Governance, Risk & Internal Control | 管治、風險及內部監控

Governance, risk and internal control — built to stand up to scrutiny.

Inciti Advisory is an independent Hong Kong practice supporting listed issuers, pre-IPO companies and mainland investors — senior-led, hands-on, and working alongside your sponsors, auditors and advisers, never in their place.

20+years in internal audit, risk & governance
CPA · CIA · CISAHKICPA member; Certified Internal Auditor; CISA
Listed groupsled the function at Hong Kong listed companies
TrilingualEnglish · Cantonese · Mandarin

The practice · 業務簡介

An independent practice, built around one senior name

Inciti Advisory exists for one kind of problem: governance, risk and internal control work that has to be ready — documented, evidenced and defensible — before someone senior examines it. This page sets out what we do, who it is for, how an engagement runs, and where our scope deliberately stops.

What we do我們的工作

Preparation and support: readiness diagnostics, control design and documentation, evidence packs, risk registers and remediation tracking — the groundwork behind a listing application, a board's annual RMIC review, or a CIES holding period.

Who we serve服務對象

Hong Kong listed issuers, companies preparing to list, and mainland investors and family offices with Hong Kong commitments — most engagements arriving directly, or through CPA firms, sponsors, solicitors and immigration advisers.

How we work工作方式

Principal-led from first call to handover, starting from a fixed-fee health check, and always alongside your appointed advisers. Formal reviews, opinions and sign-offs stay with them — we prepare, we never self-review.

What we do · 服務範圍

Four services, one standard: ready before the review

Every engagement is led personally by the Principal — no hand-offs to junior staff, and wording that keeps a clear line between preparing your controls and formally reviewing them.

01

Pre-IPO internal control readiness上市前內部監控準備

Get the control environment built and evidenced before listing — so the formal review by your sponsor and reporting accountants starts from strength, not from a blank page.

  • PN21-style readiness diagnostic and gap plan
  • Control design, documentation and walkthrough support
  • Remediation tracking through to listing
  • Process narratives and risk–control matrices for the core cycles — revenue, procurement, treasury and financial reporting
  • Support in responding to sponsor and reporting-accountant queries on controls
DeliverablesA readiness diagnostic, a prioritised gap plan, and a documented control set tracked through to remediation.
02

Board RMIC reviews & governance support董事會風險管理及內部監控支援

Support for boards and audit committees meeting their risk management and internal control obligations under the Corporate Governance Code — including the disclosure that now sits in the annual report.

  • RMIC review preparation and evidence packs
  • CG Code gap checks — board evaluation, skills matrix, director training
  • Risk registers, KRIs and control self-assessment
  • Board and audit committee paper preparation support
  • Follow-up tracking of prior-year review findings until they close
DeliverablesAn evidence pack and disclosure support the board can stand behind for its annual RMIC review.
03

Investor immigration compliance support投資移民合規支援

Practical compliance support for investors under Hong Kong's Capital Investment Entrant Scheme — keeping the evidence trail complete across the full holding period.

  • CIES evidence packs and portfolio compliance tracking
  • Designated-account rule readiness
  • Annual and renewal documentation support
  • A holding-period compliance calendar, so deadlines are planned rather than discovered
  • Documentation coordination with your immigration advisers
DeliverablesA complete, organised CIES evidence file, maintained across the full holding period.
04

Governance & risk retainers管治及風險顧問服務

An ongoing, senior pair of hands for mainland-owned Hong Kong companies and family offices — a standing arrangement instead of a scramble before each deadline.

  • Starts with a fixed-fee governance health check
  • Quarterly risk and compliance calendar management
  • Direct access to the Principal throughout
  • Pre-investment governance due diligence support on Hong Kong companies and assets
  • Board and committee meeting rhythm — agendas, papers and follow-up discipline
DeliverablesA managed governance calendar, a maintained risk register, and a standing line to the Principal.

Not sure which service fits? Most engagements start with the fixed-fee governance health check — a scoped diagnostic with a written gap plan. It settles the size and shape of the work before anyone commits to more.

Why boards are reviewing now · 為何現在檢視

Four prompts behind most recent enquiries

Governance expectations in Hong Kong have tightened in specific, checkable ways. These are the triggers that most often bring boards, sponsors and investors to us.

A

RMIC disclosure carries more weight

For financial years beginning on or after 1 July 2025, the board's risk management and internal control review is disclosed in the annual report with mandatory-disclosure weight. The statement needs evidence behind it — a review that was actually prepared, not just asserted.

B

Board evaluation & skills are examined

Board performance evaluation, the board skills matrix and director training records — including for first-time directors — are now part of what reviewers and investors look at. Governance paperwork is checked, not assumed.

C

INED tenure & overboarding limits

The nine-year cap on independent non-executive director tenure and the cap on holding six listed-issuer directorships make board composition and succession a live planning item, not a formality at re-election time.

D

CIES designated-account arrangements

New designated-account arrangements under the Capital Investment Entrant Scheme make the investor's evidence trail a current, practical task — for investors, and for the advisers who support them.

General information only, drawn from the Corporate Governance Code and scheme requirements — not legal advice. Your solicitors and appointed advisers confirm how each requirement applies to your company.

Who we help · 服務對象

Built for three situations

Hong Kong listed issuers香港上市發行人

Boards and audit committees that need RMIC work done properly — and documented well enough to support the annual disclosure — without building a large in-house team.

Common starting points

  • The annual RMIC review is approaching and the evidence behind it is thin
  • A new governance disclosure has to be supported for the first time
  • Findings from a prior review are still open near year-end

Pre-IPO companies籌備上市公司

Founders and CFOs preparing for listing, who want internal controls designed once and designed right — working in step with the sponsor's timetable.

Common starting points

  • The sponsor raises internal controls at the first meeting
  • The business has grown fast and controls are still informal
  • The finance team is small and nobody owns control documentation

Mainland investors & family offices內地投資者及家族辦公室

Investors with Hong Kong companies, assets or immigration commitments who need a governance and compliance presence on the ground — in Mandarin, Cantonese or English.

Common starting points

  • A Hong Kong company needs a local governance and compliance presence
  • CIES holding-period evidence has to be kept complete, year after year
  • A Hong Kong investment is being considered and its governance needs checking first

Our approach · 工作原則

How we work — and where we stop

Four working principles shape every engagement, and a clear scope boundary protects both you and your appointed advisers.

Principal-led, always

You deal with Kenneth Tsang from the first call to the final handover. The person who scoped the work is the person who does it — there is no junior team behind the name.

Preparation, never self-review

We build, document and support. We never formally review, opine on or sign off work we prepared — that line is written into every scope, because independence is what makes the preparation worth having.

Evidence first

If it isn't documented, it didn't happen. Every recommendation lands as something tangible — a policy, a register, an evidence pack or a tracked action — that your board and your reviewers can actually pick up.

Built for your reviewers

Work is structured for the people who will examine it: your sponsor, reporting accountants, external auditors and audit committee. Their questions shape the format from day one, not as an afterthought.

Within our scope

The preparation side of governance, risk and internal control:

  • Readiness diagnostics and governance health checks
  • Control design, documentation and walkthrough support
  • Evidence packs, risk registers and remediation tracking
  • Board and committee support, and director training support

Outside our scope — by design

These stay with your appointed professionals, and we will point you back to them:

  • Statutory audit and formal review opinions or sign-offs
  • Investment advice or recommendations on securities
  • Holding or handling client money
  • Company formation and company secretarial services

The Principal · 首席顧問

One accountable name on every engagement

Kenneth Tsang has spent more than twenty years leading internal audit, risk management and governance inside Hong Kong listed groups — building functions from scratch, reporting to chief executives and audit committees, and taking one major group's internal audit from fully outsourced to fully in-house.

His work has covered food and beverage, retail, telecommunications and manufacturing — sectors where controls are tested daily, in cash, stock and systems. That operating experience is what Inciti Advisory brings to readiness and review support: controls designed by someone who has had to run them.

Engagements are accepted in English, Cantonese and Mandarin, and are always led by Kenneth personally.

Selected experience

  • Built an internal audit and risk management function from scratch for a Hong Kong listed group (Tsui Wah Holdings)
  • Transitioned a major listed group's internal audit from a fully outsourced model to a fully in-house function (Café de Coral Holdings)
  • Reported directly to chief executives and audit committees across listed groups
  • Built and maintained risk registers, key risk indicator monitoring and enterprise risk profiles used at board level
  • Led compliance reviews spanning regulatory requirements, personal data privacy and whistleblowing arrangements
Food & beverage Retail Telecommunications Manufacturing

Working with partners · 與專業夥伴合作

How an engagement runs

Most work arrives through — and is delivered alongside — CPA firms, sponsors, solicitors and immigration advisers. Every engagement follows the same five steps, whichever route it arrives by:

Step 1

Introductory call

A short call with the Principal to understand the situation, the deadline and who else is involved.

Step 2

Health check

A scoped, fixed-fee diagnostic of where things stand against what will be asked of you.

Step 3

Written gap plan

Findings set out in writing, prioritised, with a proposed scope and timetable for closing them.

Step 4

Build & remediate

Controls, documents and evidence built with your team, and progress tracked item by item.

Step 5

Review-ready handover

A complete pack handed to your board or your reviewers — or carried forward into a retainer.

Two ways for partners to work with us

1

White-label delivery

We prepare diagnostics, control documentation and evidence packs under your firm's name, to your templates — your client relationship stays entirely yours.

2

Referral

You introduce the client; we contract directly, keep you informed at every milestone, and refer back anything outside our scope.

3

Health check first

Either route usually starts with a fixed-fee governance health check — a scoped diagnostic with a written gap plan, so everyone knows the size of the job before committing.

A clear independence line: Inciti Advisory prepares, builds and supports. Formal reviews, opinions and sign-offs always remain with the appointed CPA firm, sponsor or adviser — we never formally review work we prepared.

Questions · 常見問題

Frequently asked questions

Do you replace our sponsor, auditors or other advisers?

No. Inciti Advisory works alongside your appointed sponsor, reporting accountants, external auditors, solicitors and immigration advisers. We do the preparation — diagnostics, documentation, evidence and remediation — so their formal work starts from a stronger base. Their reviews, opinions and sign-offs remain entirely theirs.

Are you a CPA firm? Do you sign off audits or reviews?

No. Inciti Advisory is an independent advisory practice, not a CPA firm, and we do not sign statutory audits or formal review opinions. The Principal's CPA (HKICPA), CIA and CISA credentials are his personal professional qualifications — they are why the preparation is done to a reviewable standard, not a licence to sign off.

Who will actually do the work?

Kenneth Tsang personally, on every engagement — scoping, fieldwork, documents and handover. There is no junior team to hand off to. That is also why engagements are accepted selectively: capacity is one Principal, scheduled honestly.

What is the governance health check?

A scoped diagnostic, agreed at a fixed fee before it starts, that measures your current governance, risk and internal control arrangements against what will be asked of you — by a sponsor, your board's annual review, or a scheme's evidence requirements. You receive a written gap plan, prioritised, whether or not you engage us for the follow-up work.

Can you work with us in Chinese?

Yes. Meetings and day-to-day communication can be in English, Cantonese or Mandarin, and documentation can be prepared bilingually where your board, investors or reviewers need it.

What do you need from us to start?

Very little: a short call, and whatever already exists — an organisation chart, current policies, the latest annual report, or prior review findings. We work from what you have; the gaps we find become part of the plan rather than a reason to delay.

We are a professional firm — how do partner arrangements work?

Two routes: white-label, where we prepare work under your firm's name and templates and your client relationship stays entirely yours; or referral, where we contract with the client directly and keep you informed at every milestone. Either way, anything outside our scope is referred back to you.

Contact · 聯絡我們

Start with a conversation

Email or call the Principal directly. A short first call costs nothing and usually settles quickly whether — and how — we can help.

Helpful to include in a first email

  • Your company's situation — listed, preparing to list, or an investor with Hong Kong commitments
  • The deadline you are working to, if there is one
  • Who your sponsor, auditors or other advisers are
  • What prompted the enquiry — a review, a listing timetable, or a specific concern