At a time of great change for the profession and for wider society in Hong Kong and the Mainland, Kenneth Jiang FCIS FCS(PE), Chief Representative of the Institute’s Beijing Representative Office, reaffirms the Institute’s commitment to its core mission – the promotion of quality corporate governance.
The year 2019 marks the 70th anniversary of the establishment of the People’s Republic of China. We are also celebrating 70 years of The Chartered Governance Institute (CGI) – formerly The Institute of Chartered Secretaries and Administrators (ICSA) – in Hong Kong, and 25 years of the status of The Hong Kong Institute of Chartered Secretaries (the Institute) as an independent local professional body.
Ever since it set up a representative office in Beijing in 1996, the Institute has witnessed and has been closely involved in the continuous development of the capital market in the Mainland. The Institute’s work has also become widely supported and recognised by listed companies and regulators. In recent years, however, economic globalisation has been facing great challenges – contention among great powers and competition between markets have been on the rise. Against this background, the Institute has adhered to its mission and steadily pursued professional reforms, continued to enhance the professional standards of its students and members, and improve its professional services. It has striven to promote the principles and practices of good corporate governance in Hong Kong and the Mainland, and many aspects of its work in the Mainland have made significant progress.
The Institute’s Affiliated Persons programme continues to enjoy broad-based support among listed companies in the Mainland. In addition to attracting company secretaries of H share companies, the Institute’s reputation has spread by word of mouth, and board secretaries from increasing numbers of red chip, A share and to-be-listed companies, as well as other governance practitioners, have joined the Institute. As at 30 September 2019, there were 185 Affiliated Persons, an increase of 8% over last year. They are from 75 H share companies, 35 red chip companies, 52 A+H share companies, and 11 A share companies and to-be-listed companies, as well as 12 non-listed companies.
In recent years, more corporate governance responsibilities have been placed on company/board secretaries by regulators around the world. Benefitting from this trend, and due to the Institute’s strategy of pursuing professional reforms, the professional qualification awarded by the Institute has become increasingly sought after by listed companies and recognised by regulators in Hong Kong and the Mainland. In 2019, the number of students and members of the Institute in the Mainland increased significantly. As at 30 September 2019, the number of registered students and members in the Mainland amounted to 325 and 99, representing an increase of 39% and 48%, respectively, over last year.
To satisfy the great demand for quality governance professionals in the Mainland, and to help more people obtain the Chartered Secretary and Chartered Governance Professional (CS/CGP) dual designation, the Institute partnered with The Open University of Hong Kong (OUHK)to offer a Postgraduate Programme in Corporate Governance (PGPCG) in Shenzhen in September 2019, following the launch of a similar programme in Shanghai in 2016.
The PGPCG is mainly conducted through distance learning, supplemented by a face-to-face tutorial session every month during the weekend. Students who complete the programme will be qualified to apply for credits under the Master of Corporate Governance (mCG) programme of The OUHK.
Upon succesful completion of the residential school held in OUHK, students will be entitled to a Master of Corporate Governance degree, and they may apply to the Institute for full exemption from the Institute’s professional examinations. Once they have gained the requisite working experience, candidates may apply for election to membership of both the Institute and CGI.
Since the launch of the Institute’s Affiliated Persons programme, 50 Enhanced Continuing Professional Development (ECPD) seminars have been held, attracting over 6,500 participants, including board secretaries, directors, supervisors, relevant staff of the office of the board secretary and other senior managers. The seminars have covered the latest regulatory developments, board secretarial practices and relevant corporate governance issues, and were delivered by board secretaries and other experienced professionals. The objectives were to offer an opportunity for participants to get an understanding of the latest regulatory framework and discuss relevant practices, raise awareness among directors, supervisors and senior managers of good corporate governance issues and increase recognition of the importance of the work of the board secretary. The Institute’s CPD services promote the effective fulfilment of the governance role of the board secretary and ultimately help to enhance the corporate governance of listed companies.
In order to promote and develop the new CS/CGP professional qualification, build a team of professional managers to take up the role of ‘Chief Governance Officer’, and further the development of corporate governance awareness, the Institute conducted its first thematic training for directors in Xishuangbanna in May 2019 on the theme of ‘Governance of the Board of Directors and Practices in Directors’ Onboarding’. Training in board dynamics is now a core part of the curriculum for Chartered Governance Professionals, so the training programme marked a new milestone in professional development. From 1 July 2018 to 30 September 2019, seven seminars were organised in the Mainland by the Institute, or jointly organised with other organisations, attracting 1,045 participants, an increase of 47% over last year. The seminars were well received and, having established a good reputation over the years, attracted a high number of industry practitioners. The number of participants at the Institute CPD seminars continues to increase year-on-year.
To further facilitate communication and sharing among board secretaries, regular meetings of the five Regional Board Secretary Panels (RBSPs) in Beijing, Shanghai, Shenzhen, Guangzhou and the Southwest (Chongqing and Chengdu) have been held every year to discuss hot topics. Five RBSP meetings cum roundtable sessions were held this year in Hong Kong, Beijing, Shanghai, Guangzhou and Chongqing, featuring thorough discussions on shareholder communications among local board secretaries. The events attracted over 160 participants, representing a growth of 29% over the year before.
Pulling together the intelligence and experience of seasoned board secretaries and other professionals, the Mainland China Technical Consultation Panel was set up in 2017 to draw up guidelines and conduct studies on corporate governance practices pertinent to the work of board secretaries and to provide research support to regulators in the formulation of policies and development of rules and regulations. In May 2018, three Interest Groups were formed under the Panel, with members comprising mainly experienced board secretaries and seasoned legal professionals, to work on three research projects, namely:
- ‘Guidelines for Inside Information Disclosure Practices of A+H Share Companies’
- ‘Guidelines for the Connected Transaction Practices of A+H Share Companies’, and
- ‘Supervision Issues of Shanghai–Hong Kong Stock Connect and Shenzhen–Hong Kong Stock Connect Practices’.
The second edition of the ‘Guidelines for Inside Information Disclosure Practices of A+H Share Companies’ was released on 3 September 2019. It was developed on the basis of the first edition issued in 2014 after five rounds of written consultation, eight rounds of amendments and three rounds of examination and face-to-face discussions among Interest Group members. Key changes are the inclusion of cases on inside information disclosure of Hong Kong H share companies and Mainland A share companies, and information about the requirements in Hong Kong and the Mainland regarding suspension of trading, disclosure of shareholder information and unusual volatility in trading of shares. Relevant regulatory requirements of Mainland exchanges and the STAR Market of the Shanghai Stock Exchange were also supplemented.
The research project on ‘Supervision Issues of Shanghai–Hong Kong Stock Connect and Shenzhen–Hong Kong Stock Connect Practices’ was launched in view of the need for Mainland regulators to study the differences in information disclosure practices in Hong Kong and the Mainland in the context of Stock Connect, and was supported by some enterprises participating in Shanghai–Hong Kong Stock Connect and Shenzhen–Hong Kong Stock Connect. The project focuses on the differences in the information disclosure regimes of Hong Kong and the Mainland, and analyses and consolidates the feedback from a questionnaire survey among listed companies participating in Stock Connect (mainly dual-listed A+H share companies and H share companies). Recommendations on best practice in information disclosure in the context of Shanghai–Hong Kong Stock Connect and Shenzhen–Hong Kong Stock Connect have been provided to regulators for reference. This will support the regulators’ formulation of relevant policies to regulate market practices and provide guidance for participants in Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect. The purpose is to standardise information disclosure in the core capital markets in the Greater China region as far as possible and maximise overall investment results for investors in that market. The research report was completed in September 2019, and review by the China Securities Regulatory Commission, Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSG) was completed on 30 September 2019. The Hong Kong Stock Exchange has also provided its comments on the report. This research report is expected to be released in Chinese and English concurrently by the end of this year in Hong Kong and the Mainland.
The second draft of the ‘Guidelines for Connected Transactions Practices of A+H Share Companies’ was completed and is being reviewed by members of the Panel. It is expected that this Guidance Note will be published by the end of this year.
Collaboration on all fronts
Since 2011, the Institute has entered into Memoranda of Understanding with the SSE, SZSG, China Association of Public Companies and Insurance Association of China (IAC). Nine joint training sessions have been coorganised with the SSE for board secretaries of A+H companies, and four training programmes on corporate governance practices have been coorganised with the IAC for governance professionals, including board secretaries, of insurance companies in the Mainland. These joint training sessions were well received, they helped to share resources and strengths among the collaborating parties and will ultimately help to enhance corporate governance standards in Mainland companies.
Following the establishment of a relationship with the administrative committees of Zhongguancun Science Park and Shanghai Zhang Jiang High Tech Park in 2018, the Institute built a similar cooperative relationship in 2019 with the Shenzhen’s Nanshan Association of Public Companies. We have our eyes on the Greater Bay Area and actively explore the provision of assistance to high-tech companies and new economic enterprises, in particular helping enterprises that intend to go public in Hong Kong to build a good corporate governance framework. We will work together with relevant parties to provide timely training on listing and corporate governance issues in Hong Kong, building a team of governance professionals to facilitate the listing of Mainland high-tech companies and new economy enterprises in Hong Kong.
From 1 January 2020, the existing International Qualifying Scheme will be replaced by the new qualifying programme – Chartered Governance Qualifying Programme (CGQP). In September 2018, the Institute started to award the new Chartered Governance Professional designation to eligible members. From now on, eligible members of the Institute will have the dual qualification. The reform of the professional qualification examinations and the new dual CS/CGP designation will help enhance and expand members’ professional expertise, and consolidate and enhance members’ professional status in the board/company secretary and governance arena.
The number of new listed companies in the new economy space is growing rapidly. The STAR Market in Shanghai is carrying out pilot reforms of the registration system for newly listed shares and is introducing major changes to its regulatory regime focusing on the disclosure of information. In addition, new issues – such as compliance issues associated with weighted voting rights and international trade controls – have emerged. These developments have increased the demand for governance professionals in Hong Kong and the Mainland, and presented new opportunities and challenges for
On the occasion of its double anniversary and at a time of great changes in the profession, the Institute will, as always, actively participate in the development of the Mainland capital market, expand the scope of its professional services, and provide more professional and quality services for Mainland board secretaries. In the current environment, we need to continue to learn, to practice diligently and to further our cause and work for the future development of the governance profession. We need to dedicate ourselves to the enhancement of corporate governance in Hong Kong and the Mainland and the training of quality governance professionals.
Kenneth Jiang FCIS FCS(PE)
Chief Representative, The Hong Kong Institute of Chartered Secretaries Beijing Representative Office
SIDEBAR: On the up
As at 30 September 2019, the Institute has in the Mainland:
- 325 registered students (an increase of 39% over last year)
- 185 Affiliated Persons (an increase of 8% over last year), and
- 99 members (an increase of 48% over last year).
为了满足内地对高素质公司治理人才的紧迫需求，协助更多有志于取得特许秘书和Chartered Governance Professional 资格者，公会继2016年联合香港公开大学在上海开设了企业管治研修课程之后，2019年9月又联合香港公开大学在深圳开设了企业管治研修课程（研修課程）。
研修课程主要为远程学习，另辅以每月一个周末的面授辅导。修毕课程可申请获得香港公开大学企业管治硕士课程学分，并于完成赴港境外学习后，可在香港获颁相应企业管治硕士学位；获得相应硕士学位之后可申请获得公会特许秘书和Chartered Governance Professional资格之专业考试的全部豁免，在获取足够相关工作经验后，可以申请获得公会及特许公司治理公会(Chartered Governance Institute, CGI) (原名称:特许秘书及行政人员公会) 的 特许秘书 及 Chartered Governance Professional 双重專業资格。
为了推广及发展Chartered Governance Professional新专业资格，打造首席治理官高端职业经理人队伍，满足国际公司治理的前沿发展要求，公会于2019年5月在西双版纳举办了首期主题为“董事会治理与董事履职实操”的董事专题培训，拉开了Chartered Governance Professional
自2020年1月1日起，新专业资格评审考试（Chartered Governance Qualifying Programme (CGQP)）将取代目前的国际专业知识评审考试(International Qualifying Scheme)。自2018年9月起，公会亦开始向合资格并拥有特许秘书资格的会员颁发新的Chartered Governance Professional资格。今后公会的会员将具备双重资格，即“特许秘书”与“Chartered Governance Professional”资格。专业资格考试的改革及新增加的“Chartered Governance Professional”资格将有助于提升及拓展会员的专业技能，夯实并提升会员在董秘/公司秘书及公司治理领域的专业地位。