[{"id":"2242e122-75fc-4ed0-9a4b-99c6c5a8e70d","order":1,"text":"CHARITY GOVERNANCE AND CONFLICT OF INTEREST POLICY","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"069870dc-4a06-46dd-89e2-64ea07d892cc","order":2,"text":"[Full name of the organisation]","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9b9b70bc-c5da-4f8e-a8b8-cffc6dbf4919","order":3,"text":"Governance framework, declaration and management of interests, register of interests and reserves policy","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"37fc1f21-6825-4b94-88d1-40698068c750","order":4,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1dfc9dcc-26d6-448a-a07f-b7f6a911fafd","order":5,"text":"The Organisation is a company limited by guarantee incorporated in Hong Kong, and is at all times to be administered exclusively for purposes which are charitable according to the law of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fff390b-ca79-464f-acc2-b27d2da1adee","order":6,"text":"It is subject to the provisions of the Companies Ordinance (Cap. 622), including the duty of a director to exercise reasonable care, skill and diligence codified by that Ordinance and the fair dealing requirements of Part 11 of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a company limited by guarantee incorporated in Hong Kong","type":"add","operator":"="}]},{"id":"ec949613-5650-46b4-b1c4-6490f265cad8","order":7,"text":"It is registered under the Societies Ordinance (Cap. 151) and is subject to the provisions of that Ordinance and to the conditions of its registration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a society registered under the Societies Ordinance","type":"add","operator":"="}]},{"id":"024adade-53c0-4713-956a-d49c7590bc4f","order":8,"text":"It is constituted by a trust deed, and the Members of the Governing Body are trustees subject to the general law of trusts as it applies in Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a trust established by deed and governed by the laws of Hong Kong","type":"add","operator":"="}]},{"id":"d8665f5f-cb85-499e-8c69-83b39779117c","order":9,"text":"The registered office of the Organisation is situate at [Registered office address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a company limited by guarantee incorporated in Hong Kong","type":"add","operator":"="}]},{"id":"9b93b80f-8575-49a8-ae9d-ab1f91303499","order":10,"text":"The principal office of the Organisation in Hong Kong is situate at [Principal office address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a society registered under the Societies Ordinance","type":"add","operator":"="},{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a trust established by deed and governed by the laws of Hong Kong","type":"add","operator":"="}]},{"id":"1138f236-42f7-48b7-9013-91379dfb121e","order":11,"text":"The Organisation has been granted exemption from tax as a charitable institution or trust of a public character under section 88 of the Inland Revenue Ordinance (Cap. 112), under Inland Revenue Department file reference [IRD file reference].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f5ffdc6a-11da-45d1-9dd6-fe88c91cab5a","value":"approved","type":"add","operator":"="}]},{"id":"82430a94-8753-4941-ad2f-bce717fb9c17","order":12,"text":"The Organisation has applied, or intends to apply, for recognition as a charitable institution or trust of a public character exempt from tax under section 88 of the Inland Revenue Ordinance (Cap. 112), and intends to conduct its affairs so as to satisfy the requirements of the Inland Revenue Department in that behalf.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f5ffdc6a-11da-45d1-9dd6-fe88c91cab5a","value":"pending","type":"add","operator":"="}]},{"id":"c1572e55-ddb4-4341-b432-5da2c66fa9b9","order":13,"text":"The Governing Body is responsible for the governance, control and management of the administration of the Organisation, and for ensuring that its income and property are applied solely in furtherance of its charitable purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cca4ec8e-5003-4d7b-84d0-caf4a4baa017","order":14,"text":"The Governing Body considers it necessary and desirable to record in writing the standards of governance which it observes, the procedure for the declaration and management of conflicts of interest, the form of the register of interests, and the policy of the Organisation as to the holding of reserves.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"122c1a58-86a3-451a-b33f-4400bb38ccbe","order":15,"text":"This Policy is intended to reflect the standards of governance expected of charitable institutions in Hong Kong, including those reflected in the guidance published by the Inland Revenue Department and in the governance and accountability requirements applied by the Social Welfare Department to the bodies which it funds, and to supplement, and not to derogate from, the Governing Instrument and the general law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4927189a-cc37-444a-9804-77e86c03735e","order":16,"text":"NOW THEREFORE the Governing Body HEREBY RESOLVES AND DECLARES as follows.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2e725bb7-994b-4f5b-979c-242fd9da43bf","order":17,"text":"1. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"e503d2c0-8b7b-464a-9d13-5250b1ef80df","order":18,"text":"In this Policy, unless the context otherwise requires, the following expressions have the following meanings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7bcf352b-dcac-4952-9f60-e721a34e20fe","order":19,"text":""the Organisation" means [Full name of the organisation], being the charitable body to which this Policy relates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff36420f-09ce-4b86-8429-735aa9ad693b","order":20,"text":""the Governing Body" means the Board of Directors of the Organisation, being the body of persons having the general control and management of the administration of the Organisation; and "Member of the Governing Body" is to be construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d1b16f48-2fd5-4a3c-9602-914c1307bde3","order":21,"text":""the Governing Instrument" means the articles of association of the Organisation for the time being in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a company limited by guarantee incorporated in Hong Kong","type":"add","operator":"="}]},{"id":"424732dd-dde5-43d7-941b-ec8842199ca5","order":22,"text":""the Governing Instrument" means the constitution or rules of the Organisation for the time being in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a society registered under the Societies Ordinance","type":"add","operator":"="}]},{"id":"bec5ce56-f4a1-4486-81d0-6fe5fae57e22","order":23,"text":""the Governing Instrument" means the trust deed by which the Organisation is constituted, together with every deed supplemental to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a trust established by deed and governed by the laws of Hong Kong","type":"add","operator":"="}]},{"id":"7e5ae39f-0c09-4431-8862-47c3ca1e1ae3","order":24,"text":""Senior Management" means the chief executive of the Organisation, by whatever title known, and every person reporting directly to him or her, together with every person having authority to commit the funds of the Organisation beyond a limit fixed by the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7432f8f6-5ee6-44ea-8106-516f1175d77f","order":25,"text":""Connected Person" means, in relation to a Member of the Governing Body or a member of the Senior Management of the Organisation, any of the following persons:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"53bb2caf-5763-4127-9552-f9f33a0ff9e0","order":26,"text":"— his or her spouse, parent, child, brother or sister, or the spouse of any of them, and any person with whom he or she cohabits as if a spouse;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9e746478-35ba-474c-98d6-3048f58a45d0","order":27,"text":"— any firm of which he or she, or any person mentioned above, is a partner;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"973260bf-d2d7-47da-90e6-c27a909b2528","order":28,"text":"— any body corporate of which he or she is a director or shadow director, or in which he or she, alone or together with any person mentioned above, holds a substantial interest; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fce3c8cc-a529-4fe6-b5ab-808eaa0f8abc","order":29,"text":"— any trust of which he or she is a trustee or a beneficiary, otherwise than as a member of a class consisting of the general public or of a substantial section of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54f9b0b1-3055-4b45-94fd-c5eb723b0298","order":30,"text":""Conflict of Interest" means any situation in which the personal, professional, financial or other interest of a Member of the Governing Body, or the interest of a Connected Person, conflicts, may conflict, or may reasonably be perceived to conflict, with the interests of the Organisation or with the duty owed by that Member to the Organisation; and includes a conflict of loyalties arising from any office, employment or appointment held with any other body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"15b9d9ef-cef7-45d3-8879-05ac66c23e73","order":31,"text":""Interest" includes any direct or indirect interest, whether pecuniary or otherwise, and whether actual, potential or perceived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6f350d9d-fa0e-454b-9a3f-ac1f99b80563","order":32,"text":""the Register" means the register of interests, and the register of gifts, advantages and hospitality, maintained under this Policy in the form set out in the Second Schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4138abbf-5c3a-477e-9086-25c51cf32cbf","order":33,"text":""Reserves" means the unrestricted funds of the Organisation which are freely available to be spent on any of its charitable purposes, excluding restricted funds, endowment funds, funds designated by the Governing Body for a specified purpose and amounts represented by fixed assets held for the Organisation's own use.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec771b23-1708-41e6-9d35-aefad3b2838f","order":34,"text":""Financial Year" means the financial year of the Organisation, ending on [31 March] in each year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"692ee0dd-f58a-4e04-b61f-2196834467da","order":35,"text":""in writing" includes any communication by electronic means which is capable of being reproduced in legible form and of being retained by the recipient.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ddaf99e-b258-445f-8ada-be543536da5b","order":36,"text":"Words importing the singular include the plural and vice versa, and words importing one gender include every gender.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c80d877-94d0-497b-a0f7-9be83c22b64f","order":37,"text":"A reference to an Ordinance is a reference to that Ordinance as amended, extended or re-enacted from time to time, and includes any subsidiary legislation made under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b819c7a-3a7d-46f5-b91b-c3fabcfcab00","order":38,"text":"The headings in this Policy are for convenience only and do not affect its construction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"95570e74-0f24-46aa-9c5c-14c99f67aa36","order":39,"text":"This Policy is supplemental to the Governing Instrument and to the general law. In the event of any inconsistency between this Policy and the Governing Instrument, the Governing Instrument prevails; and if any provision of this Policy is or becomes invalid or unenforceable, the remaining provisions continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b72c5871-f029-4d5e-a1be-f71a03e602b2","order":40,"text":"2. STATUS, PURPOSES AND APPLICATION OF PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"02e87f54-02c4-4df4-afbc-922c5e21fdf6","order":41,"text":"The income and property of the Organisation, howsoever derived, must be applied solely in furtherance of the charitable purposes set out in the Governing Instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e113bfc6-91b6-4f14-8199-3f4a2d3d2973","order":42,"text":"No part of the income or property of the Organisation may be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to any member of the Organisation or to any Member of the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"136cb941-93cb-48fb-bc53-ebed1769d5ec","order":43,"text":"Nothing in this Policy prevents the payment in good faith of reasonable and proper remuneration to any officer or employee of the Organisation who is not a Member of the Governing Body for services actually rendered, the reimbursement of out-of-pocket expenses properly and reasonably incurred, or the payment of reasonable interest on money lent or of reasonable rent for premises let by a Member of the Governing Body, subject in every case to the Governing Instrument and to the provisions of this Policy relating to Conflicts of Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79e6f94d-8bc6-4954-b146-074c203ee5d3","order":44,"text":"The Governing Body must ensure that the activities of the Organisation remain within its charitable purposes, that its funds are not applied for any political purpose, and that no part of its funds is applied for the benefit of any private individual otherwise than as a proper object of its charity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e7f849d-afb5-4f23-b45c-181636a64ddc","order":45,"text":"The resources of the Organisation must be directed towards charitable works. The Organisation must act lawfully at all times and must not engage in, or support, any act or activity which is unlawful or contrary to the interests of national security; and the Governing Body must satisfy itself, before approving any activity, partnership or grant, that this requirement is observed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78c2aad6-1d3f-4169-93b3-148b9aa58317","order":46,"text":"The Organisation must remain subject to the jurisdiction of the courts of Hong Kong, that being a condition of recognition as a charitable institution or trust of a public character exempt from tax.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9e4a6a76-e482-4178-983c-329bb5e7444a","order":47,"text":"The Governing Body must ensure that any amendment of the Governing Instrument affecting the charitable purposes of the Organisation, the application of its income and property, the prohibition on the distribution of profits or the disposal of its assets upon dissolution is notified to the Inland Revenue Department in accordance with the requirements applicable to charitable institutions and trusts of a public character exempt from tax under section 88 of the Inland Revenue Ordinance (Cap. 112).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f0c3aa4a-77ab-4d03-a45b-b6f37a1f2414","order":48,"text":"Upon the dissolution or winding up of the Organisation, its remaining property must be transferred to one or more charitable institutions or trusts of a public character having objects similar to those of the Organisation, in accordance with the Governing Instrument, and may not be distributed among the members of the Organisation or the Members of the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f6b37f0-33a5-4523-9ff5-983eb6ad895c","order":49,"text":"3. TRADING ACTIVITIES AND SUBSIDIARY BODIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"f91c8ecb-82dd-4c26-8e2c-decdd5d61a1d","order":50,"text":"The Organisation may carry on a trade or business only where each of the following conditions is satisfied, so that the profits of that trade or business are exempt from profits tax under the proviso to section 88 of the Inland Revenue Ordinance (Cap. 112):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"224a0f39-835b-4ab2-8265-60ce7fecbc9c","order":51,"text":"— the profits are applied solely for the charitable purposes of the Organisation;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6dc4ea4e-a083-424b-89e1-087bbf7944dd","order":52,"text":"— the profits are not expended substantially outside Hong Kong; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ca480b9-d7b3-41fc-a0c7-93daf525d8ea","order":53,"text":"— either the trade or business is exercised in the course of the actual carrying out of an expressed object of the Organisation, or the work in connection with it is mainly carried on by persons for whose benefit the Organisation is established.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"941062b3-4e8f-41a5-b3de-b83e0a802670","order":54,"text":"The mere fact that the profits of a trade or business are afterwards applied for charitable purposes does not, of itself, satisfy those conditions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c507f1e-7266-4ec2-a1e6-1c19a4c497cb","order":55,"text":"Before the Organisation carries on any trade or business which does not satisfy those conditions, the Governing Body must obtain professional advice, must consider whether the trade should be carried on through a separate body, and must record its decision and the advice received in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0bd8da66-0026-420a-b33d-5e4c7e7f4845","order":56,"text":"Where the Organisation establishes, controls or participates in the governance of a subsidiary or any other body, the Governing Body must record in writing the purpose of that body, the relationship between it and the Organisation, the arrangements for its governance and reporting, and the arrangements for the management of any Conflict of Interest arising from common membership of the two governing bodies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"326d97fb-b06d-424a-b354-799dbc24196a","order":57,"text":"A Member of the Governing Body who is also a director, trustee or officer of such a body must declare that Interest in accordance with this Policy, and must recuse himself or herself from any decision in which the interests of the two bodies may conflict, including any decision as to funding, the terms of any agreement between them, or the appointment or removal of officers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae3312e6-6d11-48c5-87ac-51796e651f38","order":58,"text":"4. COMPOSITION AND ROLE OF THE GOVERNING BODY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"73ed4a5c-0fe5-476e-9923-45c464784554","order":59,"text":"The Governing Body is collectively responsible for the governance of the Organisation. Its role is to determine the strategic direction of the Organisation, to safeguard its assets and its reputation, to ensure compliance with the Governing Instrument and with all applicable legal and regulatory requirements, and to hold the management of the Organisation to account.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c41044d3-fa9a-4995-9226-334ea39bb52c","order":60,"text":"In particular, the Governing Body is responsible for:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64447192-3412-4448-91b5-ad865626ef81","order":61,"text":"— determining and periodically reviewing the vision, mission, strategy and principal activities of the Organisation;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2ce9136-4cbf-4614-96c2-c8970c683a3a","order":62,"text":"— approving the annual budget, the annual financial statements and the annual report, and monitoring financial performance against budget;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f98137f5-a95e-47f4-9938-9407195f3034","order":63,"text":"— ensuring that the Organisation maintains adequate systems of internal control, risk management and financial governance;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f156c14-4e39-4da5-9b0c-8618633a782a","order":64,"text":"— appointing, supervising, appraising and, where necessary, removing the most senior member of the executive management of the Organisation, and approving the terms of his or her engagement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6dbab3a1-6456-4213-8901-f8c1c27eec99","order":65,"text":"— ensuring that the Organisation complies with the Governing Instrument, with this Policy and with every applicable Ordinance, licence, permit and condition of funding;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b9c174b-7b74-4148-968a-697696cd7c40","order":66,"text":"— ensuring the proper stewardship of the property of the Organisation, including its Reserves;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b2244eb0-b5ed-4d45-95a2-07d2c6a27b6c","order":67,"text":"— overseeing the identification, declaration and management of Conflicts of Interest; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d52102d3-7112-4702-9abe-8049ff1f8701","order":68,"text":"— ensuring that proper records, books of account and minutes are kept.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac8618e1-1d9c-4d3f-8cfe-0c91300a1e84","order":69,"text":"Each Member of the Governing Body must be appointed, and must hold and vacate office, in accordance with the Governing Instrument. The Governing Body must keep under review its own size, composition and balance of skills, experience, independence and diversity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c74d3c4e-b2a5-4084-8c8d-c2bbb5c6adfb","order":70,"text":"No person may be appointed, or continue to act, as a Member of the Governing Body who is disqualified from acting as a director or trustee under any applicable law, who is an undischarged bankrupt, or who has been convicted of an offence involving fraud or dishonesty, unless the Governing Body, having considered the matter and recorded its reasons, resolves otherwise and no rule of law prevents the appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be37a5e7-2542-4ea5-aa6a-bc5d3c916406","order":71,"text":"Every newly appointed Member of the Governing Body must be given an induction covering the purposes and activities of the Organisation, the Governing Instrument, the most recent financial statements, this Policy and the duties described in it, and must complete a declaration of interests in the form set out in the First Schedule before or upon taking office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8629b4f2-f285-45dd-b81c-33f021f67658","order":72,"text":"The Governing Body must make provision for the continuing education of its members upon their duties and upon developments affecting the Organisation, and must record the training undertaken.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78679c60-ff7f-444e-aae6-77c83da86837","order":73,"text":"5. TERM OF OFFICE, ATTENDANCE AND VACATION OF OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"9a13d283-c1f1-4731-bf05-16cbbe3bc1bc","order":74,"text":"Each Member of the Governing Body holds office for the term provided by the Governing Instrument and is eligible for re-appointment in accordance with it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a312b66-4910-4cba-a86f-64a1702b5a20","order":75,"text":"No person is to be nominated, appointed or re-appointed as a Member of the Governing Body where the appointment would result in a continuous period of service exceeding nine years, unless the Governing Body resolves, before the expiry of that period and for reasons recorded in the minutes, that the continued service of that person is in the best interests of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df7723b1-f46f-4fed-a72c-faaf358a224e","order":76,"text":"No person may hold the office of Chairperson or of Treasurer for a continuous period exceeding six years, unless the Governing Body resolves otherwise and records its reasons in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ea21f109-9dc3-4c7b-bd92-a3b9d050f8ee","order":77,"text":"A Member of the Governing Body who is absent, without leave of the Governing Body, from three consecutive meetings of the Governing Body vacates office where the Governing Instrument so provides or permits; and in any other case the Governing Body must consider whether to invite the resignation of that member or to propose his or her removal in accordance with the Governing Instrument. In either case the Governing Body may resolve otherwise, recording its reasons in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"485afbdb-216e-415e-828b-bb9b6b922365","order":78,"text":"The office of a Member of the Governing Body is also vacated upon his or her death, upon resignation by notice in writing delivered to the Secretary, upon his or her becoming disqualified under this Policy or by law, or upon removal in accordance with the Governing Instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"910c97cd-fd6a-46dd-bde3-a6d433b4f12c","order":79,"text":"A person who ceases to be a Member of the Governing Body must forthwith deliver to the Organisation all property, records, documents and confidential information of the Organisation in his or her possession or under his or her control, and must continue to observe the obligations of confidentiality imposed by this Policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a8fe762-d2a8-4e05-a7a2-79629831b7e3","order":80,"text":"The Governing Body must plan for the succession of its members and of its office bearers, and must review the succession plan at least once in each Financial Year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cbd2a214-76da-4b4b-9ac0-947c4c8f9b6a","order":81,"text":"6. OFFICE BEARERS, COMMITTEES AND DELEGATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"77b765a3-cffe-468a-b2b7-93853417a5ff","order":82,"text":"The Governing Body must appoint from among its members a Chairperson and a Treasurer, and must appoint a Secretary, who may or may not be a Member of the Governing Body. The offices of Chairperson and Treasurer may not be held by the same person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ae424dd-3118-43cf-80c3-135c621914a2","order":83,"text":"The Chairperson is responsible for the leadership of the Governing Body, for ensuring that its meetings are properly convened and conducted, that every member is able to contribute, that decisions are properly taken and recorded, and that Conflicts of Interest are dealt with in accordance with this Policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fff4bdaa-77f4-4a58-9c61-e62a5160bcfb","order":84,"text":"The Treasurer is responsible for overseeing the financial affairs of the Organisation, for ensuring that proper books of account are kept, that management accounts are laid before the Governing Body at each of its regular meetings, and that the annual financial statements are prepared and audited or examined in accordance with the Governing Instrument and with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb80ba1e-cb54-4875-a7a4-3f7623e5256b","order":85,"text":"The Secretary is responsible for convening meetings, for keeping the minutes and the statutory records, for maintaining the Register, and for the safe custody of the seal, if any, and of the records of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"520765d1-7e15-4344-bf5e-681c94f25329","order":86,"text":"The Governing Body may delegate any of its powers to a committee, provided that every such committee includes at least one Member of the Governing Body, that the terms of reference, composition, quorum and reporting obligations of the committee are recorded in writing and approved by the Governing Body, and that the committee reports to the Governing Body at its next meeting. No delegation relieves the Governing Body of its collective responsibility.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce6b48b9-8aa3-419c-a8dc-1da586ca8dd3","order":87,"text":"The Governing Body may delegate the day-to-day management of the Organisation to its Senior Management within a written scheme of delegation which specifies the matters reserved to the Governing Body, including the approval of the budget, of the annual financial statements, of the policy as to Reserves, of any transaction with a Connected Person and of any matter of major financial or reputational significance. The scheme of delegation must be reviewed at least once in each Financial Year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f4098db-9650-4282-a79e-b41e262a19a8","order":88,"text":"7. MEETINGS, QUORUM AND VOTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"6ecd6a30-1884-4ae7-a4a4-af1198780077","order":89,"text":"The Governing Body must meet at least four times in each Financial Year, and at such other times as the Chairperson may determine or as any two Members of the Governing Body may require in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9dd32594-d401-4a56-9895-055a81f9d4d2","order":90,"text":"Not less than [7] clear days' notice of every meeting must be given to each Member of the Governing Body, specifying the date, time and place of the meeting and the business to be transacted. Notice may be given by post or by electronic means to the address last notified by the member. The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive it does not invalidate the proceedings of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"823b1de4-5200-4080-8be9-c4fa93e717e2","order":91,"text":"The agenda and, so far as practicable, the papers to be considered must be circulated with the notice, so as to enable each Member of the Governing Body to prepare for the meeting and to identify in advance any Conflict of Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fdc21de7-785f-40b9-b9ab-16dcf84581db","order":92,"text":"The quorum for a meeting of the Governing Body is a majority of the Members of the Governing Body for the time being in office. No business may be transacted at a meeting unless a quorum is present throughout.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5dcc2f9-b8f5-414c-b186-1306c6a476de","order":93,"text":"A Member of the Governing Body who participates in a meeting by telephone, video-conference or other electronic means by which all persons participating are able to hear and to be heard is deemed to be present at that meeting and is to be counted in the quorum, unless the Governing Instrument otherwise provides.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"afd143b3-7483-4a47-bd99-00e9ec425442","order":94,"text":"Questions arising at a meeting are to be decided by a majority of the votes of the Members of the Governing Body present and entitled to vote. In the case of an equality of votes the person chairing the meeting has a second or casting vote, unless the Governing Instrument otherwise provides.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bd6b1e3e-a047-4e29-a5ed-938a7c01534c","order":95,"text":"A resolution in writing signed by all the Members of the Governing Body then entitled to receive notice of a meeting is, unless the Governing Instrument otherwise provides, as valid and effectual as if it had been passed at a meeting duly convened and held, and may consist of several documents in like form each signed by one or more of them. Every such resolution must be recorded in the minutes of the next meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"52b24c15-97eb-42ba-a9ba-9d0e7bc11664","order":96,"text":"A Member of the Governing Body who is precluded by this Policy from voting upon a matter must not be counted in the quorum in respect of that item of business; and if the meeting thereby ceases to be quorate in respect of that item, the item must be adjourned to a further meeting or dealt with in such other manner as this Policy permits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c071d02c-3491-46ec-af50-33f557857f9f","order":97,"text":"The Governing Body may at any meeting resolve to consider an item in the absence of the Senior Management and of any other person who is not a Member of the Governing Body, and must do so when it considers the appointment, appraisal, remuneration or removal of the chief executive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"768a9eed-c1e0-40f5-b92c-675e3d26d174","order":98,"text":"8. MINUTES AND RECORDS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"22e282c7-1986-4dfb-b076-992cd76c4174","order":99,"text":"Minutes must be kept of all proceedings at every meeting of the Governing Body and of every committee. The minutes must record the date, time and place of the meeting; the names of those present, of those attending by invitation and of those who tendered apologies; the fact that a quorum was present; every declaration of interest made and every consequent recusal, including the time at which any member withdrew from and returned to the meeting; the documents laid before the meeting; the substance of the deliberations; and every resolution passed, together with the number of votes cast for and against where a vote was taken.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"070d77b8-5005-48f4-9822-6412cc163b06","order":100,"text":"Draft minutes must be circulated to the Members of the Governing Body within [14] days after the meeting and must be submitted for confirmation at the next meeting. Once confirmed, the minutes must be signed by the person chairing that meeting and retained as the record of the proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"240e723c-d539-4c97-964e-96f1cf0e6535","order":101,"text":"The minutes, the Register, the Governing Instrument, the books of account and the annual financial statements must be kept at the office of the Organisation and retained for not less than seven years, or for such longer period as may be required by law or by any condition of funding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"674609f6-d4b9-4e86-9d70-e6adbeb05242","order":102,"text":"The Organisation must keep proper books of account and such records as are sufficient to explain its transactions and to enable financial statements to be prepared, in accordance with the Governing Instrument, with every applicable statutory requirement, and with the requirements applicable to charitable institutions and trusts of a public character exempt from tax under section 88 of the Inland Revenue Ordinance (Cap. 112).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbfceef9-7c81-455e-8dc3-4d4527c3b55e","order":103,"text":"The Organisation must in addition keep the registers and records required by the Companies Ordinance (Cap. 622), including its register of members, its register of directors and its register of company secretaries, must keep its significant controllers register where required, and must make them available for inspection in accordance with that Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a company limited by guarantee incorporated in Hong Kong","type":"add","operator":"="}]},{"id":"1818d62a-e6a5-40de-8c26-33a8490b0800","order":104,"text":"The Organisation must in addition keep such registers and records, and make such returns to the Registrar, as are required of it by law and by the conditions of its registration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a society registered under the Societies Ordinance","type":"add","operator":"="},{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a trust established by deed and governed by the laws of Hong Kong","type":"add","operator":"="}]},{"id":"162fc5ae-f6fb-4847-b445-9649a3ea0d79","order":105,"text":"9. DUTIES OF MEMBERS OF THE GOVERNING BODY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S09"},{"id":"b571e0ca-580d-4005-a1a3-789f3d663aa7","order":106,"text":"Every Member of the Governing Body owes fiduciary duties to the Organisation and must at all times act honestly and in good faith in what he or she considers to be the best interests of the Organisation and in furtherance of its charitable purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f48e7d21-774b-4f9a-a656-88286f5c709d","order":107,"text":"Every Member of the Governing Body must exercise reasonable care, skill and diligence, being the care, skill and diligence that would be exercised by a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by that member in relation to the Organisation and the general knowledge, skill and experience that that member has.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a62a12c2-e4ae-4151-b0f2-e95a10b92303","order":108,"text":"Every Member of the Governing Body must:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"20d2ad2a-a8ea-4757-b2eb-ac7c15991b9d","order":109,"text":"— exercise his or her powers only for the purposes for which they were conferred;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"628c0b61-0dc9-4d5e-8278-a26427bf4b77","order":110,"text":"— exercise independent judgement, and not fetter his or her discretion;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ad1a63cd-9918-4789-8610-c11fcfa47c5c","order":111,"text":"— avoid, so far as possible, any situation in which he or she has or may have a Conflict of Interest;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"40d63559-16fa-4fe4-8a21-10f83bb506ac","order":112,"text":"— not accept any benefit from a third party conferred by reason of his or her office or of anything done or omitted to be done by him or her in that capacity; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91d79493-abc5-41ba-9c8c-c163b11393cb","order":113,"text":"— not use for his or her own advantage, or for the advantage of any Connected Person, any property, information or opportunity of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3fefbe4d-7006-4a1f-8cac-8a0636608c86","order":114,"text":"A Member of the Governing Body must attend meetings regularly, must devote sufficient time to the affairs of the Organisation, must keep confidential all information of a confidential nature acquired in that capacity, and must not make any statement on behalf of the Organisation, nor permit the name of the Organisation to be used, unless authorised to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"952fa35a-5db9-4af9-8916-b31886950609","order":115,"text":"Members of the Governing Body serve in an honorary capacity and are not entitled to any remuneration in respect of their office. A Member of the Governing Body is entitled to be reimbursed out-of-pocket expenses properly and reasonably incurred in the performance of his or her duties, upon production of receipts and in accordance with such policy as the Governing Body may adopt.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca06a217-85b5-42d8-9d50-4f940ab4e066","order":116,"text":"A Member of the Governing Body who has been nominated or appointed by another body, or who holds office by virtue of a position held with another body, owes his or her duties to the Organisation alone. Such a member must act in the best interests of the Organisation and not in the interests of the body which nominated or appointed him or her, must declare that nomination or appointment as an Interest, and must recuse himself or herself from any matter in which the interests of the two bodies conflict or may conflict.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a32eb5f-2061-497a-aa23-a44704c88854","order":117,"text":"10. CONFLICTS OF INTEREST: GENERAL PRINCIPLES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"b98c81d7-fee0-4e1e-8bde-d4d9b6d7fdc9","order":118,"text":"It is fundamental to the proper governance of the Organisation that its decisions are taken, and are seen to be taken, in the best interests of the Organisation alone and free from the influence of any private interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26dd897a-3306-4573-9484-da59157fbe76","order":119,"text":"A Member of the Governing Body must not place himself or herself in a position in which his or her personal interest, or the interest of a Connected Person, conflicts or may conflict with the interests of the Organisation, and must not profit from his or her position at the expense of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b1353d2f-f5d2-4710-be78-abd36e7ca2b7","order":120,"text":"The existence of a Conflict of Interest is not of itself a breach of duty or a matter of impropriety. What matters is that it is identified, declared promptly, recorded and managed in accordance with this Policy. A failure to declare a Conflict of Interest is a serious matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f4b718a-ee2f-48fe-92fd-72ab7094bde2","order":121,"text":"This Policy applies to every Member of the Governing Body, to every member of a committee whether or not a Member of the Governing Body, to every member of the Senior Management, and to every person to whom powers of the Governing Body are delegated or who advises the Governing Body or a committee upon a matter in which he or she may have an Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"372c063a-3112-41c6-9e11-956944cc067a","order":122,"text":"A Member of the Governing Body who receives, or whose Connected Person receives, a benefit from the Organisation solely as a member of a class of persons for whose benefit the Organisation is established, and upon the same terms as the other members of that class, is not by reason only of that benefit required to withdraw from the general business of the Organisation; but he or she must declare the fact and must recuse himself or herself from any decision relating specifically to the benefit received or to the terms upon which it is provided.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f3d01067-4896-42d1-8f84-62125932378e","order":123,"text":"Where a Member of the Governing Body is in doubt whether a Conflict of Interest exists, he or she must resolve the doubt in favour of disclosure and must raise the matter with the Chairperson at the earliest opportunity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"952ec49c-79d6-423e-84d5-195a71f6f8bc","order":124,"text":"Nothing in this Policy derogates from any duty of disclosure imposed by the Governing Instrument or by law, including the duty of a director to declare the nature and extent of a material interest in a transaction, arrangement or contract with the company under Part 11 of the Companies Ordinance (Cap. 622).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a company limited by guarantee incorporated in Hong Kong","type":"add","operator":"="}]},{"id":"b0d0b4f3-8148-4d54-b7b5-e18f9cdfd93f","order":125,"text":"Nothing in this Policy derogates from any duty of disclosure imposed by the Governing Instrument or by the general law applicable to persons occupying a fiduciary position.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a society registered under the Societies Ordinance","type":"add","operator":"="},{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a trust established by deed and governed by the laws of Hong Kong","type":"add","operator":"="}]},{"id":"331153a9-1cbf-47b7-af7b-bc130caf0927","order":126,"text":"11. DECLARATION OF INTERESTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"805760d6-dab8-4238-b757-f60686f0715e","order":127,"text":"Every Member of the Governing Body must complete and sign a declaration of interests in the form set out in the First Schedule upon or before taking office, within one month after the beginning of each Financial Year, and forthwith upon any change in the matters declared.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"371dd460-766f-4300-9fd1-ad3f53edafe7","order":128,"text":"The declaration must disclose, in respect of the member and of each Connected Person:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2bcefb30-0c1b-4cbe-862b-1520e51078d0","order":129,"text":"— every directorship, trusteeship, office, employment or partnership held;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f3a3fae-a770-4e8a-a750-a747cd52b42e","order":130,"text":"— every substantial interest held in a body corporate which trades with, supplies goods or services to, or receives funding from the Organisation;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b801a92d-2891-43bb-875c-115c0075cd54","order":131,"text":"— every material contract, transaction or arrangement with the Organisation, whether existing or proposed;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"afbee3b2-9c41-4b08-a536-4b9268363486","order":132,"text":"— every gift, advantage or hospitality received from any person having, or seeking to have, dealings with the Organisation; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd7bae5f-2647-42a0-9e39-3a8f714536fd","order":133,"text":"— any other matter which might reasonably be regarded as giving rise to a Conflict of Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0cc330b4-d015-4903-a404-d11978e68f3a","order":134,"text":"Every member of a committee who is not a Member of the Governing Body, and every member of the Senior Management, must complete a declaration in the same form upon appointment and annually thereafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc9ec9e3-3aa7-483f-b682-9a7fba17be7b","order":135,"text":"In addition to any written declaration, a Member of the Governing Body who has an Interest in a matter to be considered at a meeting must declare that Interest at the beginning of the meeting or, if the Interest arises or comes to his or her knowledge later, as soon as he or she becomes aware of it, and in every case before the matter is discussed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1915d587-e0ba-4768-95c9-b034d38bc6dd","order":136,"text":"A declaration made at a meeting must state the nature and extent of the Interest with sufficient particularity to enable the other Members of the Governing Body to appreciate its significance. A general statement that the member has an Interest is not sufficient.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"10e6c73a-e7c8-4e88-81b5-f26a1025ff32","order":137,"text":"A declaration made at a meeting of a committee must be recorded in the minutes of that committee and reported to the Governing Body at its next meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b1801f3-073d-49f5-9bd5-3e6d75543b84","order":138,"text":"A Member of the Governing Body who fails to declare an Interest which he or she knew, or ought reasonably to have known, existed must upon becoming aware of the omission disclose it forthwith to the Chairperson, who must report the matter to the Governing Body at its next meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"979a311b-1729-473b-9061-db6e742434c9","order":139,"text":"Where the Interest is that of the Chairperson, the declaration must be made to the Governing Body and the item of business concerned must be chaired by another Member of the Governing Body appointed for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47a0a28f-1d77-4dd1-9a35-436bd9e31c6b","order":140,"text":"12. MANAGEMENT OF CONFLICTS AND RECUSAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"38da0336-6672-436c-8088-e47e65bcfd6d","order":141,"text":"Upon a declaration being made, the Members of the Governing Body having no Interest in the matter must decide how the Conflict of Interest is to be managed, and must record their decision and the reasons for it in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e073614-4949-4e6c-8950-bb5e8761b11b","order":142,"text":"Unless the Governing Body resolves otherwise in accordance with this Policy, a Member of the Governing Body who has declared an Interest in a matter:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d1c84d31-09e7-4107-a8f7-33aec8ab0047","order":143,"text":"— must not participate in the discussion of that matter;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9754835b-b064-4919-853b-1602328bc1bd","order":144,"text":"— must withdraw from the meeting while the matter is discussed and determined;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c8a04d6c-b7d8-4a2e-b083-f0933cc158cd","order":145,"text":"— must not vote upon it; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6894aa3-20c8-484a-a298-41746d37d307","order":146,"text":"— must not be counted in the quorum in respect of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"95fe605e-2c1f-4ce4-903e-3a159d3e7f7b","order":147,"text":"A member who is required to withdraw must not receive the papers relating to that item, and any such papers already received must be returned or destroyed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1454f511-7092-4492-bda7-482a1330f729","order":148,"text":"The Governing Body may exceptionally permit a member who has declared an Interest to remain present and to answer questions upon the matter, provided that the member takes no part in the deliberation or determination and withdraws before any decision is taken. The reasons for so permitting must be recorded in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae294a14-0548-45c8-bee9-8f8e6126e623","order":149,"text":"Where the Interest is not material, or is an Interest shared in common with all the Members of the Governing Body or with the general body of beneficiaries, the Governing Body may resolve that the member concerned may participate and vote. Any such resolution must be passed before the matter is discussed, must be limited to the matter in question, and must be recorded in the minutes together with the reasons for it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c667fdd-e2a2-49a5-87ac-481589ff45be","order":150,"text":"Where a Conflict of Interest cannot properly be managed by recusal, or is persistent and affects a substantial part of the business of the Organisation, the Governing Body must consider whether the member concerned should resign from the office giving rise to the conflict or from the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca052449-d393-469b-b65a-9d5e61605174","order":151,"text":"A decision taken in breach of this Policy may be voidable at the instance of the Organisation. Where the Governing Body becomes aware that a decision was taken in circumstances in which a Conflict of Interest was not declared or was not properly managed, it must review that decision at its next meeting and must consider whether the decision is to be affirmed, varied or set aside and whether any benefit conferred is to be recovered.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7944826-bb47-46a7-a3dd-0667809888ea","order":152,"text":"A standard form of minute for recording a declaration and a consequent recusal is set out in the Third Schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"489b7faf-f48b-465a-b257-b38fadd4cea1","order":153,"text":"13. REGISTER OF INTERESTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"06484139-2faf-4b6b-a66c-1832427ccac3","order":154,"text":"The Organisation must maintain the Register in the form set out in the Second Schedule. The Register is to be maintained by the Secretary, who must ensure that it is kept up to date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa930b91-d083-45b3-8cdc-132b5a49495b","order":155,"text":"The Register must record, in respect of each Member of the Governing Body, each member of a committee and each member of the Senior Management, the name of the person, the nature and extent of each Interest declared, the name of and relationship to any Connected Person concerned, the date on which the Interest was declared, the action taken to manage the Conflict of Interest, and the date on which the Interest ceased.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84f8c8e5-920c-4df0-a2e6-0df883cd3113","order":156,"text":"Every declaration of interests received, and every declaration made at a meeting, must be entered in the Register within [14] days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e77f3856-e83a-478f-a894-4c0aa897be1e","order":157,"text":"No entry in the Register may be deleted. An Interest which has ceased is to be closed by the insertion of the date upon which it ceased, and the entry must be retained for not less than seven years thereafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"caeac6de-c861-430f-a566-b103af8ae591","order":158,"text":"The Register must be reviewed by the Governing Body at least once in each Financial Year, and each Member of the Governing Body must confirm in writing that the entries relating to him or her are complete and accurate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c12395c-f949-4f99-89dd-43941c9eccaf","order":159,"text":"The Register must be available for inspection by any Member of the Governing Body, by the auditor of the Organisation, and by any regulator or funder entitled to require its production, including the Inland Revenue Department and any government department or public body providing funds to the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f754a314-6af2-492b-ab6b-538211c4f330","order":160,"text":"Personal data contained in the Register must be handled in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and must not be used for any purpose other than the proper governance of the Organisation and compliance with its legal and funding obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85615303-6b24-4718-bade-ca326fcb4412","order":161,"text":"14. TRANSACTIONS WITH CONNECTED PERSONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"9ce1a5f3-a9e9-4fe2-810a-0186c5b8b488","order":162,"text":"No contract, transaction or arrangement may be entered into between the Organisation and a Member of the Governing Body, or between the Organisation and a Connected Person, unless the Interest has been declared and recorded in accordance with this Policy, the Governing Body is satisfied that the transaction is in the best interests of the Organisation and upon terms no less favourable to the Organisation than those which could reasonably be obtained from an independent third party, the transaction has been approved by the Members of the Governing Body having no Interest in it, and the approval, the reasons for it and the basis upon which the terms were assessed are recorded in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d8fc0a1-7eab-4c53-8848-d176b45d393f","order":163,"text":"Where the value of the proposed transaction exceeds HK$[100,000], the Governing Body must, before approving it, obtain and record at least two independent quotations, an independent valuation or other objective evidence of value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64930023-ffac-4225-9d68-fdcf60758227","order":164,"text":"A series of transactions with the same Connected Person within the same Financial Year is to be treated as a single transaction for the purpose of that threshold, and the requirement may not be avoided by dividing a transaction into parts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16a12538-f412-4ed6-8218-622163d69f9f","order":165,"text":"No Member of the Governing Body may receive any remuneration for services rendered to the Organisation in his or her capacity as such, and no Member of the Governing Body may be employed by the Organisation, unless the Governing Instrument expressly so permits and, where such approval is required in order to preserve the exemption from tax of the Organisation, the prior written approval of the Inland Revenue Department has been obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7dd98b06-b502-4f08-8189-9c55997c8990","order":166,"text":"No loan, quasi-loan, credit transaction or guarantee may be made, entered into or given by the Organisation in favour of a Member of the Governing Body or of a Connected Person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cc30999f-b9a3-4288-89cc-8bb5ca7aa340","order":167,"text":"Every transaction with a Connected Person must be disclosed in the notes to the annual financial statements of the Organisation in accordance with applicable accounting standards, and a summary of such transactions must be laid before the Governing Body at the meeting at which the financial statements are approved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ecaf847-ca24-4a6d-9011-8a8f21ec82f2","order":168,"text":"15. EMPLOYMENT AND ENGAGEMENT OF CONNECTED PERSONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"f8d442f3-fcc6-4f26-8f88-6d8eca9ff281","order":169,"text":"No Connected Person may be appointed to an employment with the Organisation, or engaged as a consultant, adviser or contractor, unless the vacancy or the engagement has been the subject of open advertisement or of competitive selection, the Interest has been declared, the Member of the Governing Body or member of the Senior Management concerned has taken no part in the selection, and the appointment or engagement has been approved by persons having no Interest in it and recorded in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26ac7bdd-9af6-4a58-abe0-8878447a7b83","order":170,"text":"The Governing Body must satisfy itself, and record in the minutes, that the terms of any such employment or engagement are no more favourable than those which would be offered to a person who is not a Connected Person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4aee4e8c-acb3-4bd7-b35e-0e789f9567d8","order":171,"text":"Where a Connected Person is employed or engaged by the Organisation, the Member of the Governing Body or member of the Senior Management concerned must take no part in any decision relating to the remuneration, promotion, appraisal, discipline or dismissal of that person, and must not be that person's line manager.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d879e699-a4c1-49aa-a17d-0e832a153774","order":172,"text":"Every candidate for an employment or engagement with the Organisation must be required to disclose any relationship with a Member of the Governing Body or a member of the Senior Management before an offer is made; and any such disclosure must be reported to the Chairperson and entered in the Register.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0bd6f7e-2f6a-4ed8-a381-2162b8a46d65","order":173,"text":"16. GIFTS, ADVANTAGES AND HOSPITALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"9e8a805f-763c-4840-bbe0-2a7de692c219","order":174,"text":"No Member of the Governing Body, and no officer, employee or volunteer of the Organisation, may solicit or accept any advantage, within the meaning of the Prevention of Bribery Ordinance (Cap. 201), as an inducement to or reward for doing or forbearing to do any act in relation to the affairs or business of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2de5ea23-fe5b-4891-9086-0c3c02248a04","order":175,"text":"A gift, advantage or hospitality offered by any person having, or seeking to have, dealings with the Organisation must be declined, unless it is of a nominal value not exceeding HK$[500] and is offered as a customary courtesy, or unless its acceptance has been approved in advance by the Chairperson or, where the intended recipient is the Chairperson, by the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7c9a82e-cdb8-4dd3-a7bc-99bb33216f66","order":176,"text":"A gift which cannot conveniently be declined or returned must be accepted on behalf of the Organisation, delivered to the Secretary and dealt with as the Governing Body directs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b420cdef-9c7c-46ef-8d63-742fe5424733","order":177,"text":"Every gift, advantage or hospitality accepted must be reported to the Secretary within seven days and entered in the register of gifts, advantages and hospitality, which forms part of the Register for the purposes of this Policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91016263-8dff-4db0-b8f8-0e46732e1ed9","order":178,"text":"The Governing Body must adopt and maintain a code of conduct governing the acceptance of advantages by its members and by the officers, employees and volunteers of the Organisation, and must review it at least once in each Financial Year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6dbc245f-fe37-4ea1-aee5-64941671eea5","order":179,"text":"Nothing in this Policy, and no approval given under it, affects the operation of the Prevention of Bribery Ordinance (Cap. 201); and any suspected offence must be reported to the Independent Commission Against Corruption.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4dc551b8-77df-4b64-91d5-0fb2461f308a","order":180,"text":"17. APPLICATION TO STAFF, VOLUNTEERS AND KEY PERSONNEL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}],"sectionNum":"S17"},{"id":"f100fff8-ec06-4429-8f3e-75238812c273","order":181,"text":"This Policy applies, with such modifications as are necessary, to every employee, seconded worker and volunteer of the Organisation, and in particular to every person who is in a position to influence a decision as to the expenditure of the funds of the Organisation, the award of a contract or the engagement of a supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}]},{"id":"ba9c0ec6-24e1-432a-8485-4a67705c5da3","order":182,"text":"Every member of the Senior Management must declare any Interest in a matter upon which he or she is required to advise or to decide, and must not participate in the decision unless the Interest has been declared and the Governing Body, or the person to whom the decision is delegated, has determined that he or she may do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}]},{"id":"7b89a338-6184-4bce-83df-a5c664f29684","order":183,"text":"No person may be appointed to an employment with the Organisation, and no term of an employment may be varied, where a Member of the Governing Body or a member of the Senior Management has a Conflict of Interest in relation to the appointment or variation, otherwise than in accordance with the provisions of this Policy relating to the employment and engagement of Connected Persons.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}]},{"id":"2ec778bb-0d6d-48c8-a260-76162060ec24","order":184,"text":"The terms of employment of the staff of the Organisation must comply with the Employment Ordinance (Cap. 57), with the Minimum Wage Ordinance (Cap. 608) and with the Mandatory Provident Fund Schemes Ordinance (Cap. 485); the Organisation must maintain employees' compensation insurance as required by the Employees' Compensation Ordinance (Cap. 282); and it must observe its obligations under the Occupational Safety and Health Ordinance in relation to the safety and health of the persons who work for it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}]},{"id":"05c5c0c8-e8fe-4686-9c40-31dfce47add4","order":185,"text":"The Organisation must not discriminate against any employee, volunteer or applicant upon any ground prohibited by the Sex Discrimination Ordinance (Cap. 480), the Disability Discrimination Ordinance (Cap. 487), the Family Status Discrimination Ordinance (Cap. 527) or the Race Discrimination Ordinance (Cap. 602), and must adopt a written procedure for the handling of grievances and of complaints of discrimination or harassment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}]},{"id":"6a00945e-c595-457f-aa0a-ec2b174afbca","order":186,"text":"Every employee and volunteer must be given a copy of this Policy upon engagement and must acknowledge receipt of it in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}]},{"id":"2537c1b5-89ab-4358-8d84-eae66e12d602","order":187,"text":"18. FUNDRAISING AND THE HANDLING OF DONATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}],"sectionNum":"S18"},{"id":"b9afac8c-f854-4141-9bd6-358ed7ba4f7d","order":188,"text":"The Organisation must ensure that every fundraising activity conducted by it, or on its behalf, is conducted lawfully, honestly and with proper accountability, and that every permit, licence or approval required is obtained before the activity takes place, including where applicable a public subscription permit granted by the Director of Social Welfare and any permission required for the use of a public place.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"a869077c-a130-4d8b-8ea9-3f2faa588615","order":189,"text":"All donations must be receipted. Where a receipt is issued for the purpose of a claim to deduction, it must state the name of the Organisation, its Inland Revenue Department file reference, the date and the amount of the donation, and that the Organisation is a charitable institution or trust of a public character exempt from tax under section 88 of the Inland Revenue Ordinance (Cap. 112).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="},{"field":"f5ffdc6a-11da-45d1-9dd6-fe88c91cab5a","value":"pending","type":"remove","operator":"="}]},{"id":"0fafc0bf-6e96-48e5-a22e-f9665ec87f40","order":190,"text":"All donations must be receipted. Until the Organisation has been recognised as a charitable institution or trust of a public character exempt from tax under section 88 of the Inland Revenue Ordinance (Cap. 112), no receipt or other document issued by the Organisation may state or imply that a donation to it is deductible; and every receipt must state the name of the Organisation and the date and the amount of the donation. Upon recognition being granted, every receipt issued for the purpose of a claim to deduction must in addition state the Inland Revenue Department file reference of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="},{"field":"f5ffdc6a-11da-45d1-9dd6-fe88c91cab5a","value":"approved","type":"remove","operator":"="}]},{"id":"2fb4b237-0f4a-4615-96ae-b0f8a24c0e18","order":191,"text":"Donations must be banked promptly and in full into an account in the name of the Organisation. No donation may be applied to any purpose other than that for which it was solicited or given; and where a donation is subject to a restriction imposed by the donor, it must be accounted for as a restricted fund.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"34bc0932-65cf-4aee-861c-908635e4af3f","order":192,"text":"Cash collected must be counted by not fewer than two persons, one of whom must not have collected it, and the count must be recorded and signed by both.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"163f04ff-4a9d-4d0f-a4ca-f3dc2399562c","order":193,"text":"The Organisation must take reasonable steps to satisfy itself as to the identity of the donor and as to the source of any donation which is unusually large, is offered in cash, is offered anonymously or is offered upon terms which are unusual, and must decline the donation where it is unable to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"de78a8d5-a5f0-456b-b761-4ff508fc48f3","order":194,"text":"The Organisation must not accept a donation where its acceptance would place the Organisation in breach of the law, would give rise to a Conflict of Interest which cannot properly be managed, or would be likely to damage the reputation of the Organisation. The Governing Body must determine any such case and record its decision and reasons in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"27261aa1-1290-4b25-a58b-9c9295b15c7a","order":195,"text":"No donation may be accepted upon a condition which would fetter the discretion of the Governing Body, confer upon the donor any right of control over the affairs of the Organisation, or require the Organisation to act otherwise than in furtherance of its charitable purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"78ea7403-ee0b-4a9c-a699-620a37e3b55a","order":196,"text":"Where a fundraising activity is conducted by a third party on behalf of the Organisation, the terms of the engagement must be recorded in writing, must specify the basis of any remuneration or commission, and must require the third party to account for all sums collected. The Governing Body must satisfy itself as to the propriety and the cost-effectiveness of the arrangement before it is entered into.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"4175d576-8779-477b-8f79-17a8c1a379c2","order":197,"text":"The result of each fundraising activity, showing the gross receipts, the expenses and the net proceeds, must be reported to the Governing Body and, where required, to the authority granting the permit within the period specified in it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"24445a2d-92ac-4fc2-88c1-0cc38f7f9507","order":198,"text":"19. ACTIVITIES AND APPLICATION OF FUNDS OUTSIDE HONG KONG","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"852083f9-67a7-4abd-b1c1-417f8c944122","value":"yes","type":"add","operator":"="}],"sectionNum":"S19"},{"id":"b998a7d3-270c-45e9-a9bd-b103122a798d","order":199,"text":"Where the Organisation applies its funds, or carries on activities, outside Hong Kong, the Governing Body must satisfy itself before any funds are remitted that the recipient is a genuine body pursuing purposes which are charitable according to the law of Hong Kong, and that the funds will be applied for those purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"852083f9-67a7-4abd-b1c1-417f8c944122","value":"yes","type":"add","operator":"="}]},{"id":"f36dd840-8f6a-42d8-a6e0-a4c5f7ea7a1a","order":200,"text":"A written agreement must be entered into with each recipient outside Hong Kong, specifying the purposes for which the funds may be applied, the reporting obligations of the recipient, the right of the Organisation to require the return of any funds not so applied, and the right of the Organisation and of its auditor to inspect the relevant records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"852083f9-67a7-4abd-b1c1-417f8c944122","value":"yes","type":"add","operator":"="}]},{"id":"75371180-e7a1-4f35-a123-0f472c4ff4fe","order":201,"text":"The Governing Body must record, in respect of each remittance, the identity of the recipient, the purpose, the amount and the date of the remittance, and must obtain from the recipient a written report accounting for the application of the funds together with such supporting documents as are reasonably available.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"852083f9-67a7-4abd-b1c1-417f8c944122","value":"yes","type":"add","operator":"="}]},{"id":"0ff6b09f-7064-4e72-97c5-b1d7d50c4c18","order":202,"text":"The Governing Body must be able to demonstrate to the Inland Revenue Department, and to any funding authority, that funds applied outside Hong Kong have been applied for charitable purposes; and it must have regard to any restriction imposed by law upon dealings with particular persons, countries or territories.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"852083f9-67a7-4abd-b1c1-417f8c944122","value":"yes","type":"add","operator":"="}]},{"id":"bea9a9a9-deb1-447d-ac6d-963268a71548","order":203,"text":"No funds may be remitted otherwise than through the banking system, and no funds may be remitted to a personal account of any individual.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"852083f9-67a7-4abd-b1c1-417f8c944122","value":"yes","type":"add","operator":"="}]},{"id":"2df2f0ee-b1ae-4484-8d8b-c32e278c2e7f","order":204,"text":"The Governing Body must have regard to the fact that, where the Organisation carries on a trade or business, the profits of that trade or business are exempt from profits tax only if, among other conditions, they are not expended substantially outside Hong Kong. The Governing Body must obtain professional advice before applying outside Hong Kong any profits so derived, and must keep under review the effect of its activities outside Hong Kong upon the exemption from tax of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"852083f9-67a7-4abd-b1c1-417f8c944122","value":"yes","type":"add","operator":"="}]},{"id":"f3439957-22b9-42d5-ae4f-7c0a01af717e","order":205,"text":"20. FINANCIAL CONTROLS, ACCOUNTS AND AUDIT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"8a1032bf-2ced-46ef-badf-99c1273a9826","order":206,"text":"The Governing Body must approve, and review at least once in each Financial Year, a written scheme of financial control providing for the segregation of duties, the authorisation and approval of expenditure by reference to specified limits, the operation of bank accounts upon not fewer than two signatures, the security of cash and other assets, and the procurement of goods and services upon a competitive basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b80c72dd-6034-4fcf-854e-97aca2e1471e","order":207,"text":"No person may both authorise and execute the same payment; and the bank mandate must be reviewed whenever a change occurs in the membership of the Governing Body or in the Senior Management.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"31a2f910-e93a-44e6-bc53-4af0284bb3b8","order":208,"text":"Management accounts, comparing actual income and expenditure against budget and showing the position of the Reserves, must be laid before the Governing Body at each of its regular meetings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0804bd16-a8b2-4a66-a580-142e56a83d16","order":209,"text":"Financial statements must be prepared in respect of each Financial Year and must be laid before the Governing Body for approval within six months after the end of that Financial Year, together with the report of the auditor or of the independent examiner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ded9fbe7-27ea-426d-9c6a-41a1fe332c20","order":210,"text":"The Organisation must appoint an independent auditor to audit its annual financial statements, unless the Governing Instrument, applicable law and every condition of funding permit an independent examination in lieu of an audit, in which case the Governing Body must record its reasons for adopting that course.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d6f527e-68c6-454c-8363-f18b5a2982b3","order":211,"text":"The auditor must have the opportunity, at least once in each Financial Year, of meeting the Governing Body or its audit committee in the absence of the Senior Management; and the Governing Body must consider any management letter issued by the auditor and record the action taken upon it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efa2bda4-a2aa-45a4-91af-1f4b2617bf3c","order":212,"text":"The Governing Body must ensure that the Organisation makes every return and report required of it, including the annual return to the Companies Registry and any return, financial statement or questionnaire required by the Inland Revenue Department in relation to the exemption from tax of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a company limited by guarantee incorporated in Hong Kong","type":"add","operator":"="}]},{"id":"af7e3cbf-4fce-48a1-b63c-552478c3a8b0","order":213,"text":"The Governing Body must ensure that the Organisation makes every return and report required of it, including any return required by the Registrar of Societies and any return, financial statement or questionnaire required by the Inland Revenue Department in relation to the exemption from tax of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a society registered under the Societies Ordinance","type":"add","operator":"="}]},{"id":"94f77f04-4720-4138-b92b-691370e112e7","order":214,"text":"The Governing Body must ensure that the Organisation makes every return and report required of it, including any return, financial statement or questionnaire required by the Inland Revenue Department in relation to the exemption from tax of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a trust established by deed and governed by the laws of Hong Kong","type":"add","operator":"="}]},{"id":"af9e49e9-3c6d-4bb5-bb18-5eca970e6469","order":215,"text":"21. RISK MANAGEMENT, SAFEGUARDING AND INTERNAL CONTROL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"fef9b0ce-95d6-4732-9cf3-0efac1a08ca5","order":216,"text":"The Governing Body must identify the principal risks to which the Organisation is exposed, including financial, operational, reputational, legal, safeguarding and information-security risks, and must maintain a written risk register recording, in respect of each risk, its likelihood, its potential impact, the controls in place and the person responsible for managing it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0393ef57-a5f5-4a6d-aa60-6c19def72b95","order":217,"text":"The risk register must be reviewed by the Governing Body at least once in each Financial Year, and any material change in the risk profile of the Organisation must be reported to it at its next meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac9df82a-d658-421e-95b8-9b930453ff85","order":218,"text":"The Governing Body must satisfy itself that the Organisation has in place appropriate arrangements for the protection of children and of other vulnerable persons with whom it works, including the screening of persons appointed to work with them, the use where appropriate of the Sexual Conviction Record Check Scheme administered by the Hong Kong Police Force, a written code of conduct, and a written procedure for the reporting and handling of concerns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"36147508-7395-47e0-8b34-caa454178535","order":219,"text":"The Governing Body must review at least once in each Financial Year the adequacy of the insurance maintained by the Organisation, of its arrangements for the security of information and personal data, and of its arrangements for the continuity of its activities in the event of disruption.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb092953-bb52-4b95-9006-e084733aa0ac","order":220,"text":"Any material loss, fraud, data breach or incident affecting the safety of a beneficiary must be reported to the Chairperson forthwith and to the Governing Body at its next meeting, together with the action taken and the measures adopted to prevent recurrence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfd6bd75-b119-4255-aa2c-4faaa4a3bfdd","order":221,"text":"22. RESERVES POLICY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"2b490e42-5cb8-43fa-9e71-05130f3150d0","order":222,"text":"The Governing Body must maintain, and review at least once in each Financial Year, a written policy upon the level of Reserves to be held by the Organisation. The provisions of this Policy relating to Reserves constitute that policy until it is varied by the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"718df42d-9fac-4f23-bb28-60d3a78d0089","order":223,"text":"Reserves are held in order to enable the Organisation to meet its obligations as they fall due, to absorb fluctuations in income and unforeseen expenditure, to permit the orderly management or, if necessary, the orderly cessation of its activities, and to enable it to take advantage of opportunities to further its charitable purposes. Reserves are not held for their own sake, and the accumulation of Reserves in excess of the level determined under this Policy is inconsistent with the duty to apply the funds of the Organisation for its charitable purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d5a1e66-b40d-470c-9321-0d68364a9cb7","order":224,"text":"The Governing Body has determined that the Organisation should hold Reserves equivalent to not less than [3] months and not more than [6] months of its budgeted unrestricted operating expenditure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0e33a7c-3eac-405c-9314-4471a917fbbd","order":225,"text":"In determining that target range the Governing Body has had regard to the pattern and the reliability of the income of the Organisation, the extent to which its expenditure is committed or may be reduced at short notice, the terms of every funding agreement and the requirements of every funder, the risks to which the Organisation is exposed, and the cost of an orderly cessation of its activities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cccc93d2-31f5-4913-81dd-edf033058194","order":226,"text":"The Treasurer must report the level of the Reserves to the Governing Body at each of its regular meetings, expressed both as an amount and as the number of months of budgeted unrestricted operating expenditure which it represents.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2fadf91-7de8-47e3-9afa-cdbb4e491231","order":227,"text":"If at any time the Reserves fall below the minimum of the target range, the Governing Body must adopt and record a written plan for their restoration within a specified period. If at any time the Reserves exceed the maximum of the target range, the Governing Body must consider and record how the excess is to be applied in furtherance of the charitable purposes of the Organisation, whether by increased expenditure upon its activities, by designation for a specified project or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ddaaa20-b0da-492e-b6d3-1823a567fa7e","order":228,"text":"Restricted funds, endowment funds and funds designated by the Governing Body for a specified purpose do not form part of the Reserves. The Governing Body must review every designation at least once in each Financial Year and must release any designated fund which is no longer required for the purpose for which it was set aside.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fed3cb4a-8e15-4940-93a9-3729793a11d0","order":229,"text":"The policy of the Organisation as to Reserves, the level of Reserves held and the reasons for holding them must be explained in the annual report of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2432ae0a-7864-49c4-b613-0d1ae379be3b","order":230,"text":"23. INVESTMENT OF FUNDS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"c5f669c8-de71-40b3-9af9-611b81ee81e3","value":"yes","type":"add","operator":"="}],"sectionNum":"S23"},{"id":"e740746e-d7ed-4d85-8b9c-7c8a926097f7","order":231,"text":"The Governing Body may invest such of the funds of the Organisation as are not immediately required for its activities in such investments as are authorised by the Governing Instrument and by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c5f669c8-de71-40b3-9af9-611b81ee81e3","value":"yes","type":"add","operator":"="}]},{"id":"77f6c4f6-5168-4af6-8ac2-af5b26e38149","order":232,"text":"The Governing Body must adopt a written investment policy specifying the objectives of the investment of the funds, the degree of risk which is acceptable, the liquidity required, the permitted classes of investment, and any investment which is excluded upon ethical grounds or because it is inconsistent with the charitable purposes of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c5f669c8-de71-40b3-9af9-611b81ee81e3","value":"yes","type":"add","operator":"="}]},{"id":"6b344c3f-a0f9-4052-b93c-838d39962bfc","order":233,"text":"The Governing Body must review the performance of the investments at least once in each Financial Year, must obtain and consider proper advice before making or varying any investment unless it reasonably concludes that in the circumstances it is unnecessary to do so, and must ensure that the investments are held in the name of the Organisation or of a custodian appointed by it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c5f669c8-de71-40b3-9af9-611b81ee81e3","value":"yes","type":"add","operator":"="}]},{"id":"d8d753a6-58ab-4573-b099-f5e96c664776","order":234,"text":"No speculative transaction may be entered into, and no borrowing may be undertaken for the purpose of investment, without the prior resolution of the Governing Body recorded in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c5f669c8-de71-40b3-9af9-611b81ee81e3","value":"yes","type":"add","operator":"="}]},{"id":"3caf3cb0-2724-4976-ad98-15ddc3ce94e5","order":235,"text":"No investment may be made in an undertaking in which a Member of the Governing Body or a Connected Person holds a substantial interest, unless the Interest has been declared and the investment has been approved in accordance with the provisions of this Policy relating to transactions with Connected Persons.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c5f669c8-de71-40b3-9af9-611b81ee81e3","value":"yes","type":"add","operator":"="}]},{"id":"7af253a4-2299-4fb5-a3fb-e26a3ecf94ed","order":236,"text":"24. PUBLIC FUNDING AND FUNDER REQUIREMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}],"sectionNum":"S24"},{"id":"75afe725-3ff2-4901-81ad-3c3bd2f56787","order":237,"text":"The Organisation receives subventions, grants or other funding from the Government of the Hong Kong Special Administrative Region or from a public body. The Governing Body must ensure that the funds so received are applied strictly in accordance with the terms and conditions of the relevant funding agreement or letter of grant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}]},{"id":"75649bdb-822c-4c59-b022-add81ef881e0","order":238,"text":"The Governing Body must ensure that the Organisation complies with the accountability requirements of the funding authority, including the submission of budgets, financial reports, audited statements of accounts, service performance reports and such other returns as may be required, within the time limits specified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}]},{"id":"539950ff-230e-47e8-845a-e64e3f9092dc","order":239,"text":"Where the funding authority is the Social Welfare Department, the Governing Body must ensure that the Organisation observes the requirements applicable to subvented organisations, including those relating to the Lump Sum Grant where applicable, to the Service Quality Standards, to the disclosure of the remuneration of senior staff, and to the retention of Reserves within any limit prescribed by the funding authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}]},{"id":"619fd024-c45e-42df-983a-8061f5d9cdea","order":240,"text":"Where a limit upon the retention of Reserves is imposed by a funding authority, the policy of the Organisation as to Reserves is to be applied subject to that limit, and any Reserves derived from subvention which exceed the permitted limit must be dealt with in accordance with the requirements of the funding authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}]},{"id":"a463557a-e755-4e80-9d08-495034d0ae09","order":241,"text":"The Governing Body must ensure that no funding received for a specified service or project is applied to any other purpose without the prior written consent of the funding authority, and that separate records are maintained in respect of each funded service or project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}]},{"id":"6a8bd2ef-8fec-4b2a-a2e6-a6e5d56aaa59","order":242,"text":"The Governing Body must notify the funding authority forthwith of any material change in the governance, the financial position or the capacity of the Organisation to deliver the funded service, and of any incident required by the funding agreement to be reported.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}]},{"id":"baf8c2e3-632b-433b-883f-54f40d794c0a","order":243,"text":"25. INDEMNITY AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"9c269c43-b47c-4e86-b277-8bae1c9c1bf3","order":244,"text":"Subject to the Governing Instrument and to the general law, the Organisation may indemnify a Member of the Governing Body against liability incurred by him or her in the proper performance of the duties of that office; but no indemnity may extend to liability arising from fraud, dishonesty, wilful default or a knowing breach of duty, nor to any liability which the Organisation is prohibited by law from indemnifying.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c47605d6-6600-41d8-bf35-faaaad9746c3","order":245,"text":"Any indemnity given by the Organisation must not exceed a permitted indemnity provision within the meaning of the Companies Ordinance (Cap. 622), and the Organisation must comply with the requirements of that Ordinance as to the disclosure of, and the right of inspection of, any such provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a20f625a-c62c-4c18-9e44-ca023da9c698","value":"a company limited by guarantee incorporated in Hong Kong","type":"add","operator":"="}]},{"id":"926719a0-bacd-46c4-ad1a-60488b7961ff","order":246,"text":"The Governing Body must consider at least once in each Financial Year whether to effect and maintain insurance against liability incurred by the Members of the Governing Body and by the officers of the Organisation in the performance of their duties, and must record its decision and the reasons for it in the minutes. The premium may be paid out of the funds of the Organisation only where the Governing Body is satisfied, upon the advice it considers necessary, that the effecting of the insurance is in the interests of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"07f1c508-4a18-4f00-bea3-e2161197dd46","order":247,"text":"The Organisation must effect and maintain such other insurance as is required by law or by any condition of funding, and such public liability, property and professional indemnity insurance as the Governing Body considers prudent having regard to its activities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e533ca64-9329-41ea-ba12-35642e49ef11","order":248,"text":"26. TRANSPARENCY, ANNUAL REPORTING AND COMPLAINTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S26"},{"id":"b26dc748-4e00-4180-84c9-5ccf8d78cc3e","order":249,"text":"The Governing Body must cause an annual report to be prepared in respect of each Financial Year, describing the activities of the Organisation and its achievements against its objectives, the composition of the Governing Body and the attendance of its members at meetings, the level of the Reserves and the reasons for holding them, and every material transaction with a Connected Person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"48bfecc7-da05-4e6c-88fd-141bc33d1323","order":250,"text":"The annual report and the annual financial statements must be made available to any person who requests them and, where the Governing Body so resolves, published upon the website of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce0b3255-866e-4d78-bd17-e9d4f3d9960b","order":251,"text":"The Organisation must adopt a written procedure for the receipt, acknowledgement, investigation and resolution of complaints made by beneficiaries, donors, members of the public and other persons having dealings with it. A summary of the complaints received and of their resolution must be laid before the Governing Body at least once in each Financial Year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"593790c9-59b9-4f03-a8de-ebb9b099c64e","order":252,"text":"The Governing Body must respond promptly and fully to any enquiry made by the Inland Revenue Department, by a funding authority, or by any other regulator having jurisdiction in relation to the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9392a717-c8a8-4c03-8747-733de2417814","order":253,"text":"27. CONFIDENTIALITY AND PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S27"},{"id":"3b504b77-1b4e-4d68-b338-b5af478dd555","order":254,"text":"Every Member of the Governing Body must keep confidential all information relating to the Organisation, its beneficiaries, its donors, its staff and its volunteers which is acquired in that capacity, and must not disclose or use any such information otherwise than for the proper purposes of the Organisation, whether during or after his or her term of office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"411fd2a0-ab28-40da-8849-20491565837c","order":255,"text":"The Organisation must collect, hold, process and use personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and with the data protection principles set out in it, must adopt a written privacy policy statement and such personal information collection statements as are required, and must not use the personal data of a donor or beneficiary in direct marketing otherwise than in accordance with that Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d371658-fb42-43f2-9616-b89f781551ee","order":256,"text":"The provisions of this Policy as to confidentiality do not prevent any disclosure required by law, or made in good faith to a regulator, funder, auditor or professional adviser of the Organisation, or made in accordance with the provisions of this Policy relating to the reporting of concerns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4290cd10-2098-4c5c-a2bd-fcdaf226354d","order":257,"text":"28. REPORTING OF CONCERNS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S28"},{"id":"775fbfc7-b213-47d0-a322-c0770f941bfe","order":258,"text":"Any Member of the Governing Body, officer, employee or volunteer who has a reasonable belief that there has been, or is likely to be, a breach of this Policy, a misapplication of the funds of the Organisation, a failure to comply with a legal obligation or any other impropriety must report the matter to the Chairperson or, where the concern relates to the Chairperson, to the Treasurer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5e70e6d-248e-4a46-a960-dadeb2fe607c","order":259,"text":"The Governing Body must consider every such report at its next meeting, must cause such enquiry to be made as the circumstances require, and must record the outcome in the minutes. Where the matter discloses a suspected criminal offence, it must be reported to the appropriate authority, including where appropriate the Independent Commission Against Corruption or the Hong Kong Police Force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f39e680-8928-4a45-8e8c-fbb92496f79d","order":260,"text":"No person who makes a report in good faith under this Policy is to suffer any detriment by reason of having done so, and the identity of the person making the report must be kept confidential so far as is consistent with the proper investigation of the matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a656a901-4be4-49da-88e6-0c620af72763","order":261,"text":"The Governing Body must ensure that this procedure is made known to every Member of the Governing Body, officer, employee and volunteer, and that a means of reporting a concern which does not require it to be made to the person to whom it relates is available at all times.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"270e0104-1684-4176-bab9-def03a8aeec3","order":262,"text":"29. BREACH OF THIS POLICY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S29"},{"id":"e7c8873c-ca6d-4130-8bff-1a707e6c1d6e","order":263,"text":"A failure by a Member of the Governing Body to comply with this Policy is a serious matter and may constitute a breach of the duties owed by that member to the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89ca2180-b539-4d8a-8589-de3b7d01fc01","order":264,"text":"Where it appears to the Governing Body that this Policy has been breached, it must consider the matter, must give the person concerned a fair opportunity to be heard, and must determine what action is to be taken, which may include the requirement of an undertaking as to future conduct, the reversal or variation of any decision affected by the breach, the recovery of any benefit improperly obtained, the removal of the person concerned from any office held within the Organisation and, where the Governing Instrument so permits, the removal of that person from the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"09887219-7e54-41b2-af7d-0533badcc14d","order":265,"text":"The person concerned must not participate in the deliberation or determination of the matter and must not be counted in the quorum in respect of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e3445af5-0408-49d5-9e44-71acdee92911","order":266,"text":"Where the breach involves a member of the staff of the Organisation, the matter must in addition be dealt with under the disciplinary procedure applicable to that person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68987f94-8d92-4593-8653-100ff58e8cc5","value":"yes","type":"add","operator":"="}]},{"id":"5673e41b-e186-4ba4-9756-fd32947513c9","order":267,"text":"Nothing in this Policy limits the right of the Organisation to pursue any remedy available to it at law or in equity, including the recovery of property or profits, or to report a matter to the appropriate authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1a160b0-3801-41a1-94ab-cd1480872d95","order":268,"text":"30. REVIEW, BOARD EFFECTIVENESS AND AMENDMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S30"},{"id":"99ab76cb-fda5-4c67-b1ca-8a6ebaa3f1ca","order":269,"text":"This Policy must be reviewed by the Governing Body at least once in every year, and in any event upon any material change in the activities, the funding or the governance arrangements of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8c88932-1037-4b95-8c15-c61b6f4539ff","order":270,"text":"The Governing Body must review its own performance and effectiveness at least once in every two years, considering its composition, the conduct of its meetings, the quality of the information laid before it, the operation of its committees and the contribution of its individual members, and must record the outcome of that review and the action to be taken in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7cd323a-679c-4cdf-82cf-06dc8326c9b1","order":271,"text":"An annual governance compliance checklist is set out in the Fourth Schedule. The Secretary must complete it in respect of each Financial Year and lay it before the Governing Body at the first meeting held after the end of that Financial Year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e40d96e4-f808-4ce2-861a-62ec8bee1697","order":272,"text":"This Policy may be amended by resolution of the Governing Body, provided that no amendment may be made which is inconsistent with the Governing Instrument, with the general law or with any condition of funding. Every amendment must be recorded in the minutes, and a consolidated version of this Policy as amended must be circulated to every Member of the Governing Body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"adaa7aa7-ff28-4632-9d10-e2cc16814161","order":273,"text":"The Secretary must ensure that a current copy of this Policy is given to every Member of the Governing Body, to every member of a committee and to every member of the Senior Management, and that each of them acknowledges receipt of it in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"946f0511-cb15-407d-a636-3effabcc64a0","order":274,"text":"No failure or delay by the Organisation in enforcing any provision of this Policy operates as a waiver of that provision or of any other provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2be78c78-3ddb-4541-b942-be01912ae92e","order":275,"text":"31. GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S31"},{"id":"f586fdd5-00cb-4e70-8d82-2191fdbded7d","order":276,"text":"This Policy is governed by, and is to be construed in accordance with, the laws of the Hong Kong Special Administrative Region.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c79209d5-4b17-423c-8ca7-33305ce17855","order":277,"text":"Any question as to the interpretation or application of this Policy is to be determined by the Governing Body, whose determination made in good faith is final; provided that nothing in this Policy excludes or limits the jurisdiction of the courts of Hong Kong or the powers of the Secretary for Justice in relation to charities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba38a190-a6bd-4339-a2bd-af6ebc7c1614","order":278,"text":"ADOPTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24"},{"id":"bd694d91-db4a-423e-ab50-5575b5ddb16e","order":279,"text":"ADOPTED by resolution of the Governing Body of [Full name of the organisation] at a meeting duly convened and held on [Date of adoption], and effective from that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"9af90f96-6cfb-4f60-84e1-b4f14cabfad4","order":280,"text":"Signed for and on behalf of the Governing Body:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"766a5a22-810a-4647-bfd4-3d3baf1190c7","order":281,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"b85fa2e1-e519-4cde-b799-ccec1d39fadd","order":282,"text":"Name: [Name of the Chairperson]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"9d790199-8970-4436-8b14-a75e85a3e99d","order":283,"text":"Chairperson","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"6b403adc-0546-45e4-bdac-ead3979ac6da","order":284,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"5b90d91e-8c60-4a25-afd5-d37fdf7e423d","order":285,"text":"Name: [Name of the Secretary]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"767fe44e-0670-4f4c-b840-6b193cf84a82","order":286,"text":"Secretary","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"109fec40-fc75-41c5-9956-c1181491fe0b","order":287,"text":"FIRST SCHEDULE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"30"},{"id":"89b1fb00-927f-43bb-8988-28dc535c0103","order":288,"text":"DECLARATION OF INTERESTS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0c709640-702b-420e-bb61-b10f45b5d215","order":289,"text":"[Full name of the organisation]","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"586a3995-aa0b-49c0-9907-1467806a2099","order":290,"text":"I, the undersigned, being a Member of the Governing Body, a member of a committee or a member of the Senior Management of the Organisation, declare the following interests, in respect of myself and of each Connected Person, in accordance with the Charity Governance and Conflict of Interest Policy of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4793139c-fda3-4c4e-a4d3-2c51327577b7","order":291,"text":"Name of declarant: ______________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7269f04a-08cc-4ed0-bdd1-acb55e224e93","order":292,"text":"Office or position held: _________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"fd14d6f8-9ad8-4483-acc9-1a1d2d7db536","order":293,"text":"Date of appointment: ____________ Date of this declaration: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"77283d2e-8f1c-4f47-a9d2-47b1b860c476","order":294,"text":"This declaration is made: on appointment ____ annually ____ upon a change of interests ____","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"572fee73-2e63-4bb5-aa2a-902726e6b033","order":295,"text":"Part 1 — Directorships, trusteeships, offices, employments and partnerships held by me or by a Connected Person","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"04d63a24-1144-4aaa-b069-fc72fe971012","order":296,"text":"Name of body or firm: ____________________ Nature of interest: ____________________ Held by: ____________________ Held since: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"8a60630d-c8c0-42d5-a149-ec29d65a0e6d","order":297,"text":"Part 2 — Substantial interests in bodies corporate which trade with, supply goods or services to, or receive funding from the Organisation","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"db2bcc21-9a4b-4bd3-b783-766d34cb53ea","order":298,"text":"Name of body corporate: ____________________ Extent of interest: ____________________ Held by: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"b3cdeb70-ebed-4b29-9fa8-b00b59bd0d1d","order":299,"text":"Part 3 — Contracts, transactions and arrangements with the Organisation, existing or proposed","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0d885c60-788a-4997-954e-bb0fa8e5be85","order":300,"text":"Description: ____________________ Value: ____________________ Party interested: ____________________ Date: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"a9bb4387-d9d3-40df-8009-63f18afa9136","order":301,"text":"Part 4 — Employment or engagement by the Organisation of any Connected Person","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3029c2bf-4fc7-4603-93c8-d189872b933f","order":302,"text":"Name: ____________________ Relationship: ____________________ Position held: ____________________ Engaged since: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"608ded98-dc16-4cf8-9d06-0a88d6e4dddf","order":303,"text":"Part 5 — Gifts, advantages and hospitality received from any person having, or seeking to have, dealings with the Organisation","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b96cbbe7-1bff-41d4-9435-e6f346af1c11","order":304,"text":"Description: ____________________ Value: ____________________ Offered by: ____________________ Date received: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"9cf04f2b-91b4-4a19-81aa-5aa38a3a38df","order":305,"text":"Part 6 — Any other matter which might reasonably be regarded as giving rise to a Conflict of Interest","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"eab9cf1f-c21c-47ce-af9b-2e8fdaff24d5","order":306,"text":"Details: ________________________________________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"8f30fd13-7d55-4fa3-9a8a-95f6602eb6d6","order":307,"text":"I confirm that the above is a complete and accurate statement of my interests as at the date of this declaration. I undertake to notify the Secretary forthwith of any change in the matters declared, and I acknowledge that I have received and read the Charity Governance and Conflict of Interest Policy of the Organisation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82fb5953-c2fd-41ea-a12f-e6b41d838be5","order":308,"text":"Signature: ____________________________ Date: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"03780fe1-1c5c-4a9e-a4b7-a6b129b5d9c9","order":309,"text":"Received and entered in the Register on: ____________________ By: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"c38dd487-e7a4-4996-b295-e8c4ae7c47a4","order":310,"text":"SECOND SCHEDULE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"30"},{"id":"17fb4645-aa32-4013-9335-8461a578eaec","order":311,"text":"REGISTER OF INTERESTS AND REGISTER OF GIFTS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7fb93a66-2b6c-46d1-b731-486f246c8a63","order":312,"text":"[Full name of the organisation]","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"21d9dac6-273c-4ac4-b206-b97a6d4111ff","order":313,"text":"The registers are to be maintained in the following form. A separate entry is to be made in respect of each Interest declared and of each gift, advantage or hospitality accepted. No entry is to be deleted; an Interest which has ceased is to be closed by the insertion of the date upon which it ceased.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c31029c3-97c4-48bf-88e2-bbf48f30e716","order":314,"text":"Part 1 — Register of interests","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"beab2aaf-320b-4f2b-b444-4eb913b3c525","order":315,"text":"Entry number: ____________ Date entered: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2ce735a7-3c1d-4cbf-b65b-bb9e3cbd5f48","order":316,"text":"Name of person: ____________________________ Office or position: ____________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"36592294-2860-4d3c-8eae-73c0e18de754","order":317,"text":"Nature and extent of the Interest: ________________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"86efb050-b604-4fd5-8769-82e640cdf6f7","order":318,"text":"Connected Person concerned and relationship: _____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"301e5be8-2013-40ef-9ee7-aa12f8907d5f","order":319,"text":"Date the Interest arose: ____________ Date declared: ____________ Date ceased: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"da46ae82-7fa6-48b7-b1a1-50547254f277","order":320,"text":"Action taken to manage the Conflict of Interest (recusal, approval, other): _______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3fd5e42a-8ef2-474c-9ba6-51efabf55b0a","order":321,"text":"Minute reference: ____________________ Entered by: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"2213b5c3-093c-4a9a-b906-a148fabe8b98","order":322,"text":"Part 2 — Register of gifts, advantages and hospitality","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"da1a620a-ab1f-47fb-af88-285e8d46bef8","order":323,"text":"Entry number: ____________ Date entered: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c4cdeb60-c2af-4924-b398-f4816a15fdbc","order":324,"text":"Name of recipient: ____________________________ Office or position: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5821fbda-3f57-4544-ab1c-88dfb3830674","order":325,"text":"Description of the gift, advantage or hospitality: ________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"11469178-84e7-461c-a40c-011636a47c8f","order":326,"text":"Estimated value: ____________ Offered by: ____________________ Date offered: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d1f60fb9-27c0-48ee-804e-c405824075be","order":327,"text":"Declined, accepted on behalf of the Organisation, or retained: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3709d1e9-c69c-4a82-95ee-2c101775e5b8","order":328,"text":"Approval given by: ____________________ Date of approval: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"9b8be982-bfbb-4a77-8fd3-502b88062019","order":329,"text":"Annual review of the registers confirmed by the Governing Body on: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4cf324ab-ce0f-4a94-885a-4cb433009aed","order":330,"text":"Signature of the person maintaining the registers: ____________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"e2ec6d7e-1f6c-4398-96d8-854178ce0bdd","order":331,"text":"THIRD SCHEDULE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"30"},{"id":"90ebcb6b-b1c9-409a-bc33-d92f0701539a","order":332,"text":"FORM OF MINUTE OF DECLARATION AND RECUSAL","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"bc8a7325-c944-4fb2-bd61-4988182df59c","order":333,"text":"The following form of minute is to be used to record a declaration of interest and any consequent recusal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a02a5bea-dced-4826-8de0-c637fdffb8fa","order":334,"text":"Item of business: (describe the matter under consideration)","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"064b7cb5-f54c-419e-b3eb-034162eb00e4","order":335,"text":"Before the item was considered, (name) declared an Interest in the matter, being (state the nature and extent of the Interest), and stated that the Connected Person concerned was (state the name of the Connected Person and the relationship).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18db8263-52ec-4e7f-8474-709500053bf5","order":336,"text":"(Name) took no part in the discussion of the item, withdrew from the meeting at (time) and did not vote, and was not counted in the quorum in respect of the item. The Chairperson confirmed that a quorum remained present. (Name) returned to the meeting at (time), after the item had been determined.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4400f09-8eae-4450-843d-3840cc484732","order":337,"text":"The remaining Members of the Governing Body, having no Interest in the matter, considered the item and resolved that (set out the resolution). The Members were satisfied that the transaction was in the best interests of the Organisation and upon terms no less favourable to the Organisation than those which could reasonably be obtained from an independent third party, for the following reasons: (set out the reasons and the objective evidence of value considered).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f07ffcea-6c72-4e79-960e-1a134acbf4d8","order":338,"text":"The Chairperson directed that the declaration and the action taken be entered in the Register.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"bc0add0e-8043-4f01-bdab-7de5bbc2c321","order":339,"text":"FOURTH SCHEDULE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"30"},{"id":"b3825c40-f6c5-4e9e-a952-43ba1e40e0ff","order":340,"text":"ANNUAL GOVERNANCE COMPLIANCE CHECKLIST","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a945532c-a053-4c53-9460-737969895ab9","order":341,"text":"[Full name of the organisation]","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"2dfb3254-fdfe-4ad7-b292-c354200ea75d","order":342,"text":"To be completed by the Secretary in respect of each Financial Year and laid before the Governing Body at the first meeting held after the end of that Financial Year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4125b9dc-f83b-4b0c-9d2b-b708accce4f3","order":343,"text":"Financial Year ended: ____________________ Completed by: ____________________ Date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"b2ce8111-aa54-4dc8-9978-c1e73d23f2d2","order":344,"text":"— Declarations of interests received from every Member of the Governing Body, every committee member and every member of the Senior Management ........ date completed: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"78c046ab-889a-4a10-af83-248480b60e47","order":345,"text":"— The Register, comprising the register of interests and the register of gifts, reviewed by the Governing Body ........ minute reference: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"fa6d25d5-f124-4ad3-adcc-241f0d20db7f","order":346,"text":"— Every transaction with a Connected Person approved and recorded, and disclosed in the financial statements ........ minute reference: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"afe98a45-1ba5-4482-a53d-c5023dedd6de","order":347,"text":"— Annual budget approved before the beginning of the Financial Year ........ minute reference: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0dd8c348-cbcd-4478-a67d-24ef61d9f2d6","order":348,"text":"— Annual financial statements approved, and audited or examined, within six months after the year end ........ date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"44699552-f320-492a-b51e-080708c1cfcc","order":349,"text":"— Scheme of financial control, scheme of delegation and bank mandate reviewed ........ date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4db00d36-1e42-437e-af2c-378237dc3012","order":350,"text":"— Level of Reserves within the target range, or a written plan adopted ........ minute reference: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9269c9f4-a341-46bd-a1d2-c3646abf37da","order":351,"text":"— Risk register reviewed and safeguarding arrangements confirmed ........ date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"af78ce67-b425-4dbd-a34a-f0ee21351872","order":352,"text":"— Insurance cover reviewed ........ date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b3c747e3-78a9-455a-8e5f-d1ca31ddf77b","order":353,"text":"— Every return required by the Inland Revenue Department, by any registry with which the Organisation is registered and by every authority providing funds to it, made within time ........ date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"03a6c134-4eb4-4b42-b2fe-b723005c2bbe","order":354,"text":"— Every permit or licence required for a fundraising activity obtained, and the results reported ........ date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"dafb02e4-e384-4c7f-9a21-e1726696b2b2","value":"yes","type":"add","operator":"="}]},{"id":"2bceacf4-28ac-49bf-8ae3-c6a3e383c4fc","order":355,"text":"— Every remittance outside Hong Kong supported by a written agreement, and a report accounting for the application of the funds obtained ........ date: 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____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"d7688032-b883-4506-99b8-40d98aeef914","value":"yes","type":"add","operator":"="}]},{"id":"ca09e08b-3d6f-465f-a8c8-b68e36ad7d9d","order":358,"text":"— Annual report prepared and made available ........ date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a3922986-4c95-4501-b3e2-2c7b10a4f0b9","order":359,"text":"— Complaints received and their resolution reported to the Governing Body ........ minute reference: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9b38b953-1a6c-4d16-ba79-c4711cade9af","order":360,"text":"— This Policy reviewed, and the effectiveness of the Governing Body assessed ........ minute reference: 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