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  • Peter Kam Fai Cheung SBS

Barrister As Director

If a practising barrister in Hong Kong takes on a permissive supplementary occupation as a company director (not an executive one), what can the barrister-director do? The Hong Kong Bar Association's Code of Conduct sets out the requirements for practice as a barrister in Hong Kong and the standards and rules of conduct which are appropriate in the interests of justice and its administration. The overriding principles are that a practising barrister should not (1) engage in activities that may adversely affect the reputation of the Bar, or prejudice a barrister's ability to properly attend the practice or clients' interests; or (2) use the professional qualification for the advancement of any other occupations unless they involve the skills of a barrister.

A barrister-director may share with the board the learning and experience on matters of general policy and of general legal principles which are applicable to the company's affairs. In so doing, a barrister-director should ensure that the advice is compatible with the position of director and is not of the kind which a barrister would advise a client. It would be proper if a barrister-director draws the attention of the board to the general effect of an Ordinance on the company's affairs or to advise that the company's terms of business needed revisions, but it would not be right for a barrister-director to undertake to revise the terms of the business.

In short, a barrister-director should avoid becoming concerned in specific legal matters affecting the company. When circumstances warrant a barrister-director to give advice in relation to a specific problem, either in a general way or as a matter of urgency, a barrister-director should ensure that the company consults its solicitors as soon as the matter reaches the point at which such consultation would normally take place. I am of the view that the detailed ethical rules empower value creation and strike a good balance among interests in a multidisciplinary world!

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