Corporate, Governance & Compliance

The quality of a company’s corporate governance is rarely tested in ordinary circumstances; rather, it is revealed at the most consequential moments: when an investor conducts due diligence, when shareholders are in dispute, when regulatory authorities commence an inspection, or when the validity of a significant resolution is called into question. Most such issues do not arise from an incorrect decision, but from legal foundations that were inadequately built many years earlier. HM&P helps companies establish those foundations correctly from the outset and rectify them properly when necessary.

We advise domestic private enterprises, foreign-invested enterprises, and public and listed companies throughout the entire corporate lifecycle: from designing governance structures at the establishment stage and operating corporate decision-making bodies to maintaining compliance and addressing complex situations involving different ownership groups and corporate managers. HM&P’s capabilities in this field have been recognised by Asia Business Law Journal in the Compliance & Corporate Governance category for two consecutive years, 2025 and 2026.

Our Approach

We regard corporate governance as an operating system, not merely a set of documents. The charters, regulations and internal procedures we develop are designed to answer practical questions faced by businesses: who has authority to make this decision, how should this meeting be properly convened, whether this transaction constitutes a related-party transaction, and whether this resolution would withstand a legal challenge. For companies with multiple shareholder groups, particularly joint ventures and companies with institutional investors, we design decision-making mechanisms that balance the control rights and protective rights of each group, enabling the governance structure to function effectively rather than fall into deadlock.

For many clients, we act as an outsourced legal department, providing ongoing support in day-to-day decision-making, preparing for and conducting meetings of the Board of Directors and General Meeting of Shareholders, and serving as the primary point of contact when inspections or examinations arise. This way of working enables us to understand the client’s business in sufficient depth to provide prompt advice that reflects the relevant context and anticipates issues before they develop into risks.

We also help companies stay ahead of increasingly stringent transparency requirements, ranging from beneficial ownership declaration obligations under the new legal framework and controls over related-party transactions to governance standards that institutional investors and international partners increasingly regard as prerequisites for cooperation.

Scope of Services

• Company establishment, design of ownership and governance structures, and corporate reorganisation;
• Operation of corporate governance bodies, including the organisation and conduct of meetings of the Board of Directors, Members’ Council and General Meeting of Shareholders, and preparation and review of the validity of corporate resolutions;
• Corporate charters, internal governance regulations, operating regulations for management bodies, and internal policies and procedures;
• Rights, obligations and legal liabilities of shareholders, capital-contributing members and corporate managers;
• Governance mechanisms for joint ventures and companies with multiple shareholder groups, including veto rights, deadlock resolution mechanisms and minority shareholder protection;
• Related-party transactions, conflict-of-interest controls and internal control mechanisms;
• Compliance programmes, including legal risk reviews and assessments, development and implementation of internal compliance systems, and training;
• Corporate governance and information disclosure obligations of public and listed companies;
• Beneficial ownership, corporate transparency, and obligations to declare and update information;
• Outsourced legal services and representation before regulatory authorities in inspections and examinations.