1. The appellants are directors of a dental company that employed a dentist (“JT”) who (unknown to them) continued to practise after failing to renew his practising certificate and consequently was removed from the General Register. They were found guilty of unprofessional conduct by the Dental Council of Hong Kong (“the Council”) for doing so. 2. The Court stated that it would be slow to interfere with a disciplinary body’s assessment of matters which call for clinical judgment or other professional expertise, but the present case does not concern such matters. 3. Three questions arose: First, was the Council right to find the appellants guilty of unprofessional conduct even though they did not know of JT’s unregistered status? Secondly, could they be convicted of unprofessional conduct on the basis that their absence of knowledge was due to their gross negligence? Thirdly, was the Court of Appeal right to hold that directors of dental companies have a professional duty to ensure that only registered dentists are employed by the company and that by inserting a person’s name in an annual return filed by such companies with the Council the directors were warranting that he was a registered dentist? 4. When the case got to the Court of Final Appeal, the Council conceded that the appellants’ convictions could not stand because of procedural unfairness but it asked for the case to be sent back to the Council for a re-hearing. The appellants objected, arguing that there is no power to order a re-hearing and that the Court should in any case refuse such an order on discretionary grounds. 5. In relation to the first two questions, the approach of the Council and the Court of Appeal to unprofessional conduct was closely based on their interpretation of section 12 of the Dentists Registration Ordinance, Cap 156 (“DRO”), which makes it an offence for companies to carry on business using unregistered persons to provide dental services. In so far as the appellants’ convictions were based on section 12, those convictions could not stand since section 12A gives directors a defence if they show that they did not know that the company was carrying on business in breach of section 12, whether or not their lack of knowledge was due to gross negligence. 6. An alternative approach adopted by the Court of Appeal was to uphold the convictions on the basis of a head of unprofessional conduct not based on the section 12 offence. The Court held that this approach was unsound because it did not apply the statutory definition of unprofessional conduct which requires proof of acts or omissions which would be reasonably regarded as disgraceful or dishonourable by registered dentists of good repute and competency. The Court of Appeal’s attempt to justify the convictions solely on the basis of a perceived need to reinforce the statutory registration regime and without reference to the statutory definition was therefore held insufficient. 7. As to the third question, the Court held that the Court of Appeal was wrong to imply the asserted warranty from the words of section 12(3) of DRO. The Court also did not agree that the appellants had “undermined the effectiveness of the registration regime”, as their conduct did not have such a consequence. 8. The Court and the Court of Appeal have jurisdiction to remit a case to the Council for a re-hearing by virtue of the Rules of the High Court. Nevertheless, there are strong reasons why an order should be refused in the present case. Having answered the three questions in the negative, the Council’s purpose would not be achieved by sending the case for a re-hearing. Furthermore, it would not be fair for the appellants to be subjected to a new set of charges tailored to this Court’s judgment. Accordingly, the Court allowed the appeal and refused to send the matter back to the Council.