Edith Shih FCIS FCS(PE), former President of The Hong Kong Institute of Chartered Secretaries, was elected International President of The Institute of Chartered Secretaries and Administrators in July this year. She talks to CSj about her aspirations in this new role.

You are the first Asian female to become International President of The Institute of Chartered Secretaries and Administrators (ICSA). Do you think that’s a sign of a more inclusive and more globally orientated approach at the ICSA?

‘There has in fact been one female president before, Joan Bingley from the UK, Republic of Ireland and Associated Territories (UKRIAT) division. She wrote to me on the day I became president. I was very appreciative of that gesture and will make arrangements to meet with her when I am in London. There has also been a male Asian president from Singapore. But, certainly, I am the first Chinese female to take up this role.

In many ways, I think I just happened to be in the right place at the right time. Things have changed since the reforms to the ICSA which brought in the proportionate voting rights in accordance with the number of members each division has. This gave the International Council a new life since the representation of the divisions became more equal.

The ICSA is an international institute. We have about 30,000 members in about 80 countries around the world, but we have not forgotten our roots in the UK. We are “Chartered” and that’s why we are special. There is still an affinity with the UK since this reminds us of our heritage.’

Could we discuss the key areas you would like focus on as International President?

‘In my first President’s Report to Members I set out five areas – diversity, inclusivity, relevance, quality and value. The first two, diversity and inclusivity, will involve reaching out to potential members in different sectors of governance or secretaryship. Most ICSA members are working for private sector companies, but there are some working for charities and NGOs, and some are working in specialist areas such as insurance.

Relevance is of course very important and that’s exactly why we are becoming an institute for governance professionals – we are no longer only the company scribe. And in doing so, we have to continue to maintain the mark of quality our Institute stands for.

Regarding value, I want to ensure that the ICSA provides value for money. The previous two Councils and Presidents had to focus on issues such as harmonising the Institute, reviewing our qualifying programme, introducing the new Chartered Governance Professional (CGP) designation and Affiliated Membership, and then seeking members’ approval for these initiatives. Addressing these issues was a big achievement. While I will also be dealing with some of these issues, I would like to deal with some of the issues we didn’t have time to attend to previously.

For example, we have a very small operating budget of around £335,000 per annum. This is made up of contributions from each of the divisions in accordance with their membership and studentship bases. I want to make sure that every cent is spent properly and I want to see how we can raise additional financing, for example by seeking sponsorship. Our recently published inaugural thought leadership paper and video, 21st Century Annual General Meeting, was able to obtain some sponsorship funds.

I don’t want the international Institute to compete with the divisions for sponsorship funds, but there could be a fair split of funds where the international Institute has worked together with a local division on a project that creates revenue. We have a project lined up, for example, in collaboration with the Institute here in Hong Kong. We plan to organise our first corporate governance conference in China next year in March to coincide with our ICSA Council meeting in Beijing.

Bringing more transparency to the way the ICSA operates, particularly in relation to spending and funding, will be another focus. I want to make sure that I am not the only person to decide on spending; I want real involvement of the Vice-Presidents and members of the Executive Committee, or even Council if appropriate. There are currently two Vice-Presidents and I have already asked one of them to focus on the finances of the Institute. The other one will be looking after constitutional and administrative issues. I will try my very best to harmonise the interests of everyone so that we can really work together for the good of the entire Institute. To this end, I want to create more opportunities for communication between the President, the two Vice-Presidents and the Director General, and also with council members.’

You mentioned the new CGP designation – can you update us on the roll out of this designation globally?

‘For me governance is the umbrella that covers both the work of Chartered Secretaries and Governance Professionals, since the work of a Chartered Secretary is all about governance. That’s the bigger picture. I have always had to explain to people who are not in this field what a Chartered Secretary or a company secretary does. I have to tell them I am not the personal secretary outside the boss’s office. I believe calling ourselves “Governance Professionals” gives people a better idea of what we do, but I think the approach taken in Hong Kong, and I have to thank Samantha Suen, the Chief Executive of the Hong Kong Institute, for coming up with the idea of bundling the CGP and Chartered Secretary (CS) qualifications, is a good route to take.

So, going forward we don’t have to worry about whether we are Chartered Secretaries or Governance Professionals – we are both. The regulators in Hong Kong are fully on side. When we went to talk to the Hong Kong Exchanges and Clearing Ltd and Securities and Futures Commission about these changes, they said “going forward, people are not going to misunderstand you for what you are, or for what you are not”.’

Have other ICSA divisions also adopted this route – bundling the CGP and CS designations?

‘The adoption of the CGP designation is not compulsory so different divisions have taken different approaches. UKRIAT, the largest division, Canada, Malaysia, Singapore and our division, have opted to bundle the CGP and CS designations. UKRIAT and Hong Kong together represent close to half of the total membership of ICSA. Australia and New Zealand have opted to offer separate CGP and CS designations. South Africa and Zimbabwe will not be offering the CGP for the time being, since they have a different system. In Zimbabwe, for example, Chartered Secretaries are very accounting-based.’

Will the different routes taken by ICSA divisions cause portability problems for the qualification? If a member in Australia only has the CGP qualification, for example, would he or she be able to work in Hong Kong?

‘The ICSA CS and CGP qualifications are certainly transportable internationally. However, as rules and regulations are different and there is no one-size-fits-all governance practice in most, if not all, jurisdictions, we have to ensure our members are conversant with the local laws, rules and regulations wherever they are. Accordingly, even now every division has its screening process. So if you come to Hong Kong from abroad, the Institute here would look at your qualification and might ask you to take a particular paper or two so that you will be comparable to members in Hong Kong. Other divisions do the same, otherwise we wouldn’t be able to ensure that our international members carry the same knowledge base as the local members.’

What impression did you get during the consultation forums on the CGP and the rebranding exercise with members in Hong Kong – do you think members here see their future as governance professionals?

‘Generally the new strategy has been well received. There were some members concerned about losing the Chartered Secretary identity and we recognise that concern. This is a process. For me these changes are about recognising our wider role since we are practising governance every day.

I would like to add that Hong Kong is one of the growing divisions of ICSA. We are very fortunate because we have a very strong stock exchange and capital market. Every new listed company requires a company secretary and companies getting listed, particularly where they have subsidiary companies, will very quickly need a team. Many companies small enough to use a service provider will grow big enough to also need a team. Professional and consulting firms such as trust or corporate service providers also require large numbers of our members to provide advice and secretarial and governance support services to their clients.

So there is consistent demand for Chartered Secretaries in Hong Kong and people who come through the door to become a Chartered Secretary and Governance Professional will not have difficulty finding a job. I am forever hiring. In conjunction with our vibrant stock market, there is also the huge PRC market to consider. Actually, PRC companies now make up over 65% of the market capitalisation and over 80% of the turnover value of the Hong Kong stock market. Moreover, we should not only consider the H-share companies listed in Hong Kong – all companies in China would welcome good governance of course.’

When will the new qualification programme be ready in Hong Kong?

‘The basic framework in Hong Kong has been agreed, namely, students will be taking examinations in seven papers – the basic four papers and then a further one CS and two CGP papers. However, the Hong Kong Institute would rather be fully prepared before launching the new qualification. You need to have the syllabus and the study materials with local variants in place, and you also need to have the examiners who will set the questions and the markers and reviewers. Some divisions might implement their new qualification programmes as early as 1 January next year; for Hong Kong the roll out is going to be January 2020.’

Will there be local language variants in the qualification programmes adopted in different ICSA divisions?

‘When I was President of the Hong Kong Institute, we were considering offering the IQS examinations in Chinese to eliminate the language barrier for potential students in the PRC. But since then we have had numerous PRC students passing the examinations in English at our examination centres in Beijing and Shanghai, and with flying colours. So for now we are continuing with the English-language examinations. Perhaps there is also a psychological advantage to this – it reinforces the fact that this is an international qualification. The students obtaining our qualification in this way are still relatively few, but the numbers are growing. Also, in conjunction with the Open University of Hong Kong and the East China University of Science and Technology, we are now offering a Master of Corporate Governance degree programme in Shanghai as a route into our profession.

Maybe in due course there will be local language variants of the qualifying programme of ICSA. This is relevant for potential students in other countries around the world of course, but it will be a major job. I think we ought to ensure the new qualifying programme is fully established and running well before we really look into that.’

How similar will Hong Kong’s qualifying programme be to that of UKRIAT?

‘In recent years, ICSA Council encourages divisions to collaborate whenever possible. This also conserves resources. As our laws and ways of looking at secretarial and governance practices are similar, UKRIAT, Canada, Malaysia, Singapore and Hong Kong will have very similar qualifying programmes. The examination system and paperwork in these five divisions will be more or less the same, except that each division will have variants in terms of the content of the syllabuses based on local rules, regulations and practices.’
You mentioned the potential change of name of the Hong Kong Institute – can you update us on this?

‘There are proposals for a new name of the Hong Kong Institute, but this issue is still evolving. As you probably know, the International Institute has proposed to change its name to “The Chartered Governance Institute”. This will be voted on at the upcoming ICSA Annual General Meeting (AGM) in Toronto on 19 September. The Hong Kong/China division will be looking into a possible name change after the ICSA AGM.’

You are the Chair of the ICSA Thought Leadership Committee – could we talk about this aspect of the ICSA’s work?

‘The Committee was set up in late 2016. As I mentioned, the inaugural project (the 21st Century AGM paper) has now been published, together with our recent paper on shareholder engagement. We have also released a paper on artificial intelligence and how technology will affect Governance Professionals and Chartered Secretaries going forward. Technology will have an impact on many aspects of our work and we need to be training our members now for the kind of work they will be doing in the years to come – our members will certainly need to be a lot more technology savvy. There will also be a minute-taking report that will probably be dispatched in the fourth quarter. We have other topics in the pipeline on diversity, board evaluation, board accountability and the newly revised UK corporate governance code.’

Would you like to see the ICSA expand its geographical reach?

‘I am currently doing a lot of outreach activities. Since I became International President on 1 July, I have been to Malaysia, South Africa and Zimbabwe. I am sure I will also be doing outreach work in the other divisions soon. I would also like to be able to look at territories that are beyond the nine divisions of the ICSA. We have been helping Taiwan to set up their own governance institute, for example, and their legislation now recognises the role of the company secretary. We have also had close links with our counterparts in Indonesia and Thailand.’

How would you like to see the relationship going forward with the Corporate Secretaries International Association (CSIA)?

‘CSIA is an association, it is not a qualification awarding institute like ICSA, but it has a reach beyond the ICSA. It includes the US and India, for example. I would like to see ICSA and CSIA collaborating more going forward. There is a lot of work we could do together, such as lobbying the World Trade Organisation to give recognition to our qualification.’

Edith Shih was interviewed by CSj Editor, Kieran Colvert.

In addition to her role as International President of ICSA, Edith Shih FCIS FCS(PE) is Executive Director and Company Secretary of CK Hutchison Holdings Ltd, Past President of HKICS and holds key roles in numerous panels and committees of public services, regulatory and professional bodies.The publications mentioned in this article are available online at: www.icsaglobal.org.