Q:
Chapter 1.1: Board Governance
1.1.2 Board of Directors
1.1.3 Good governance, ethical practices and relevant policies and procedures references
1.1.4 Powers and duties of the Board of Directors
1. The Board of Directors should be responsible for ensuring the affairs of the Association are properly managed. Terms of Reference should be included but not limited to:
3. To enable all Board Directors, in particular, the Chairperson, directors, holders of key functions such as Secretary and Treasurer, to perform their respective functions effectively, their roles and responsibilities should be defined clearly and understood by the relevant parties. Similarly, the roles and responsibilities of the Secretariat should also be laid down.
4. The Association should set up the maximum tenure and length of term of office a person may serve on the Board of Directors. For example, they may make reference to the term and age limits recommended by International Olympic Committee Code of Ethics that the term limit may be no more than 3 or 4 consecutive terms or 12 or 16 consecutive years in the same roles and the age limit not older than 70 or 75. Subject to various considerations, a person may stay in the Board of Directors beyond the maximum tenure. In case where the Association decides to allow a person to serve beyond the maximum tenure, special re-election conditions should be set up to ensure equal opportunity for all eligible persons within the Association. Please refer to Articles of Association (“AoA”) and requirements on the nomination, election and re-election of Board of Directors and functional committee members.
5. No individual from the Board of Directors should be able to make any decision on his/her own. The Board Directors should be collectively responsible for the long-term success of the Association. There should be perpetual discussions of proposals and concerns that demonstrate the best interest and success of the sport and the Association.
6. All Board Directors should exercise their professional judgement, must act in the best interests of the Association, and act in a manner consistent with their fiduciary duties.
7. No Board Directors of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money or money’s worth shall be given by the Association to any Board Directors.
8. The Association should ensure that there is no duplicated role of staff as Board Directors unless as an ex-officio member.
9. The Association should specify a minimum attendance rate required for Board Directors at Board of Directors meetings. For detailed requirements on meeting proceedings, please refer to Articles of Association (“AoA”).
10. The Association should hold induction training to new Board Directors to ensure they have a proper understanding of the Association’s operations and business and are aware of their duties and responsibilities.
1.1.5 Board of Directors Composition
1.1.6 Suspension and Termination of Board Directors
The Association should establish a clear and transparent mechanism for the termination of Board Directors to protect the Association from the negative impact caused by an individual Board Director engaging in unethical or improper behaviour. This can also demonstrate the Association’s commitment to ethical behaviour and accountability. If the Association retains the right to suspend any director(s), delegation and suspension protocols shall be clearly outlined in the Articles of Association.
The Association should outline the process and circumstances under which a Board Director may be suspended or terminated, and set up the procedures for filling vacancies for Board Directors resulting from suspension and termination, covering the factors for consideration (e.g. circumstances under which a vacancy may be filled), methods (e.g. appointment, by-election), duration of the term, approving authority and announcement of results.
If the Board Director is directly or indirectly interested in any contract with the Association and fails to declare the nature of this interest in a matter as required by Section 536 of the Companies Ordinance (Cap. 622), the Board Director may be suspended or terminated and may be liable to a Level 6 fine as defined by the Companies Ordinance (Cap. 622).
1.1.7 Conduct of Board of Directors and General Meetings
Acting with integrity and in a transparent manner are key elements of the Board of Directors. The Board of Directors should meet periodically to discharge their duties and maintain a proper record of the meetings and decisions.
The Association should ensure all meeting minutes are timely and accurately documented and should be confirmed by the attendees. The following information should be included in the meeting minutes:
1.1.8 Company Secretary
The Association must appoint a Company Secretary from the date of incorporation in accordance with Section 474 of the Companies Ordinance (Cap. 622), who can be an employee of the Association or an external service provider engaged by the Association.
The Company Secretary is responsible for supporting the Board of Directors by ensuring good information flow within the Board and that Board guidelines and procedures are followed. The Company Secretary is also responsible for advising the Board of Directors on governance matters and should also facilitate induction and professional development of Board Directors.
1.1.9 Transparency and Accountability
1.1.10 Review
~End of Chapter 1.1~
1.1.1 Registered Name of the Association
- The Baseball Association of Hong Kong, China Limited (BAHKC)
A National Sports Association (NSA), a local sports governing body recognized by the Sports Federation and Olympic Committee of Hong Kong, China. It is also affiliated with the respective international and Asian sports federations.
1.1.2 Board of Directors
- Board of Directors
- Vision, Mission & Ojectives
- Strategic Plan
- Corporate Governance,relevant policies and procedures, Annual Reports
1.1.3 Good governance, ethical practices and relevant policies and procedures references
- Olympic Charter
- International Olympic Committee Code of Ethics
- Articles of Association of Sports Federation and Olympic Committee of Hong Kong, China (SF&OC)
- Code of Governance of Sports Federation and Olympic Committee of Hong Kong, China (SF&OC)
- Code of International Federation - World Baseball Softball Confederation (WBSC)
- Code of Asian Federation - Baseball Federation of Asia (BFA)
1.1.4 Powers and duties of the Board of Directors
1. The Board of Directors should be responsible for ensuring the affairs of the Association are properly managed. Terms of Reference should be included but not limited to:
- a) Devise strategic directions and plans on the operations and development of its sport;
- b) Formulate and review policies, guidelines and procedures on major issues of governance for the Association;
- c) Ensure that the Association’s guidelines and procedures comply with related rules, regulations and requirements from relevant authorities;
- d) Oversee the day-to-day operation of the Association, implementation of policies, guidelines and procedures and conduct risk assessment as appropriate;
- e) Delegate, such of its powers and duties, provided that the powers so delegated are specified in each case;
- f) Formulate annual operational plans and clear targets;
- g) Approve budgets & financial plans, and monitor financial situation;
- h) Appoint & dismiss members from functional committees and Appeal Panel according to the stipulated guidelines and procedures;
- i) Appoint and dismiss employees with such titles, powers and duties as well as remuneration according to the set down guidelines and procedures;
- j) Appoint an external auditor to audit the financial statements of the Association;
- k) Consider any recommendation(s) on the revision of the guidelines and procedures;
- l) Communicate with stakeholders, including members, athletes, coaches, umpires, officials, sponsors, and the public and address complaints/concerns raised; and
- m) Evaluate performance of the Association and its senior management.
3. To enable all Board Directors, in particular, the Chairperson, directors, holders of key functions such as Secretary and Treasurer, to perform their respective functions effectively, their roles and responsibilities should be defined clearly and understood by the relevant parties. Similarly, the roles and responsibilities of the Secretariat should also be laid down.
4. The Association should set up the maximum tenure and length of term of office a person may serve on the Board of Directors. For example, they may make reference to the term and age limits recommended by International Olympic Committee Code of Ethics that the term limit may be no more than 3 or 4 consecutive terms or 12 or 16 consecutive years in the same roles and the age limit not older than 70 or 75. Subject to various considerations, a person may stay in the Board of Directors beyond the maximum tenure. In case where the Association decides to allow a person to serve beyond the maximum tenure, special re-election conditions should be set up to ensure equal opportunity for all eligible persons within the Association. Please refer to Articles of Association (“AoA”) and requirements on the nomination, election and re-election of Board of Directors and functional committee members.
5. No individual from the Board of Directors should be able to make any decision on his/her own. The Board Directors should be collectively responsible for the long-term success of the Association. There should be perpetual discussions of proposals and concerns that demonstrate the best interest and success of the sport and the Association.
6. All Board Directors should exercise their professional judgement, must act in the best interests of the Association, and act in a manner consistent with their fiduciary duties.
7. No Board Directors of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money or money’s worth shall be given by the Association to any Board Directors.
8. The Association should ensure that there is no duplicated role of staff as Board Directors unless as an ex-officio member.
9. The Association should specify a minimum attendance rate required for Board Directors at Board of Directors meetings. For detailed requirements on meeting proceedings, please refer to Articles of Association (“AoA”).
10. The Association should hold induction training to new Board Directors to ensure they have a proper understanding of the Association’s operations and business and are aware of their duties and responsibilities.
1.1.5 Board of Directors Composition
1.1.6 Suspension and Termination of Board Directors
The Association should establish a clear and transparent mechanism for the termination of Board Directors to protect the Association from the negative impact caused by an individual Board Director engaging in unethical or improper behaviour. This can also demonstrate the Association’s commitment to ethical behaviour and accountability. If the Association retains the right to suspend any director(s), delegation and suspension protocols shall be clearly outlined in the Articles of Association.
The Association should outline the process and circumstances under which a Board Director may be suspended or terminated, and set up the procedures for filling vacancies for Board Directors resulting from suspension and termination, covering the factors for consideration (e.g. circumstances under which a vacancy may be filled), methods (e.g. appointment, by-election), duration of the term, approving authority and announcement of results.
If the Board Director is directly or indirectly interested in any contract with the Association and fails to declare the nature of this interest in a matter as required by Section 536 of the Companies Ordinance (Cap. 622), the Board Director may be suspended or terminated and may be liable to a Level 6 fine as defined by the Companies Ordinance (Cap. 622).
1.1.7 Conduct of Board of Directors and General Meetings
Acting with integrity and in a transparent manner are key elements of the Board of Directors. The Board of Directors should meet periodically to discharge their duties and maintain a proper record of the meetings and decisions.
The Association should ensure all meeting minutes are timely and accurately documented and should be confirmed by the attendees. The following information should be included in the meeting minutes:
- a) Members in attendance and absence;
- b) Issues and topics being discussed;
- c) Discussions and dissenting views; and
- d) Resolution(s) passed or not passed.
- a) Frequency of the meeting;
- b) Minimum notification period for convening the meetings;
- c) Minimum delivery period of meeting agenda and discussion papers;
- d) Meeting details (e.g., time, date, venue and whether virtual meeting is allowed);
- e) Deadline for confirming attendance;
- f) Deadline for proposing discussion topics or issues;
- g) Quorum;
- h) Minimum attendance rate required of Board Directors at meetings;
- i) Rules of proceedings at meeting; and
- j) Resolution mechanism (e.g., by majority or by consensus).
1.1.8 Company Secretary
The Association must appoint a Company Secretary from the date of incorporation in accordance with Section 474 of the Companies Ordinance (Cap. 622), who can be an employee of the Association or an external service provider engaged by the Association.
The Company Secretary is responsible for supporting the Board of Directors by ensuring good information flow within the Board and that Board guidelines and procedures are followed. The Company Secretary is also responsible for advising the Board of Directors on governance matters and should also facilitate induction and professional development of Board Directors.
1.1.9 Transparency and Accountability
1.1.10 Review
~End of Chapter 1.1~
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Chapter 1.2: Functional Committees
1. Functional committees have specific areas of focus and assist Board of Directors in providing oversight of the Association’s operations, ensuring that proper practices are followed in accordance with relevant laws and guidelines. Hence, functional committees play an important role in maintaining good governance.
2. The existence of functional committees such as Audit, Finance, and Athlete Selection Committees are considered to be instrumental. The Board of Directors should, as far as possible, establish such functional committees to provide oversight on finance, internal control and risk management, as well as athlete selection of the Association.
3. If these functional committees are not established by the Association, the Board of Directors should ensure that these functions are appropriately overseen by designated Board Director(s).
4. The Association should establish other functional committees subject to its necessity and prevailing circumstances.
5. All members of the functional committees should pledge to uphold the principle of integrity and competency and fully understand their responsibilities.
6. The Association should lay down the Terms of Reference of each functional committee which includes the following information (not exhaustive) in Association’s governance documents:
The Association shall establish and publicize a fair and transparent mechanism in the appointment of functional committee members, which should include, but not limited to:
a) Eligibility of appointment
To ensure the Committee Member has the right knowledge and skill set to carry out their duties, the qualification, background and expertise required for should be determined and laid down in advance. The qualification requirements for the member of each committee should be tailored to meet the specific needs and responsibilities of the respective committee.
b) Maximum number of functional committees that a person can serve
The Association should determine the maximum number of functional committees that a person can serve to ensure all Committee Members can devote sufficient time and make contributions to the Association that are commensurate with their roles and responsibilities.
c) Declaration of interest
To ensure the appointee acts in the best interest of the Association, declaration on conflict of interest by the appointee should be performed at the time of appointment and regularly e.g., annually or biannually.
d) Announcement on the appointment
The Association should make the announcement of the appointment available to its stakeholders on a timely basis.
~End of Chapter 1.2~
2. The existence of functional committees such as Audit, Finance, and Athlete Selection Committees are considered to be instrumental. The Board of Directors should, as far as possible, establish such functional committees to provide oversight on finance, internal control and risk management, as well as athlete selection of the Association.
3. If these functional committees are not established by the Association, the Board of Directors should ensure that these functions are appropriately overseen by designated Board Director(s).
4. The Association should establish other functional committees subject to its necessity and prevailing circumstances.
5. All members of the functional committees should pledge to uphold the principle of integrity and competency and fully understand their responsibilities.
6. The Association should lay down the Terms of Reference of each functional committee which includes the following information (not exhaustive) in Association’s governance documents:
- a) Roles and responsibilities of the committee; BOARD GOVERNANCE
- b) Powers of the committee;
- c) Number of Committee Members;
- d) Composition of the committee, including the required expertise and professional background of the Committee Members;
- e) Nomination and appointment procedures;
- f) Tenure;
- g) Number of co-opt members;
- h) Meeting frequency;
- i) Quorum;
- j) Forms of meeting (whether a physical or virtual meeting is allowed);
- k) Records of discussion and decision-making process;
- l) Reporting lines; and
- m) Frequency of reporting to the Board of Directors.
The Association shall establish and publicize a fair and transparent mechanism in the appointment of functional committee members, which should include, but not limited to:
a) Eligibility of appointment
To ensure the Committee Member has the right knowledge and skill set to carry out their duties, the qualification, background and expertise required for should be determined and laid down in advance. The qualification requirements for the member of each committee should be tailored to meet the specific needs and responsibilities of the respective committee.
b) Maximum number of functional committees that a person can serve
The Association should determine the maximum number of functional committees that a person can serve to ensure all Committee Members can devote sufficient time and make contributions to the Association that are commensurate with their roles and responsibilities.
c) Declaration of interest
To ensure the appointee acts in the best interest of the Association, declaration on conflict of interest by the appointee should be performed at the time of appointment and regularly e.g., annually or biannually.
d) Announcement on the appointment
The Association should make the announcement of the appointment available to its stakeholders on a timely basis.
~End of Chapter 1.2~
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Chapter 1.3: Audit Committee
(a) The Audit Committee of the Association should undertake the responsibility of overseeing the financial reporting and audit processes of the Association independently and ensuring that the Association is complying with legal and regulatory requirements, including but not limited to:
(c) Amongst the Audit Committee members, there should be at least one member with relevant financial experience and/or risk expertise who can bring knowledge of accounting or finance, as well as internal control and risk management to the Audit Committee.
Audit Committee Members
Chairperson:
Mr. TO Hin Wing Charles, Director of Legal & Compliance of BAHKC
Members:
Mr. WONG Kai Shun Jacky, Secretary-General of BAHKC
Mr. Eddie Kam, Fellow of the Hong Kong Institute of Certified Public Accountants (Practising), External member
~End of Chapter 1.3~
- Identify and report significant risks issues to the Board of Directors;
- Recommend the appointment of external auditor and consult with the appointed external auditor on matters related to external audit; and
- Oversee the effectiveness of the designated internal control and risk management system.
(c) Amongst the Audit Committee members, there should be at least one member with relevant financial experience and/or risk expertise who can bring knowledge of accounting or finance, as well as internal control and risk management to the Audit Committee.
Audit Committee Members
Chairperson:
Mr. TO Hin Wing Charles, Director of Legal & Compliance of BAHKC
Members:
Mr. WONG Kai Shun Jacky, Secretary-General of BAHKC
Mr. Eddie Kam, Fellow of the Hong Kong Institute of Certified Public Accountants (Practising), External member
~End of Chapter 1.3~
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Chapter 1.4: Finance Committee
The Finance Committee is responsible for strategic planning on the management of finance, reviewing budget and providing financial advice to the Board of Directors on all matters related to financial operations of the Association, including but not limited to:
a) Assign a director preferably with expertise in accounting or auditing profession to review the Association’s budget and report to the Board of Directors; and
b) Review the Association’s financial performance and perform an internal audit when needed.
Finance Committee Members
~End of Chapter 1.4~
- a) Oversee the financial planning and management;
- b) Establish financial strategy;
- c) Budgeting;
- d) Recommend policies and guidelines related to financial operation; and
- e) Review issues of income and expenditure, liquidity management and other applicable area.
a) Assign a director preferably with expertise in accounting or auditing profession to review the Association’s budget and report to the Board of Directors; and
b) Review the Association’s financial performance and perform an internal audit when needed.
Finance Committee Members
- Convenor: Dr. LAM Ho Yi, Treasurer of BAHKC
- Mr. CHANG Yung Ta, Financial Controller of BAHKC
- Mr. WONG Kai Shun Jacky, Secretary-General of BAHKC
- Mr. NG Kwong Yuen Patrick, Vice-chairman of BAHKC
- External Member: Mr. S. B. CHOW, Certified Public Accountant
~End of Chapter 1.4~
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Chapter 1.5: Player Selection Panel
The Player Selection Panel is responsible for evaluating and selecting athletes for the upcoming international competition/multi-sports game in concern. Appointed Committee Members must have the expertise and the eligibility aligned to the 8 BOARD GOVERNANCE requirements set by the Association. Please refer to Team Hong Kong, China Player Selection Mechanism for detailed requirements.
If the Association lacks members possessing the requisite skills and expertise essential for a functional committee’s work, it is advisable for the Association to consider Team Hong Kong, China Player Selection Mechanismer the inclusion of suitable individuals as co-opt members. Co-opt members can offer their expertise, knowledge and insights to augment the committee’s capabilities as deemed necessary. The decision regarding the voting rights of such appointed co-opt members should be determined by the Board of Directors. Generally, co-opt members should not have voting rights on motions at Board of Directors’ level. Should the Board of Directors opine that co-opt members could have voting rights at other levels, it should be stipulated clearly in the Terms of Reference of respective committee.
Hong Kong Team Players Selection Panel
~End of Chapter 1.5~
If the Association lacks members possessing the requisite skills and expertise essential for a functional committee’s work, it is advisable for the Association to consider Team Hong Kong, China Player Selection Mechanismer the inclusion of suitable individuals as co-opt members. Co-opt members can offer their expertise, knowledge and insights to augment the committee’s capabilities as deemed necessary. The decision regarding the voting rights of such appointed co-opt members should be determined by the Board of Directors. Generally, co-opt members should not have voting rights on motions at Board of Directors’ level. Should the Board of Directors opine that co-opt members could have voting rights at other levels, it should be stipulated clearly in the Terms of Reference of respective committee.
Hong Kong Team Players Selection Panel
- Mr. NG Kwong Yuen Patrick, Vice-chairman of BAHKC
- Mr. WONG Kai Shun Jacky, Secretary-General of BAHKC
- Dr. WAN Man Ho, Director of BAHKC; and
- Two Directors of BAHKC, on rotation basis
~End of Chapter 1.5~
Q:
Chapter 1.6: Nomination, Election, Re-Election of Board Directors & Functional Committee
1. The Association should establish and publicize a fair and transparent mechanism in the nomination and election process of Board Directors and functional committee members. Nomination and election procedures may differ for the Board of Directors and functional committees, but both should comply with the principle of transparency and ethics. The entire process and the result should be documented, and the information should be made available to the Board of Directors and relevant stakeholders as appropriate.
2. Election mechanism needs to set up clear eligibility criteria as stipulated in the Articles of Association and/or any other resolutions/decisions made by the Board of Directors such as experience, qualifications, contributions, attendance to Association events/competitions, etc. Once they are set up, the Association shall publicize the nomination process that includes channels, deadlines, independent oversight, and the announcement of appointment. To ensure fairness, all members of the Association, as far as practicable, should be given the rights to nominate candidates, to be nominated and to vote for the final candidates using a secure and unbiased voting system.
3. The Association may select the method of nomination and election that are deemed as appropriate for the roles. Yet, it must be ensured that all nominations are made on merit in line with the qualifications and skills required by the Board of Directors and functional committees. The Association therefore needs to prepare a detailed list and descriptions of each position and specify nominating and voting rights of the members.
4. The Board of Directors should appoint a designated staff or an Election Committee for receiving nominations and reviewing their eligibilities after they have declared conflicts of interest.
5. The designated staff or Election Committee should verify the eligibility of voters and proxies (e.g. checking of membership status against the register of members, conduct authenticity check on appointed proxies) before casting of vote.
6. Board of Directors
a) The nomination guidelines and procedures for Board Directors should include:
Eligibility of nomination and being nominated
Qualification, background, expertise and personal attributes required for nominee should be determined in advance. This is to ensure that nominee has the appropriate knowledge and skill set to be elected as a Board Director (i.e., it is suggested that Association should appoint at least one Board Director with appropriate professional qualifications or related experience, such as legal, accounting or financial expertise). Proper eligibility requirement of nominator should be defined to ensure only registered members of the Association are entitled to nominate candidates.
Eligibility of voters
The eligibility requirements of voters and their voting rights should be defined. Common considerations in assessing whether a person is eligible to vote includes membership status, age and mental capacity, etc.
Responsible person for handling nominations
Appropriate personnel should be deployed to handle the nominations, including but not limited to the collection of nominations and preparation of the candidates list.
Timeline on call for nominations
Reasonable timeline of the nominations should be given and publicized to ensure nominators have sufficient time to tender their nominations.
Declaration of interest
To ensure the nomination process is objective and fair, procedures for declaration of potential conflict of interest by the personnel who involves in the nomination process should be established.
b) The election guidelines and procedures for Board Directors shall include:
• Ballot list
The Association should prepare a ballot list to offer the voters with details on each candidate’s background, experience and goals.
• Voting method
The Association should determine the voting method of the election, common examples of the voting method include vote by show of hands or by paper ballot.
• Definition of invalid vote
Invalid vote such as ballot with no markings or unclear intentions should be defined in advance to determine whether it would be voided.
• Dealing with equal vote
The Association should establish a procedure to deal with the situation of two or more nominees getting equal vote that are eligible to be elected for the same position.
• Requirements on being successfully elected
The Association should define the requirements on being successfully elected for both election and re-election, such as the minimum percentage of vote in favour, etc.
• Casting deadline
The Association should specify the deadline for casting of ballots, after which no further ballots can be cast.
• Vote counting
The Association should implement a transparent procedure for counting of votes, i.e., to count the ballots immediately after the casting deadline and in case this is not practicable, seal all ballots to prevent tampering, to ensure the votes be counted, tabulated and consolidated in an open manner, such as in the presence of representative of election observers and nominees, or have the whole process being videotaped.
• Scrutineer
To ensure the election is fair and legitimate, an independent observer should be deployed to monitor the election process.
• Ballot safeguarding
The Association should put in place measures to guard against unauthorized tampering with the ballots cast (e.g. use of double-locked ballot boxes with keys separately kept).
• Ballot record
The votes and ballot record should be properly maintained.
~End of Chapter 1.6~
2. Election mechanism needs to set up clear eligibility criteria as stipulated in the Articles of Association and/or any other resolutions/decisions made by the Board of Directors such as experience, qualifications, contributions, attendance to Association events/competitions, etc. Once they are set up, the Association shall publicize the nomination process that includes channels, deadlines, independent oversight, and the announcement of appointment. To ensure fairness, all members of the Association, as far as practicable, should be given the rights to nominate candidates, to be nominated and to vote for the final candidates using a secure and unbiased voting system.
3. The Association may select the method of nomination and election that are deemed as appropriate for the roles. Yet, it must be ensured that all nominations are made on merit in line with the qualifications and skills required by the Board of Directors and functional committees. The Association therefore needs to prepare a detailed list and descriptions of each position and specify nominating and voting rights of the members.
4. The Board of Directors should appoint a designated staff or an Election Committee for receiving nominations and reviewing their eligibilities after they have declared conflicts of interest.
5. The designated staff or Election Committee should verify the eligibility of voters and proxies (e.g. checking of membership status against the register of members, conduct authenticity check on appointed proxies) before casting of vote.
6. Board of Directors
a) The nomination guidelines and procedures for Board Directors should include:
Eligibility of nomination and being nominated
Qualification, background, expertise and personal attributes required for nominee should be determined in advance. This is to ensure that nominee has the appropriate knowledge and skill set to be elected as a Board Director (i.e., it is suggested that Association should appoint at least one Board Director with appropriate professional qualifications or related experience, such as legal, accounting or financial expertise). Proper eligibility requirement of nominator should be defined to ensure only registered members of the Association are entitled to nominate candidates.
Eligibility of voters
The eligibility requirements of voters and their voting rights should be defined. Common considerations in assessing whether a person is eligible to vote includes membership status, age and mental capacity, etc.
Responsible person for handling nominations
Appropriate personnel should be deployed to handle the nominations, including but not limited to the collection of nominations and preparation of the candidates list.
Timeline on call for nominations
Reasonable timeline of the nominations should be given and publicized to ensure nominators have sufficient time to tender their nominations.
Declaration of interest
To ensure the nomination process is objective and fair, procedures for declaration of potential conflict of interest by the personnel who involves in the nomination process should be established.
b) The election guidelines and procedures for Board Directors shall include:
• Ballot list
The Association should prepare a ballot list to offer the voters with details on each candidate’s background, experience and goals.
• Voting method
The Association should determine the voting method of the election, common examples of the voting method include vote by show of hands or by paper ballot.
• Definition of invalid vote
Invalid vote such as ballot with no markings or unclear intentions should be defined in advance to determine whether it would be voided.
• Dealing with equal vote
The Association should establish a procedure to deal with the situation of two or more nominees getting equal vote that are eligible to be elected for the same position.
• Requirements on being successfully elected
The Association should define the requirements on being successfully elected for both election and re-election, such as the minimum percentage of vote in favour, etc.
• Casting deadline
The Association should specify the deadline for casting of ballots, after which no further ballots can be cast.
• Vote counting
The Association should implement a transparent procedure for counting of votes, i.e., to count the ballots immediately after the casting deadline and in case this is not practicable, seal all ballots to prevent tampering, to ensure the votes be counted, tabulated and consolidated in an open manner, such as in the presence of representative of election observers and nominees, or have the whole process being videotaped.
• Scrutineer
To ensure the election is fair and legitimate, an independent observer should be deployed to monitor the election process.
• Ballot safeguarding
The Association should put in place measures to guard against unauthorized tampering with the ballots cast (e.g. use of double-locked ballot boxes with keys separately kept).
• Ballot record
The votes and ballot record should be properly maintained.
~End of Chapter 1.6~
Q:
Chapter 3: Selection of Athletes
3.1 Fundamental Principles of Athlete Selection
3.2 Athlete Registration
3.3 Selection Criteria
3.4 Selection Methods
3.5 Selection Procedures
3.6 Athlete Selection Committee
3.7 Appeal Panel & Procedures
3.8 Relaxation of Entitlement to Athlete Selection and/or Games
~End of Chapter 3~
3.2 Athlete Registration
3.3 Selection Criteria
3.4 Selection Methods
3.5 Selection Procedures
3.6 Athlete Selection Committee
3.7 Appeal Panel & Procedures
3.8 Relaxation of Entitlement to Athlete Selection and/or Games
~End of Chapter 3~
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Chapter 4.1: Management of Coaches
4.1.1 Qualification and Registration Mechanism
4.1.2 Database of Registered Coaches
4.1.3 Assignment of Coaching and Adjudicating Duties
Determine and publicize the method in assigning duties to coaches, and the NSA may consider the following approaches:
~End of Chapter 4.1~
- Overall structure and qualification for coaches
- Lay down the following information for coach training courses and qualification assessments
- Procedures/workflow for processing course enrolments for coaches:
- Design an end-of-course assessment for coaches:
- Lay down pre-assessment procedures of course enrolment for coaches upon receiving an application, which should include
- For allocation of course enrollment for coaches determined by first-come-first-served
- For Allocation of course for coaches determined by drawing lots
- Adopt the following actions to manage the stock of blank certificates for coaches:
- Determine and publicize the mechanism for registration and renewal of registrations of coaches, which should include:
4.1.2 Database of Registered Coaches
4.1.3 Assignment of Coaching and Adjudicating Duties
Determine and publicize the method in assigning duties to coaches, and the NSA may consider the following approaches:
- For open invitation
- For internal Mapping
- Prioritizes eligible applicants with the following considerations
~End of Chapter 4.1~
Q:
Chapter 4.2: Management of Umpires
4.2.1 Qualification and Registration Mechanism
4.2.2 Umpire Nomination for International Qualifications
4.2.3 Database of Registered Umpires
4.2.4 Assignment of Coaching and Adjudicating Duties
Determine and publicize the method in assigning duties to umpires, and the NSA may consider the
following approaches
~End of Chapter 4.2~
- Overall structure and qualification for umpires
- Lay down the following information for umpire training courses and qualification assessments:
- Procedures/workflow for processing course enrolments for umpires:
- Design an end-of-course assessment for umpires
- Lay down pre-assessment procedures of course enrolment for umpires upon receiving an application, which should include
- For allocation of course enrollment for umpires determined by first-come-first-served:
- For Allocation of course for umpires determined by drawing lots:
- Adopt the following actions to manage the stock of blank certificates for umpires:
- Determine and publicize the mechanism for registration and renewal of registrations of umpires, which should include:
4.2.2 Umpire Nomination for International Qualifications
4.2.3 Database of Registered Umpires
4.2.4 Assignment of Coaching and Adjudicating Duties
Determine and publicize the method in assigning duties to umpires, and the NSA may consider the
following approaches
- For open invitation
- For internal Mapping
- Prioritizes eligible applicants with the following considerations
~End of Chapter 4.2~
Q:
Chapter 5: Administration of Membership
5.1 Admission of Membership
5.2 Membership Validity and Subscription Fee
5.3 Renewal of Membership
5.4 Register of Members
5.5 Appeal Mechanism & Procedures
Appeal Panel
5.7 Adjustment on Membership
5.8 Membership Suspension and Termination
5.9 Retention Period of Membership Documents
5.10 Compliance with the Personal Data (Privacy) Ordinance
~End of Chapter 5~
5.2 Membership Validity and Subscription Fee
5.3 Renewal of Membership
5.4 Register of Members
5.5 Appeal Mechanism & Procedures
Appeal Panel
- Terms of Reference
- Powers of the Appeal Panel
- Panel composition
- Size of the panel
- Requirements on panel members
- Appointment of Chairperson and panel members
- Terms of appointment
- Membership database for Appeal Panel
- Replacement of the panel members
- Declaration of conflict of interest
- Eligible grounds for appeal
- Required documents for lodging the appeal
- Timeframe for lodging an appeal
- Method for lodging an appeal
- Quorum of the Appeal Panel
- Mode of deliberation (e.g., hearing, paper-based judgement, meeting of panel members)
- Information/Documents to be provided to the panel for deliberation
- List of panel members
- Notice period of the hearing
- Date/time of the hearing
- Location of the hearing
- Documents to be shared to the appellant prior to the appeal
- Hearing procedures
- Method of the hearings
- Deliberation method (by a majority decision or by consensus)
- Report the decision and any follow-up actions made by the Appeal Panel to the Board of Directors
- Decision date
- Voting result
- Discussion between panel members
- Reasons to come up with the decision
- Time and method of notifying the appellant and respondent of the outcome
- Retention period of documentation of decision-making process
- Commit to keep all the information relating to the appeal confidential
- Commit to handle all personal information obtained during the appeal process in compliance with the Personal Data (Privacy) Ordinance
- Determine if a fee is required for lodging an appeal and the payment method
- Invite views and comments on the Appeal Mechanism from stakeholders
5.7 Adjustment on Membership
5.8 Membership Suspension and Termination
5.9 Retention Period of Membership Documents
5.10 Compliance with the Personal Data (Privacy) Ordinance
~End of Chapter 5~
Q:
Chapter 6: General Administration
6.1 Equal Opportunity
6.2 Prevention of Sexual Harassment
6.3 Child Safeguarding
6.4 Handling of Complaints
6.5 Personal Data Privacy Protection
6.6 Information Security
6.7 Handling of Social Media
6.8 Anti-doping
6.9 Accounting
6.10 Procurement
6.11 Personal Expenses and Staff Administration
~End of Chapter 6~
6.2 Prevention of Sexual Harassment
6.3 Child Safeguarding
6.4 Handling of Complaints
6.5 Personal Data Privacy Protection
6.6 Information Security
6.7 Handling of Social Media
6.8 Anti-doping
6.9 Accounting
6.10 Procurement
6.11 Personal Expenses and Staff Administration
~End of Chapter 6~
Q:
Chapter 7: “Whistle-blowing” Policy
WHISTLE-BLOWING POLICY
Date of Policy: 1 September 2025
Issue Number: WP01/2025
Date of Policy Review: every two or three years
POLICY
We are committed to the highest possible standards of openness, probity and accountability. In line with that commitment we expect and encourage you our employees / members who have concerns about any suspected misconduct or malpractice within the company to come forward and voice those concerns.
While we could not guarantee that we will handle the report in the way you might wish, we will endeavour to respond to your concerns fairly and properly.
SCOPE
This policy applies to employees / members at all levels and divisions. It does not apply to independent contractors such as self-employed coaches / officials who run a profession or business on their own account.
PROTECTION AGAINST RETALIATION
Persons making appropriate complaints under this policy are assured of protection against unfair dismissal, victimisation or unwarranted disciplinary action, even if the concerns turn out to be unsubstantiated.
Persons who victimise or retaliate against those who have raised concerns under this policy will be subject to disciplinary actions.
SUPPORT FOR THE WHISTLEBLOWER
BAHKC recognizes that raising a concern can be a difficult decision and may cause stress and anxiety. We are committed to providing appropriate support to individuals who raise concerns in good faith under this policy.
Designated Support Contact
The Director of Legal & Compliance (DLC) shall act as the primary point of contact for the whistleblower for all matters related to support and well-being, separate from the investigative process. The whistleblower may contact the DLC to:
Depending on the nature of the case and the individual's needs, support may include:
BAHKC will check in with the whistleblower after the investigation is concluded to ensure that:
The Board’s Audit Committee has overall responsibility for this policy, but has delegated day-to-day responsibility for overseeing and implementing it to the designated senior officer and director: Senior Sports Manager, Deputy Sports Manager, and Secretary-General. Responsibility for monitoring and reviewing the operation of the policy and any recommendations for action resulting from investigation into complaints lies with the audit committee.
Management must ensure that all employees / members feel able to raise concerns without fear of reprisals. All employees / members should ensure that they take steps to disclose any misconduct or malpractice of which they become aware. If you have any questions about the contents or application of this policy, you should contact the Secretary-General (Email: sg@hkbaseball.org).
MISCONDUCT AND MALPRACTICE
It is impossible to give an exhaustive list of the activities that constitute misconduct or malpractice but, broadly speaking, we would expect you to report the following:
(a) A criminal offence;
(b) A failure to comply with any legal obligations;
(c) A miscarriage of justice;
(d) A financial impropriety;
(e) An action which endangers the health and safety of any individual;
(f) An action which causes damage to the environment;
(g) The deliberate concealment of information concerning any of the matters listed above.
While we do not expect you to have absolute proof of the misconduct or malpractice reported, the report should show the reasons for the concerns. If you make a report in good faith then, even if it is not confirmed by an investigation, your concerns would be valued and appreciated.
FALSE REPORT
If you make a false report maliciously, with an ulterior motive, without reasonable grounds that the information in the report is accurate or reliable, or for personal gain, you may face disciplinary action, including the possibility of dismissal.
MAKING A REPORT
You can make a report verbally or in writing in the standard report form attached to this policy as Annex I. We would normally expect you to raise your concerns internally to your line manager (or his or her superior) within the department.
If you feel uncomfortable doing this, for example, your line manager has declined to handle your case or it is the line manager who is the subject of the report, then you should contact the Secretary-General (Email: sg@hkbaseball.org).
If the report is extremely serious or in any way involves the designated senior officer/director, you should report it directly to the Chairman of the Board (Email: whistleblowing@hkbaseball.org).
In case you feel uncomfortable reporting it internally, you could report to the Director of Legal & Compliance (Email: DLC@hkbaseball.org), who is trained in dealing with such matters.
In the report, you should provide full details and, where possible, supporting evidence.
CONFIDENTIALITY
We will make every effort to keep your identity confidential. In order not to jeopardise the investigation, you should also keep the fact that you have filed a report, the nature of your concerns and the identity of those involved confidential.
There may be circumstances in which, because of the nature of the investigation, it will be necessary to disclose your identity. If such circumstances exist, we will endeavour to inform you that your identity is likely to be disclosed. If it is necessary for you to participate in an investigation, the fact that you made the original disclosure will, so far as is reasonably practicable, be kept confidential. However, it is also possible that your role as the whistleblower could still become apparent to third parties during investigation.
Equally, should an investigation lead to a criminal prosecution, it may become necessary for you to provide evidence or be interviewed by the authorities. In these circumstances, we will, once again, endeavour to discuss with you the implications for confidentiality.
You should, however, know that in some circumstances, we may have to refer the matter to the authorities without prior notice or consultation with you.
ANONYMOUS REPORT
We respect that sometimes you may wish to file the report in confidence. However, an anonymous allegation will be much more difficult for us to follow up simply because we will not be able to obtain further information from you and make a proper assessment.
We generally do not encourage anonymous reporting and encourage you to come forward with your concerns.
INVESTIGATION PROCEDURES
For quick reference, please refer to the flowchart in Annex II.
We will acknowledge receipt of your report within 7 working days confirming that:
We will evaluate every report received to decide if a full investigation is necessary. If an investigation is warranted, an investigator (with suitable seniority and without previous involvement in the matter) from the board will be appointed to look into the matter.
Where the report discloses a possible criminal offence, we will refer the matter to the audit committee. The audit committee, in consultation with our legal advisers, will decide if the matter should be referred to the authorities for further action.
As stated under the section ‘Confidentiality’, in most cases, we will endeavour to discuss with you before referring a matter to the authorities. However, in some situations, we may have to refer the matter to the authorities without prior notice or consultation with you.
Please note that once the matter is referred to the authorities, we will not be able to take further action on the matter, including advising you of the referral.
You may be asked to provide more information during the course of the investigation.
The investigation report will be reviewed by a Code of Conduct Committee comprising directors and senior officer such as :
(a) The allegation could not be substantiated;
(b) The allegation is substantiated with one or both of the following:
A final report, with recommendations for change (if appropriate), will be produced to the Audit Committee. The Audit Committee will review the final report and make recommendations to the Board.
You will receive in writing the outcome of the investigation. Because of legal constraints, we will not be able to give you details of the action taken or a copy of the report.
Subject to the nature and complexity of the matter, we expect to complete the investigation and provide you with the outcome in two months.
If you are not satisfied with the outcome, you could raise the matter again with the Secretary-General. You should make another report explaining why this is the case. If there is good reason, we will investigate into your concerns again.
You could, of course, raise the matter with an external authority such as a regulator or a law enforcement agency. Please ensure that you have sufficient evidence to support your concerns. Before reporting your concerns externally, we encourage you to discuss with our Director of Legal & Compliance (Email: DLC@hkbaseball.org). You could also consult your legal advisers.
MONITORING THE WHISTLEB-LOWING POLICY AND PROCEDURE
The use and effectiveness of this whistleblowing policy will be monitored and reviewed regularly by the Secretary-General and Director of Legal & Compliance.
>> ANNEX I : WHISTLEBLOWING REPORT FORM
~End of Chapter 7~
Date of Policy: 1 September 2025
Issue Number: WP01/2025
Date of Policy Review: every two or three years
POLICY
We are committed to the highest possible standards of openness, probity and accountability. In line with that commitment we expect and encourage you our employees / members who have concerns about any suspected misconduct or malpractice within the company to come forward and voice those concerns.
While we could not guarantee that we will handle the report in the way you might wish, we will endeavour to respond to your concerns fairly and properly.
SCOPE
This policy applies to employees / members at all levels and divisions. It does not apply to independent contractors such as self-employed coaches / officials who run a profession or business on their own account.
PROTECTION AGAINST RETALIATION
Persons making appropriate complaints under this policy are assured of protection against unfair dismissal, victimisation or unwarranted disciplinary action, even if the concerns turn out to be unsubstantiated.
Persons who victimise or retaliate against those who have raised concerns under this policy will be subject to disciplinary actions.
SUPPORT FOR THE WHISTLEBLOWER
BAHKC recognizes that raising a concern can be a difficult decision and may cause stress and anxiety. We are committed to providing appropriate support to individuals who raise concerns in good faith under this policy.
Designated Support Contact
The Director of Legal & Compliance (DLC) shall act as the primary point of contact for the whistleblower for all matters related to support and well-being, separate from the investigative process. The whistleblower may contact the DLC to:
- Discuss concerns about the process or the handling of their report.
- Seek guidance on available support resources.
- Report any feelings of victimization, isolation, or pressure, even if they seem minor.
Depending on the nature of the case and the individual's needs, support may include:
- Regular Updates: While the investigation is confidential, the DLC or investigating officer will provide the whistleblower with appropriate updates on the process's progress within the bounds of legal and privacy constraints, to reduce uncertainty.
- Managerial Support: Informing the whistleblower's line manager (if they are not involved in the allegation) of their need for support and flexibility, without disclosing the nature of the concern, subject to the whistleblower's consent.
- Counselling Services: Providing access to confidential, independent counselling or an Employee Assistance Program (EAP) to help manage stress and anxiety related to the whistleblowing process.
- Workplace Adjustments: Where necessary and practical, temporarily adjusting work arrangements or reporting lines to avoid potential conflict or discomfort during the investigation.
BAHKC will check in with the whistleblower after the investigation is concluded to ensure that:
- They understand the outcome, as far as it can be communicated.
- They have not suffered any form of retaliation or victimization.
- They are reintegrating successfully into their team or role.
The Board’s Audit Committee has overall responsibility for this policy, but has delegated day-to-day responsibility for overseeing and implementing it to the designated senior officer and director: Senior Sports Manager, Deputy Sports Manager, and Secretary-General. Responsibility for monitoring and reviewing the operation of the policy and any recommendations for action resulting from investigation into complaints lies with the audit committee.
Management must ensure that all employees / members feel able to raise concerns without fear of reprisals. All employees / members should ensure that they take steps to disclose any misconduct or malpractice of which they become aware. If you have any questions about the contents or application of this policy, you should contact the Secretary-General (Email: sg@hkbaseball.org).
MISCONDUCT AND MALPRACTICE
It is impossible to give an exhaustive list of the activities that constitute misconduct or malpractice but, broadly speaking, we would expect you to report the following:
(a) A criminal offence;
(b) A failure to comply with any legal obligations;
(c) A miscarriage of justice;
(d) A financial impropriety;
(e) An action which endangers the health and safety of any individual;
(f) An action which causes damage to the environment;
(g) The deliberate concealment of information concerning any of the matters listed above.
While we do not expect you to have absolute proof of the misconduct or malpractice reported, the report should show the reasons for the concerns. If you make a report in good faith then, even if it is not confirmed by an investigation, your concerns would be valued and appreciated.
FALSE REPORT
If you make a false report maliciously, with an ulterior motive, without reasonable grounds that the information in the report is accurate or reliable, or for personal gain, you may face disciplinary action, including the possibility of dismissal.
MAKING A REPORT
You can make a report verbally or in writing in the standard report form attached to this policy as Annex I. We would normally expect you to raise your concerns internally to your line manager (or his or her superior) within the department.
If you feel uncomfortable doing this, for example, your line manager has declined to handle your case or it is the line manager who is the subject of the report, then you should contact the Secretary-General (Email: sg@hkbaseball.org).
If the report is extremely serious or in any way involves the designated senior officer/director, you should report it directly to the Chairman of the Board (Email: whistleblowing@hkbaseball.org).
In case you feel uncomfortable reporting it internally, you could report to the Director of Legal & Compliance (Email: DLC@hkbaseball.org), who is trained in dealing with such matters.
In the report, you should provide full details and, where possible, supporting evidence.
CONFIDENTIALITY
We will make every effort to keep your identity confidential. In order not to jeopardise the investigation, you should also keep the fact that you have filed a report, the nature of your concerns and the identity of those involved confidential.
There may be circumstances in which, because of the nature of the investigation, it will be necessary to disclose your identity. If such circumstances exist, we will endeavour to inform you that your identity is likely to be disclosed. If it is necessary for you to participate in an investigation, the fact that you made the original disclosure will, so far as is reasonably practicable, be kept confidential. However, it is also possible that your role as the whistleblower could still become apparent to third parties during investigation.
Equally, should an investigation lead to a criminal prosecution, it may become necessary for you to provide evidence or be interviewed by the authorities. In these circumstances, we will, once again, endeavour to discuss with you the implications for confidentiality.
You should, however, know that in some circumstances, we may have to refer the matter to the authorities without prior notice or consultation with you.
ANONYMOUS REPORT
We respect that sometimes you may wish to file the report in confidence. However, an anonymous allegation will be much more difficult for us to follow up simply because we will not be able to obtain further information from you and make a proper assessment.
We generally do not encourage anonymous reporting and encourage you to come forward with your concerns.
INVESTIGATION PROCEDURES
For quick reference, please refer to the flowchart in Annex II.
We will acknowledge receipt of your report within 7 working days confirming that:
- Your report has been received;
- The matter will be investigated;
- Subject to legal constraint, you will be advised of the outcome in due course.
We will evaluate every report received to decide if a full investigation is necessary. If an investigation is warranted, an investigator (with suitable seniority and without previous involvement in the matter) from the board will be appointed to look into the matter.
Where the report discloses a possible criminal offence, we will refer the matter to the audit committee. The audit committee, in consultation with our legal advisers, will decide if the matter should be referred to the authorities for further action.
As stated under the section ‘Confidentiality’, in most cases, we will endeavour to discuss with you before referring a matter to the authorities. However, in some situations, we may have to refer the matter to the authorities without prior notice or consultation with you.
Please note that once the matter is referred to the authorities, we will not be able to take further action on the matter, including advising you of the referral.
You may be asked to provide more information during the course of the investigation.
The investigation report will be reviewed by a Code of Conduct Committee comprising directors and senior officer such as :
- Secretary-General
- Director of Legal & Compliance
- Senior Sports Manager
(a) The allegation could not be substantiated;
(b) The allegation is substantiated with one or both of the following:
i. Corrective action taken to ensure that the problem will not occur again;
ii. Disciplinary or appropriate action against the wrongdoer.
ii. Disciplinary or appropriate action against the wrongdoer.
A final report, with recommendations for change (if appropriate), will be produced to the Audit Committee. The Audit Committee will review the final report and make recommendations to the Board.
You will receive in writing the outcome of the investigation. Because of legal constraints, we will not be able to give you details of the action taken or a copy of the report.
Subject to the nature and complexity of the matter, we expect to complete the investigation and provide you with the outcome in two months.
If you are not satisfied with the outcome, you could raise the matter again with the Secretary-General. You should make another report explaining why this is the case. If there is good reason, we will investigate into your concerns again.
You could, of course, raise the matter with an external authority such as a regulator or a law enforcement agency. Please ensure that you have sufficient evidence to support your concerns. Before reporting your concerns externally, we encourage you to discuss with our Director of Legal & Compliance (Email: DLC@hkbaseball.org). You could also consult your legal advisers.
MONITORING THE WHISTLEB-LOWING POLICY AND PROCEDURE
The use and effectiveness of this whistleblowing policy will be monitored and reviewed regularly by the Secretary-General and Director of Legal & Compliance.
>> ANNEX I : WHISTLEBLOWING REPORT FORM
~End of Chapter 7~
Q:
Chapter 8: Management of Training Facility
New website in progress....
Q:
Chapter 9: Written Support from the Association
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