4 (a) (i) Describe rules-based

In a rules-based jurisdiction，corporate governance provisions are legally binding and enforceable in law. Non-compliance is punishable by fines or ultimately (in extremis) by delisting and director prosecutions.

There is limited latitude for interpretation of the provisions to match individual circumstances (‘one size fits all’).Some have described this as a ‘box ticking’ exercise as companies seek to comply despite some provisions applying to their individual circumstances more than others.

Investor confidence is underpinned by the quality of the legislation rather than the degree of compliance (which will be total for the most part).

(ii) Principles-based approach

Advantages of a principles-based approach

The rigour with which governance systems are applied can be varied according to size，situation，stage of development of business，etc. Organisations (in legal terms)have a choice to the extent to which they wish to comply，although they will usually have to ‘comply or explain’.Explanations are more accepted by shareholders and stock markets for smaller companies.

Obeying the spirit of the law is better than ‘box ticking’(‘sort of business you are’ rather than ‘obeying rules’).Being aware of overall responsibilities is more important than going through a compliance exercise merely to demonstrate conformance.

Avoids the ‘regulation overload’ of rules based (and associated increased business costs).The costs of compliance have been a cause of considerable concern in the United States.

Self-regulation (e.g. by Financial Services Authority in the UK)rather than legal control has proven itself to underpin investor confidence in several jurisdictions and the mechanisms are self-tightening (quicker and cheaper than legislation) if initial public offering (IPO) volumes fall or capital flows elsewhere.

Context of developing countries

Developing countries’ economies tend to be dominated by small and medium sized organisations (SMEs)。 It would be very costly and probably futile，to attempt to burden small businesses with regulatory requirements comparable to larger concerns.

Having the flexibility to ‘comply or explain’ allows for those seeking foreign equity to increase compliance whilst those with different priorities can delay full compliance. In low-liquidity stock markets (such as those in some developing countries)where share prices are not seen as strategically important for businesses，adopting a more flexible approach might be a better use of management talent rather than ‘jumping through hoops’ to comply with legally-binding constraints.

The state needs to have an enforcement mechanism in place to deal with non-compliance and this itself represents a cost to taxpayers and the corporate sector. Developing countries may not have the full infrastructure in place to enable compliance (auditors，pool of NEDs，professional accountants，internal auditors，etc)and a principles-based approach goes some way to recognise this.

(b) Internal control statement

The United States Securities and Exchange Commission (SEC) guidelines are to disclose in the annual report as follows：