Hugo Chu

Since the reunification of Hong Kong with China almost 20 years ago, the Standing Committee of the National People's Congress ("NPCSC") has interpreted the provisions of the Basic Law in five instances. The NPCSC interpretations had aroused great controversy within the Hong Kong society. This paper is aimed to examine the root cause of the controversies and conflicts aroused by the process of NPCSC interpretations and to conceive a way to rationalise the mechanism of legal interpretation for mitigating controversies. In summary, there are four reasons to cause controversies in the five NPCSC interpretations: 1) The intention of legal interpretation is driven by political purpose instead of clarifying legislative intent; 2) The Central Government and the HKSAR Government disregards the statutory procedure and authority of legal interpretation for achieving their desired political purpose through NPCSC interpretations. It was not in line with the procedural justice widely recognised by the Hong Kong society; 3) The difference between legislative interpretation under socialist legal system and legal interpretation under the common law system which is well understood by Hong Kong people; and 4) Hong Kong judges' understanding on the concept of high degree of autonomy and independent judicial power under the framework of Basic Law is inadequate. This paper proposes to establish a constitutional convention under the current constitutional framework for mitigating controversies caused by NPCSC interpretation of the Basic Law, rebuilding public trust in the Central Government and the HKSAR Government, and enhancing mutual understanding of the respective legal systems. 香港回歸祖國將近二十年，經歷共五次釋法。每次釋法，皆對香港社會帶來一定的沖擊。本文旨在探討歷次釋法所引起的爭議及其矛盾的由來，並提出解決方法。歸納分析，歷次釋法引來多次爭議原因有四： 1) 釋法意圖重視政治結果而非立法原意； 2) 中央或特區政府為求釋法(以達至其政治意圖)而罔顧法定的啟動程序及權限，與香港社會重視的程序公義產生矛盾； 3) 社會主義法系的立法解釋與香港市民在普通法系下對法律解釋的認知有所分歧；及 4) 香港法官對《基本法》框架下的高度自治及獨立司法權的理解存在落差。 本文建議在現行的法律下建構一套憲法性慣例，減少爭議並重建香港市民對中央及特區政府的信任，並加強兩地法制的相互了解。

Since the reunification of Hong Kong with China almost 20 years ago, the Standing Committee of the National People's Congress ("NPCSC") has interpreted the provisions of the Basic Law in five instances. The NPCSC interpretations had aroused great controversy within the Hong Kong society. This paper is aimed to examine the root cause of the controversies and conflicts aroused by the process of NPCSC interpretations and to conceive a way to rationalise the mechanism of legal interpretation for mitigating controversies. In summary, there are four reasons to cause controversies in the five NPCSC interpretations:

1) The intention of legal interpretation is driven by political purpose instead of clarifying legislative intent;

2) The Central Government and the HKSAR Government disregards the statutory procedure and authority of legal interpretation for achieving their desired political purpose through NPCSC interpretations. It was not in line with the procedural justice widely recognised by the Hong Kong society;

3) The difference between legislative interpretation under socialist legal system and legal interpretation under the common law system which is well understood by Hong Kong people; and

4) Hong Kong judges' understanding on the concept of high degree of autonomy and independent judicial power under the framework of Basic Law is inadequate.

This paper proposes to establish a constitutional convention under the current constitutional framework for mitigating controversies caused by NPCSC interpretation of the Basic Law, rebuilding public trust in the Central Government and the HKSAR Government, and enhancing mutual understanding of the respective legal systems.


香港回歸祖國將近二十年，經歷共五次釋法。每次釋法，皆對香港社會帶來一定的沖擊。本文旨在探討歷次釋法所引起的爭議及其矛盾的由來，並提出解決方法。歸納分析，歷次釋法引來多次爭議原因有四：

1) 釋法意圖重視政治結果而非立法原意；

2) 中央或特區政府為求釋法(以達至其政治意圖)而罔顧法定的啟動程序及權限，與香港社會重視的程序公義產生矛盾；

3) 社會主義法系的立法解釋與香港市民在普通法系下對法律解釋的認知有所分歧；及

4) 香港法官對《基本法》框架下的高度自治及獨立司法權的理解存在落差。

本文建議在現行的法律下建構一套憲法性慣例，減少爭議並重建香港市民對中央及特區政府的信任，並加強兩地法制的相互了解。

Several corporate scandals are related to lack of concerning stakeholders' interest. The voice of enhancing stakeholders' engagement in corporate governance framework is increasing. The paper is aimed to determine the pragmatic and applicable one-tier and two-tier board models for integrating stakeholders as board directors in multinational corporations. It begins with discussing why multinational corporations need to concern on stakeholders' interest and analysing different theoretical approaches for linking board composition with financial performance and corporate social performance. It will then review corporate governance frameworks integrating stakeholders' engagement in various jurisdictions and economic status (i.e. emerging markets and developed markets). Finally, pragmatic multi-stakeholder board models for one-tier and two-tier board structures will be proposed through defining board composition, CEO duality and mechanism to resolve disputes arise from board members.

This paper aimed at seeking the new leadership model in the 21st century by reviewing different leadership theories and discussing key elements. The four-layer model which is established based on different leadership theories equips leaders with ethical and flexible leadership for coping with the fickle, complex and crisis-prone context in the 21st century through our case study.

This paper aims to examine if the difference of legal traditions make different corporate governance regimes for protecting interest of listed family enterprises' shareholders through evaluating and comparing corporate governance regimes in the Greater China region, including Hong Kong, Taiwan and Mainland China. The result is consistent with the LLSV paper, i.e. common law tradition constitute better corporate governance regime. We also find that countries with civil law traditions can be enhance the quality of the corporate governance regime through legal and financial reforms, and through adopting some measures which is commonly found in companies govern by common law tradition.