Proposed Amendments to the
Listing Rules Relating to Corporate
Governance Issues
March 2002
© 2002 Jones, Day, Reavis & Pogue
Proposed Amendments to the Listing Rules Relating
to Corporate Governance Issues
On 21 January 2002, the Hong Kong Exchanges and Clearing (“HKEC”) issued its Consultation
Paper on the proposed reform of its listing rules. The proposals aim to strengthen the level of
corporate governance standards of listed companies and to bring the current regulatory regime into
line with international market practices. The proposals introduce tougher requirements covering
three major areas:
• the protection of shareholders’ rights;
• directors and board practices; and
• corporate reporting and disclosure of information.
Code of Best Practice
Under the proposals, provisions in The Rules Governing the Listing of Securities on the Hong Kong
Stock Exchange (“Exchange”) (“Main Board Rules”) and The Rules Governing the Listing of
Securities on the Growth Enterprise Market (“GEM Rules”, together with the Main Board Rules,
the “HK Listing Rules”) will be amended to include the Code of Best Practice as an appendix to
the HK Listing Rules. Although compliance with the minimum standard will not be mandatory,
any deviation from it will be subject to full disclosure in the corporate governance section of the
companies’ annual reports.
Audit Committees
It will also be a compulsory requirement for Main Board issuers to establish an audit committee.
The audit committee will be required to comprise at least three non-executive directors with a
majority of independent non-executive directors and at least one independent non-executive director
with appropriate qualifications or experience. The proposals also recommend the establishment of
other governance committees, namely the remuneration committee and nomination committee.
Quarterly Reports
In addition, directors’ service contracts with a term of more than three years or a notice period
of more than one year will require shareholders’ approval. Companies will have to disclose additional
details concerning directors’ remuneration.
One of the most controversial proposals is the requirement for Main Board issuers to publish
quarterly reports within 45 days of their quarter-end and to include certain prescribed information
in their reports. In fact, new disclosure and reporting requirements will be introduced to synchronize
the listing rules for the Main Board and GEM-listed companies, as many of the proposals are already
required under the GEM rules.
The following summary highlights the current and the proposed statutory and non-statutory
requirements in relation to:
• directors and board practices; and
• corporate reporting and disclosure in Hong Kong.
We compare the major provisions of the existing and proposed Hong Kong Listing Rules with
the United Kingdom Listing Rules (“UK Listing Rules”) and the Combined Code: Principles of
Good Governance and Code of Best Practice of the United Kingdom1 (“Combined Code”).
_______________
1
The principal requirements on corporate governance in the United Kingdom are largely contained in
the United Kingdom Listing Rules issued by the UK Listing Authority (“UKLA”). The principles and
codes of practice are set out in The Combined Code: Principles of Good Governance and Code of Best Practice
(the “Combined Code”). It incorporated recommendations of corporate governance principles from
various reports (Cadbury Report 1992; Greenbury Report 1995; Hampel Report 1998) and is annexed
to the UK Listing Rules. It does not form part of the UK Listing Rules, but compliance with it must
be disclosed and any non-compliance must be justified in the issuer’s annual reports.
DIRECTORS and BOARD PRACTICES
Issues
Current Position
in Hong Kong
Independent NonExecutive Directors
(“INEDs”)
Factors not considered in
the assessment of independence:
Independence
(i) No prohibition on an
INED receiving shares
of an issuer as a gift
or by means of other
financial assistance
from the issuer itself
(but an INED is not
independent if he owns
more than 1% of the
total share capital issued by the issuer).
Proposed Amendments
to the HK Listing Rules
Additional factors to be
considered in the assessment of independence, for
example:
The UKLA adopted a more
liberal approach; no extensive guidelines in the assessment of independence:
(i) Any shares received as
gifts or by means of
other financial assistance from a connected
person as well as the
issuer itself (but an
INED is not independent if he owns more
than 5% of the total
share capital issued by
the issuer).
• The majority of non-executive directors should
be independent of management and free from
any business or other relationship which could
materially interfere with
the exercise of their independent judgment.
• Non-executive directors
considered to be independent in the above sense
(ii) If person is a current
should be identified in
or past (within previous
the annual report.
two years) director,
partner, principal or
employee of a professional adviser of the
issuer’s group.
(ii) A past or current professional adviser of the
issuer is not prohibited
from being appointed
as an INED.
(iii) No prohibition on the
appointment of a past
executive/executive director of the issuer as
an INED.
Qualifications
Comparison with the
UK Listing Rules
(iii) If person is a present
or past (within previous
two years) executive/
executive director of
the issuer’s group.
Minimum benchmarks as
to the qualifications of an
INED not stipulated; a person may be appointed if he
has the character, experience and integrity; demonstrates a standard of
competence; and can dedicate sufficient time and attention to the issuer’s
affairs.
2
Emphasis on the INED’s
contribution of his professional knowledge to the
board:
No express mandatory requirement, but the need for
having appropriate qualification can be inferred:
At least one INED appointed by the issuer must
have appropriate professional qualifications or experience in financial
matters.
• every director should receive appropriate training
on the first occasion that
he or she is appointed to
the board and subsequently, as necessary.
DIRECTORS and BOARD PRACTICES
Issues
Number of INEDs
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
The minimum number of
INEDs required to sit on
board is provided in the
HK Listing Rules:
Sufficient representation of
INEDs crucial for presenting independent views on
board decisions:
(i) At least two INEDs
must sit on the board
of directors.
(i) A minimum of two
INEDs and not less
than 1/3 of the members of the board
should be made up of
INEDs.
(ii) No specific disclosure
required if issuer failed
to have the minimum
number of INEDs to
sit on board.
(ii) Immediate announcement must be published if the number of
INEDs falls below the
minimum required.
(iii) If the number of
INEDs fell below the
minimum number, no
time limit is set for an
issuer to appoint a sufficient number of
INEDs to meet the
minimum requirement.
Independent Board
Committees (“IBC”)
Connected transactions
(iii) An issuer has to appoint a sufficient number of INEDs to meet
the minimum requirement within three
months after the number of INEDs has
fallen below the minimum number required.
No requirements in the
Main Board Rules or GEM
Rules for the formal establishment of an IBC, although IBC is formed to
advise independent shareholders whenever circular to
shareholders is required for
a connected transaction.
An IBC should be established to advise shareholders
on the transaction, taking
into account independent
expert’s opinion, and
should issue a separate letter of advice in the circular
to shareholders.
3
Comparison with the
UK Listing Rules
Same underlying principle
that the board should include non-executive directors of sufficient calibre
and number for their views
to carry significant weight
in the board’s decisions:
(i) Non-executive directors
should comprise not
less than 1/3 of the
board, where the majority of non-executive
directors should be independent.
(ii) No specific provision
requiring the announcement of failure to meet
the minimum number
of INEDs. There is a
general obligation to
notify the Company
Announcements Office
(“CAO”) of any major
changes which may affect the company’s performance, and the price
of its listed securities.
Establishment of an IBC is
not compulsory. The board
should agree on a procedure, in the furtherance of
their duties, to take independent advice if necessary.
DIRECTORS and BOARD PRACTICES
Issues
Board Practices
Code of Best Practice
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
The GEM Rules and the
(i) Code of Best Practice
(i) The Combined Code
Code of Best Practice in
will be set out as an
consists of two sections:
the Main Board Rules set
appendix to the GEM
(1) the Principles of
out the minimum standard
Rules as well as the
Good Governance and
of good practice concerning
Main Board Rules,
(2) the Code of Best
the general management
which stipulate the genPractice and is set out
responsibilities of the board
eral principles of good
as an appendix to the
of directors.
governance.
UK Listing Rules.
(ii) Code of Best Practice
sets out the recommended minimum
standard of general
management an issuer
should meet, but compliance is not mandatory.
(iii) Any issuer that deviates
from the minimum
standard must disclose
such deviation in its
annual report under the
corporate governance
reports section.
Report on corporate
governance
Comparison with the
UK Listing Rules
No provisions in the Main
Board Rules or the GEM
Rules requiring issuers to
include a report on corporate governance in their annual report.
Corporate governance report prepared by the board
of directors required to be
included in annual reports,
but the content of such a
report will not be specified.
Guidelines on essential elements to be included in the
report will be provided in
the HK Listing Rules.
4
(ii) A company incorporated in UK must disclose in its annual
report and accounts:
• A narrative statement
of how the Combined Code has been
applied – no specific
guidelines as to form
and content of the
disclosure;
• Reasons for noncompliance or confirmation of compliance
of the Combined
Code, etc.
Various provisions in the
UK Listing Rules and the
Combined Code require
certain corporate governance issues be included in
the annual reports; similar
to the elements proposed
by the HK Stock Exchange.
DIRECTORS and BOARD PRACTICES
Issues
Establishment of
governance committees
(1) Audit Committee
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
Comparison with the
UK Listing Rules
(i) The Code of Best Prac- (i) The Main Board Rules (i) No obligation to estabtice provides that issulish an audit committee
will be amended to folers should establish an
in the UK Listing
low the GEM Rules so
audit committee with
Rules, but such recomthat it is compulsory to
written terms of refermendation is present in
establish an audit comence stating its authorthe Combined Code.
mittee.
ity and duties.
(ii) Members must include
(ii) Members of an audit
(ii) It is obligatory for a
at least three non-excommittee must comGEM issuer to establish
ecutive directors of refprise at least three nonan audit committee
erence dealing with its
executive directors with
consisting of a miniauthority and duties;
a majority of INEDs
mum of two members
no reference to the
and at least one memwith a majority of
need for qualifications
ber with appropriate
INEDs and chaired by
in financial reporting;
qualifications or experian INED.
majority of members
ence in financial reportshould be INEDs.
ing.
(iii) Immediate announcement published and
the Exchange informed
if an issuer failed to
establish an audit committee or has not appointed a sufficient
number of nonexecutive directors
and INEDs to the
committee.
(iii) The members of the
committee should be
named in the reports
and accounts.
(iv) Issuers will be required
to disclose information
relating to the audit
committee in their annual reports.
(2) Remuneration
Committee
No express requirement in
the Main Board Rules and
the GEM Rules for the establishment of a remuneration committee.
Establishment of a remuneration committee comprising only INEDs is
recommended but not
mandatory. Issuers will be
required to disclose information relating to the remuneration committee in
their annual reports.
5
Remuneration Committee
is mentioned in the Combined Code but not in the
UK Listing Rules. A remuneration report should be
included in the issuer’s annual report; information to
be included is provided in
the Combined Code.
DIRECTORS and BOARD PRACTICES
Issues
(3) Nomination
Committee
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
No reference in the HK
Listing Rules in relation to
the establishment of a
nomination committee.
(i) Establishment of a
nomination committee
comprising a majority
of INEDs is recommended but not mandatory.
(ii) Issuers will be required
to disclose information
relating to the nomination committee in their
annual reports.
Comparison with the
UK Listing Rules
(i) A nomination committee should be established to make
recommendations to
the board on all new
board appointments.
Majority of the committee should be nonexecutive directors, and
the chairman should be
chairman of the board
or a non-executive director.
(ii) Information on the
members and chairman
of the nomination
committee should be
disclosed in the annual
reports.
Directors’ Duties and
Responsibilities
Non-executive directors
(“NEDs”)
The NEDs have a general
lack of awareness of their
functions on the board of
directors due to the absence
of clear guidelines in the
HK Listing Rules concerning their duties and responsibilities.
Three main duties and responsibilities of NEDs will
be stipulated in the Code
of Best Practice:
• Participate in board
meetings with an independent judgment
on issues of strategy,
performance, resources, key appointments and standards
of conduct.
• Protect interests of
minority shareholders
by inquiring into unusual matters or decisions which may be
detrimental to their
interests.
• Participate in various
governance committees.
6
No distinction should be
made between the duties
of executive directors and
NEDs under the law; all
directors should exercise
independent judgment on
issues of strategy, performance, resources, including
key appointments, and
standard of conduct.
DIRECTORS and BOARD PRACTICES
Issues
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
Comparison with the
UK Listing Rules
Chairman and Chief
The roles of the Chairman (i) The segregation of the (i) The two key responsibilities at the top of
Executive Officer (“CEO”) and the CEO are often
roles of the chairman
the company – the runcombined into one, renderand the CEO is recomning of the board and
ing a concentration of decimended but not manexecutive responsibility
sion-making power in one
datory.
of the running of the
person.
company’s business –
(ii) Whether the roles of
should be separated to
the two positions are
ensure balance of
segregated will be repower and authority.
quired to be disclosed
in the issuers’ annual
(ii) It must be publicly jusreports.
tified if roles of the
CEO and the chairman
are combined.
Internal controls
No reference is made to
internal controls in the HK
Listing Rules.
(i) Annual review of the
(i) Regular review by the
effectiveness of the indirectors of the issuer
ternal control system
on the effectiveness of
is recommended.
the internal control system is recommended
(ii) Directors’ report on
but not mandatory.
the review of internal
control system required
(ii) A report on internal
but no specific guidecontrol review should
lines of the content of
be included in the issuthe report.
ers’ annual report.
Securities Transactions
by Directors
A director is prohibited
from dealing in any securities of the issuer during the
“black out” period, except
when there is a pressing financial commitment to be
met (“Minimum Standard”).
Express provisions in the
HK Listing Rules requiring
disclosure of any breach of
the Minimum Standard of
conduct, which will be regarded as a breach of the
rules (except in the case
where the issuer has met
the Minimum Standard but
breached a more onerous
code set by themselves).
Disclosure of breaches
The HK Listing Rules do
not require issuers to disclose any breach of the
Minimum Standard of conduct in securities transaction to their shareholders
and the public.
7
Chapter 16 (Appendix) of
the UK Listing Rules is the
“Model Code” that sets
out the minimum standard
of conduct in directors’
dealings; compliance with
the minimum standard is
obligatory under UK Listing Rules.
DIRECTORS and BOARD PRACTICES
Issues
The “Black out” period
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
(i) Only GEM issuers
need to publish quarterly results.
(i) Main Board issuers will
be required to publish
results quarterly.
(ii) The “black out” period
is the same for results
published annually,
half-yearly or quarterly.
(ii) The “black out” period
for results published
quarterly will be shortened:
• One month immediately preceding the
date of the board
meeting for the approval of the
issuer’s results for any
year or half year;
• If reporting on quarterly basis, two weeks
immediately preceding
the earlier of the date
of the board meeting
approving the quarterly results and the
deadline of publication
of the results announcement and ends
on the day of results
announcement.
Directors’ Contracts,
Remuneration and
Appointments
Directors’ Service
Contracts
Comparison with the
UK Listing Rules
(i) The “closed period” is
different in length depending on the
company’s reporting
basis:
• Two months immediately preceding preliminary
announcement of annual results; or if reporting on half-yearly
basis, two months
preceding publication
of the half-year report;
• If reporting on quarterly basis, one
month preceding the
announcement of
quarterly results.
(i) Shareholders’ approval
(i) Shareholders’ approval
(i) No shareholders’ apneeded for service conneeded for the grant
proval is needed if
tracts continuing for
of service contracts to
a Main Board issuer
more than five years
a director of any issuer
grants a service contract
during which they canand its subsidiaries for
to a director for a term
not be terminated by
a term of more than
of less than 10 years.
the company.
three years.
Prior shareholders’ ap(ii) Service contracts with a
(ii) Shareholders’ approval
proval at a general
notice period of more
needed for the grant of
meeting is required if
than one year or a preservice contracts that
a director/proposed didetermined compensarequire an issuer to give
rector of a GEM issuer
tion on termination for
a one-year or more
or its subsidiaries is
more than one year’s
notice period or to pay
procuring a service consalary or benefits must
compensation of
tract for three years or
be disclosed in the anmore than one year’s
longer.
nual reports with rearemuneration on termisons for such length of
nation (other than
(ii) No shareholders’ apnotice period.
solely on account of an
proval required in relaearly termination by
tion to entering into
(iii) Remuneration Committhe issuer of a fixed
new service contracts
tee considers directors’
term contract).
with notice period exservice contracts and
ceeding one year.
makes appropriate dis(iii) Remuneration or Indeclosure in the remupendent Board Com(iii) No shareholders’ apneration reports.
mittee should form
proval needed in any
a view on any service
directors’ remuneration
contracts that need
decisions.
shareholders’ approval
and advise shareholders
on how to vote.
8
CORPORATE REPORTING and DISCLOSURE OF INFORMATION
Issues
Quarterly Reporting
Quarterly Reports
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
Comparison with the
UK Listing Rules
(i) Innovative high-growth
(i) Compulsory for both
and strategic-investment
Main Board and GEM
companies are required
issuers to prepare quarto prepare quarterly reterly reports; informaports as one of their
tion to be disclosed will
continuing obligations.
be stipulated in the
HK Listing Rules.
(ii) The quarterly reports
must be prepared in
(ii) Issuers required to inaccordance with the
clude minimum inforterms provided for the
(ii) Quarterly reports conmation (changes may
preparation of the halfbe made to the existing
tain information relatyearly reports.
ing to current quarter
GEM requirements on
quarterly reports to enand the financial year(iii) Quarterly reports must
sure consistency beto-date as well as combe published as soon
parative information of
tween Main Board
as possible and in any
Rules and GEM Rules).
the corresponding quarevent within 90 days
ter of the previous year.
of the end of the rel(iii) Main Board issuers to
evant period.
follow GEM Rules, i.e.,
(iii) GEM issuers must pubquarterly results publish and despatch their
quarterly results within
lished and despatched
within 45 days of the
45 days of the relevant
relevant quarter end.
quarter end.
(i) Half-year and annual
reports on financial position of issuers are
compulsory for both
Main Board and GEM
issuers, while GEM issuer is required to also
publish quarterly reports.
(iv) Audit Committee to
review the issuer’s quarterly reports.
Half-Year Reporting
Half-year reports
(i) Half-year reports must
(i) Half-year results and
be published as soon as
reports are to be pubpossible but within 90
lished and despatched
days of the period to
within two months of
which it relates.
the relevant period end
(applies to both Main
Board & GEM issuers). (ii) No express provision
on whether summary
financial statements are
(ii) Summary half-year repermitted for half-year
ports may be distribreports.
uted in place of full
half-year reports subject
to individual shareholders’ wishes; minimum
information to be included in the report
will be stipulated in
the HK Listing Rules.
(i) Main Board issuers required to publish halfyear results and
despatch half-year reports within three
months of the half-year
end, while the deadline
for GEM issuers is 45
days after the financial
period end.
9
CORPORATE REPORTING and DISCLOSURE OF INFORMATION
Issues
Full-Year Reporting
Annual reports
Others
Changes in directorship
Current Position
in Hong Kong
Proposed Amendments
to the HK Listing Rules
Comparison with the
UK Listing Rules
(i) Disclosure requirements (i) Additional requirements (i) Extensive guidelines on
of disclosure relating to
the contents of annual
as stated in Main
corporate governance
and auditors reports;
Board Rules, GEM
practices in issuers’ anthe information reRules, Companies Ornual reports, e.g., remuquired to be disclosed
dinance and accounting
neration of senior
under the UK system
standards.
management, investors
addresses most of the
relations, and additional
issues that the proposed
(ii) Annual results ancommentary on manamendments to the HK
nouncements and anagement discussion and
Listing Rules attempt
nual reports required to
analysis as reference for
to cover.
be published and desissuers.
patched within four
(ii) Issuers must publish
months of the financial
(ii) Main Board Rules to
their annual reports as
year end for Main
follow GEM Rules resoon as possible after
Board issuers and three
quiring issuers to pubthe accounts have been
months for GEM issulish and despatch their
approved and within
ers.
annual reports within
six months of the end
three months of their
of the financial period
financial year-end.
to which they relate.
(i) GEM issuers must pub- (i) Main Board issuers required to publish an
lish an announcement
announcement of any
of any changes in dichanges in directorship.
rectorship.
(ii) Biographical details
Main Board issuers
of newly appointed dineed only issue a press
rectors to be included
release rather than a
in the announcement
formal announcement
of their appointment.
on changes in directorship.
(ii) No disclosure requirements as to the announcement of
appointment of directors. Such announcements often give
minimal information
on the background and
details of the directors.
10
(i) CAO must be notified
of any changes to the
board without delay
and no later than by
the end of the business
day following the decision.
(ii) Biographical details
of directors newly appointed should be included in the
notification.
Further Information
Readers are urged to consult their regular contacts at
Jones Day or the lawyers listed below concerning their own
situation or any specific legal questions they may have.
General e-mail messages may be sent to
counsel@jonesday.com. We invite you to visit our Web
site at www.jonesday.com.
This Jones Day White Paper is a publication of Jones, Day,
Reavis & Pogue and should not be construed as legal advice
on any specific facts or circumstances. The contents are
intended for general informational purposes only and may
not be quoted or referred to in any other publication or
proceeding without the prior written consent of the Firm,
to be given or withheld at its discretion. The mailing of
this publication is not intended to create, and receipt of
it does not constitute, an attorney-client relationship.
Hong Kong
Barbara Mok
852.2110.7807
bmok@jonesday.com
Anne Ko
852.2110.7813
ako@jonesday.com
Kelly Poon
852.2110.7836
kpoon@jonesday.com
Justina Chan
852.2110.7823
jchan@jonesday.com
11
Jones Day: The Firm
A Current Overview
Since its founding in 1893, Jones, Day, Reavis & Pogue consistently has focused its practice on the
diverse legal needs of business enterprises. The Firm acts as principal outside counsel, or provides
significant legal representation, to approximately half of the Fortune 500 corporations, as well as to many
important non-United States corporations and other entities. For more than a century, Jones Day’s clients
have benefited from the Firm’s wealth of experience in handling the types of legal matters that confront
modern businesses, from single plaintiff cases and small transactions to large, complicated transactions,
multijurisdictional litigation, and a broad range of regulatory matters.
Jones Day is an integrated partnership and is organized into four major practice Groups: Business
Practice, Government Regulation, Litigation, and Tax. The practice Groups are supplemented by
multidisciplinary teams, as well as by specialized industry practices that provide interdisciplinary services
to legally intensive and highly regulated industries. The Firm’s practice- and industry-based structure
brings the talent and experience of the entire Firm to bear on matters originating in any office, promotes
the exchange of information, and allows for efficient and effective project management within and among
the various practices.
Jones Day is an international law firm with 26 locations in centers of business and finance throughout
the world. With more than 1,600 lawyers, it ranks among the world’s largest law firms. For more
information about Jones Day, visit our Web site at www.jonesday.com or e-mail us at
counsel@jonesday.com.
Worldwide Locations
Atlanta
Irvine
Paris
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
Tel.: 404.521.3939
Fax: 404.581.8330
5 Park Plaza, Suite 1100
Irvine, California 92614-8502
Tel.: 949.851.3939
Fax: 949.553.7539
120, rue du Faubourg Saint-Honoré
75008 Paris, France
Tel.: 33.1.56.59.39.39
Fax: 33.1.56.59.39.38
Brussels
London
Pittsburgh
Avenue Louise 480
1050 Brussels, Belgium
Tel.: 32.2.645.14.11
Fax: 32.2.645.14.45
Bucklersbury House
3 Queen Victoria Street
London EC4N 8NA, England
Tel.: 44.20.7236.3939
Fax: 44.20.7236.1113
One Mellon Bank Center, 31st Floor
500 Grant Street
Pittsburgh, Pennsylvania 15219-2502
Tel.: 412.391.3939
Fax: 412.394.7959
Chicago
Los Angeles
Shanghai
77 West Wacker
Chicago, Illinois 60601-1692
Tel.: 312.782.3939
Fax: 312.782.8585
555 West Fifth Street, Suite 4600
Los Angeles, California 90013-1025
Tel.: 213.489.3939
Fax: 213.243.2539
Cleveland
Madrid
30th Floor, Shanghai Kerry Centre
1515 Nanjing Road West
Shanghai 200040
People’s Republic of China
Tel.: 86.21.5298.6568
Fax: 86.21.5298.6569
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
Tel.: 216.586.3939
Fax: 216.579.0212
Velázquez 51, 4th Floor
28001 Madrid, Spain
Tel.: 34.91.520.39.39
Fax: 34.91.520.39.38
Columbus
2882 Sand Hill Road, Suite 240
Menlo Park, California 94025
Tel.: 650.739.3939
Fax: 650.739.3900/01
1900 Huntington Center
41 South High Street
Columbus, Ohio 43215
Tel.: 614.469.3939
Fax: 614.461.4198
Dallas
2727 North Harwood Street
Dallas, Texas 75201-1515
Tel.: 214.220.3939
Fax: 214.969.5100
Frankfurt
Hochhaus am Park
Grüneburgweg 102
60323 Frankfurt am Main
Federal Republic of Germany
Tel.: 49.69.9726.3939
Fax: 49.69.9726.3993
Hong Kong
31st Floor, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong
Tel.: 852.2526.6895
Fax: 852.2868.5871
Houston
Chase Tower, Suite 6500
600 Travis Street
Houston, Texas 77002-3008
Tel.: 832.239.3939
Fax: 832.239.3600
Menlo Park
Milan
Via Conservatorio, 17
20122 Milan, Italy
Tel.: 39.02.7645.4001
Fax: 39.02.7645.4400
Mumbai (Pathak & Associates, Associate Firm)
12th Floor, Express Towers
Nariman Point
Mumbai 400 021, India
Tel.: 91.22.236.3939
Fax: 91.22.230.6564
91.22.230.6550
New Delhi (Pathak & Associates, Associate Firm)
1st Floor, Dr. Gopal Das Bhavan
28 Barakhamba Road
New Delhi 110 001, India
Tel.: 91.11.373.8793
91.11.335.7345
Fax: 91.11.335.3761
91.11.335.0416
New York
Singapore
29-01 Prudential Tower
30 Cecil Street
Singapore 049712
Tel.: 65.538.3939
Fax: 65.536.3939
Sydney
Governor Phillip Tower, Level 38
1 Farrer Place
Sydney NSW 2000, Australia
Tel.: 61.2.9210.6921
Fax: 61.2.9210.6926
Taipei
8th Floor
2 Tun Hwa South Road, Section 2
Taipei, Taiwan
Tel.: 886.2.2704.6808
Fax: 886.2.2704.6791
Tokyo
Shiroyama MT Building, 6th Floor
1-17, Toranomon 4-chome
Minato-ku, Tokyo 105-0001, Japan
Tel.: 81.3.3433.3939
Fax: 81.3.5401.2725
Washington
51 Louisiana Avenue, N.W.
Washington, D.C. 20001-2113
Tel.: 202.879.3939
Fax: 202.626.1700
222 East 41st Street
New York, New York 10017-6702
Tel.: 212.326.3939
Fax: 212.755.7306
© 2002
This publication is printed on recycled paper.