenirs of a nominal value; or
“Staff” cover full-time, part-time and temporary staff, except where specified.
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gifts given on festive or special occasions, subject to a maximum limit of HK$500 in value; or
discounts or other special offers given by any person or company to them as customers, on terms and conditions equally applicable to other customers in general.
Gifts or souvenirs described in paragraph 4(a) that are presented to directors and staff at official functions are deemed to be offers to the Company. The directors and staff concerned should report the acceptance of such gifts or souvenirs to the Company and seek direction as to how to handle them from the General Manager using Form A (Annex 2). If a director or staff member wishes to accept any advantage not covered in paragraph 4, he/she should also seek permission from the General Manager using Form A. Where this cannot be done (e.g. due to protocol reasons or the need to avoid causing offence or embarrassment, such as where a gift is offered/ presented to a Director or staff when attending a ceremonial occasion in his/her official capacity), he should return it to the Company and follow the guidelines set out at Annex 2 for the disposal of gifts/ souvenirs received.
A director or staff member should decline an offer of advantage if the acceptance could affect his/her objectivity in conducting the Company’s business or induce him/her to act against the interests of the Company, or acceptance will likely lead to perceptions or allegations of impropriety.
If a director or staff member has to act on behalf of a client in the course of carrying out the Company’s business, he/she should also comply with any additional restrictions on acceptance of advantage that may be set by the client (e.g. directors and staff members performing any duties under a government or public body contract will normally be prohibited from accepting advantages in relation to that contract).
Offer of Advantage Directors and staff are prohibited from offering advantages to any director, staff member or agent of another company or organisation, for the purpose of influencing such person in any dealing, or any public official, whether directly or indirectly through a third party, when conducting the Company’s business. Even when an offer of advantage carries no intention of improper influence, it should be ascertained that the intended recipient is permitted by his employer/principal to accept it under the relevant circumstance before the advantage is offered.
Sponsorship Offered to Directors and Staff in Their Official Capacity 9. Directors or staff may be offered sponsorship in their official capacity by persons/ organisations other than the Company itself for official purposes such as attending local/ overseas conferences and conventions. Such sponsorship should be regarded as sponsorship offered to the Company and referred to the Company for consideration of acceptance. 10. The Company will consider whether it is appropriate to accept the offer and, if the Company decides to accept the sponsorship, it will select a suitable Director/ staff to attend the sponsored activity on its behalf. In considering whether to accept the sponsorship offer, the following general criteria are relevant:-
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acceptance of the sponsorship will benefit the Company as a whole;
acceptance of the sponsorship will not bring the Company into any disrepute;
acceptance of the sponsorship will not give rise to any expressed or implied obligation towards the offeror;
acceptance of the sponsorship will not give rise to any actual or perceived conflict of interest (e.g. the offeror is a supplier / contractor bidding for the Company’s contracts);
the sponsor will not be given or be perceived to derive an unfair advantage over other persons or organisations.
Entertainment 11. Although entertainment2 is an acceptable form of business and social behaviour, a director or staff member should avoid accepting lavish or frequent entertainment from persons with whom the Company has business dealings (e.g. suppliers or contractors) or from his/her subordinates to avoid placing himself/herself in a position of obligation. 12. Directors and staff should not accept lavish, or unreasonably generous or frequent entertainment, or indeed any entertainment which is likely to give rise to any potential or real conflicts of interest, put the Directors or staff in an obligatory position in the discharge of their duties, compromise their impartiality or judgement, or bring them or the Company into disrepute bearing in mind public perceptions. When offered entertainment, a Director or staff should consider whether the entertainment offered could be regarded as:-
excessive – taking into account its value, substance, frequency and nature;
inappropriate – considering the relationship between the Director or staff and the offeror (e.g. the offeror is bidding for the Company’s contract); or
undesirable – considering the character or reputation of the host or known attendees.
Records, Accounts and Other Documents 13. Directors and staff should ensure that all records, receipts, accounts or other documents they submit to the Company give a true representation of the facts, events or business transactions as shown in the documents. Intentional use of documents containing false information to deceive or mislead the Company, regardless of whether there is any gain or advantage involved, may constitute an offence under the POBO. Compliance with Laws of Hong Kong and in Other Jurisdictions Directors or staff must comply with all local laws and regulations when conducting the Company’s business, and also those in other jurisdictions when conducting business
According to the POBO, “entertainment” means the provision of food or drink, for consumption on the occasion when it is provided, and of any other entertainment connected with or provided at the same time as the provision of food or drink. 2
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there or where applicable3. Conflict of Interest Directors and staff should avoid any conflict of interest situation (i.e. a situation where their private interests conflict with the Company’s interest) or the perception of such conflicts. When an actual or potential conflict of interest arises, the director should make a declaration to Exco using the Declaration of Interest Statement in Appendix 4 of the Corporate Governance Manual and a staff member should make a declaration to Exco using Form B (Annex 3).
Some common, but by no means exhaustive, examples of conflict of interest are described below :-
A director or staff member who conducts or has an interest in business transactions involving the supply of goods or services4 to the Company.
A director or staff member, who is involved in a procurement exercise, is closely related to or has financial interest in the business of a supplier or contractor who is being considered for selection by the Company.
A director or staff member, who is involved in a tendering exercise, gives advice to a contractor or supplier participating in this exercise.
A director or staff member of the Company who has a financial interest in a company whose quotation or tender is under consideration by the Board.
A staff member (full-time or part-time) who is undertaking part-time work with or providing consultancy services to a contractor whom he/she is responsible for monitoring.
One of the candidates under consideration in a recruitment or promotion exercise is a family member, a relative or a close personal friend of the director or staff member involved in the process.
17. There are circumstances in which a tie of kinship or friendship, or some other association or loyalty which does not give rise to a financial interest, can influence the judgement of a Director or staff member in discharging his official duties, or may reasonably be perceived as having such an influence. As such, a Director’s or staff member’s duty to avoid or declare a conflict of interest goes beyond the disclosure of interests that are definable in pecuniary terms. Directors Bidding for Supply of Goods / Services to the Company 18. As a matter of principle, Directors should avoid entering into any business relationship with the Company in their personal capacity to prevent the perception of impropriety of Directors using their capacity as Directors to obtain financial gains from the Company. Where this is unavoidable, Directors shall adhere to the guidelines on managing possible conflict of interest in bidding for supply of goods/services to the
Some other countries’ anti-bribery laws have provisions with extra-territorial effect, e.g. the UK’s Bribery Act 2010, the USA’s Foreign Corrupt Practices Act. 4 For the avoidance of doubt, the provision of services to the Company includes the audition and selection of artists and the selection of design and production services for the Company’s productions. 3
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Company as set out in Annex 4. Misuse of Official Position, Company Assets and Information 19. Directors and staff must not misuse their official position in the Company to pursue their own private interests, which include both financial and personal interests and those of their family members, relatives or close personal friends. 20. Directors shall particularly ensure that an open, fair and competitive mechanism is adopted for the procurement of goods/ services/ assets, sale of assets and recruitment of staff for the Company. Further details of the Company’s staff recruitment policies and procdures and procurement policies and procedures are set out in the Staff Handbook and Procurement Manual. 21. Directors and staff in charge of or having access to any Company assets, including funds, property, information, and intellectual property, should use them solely for the purpose of conducting the Company’s business. Unauthorised use, such as misuse for personal interest, is strictly prohibited. 22. Directors and staff should not disclose any classified information of the Company without authorisation or misuse any Company information (e.g. unauthorised sale of the information). Those who have access to or are in control of such information, including information in the Company’s computer system, should protect the information from unauthorised disclosure or misuse. Special care should also be taken in the use of any personal data, including directors’, staff members’ and customers’ personal data, to ensure compliance with the Personal Data (Privacy) Ordinance. Outside Employment 23. If a staff member wishes to take up employment outside the Company, he must seek the prior written approval of Exco. In deciding whether or not to give approval, Exco should consider whether the outside employment would give rise to a conflict of interest with the staff member’s duties in the Company or the interests of the Company. Gambling 24. Directors and staff are advised not to engage in frequent gambling activities (e.g. mahjong) with persons having business dealings with the Company. Loans 25. Directors and staff should not accept any loan from, or through the assistance of, any individual or organisation having business dealings with the Company. There is, however, no restriction on borrowing from licensed banks or financial institutions. Reporting Suspected Criminal Offences and Irregularities 26. A Director and staff should report, either directly or through the General Manager or Chairman of the Board as appropriate, all instances of crime or alleged crime discovered in the course of his official duties to the appropriate law enforcement authority at the first practicable opportunity. He should avoid making any enquires or taking any action that may hinder or frustrate subsequent investigation by the law 19-Aug-20 3:39 PM
enforcement authority concerned. 27. A Director and staff member should also report other irregularities observed in the course of their official duties to the General Manager or Chairman of the Board as appropriate. All such reports should be treated in the strictest confidence. Compliance with the Code 28. It is the responsibility of every director, non-director board committee member and staff member of the Company to understand and comply with this Code, irrespective whether performing his/her duties to the Company in or outside Hong Kong. Managers and supervisors should also ensure that the staff under their supervision understand well and comply with this Code. Under no circumstances will ignorance, either real or alleged, of the contents of this Code be accepted as an excuse for non-compliance with the Codeâ€™s provisions. 29. Any director and non-director board committee member in breach of this Code will have their appointments terminated. Any staff member in breach of this Code will be subject to disciplinary action, including termination of employment . Any enquiries about this Code or reports of possible breaches of this Code should be made to the General Manager or the Chairman of the Board as appropriate. In cases of suspected corruption or other criminal offences, a report should be made to the appropriate authority. Review 30.
This Code is subject to review and revision from time to time by the Company. ~END~
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ANNEX 1 - Extracts of the Prevention of Bribery Ordinance (Cap. 201) Section 9 (1) Any agent who, without lawful authority or reasonable excuse, solicits or accepts any advantage as an inducement to or reward for or otherwise on account of his— (a) doing or forbearing to do, or having done or forborne to do, any act in relation to his principal’s affairs or business; or (b) showing or forbearing to show, or having shown or forborne to show, favour or disfavour to any person in relation to his principal’s affairs or business, shall be guilty of an offence. (2)
Any person who, without lawful authority or reasonable excuse, offers any advantage to any agent as an inducement to or reward for or otherwise on account of the agent’s—
(b) showing or forbearing to show, or having shown or forborne to show, favour or disfavour to any person in relation to his principal’s affairs or business, shall be guilty of an offence. (3) Any agent who, with intent to deceive his principal, uses any receipt, account or other document— (a) in respect of which the principal is interested; and (b) which contains any statement which is false or erroneous or defective in any material particular; and (c) which to his knowledge is intended to mislead the principal, shall be guilty of an offence. If an agent solicits or accepts an advantage with the permission of his principal, being permission which complies with subsection (5), neither he nor the person who offered the
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(5) For the purposes of subsection (4) permission shall— (a) be given before the advantage is offered, solicited or accepted; or (b) in any case where an advantage has been offered or accepted without prior permission, be applied for and given as soon as reasonably possible after such offer or acceptance, and for such permission to be effective for the purposes of subsection (4), the principal shall, before giving such permission, have regard to the circumstances in which it is sought.
(a) doing or forbearing to do, or having done or forborne to do, any act in relation to his principal’s affairs or business; or
advantage shall be guilty of an offence under subsection (1) or (2).
(1) Any person who, whether in Hong Kong or elsewhere, without lawful authority or reasonable excuse, offers any advantage to a public servant as an inducement to or reward for or otherwise on account of that public servant's(a) performing or abstaining from performing, or having performed or abstained from performing, any act in his capacity as a public servant; (b) expediting, delaying, hindering or preventing, or having expedited, delayed, hindered or prevented, the performance of an act, whether by that public servant or by any other public servant in his or that other public servant's capacity as a public servant; or (c) assisting, favouring, hindering or delaying, or having assisted, favoured, hindered or delayed, any person in the transaction of any business with a public body, shall be guilty of an offence. (3) If a public servant other than a prescribed officer solicits or accepts an advantage with the permission of the public body of which he is an employee being permission which complies with subsection (4), neither he nor the person who offered the advantage shall be guilty of an offence under this section.
Extracts of the Prevention of Bribery Ordinance (Cap. 201) (Cont’d) Section 2
“Advantage” means :
Any person who, without lawful authority or reasonable excuse, while having dealings of any kind with the Government through any department, office or establishment of the Government, offers any advantage to any prescribed officer employed in that department, office or establishment of the Government, shall be guilty of an offence.
Any person who, without lawful authority or reasonable excuse, while having dealings of any kind with any other public body, offers any advantage to any public servant employed by that public body, shall be guilty of an offence.
(a) any gift, loan, fee, reward or commission consisting of money or of any valuable security or of other property or interest in property of any description; (b) any office, employment or contract; (c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part; (d) any other service, or favour (other than entertainment), including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted; (e) the exercise or forbearance from the exercise of any right or any power or duty; and (f) any offer, undertaking or promise, whether conditional or unconditional, of any advantage within the meaning of any of the preceding paragraphs (a), (b), (c), (d) and (e),
Section 19 In any proceedings for an offence under this Ordinance, it shall not be a defence to show that any such advantage as is mentioned in this Ordinance is customary in any profession, trade, vocation or calling.
but does not include an election donation within the meaning of the Elections (Corrupt and Illegal Conduct) Ordinance (Cap. 554), particulars of which are included in an election return in accordance with that Ordinance. “Entertainment” means : The provision of food or drink, for consumption on the occasion when it is provided, and of any other entertainment connected with, or provided at the same time as, such provisions.
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ANNEX 2 - GUIDELINES FOR HANDLING GIFTS / SOUVENIRS GIVEN TO DIRECTORS AND STAFF IN THEIR OFFICIAL CAPACITY All gifts / souvenirs received by Directors and staff in their official capacity should be reported to the General Manager for disposal in the following manner:(a) If the gift/ souvenir is of perishable nature (e.g. food, drink), it may be shared among service recipients, donated to a charitable organisation or, when this is not practical, shared among staff of the Company on a suitable occasion. (b) If the gift/ souvenir is a useful item, it may be kept for use by the Company or donated to another charitable organisation. (c) If the gift/ souvenir is suitable for display (e.g. a painting, vase etc.), it may be displayed at appropriate locations in the Company premises. (d) If the gift/ souvenir is of low value, it may be donated as a prize in functions organised by the Company. (e) If the gift/ souvenir is a personal item of low value, such as a plaque or pen inscribed with the name of the recipient, it may be retained by the recipient. (f) If the gift/ souvenir is distributed to all participants in public activities, such as a ball pen, file folder or key clasp, etc, it may be retained by the recipient. (g) Any gift/ souvenir of high value should be reported to Exco and returned to the offeror as far as possible.
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ANNEX 2 – FORM A
OPERA HONG KONG REPORT ON GIFTS/ADVANTAGES RECEIVED
Part A – To be completed by Receiving Staff To:
Description of offeror: Name and Title: Company: Relationship (Business/ Personal) Occasion on which the gift/ advantage was/ is to be received: Description & (accessed) value of the gift/ advantage: Suggested Method of Disposal:
( ) To be retained by the Receiving Staff ( ) To be retained for use/ display/ as a souvenir in the office ( ) To be shared among service recipients or the Office ( ) To be reserved as lucky draw prize at staff functions ( ) To be donated to a charitable organization ( ) To be returned to Offeror ( ) Others (please specify) __________________________________ (Name of Receiving Staff) (Title / Department)
-----------------------------------------------------------------------------------------------------------------------Part B – To be completed by the General Manager To :
(Name of Receiving Staff)
The recommended method of disposal is *approved / not approved. *The gift/advantage concerned should be disposed of by way of: __________________________ ________________________________________________________________________________
__________________________________________ (Name/ Title) (General Manager)
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Annex 3 – FORM B
OPERA HONG KONG DECLARATION OF CONFLICT OF INTEREST
Part A – Declaration (To be completed by Declaring Staff ) To:
Executive Committee via General Manager I would like to report the following actual/potential* conflict of interest situation arising during the discharge of my official duties:Persons/companies with whom/which I have official dealings My relationship with the persons/companies (e.g. relative) Relationship of the persons/companies with our Company (e.g. supplier) Brief description of my duties which involved the persons/companies (e.g. handling of tender exercise)
_____________________________ (Name of Declaring Staff) (Date) (Title / Department) -----------------------------------------------------------------------------------------------------------------------Part B – Acknowledgement (To be completed by Exco) To:
(Declaring Staff) via General Manager Acknowledgement of Declaration The information contained in your declaration form of (Date) is noted. It has been decided that:❑You should refrain from performing or getting involved in performing the work, as described in Part A, which may give rise to a conflict. ❑You may continue to handle the work as described in Part A, provided that there is no change in the information declared above, and you must uphold the Company’s interest without being influenced by your private interest. ❑Others (please specify) : ____________________________________________
____________________________________ (Name/ Title) Executive Committee, OHK
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ANNEX 4 - Measures to Manage Possible Conflict of Interest Arising from Directors Bidding for Supply of Goods / Services
(1) When a procurement need is discussed, Directors should be asked at the outset to declare whether they or any company associated with them are interested in bidding for the supply of goods / services.
(2) Directors who have declared an interest to bid should not take part or be present at any subsequent discussions or meetings concerning the proposed procurement, and should be prohibited from access to any information in relation to the procurement (other than in the capacity of a bidder).
(3) Directors who have not declared an interest to bid (and the companies concerned) should not be allowed to bid subsequently.
(4) When a Director (or a company associated with him) has expressed an interest to
bid, the Board should ascertain whether any information relating to the tender / quotation has already come to the possession of the Director in the course of his duties as a Director. If so, such information should be made available to other bidders as well to ensure a level playing field.
(5) If a Director (or a company associated with him) has put in a bid / quotation, care should be taken to ensure that he subsequently has no access to the submitted tender documents / quotations which may contain commercially sensitive information.
(6) Biddersâ€™ identities should be anonymised before the evaluation of bids if a Director (or a company associated with him) is one of the bidders.
(7) If a Director (or a company associated with him) is successful in bidding for the
supply of goods / services, he should withdraw from all related discussions, except when attending in the capacity of a supplier or a service-provider.
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