TNAG-1645-FCO40-2292-Company-law-reform-in-Hong-Kong-Companies-(Amendment)-(No.-2-1987 — Page 121

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direct the affairs of the company, and it would be wrong to

downgrade, blur or cause confusion in the role they play on the

boards of their companies. If it is felt that a person can give some

specialist advice to a company but he does not wish to assume the

responsibilities of a director, then he can easily act as a

consultant or adviser without taking a seat on the board.

there is a case for saying that professional advice in particular

should come,

as it normally does, from a source independent of the

board and the company.

12.4

Indeed

The Committee would not like to encourage the practice,

which is sometimes thought to occur, of inviting persons of

distinction to joint the board of a company solely with a view

to enhancing the status of that company in the eyes of the general

public. It is thought equally undesirable that any person should

join the board of a company intending to take no active part in

its affairs but only in the hope of advancing his own personal

reputation. Nevertheless it was felt that conscientious non-executive

directors, particularly those with professional qualifications, can

perform a useful function in the system and that there is a real

danger that harsh penalties imposed upon all directors for failure

to comply with statutory requirements, such as the filing of annual

returns, in which a non-executive director cannot reasonably be

exepcted to take an interest, might well discourage capable persons

from accepting proper invitations. It is accepted that the nature

of a particular director's position is something that a court would

necessarily take into consideration when assessing the individual .

penalty. But even so it is thought that there may be a care for

exempting non-executive directors for initial liability in some

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