Ellie Pang, Chief Executive, The Hong Kong Chartered Governance Institute, reviews the Institute’s work in promoting the professional development of board secretaries in the Mainland for more than three decades.
The Hong Kong Chartered Governance Institute (the Institute) has devoted itself to promoting good governance and cross-border compliance in the Mainland. The Institute has always kept in mind its mission of advocating and promoting good corporate governance. In order to create value for Mainland-listed companies and enhance the professionalism of board secretaries, the Institute has witnessed and contributed to reforms, innovations and changes, and has continued to develop and grow on various fronts. 2021 is the 25th anniversary of the establishment of the Institute’s Beijing office. In this article, I would like to take the opportunity to celebrate the journey our Institute has made in the Mainland.
Setting up the Beijing office
In the late 1980s, the Institute and its members had already begun to indirectly serve Mainland enterprises in Hong Kong through our work with red chip companies. Before the first Mainland company, Tsingtao Brewery, went public in 1993, at the invitation of the China Securities Regulatory Commission (CSRC), the Institute began to provide guidance and training for practitioners working for Mainland companies seeking listings overseas. We also started to explore setting up an office in the Mainland.
During this period, the Institute focused on providing guidance on Hong Kong’s company secretarial system to the emerging capital markets in the Mainland. The Institute also assisted the CSRC in clarifying the responsibilities of companies listed overseas, and made preliminary explorations and preparations for the introduction of board secretaries to Mainland A share companies in 1996. Since then, the Institute has remained committed to its mission of promoting the professionalisation of governance in the Mainland.
In 1996, the Institute set up a representative office in Beijing, its first official presence in the Mainland. After that, the Institute, The Stock Exchange of Hong Kong Ltd (the Exchange) and the Hong Kong and Macau Affairs Office jointly organised annual H share company board secretary training in Hong Kong, and coorganised events that expanded professional training to Hong Kong H share companies and Mainland A share companies.
Welcoming Affiliated Persons
The Institute started to implement an Affiliated Persons (AP) programme for board secretaries of H share companies in the Mainland in 2004, after communication with the CSRC and the Exchange.
The Institute offers seminars that provide tailor-made professional development training, helping companies to meet the regulatory requirements of the Exchange. The Institute has also built a platform for professional exchange.
After nearly two years of operation, the Institute’s AP programme has become widely recognised and highly praised by members. The Institute has also used the platform to hold governance seminars in Beijing, Shanghai and Shenzhen for three consecutive years since 2006, advocating and promoting good corporate governance concepts and practices.
In order to meet the growing responsibilities of board secretaries and governance professionals, the Institute decided to expand the scope of the AP programme from 1 July 2020. As of the end of October 2021, the Institute has 168 registered APs and has held 59 ECPD seminars for them. Attendees were not only board secretaries and directors, but also senior managers and other governance practitioners of listed companies.
Facilitating cross-border exchange
With the recognition of dual listing in Hong Kong and the Mainland, the Institute issued a guidance on the differences between the disclosure requirements in the two places in 2008. In 2012, the Institute further expanded the guidance to better prepare board secretaries and company secretaries to respond to the practical challenges of new laws and regulations.
In July 2017, the Institute set up the Mainland China Technical Consultation Panel (MCTCP) to reflect the opinions of Mainland-listed companies in Hong Kong regarding revisions of Hong Kong listing regulations. The MCTCP consists of Mainland members, APs and representatives of practicing lawyers.
This year, in order to provide more targeted services to directors and board secretaries, the Institute set up two new subcommittees under the MCTCP – the Board Secretaries Committee, and the Directors and Supervisors Committee – to reflect members’ views and protect their rights and interests.
Building cooperative relationships
In 1996, the Institute helped to establish the Association of Board Secretaries (the Association) in Shanghai, with whom the Institute signed a memorandum of understanding. In 2009, preparing for the establishment of the China Listed Companies Association, and at the request of CSRC, the Institute provided a paper titled Cross-border Laws and Regulations Relating to Company/Board Secretaries. The purpose of the paper was to help coordinate with stakeholders and create a nurturing environment for the promotion of the board secretary profession.
Since 2011, the Institute has maintained a close cooperative relationship with the Association, the Shanghai Stock Exchange, the Insurance Association of China and the Shenzhen Stock Exchange. The Institute has cooperated with the Shanghai Stock Exchange to hold 11 sessions of A+H share board secretary training, and cooperated with the Insurance Association of China to organise seven sessions of international corporate governance training.
The Institute also established a cooperative relationship with Zhongguancun Science Park and Shanghai Zhangjiang High-Tech Park in 2018, the Shenzhen Nanshan Listed Companies Association in 2019 and the Suzhou Industrial Park in 2020, to help companies that intend to list in Hong Kong establish good corporate governance systems.
In recent years, regulators and investors have higher expectations of the responsibilities of company secretaries and board secretaries in corporate governance. Practitioners have shifted from being mainly administrative officers to being ‘chief governance officers’, playing a core role in governance. They are responsible for establishing corporate governance structures and mechanisms, managing shareholder and investor relations, due diligence and cross-border compliance and media relations, as well as managing crises.
In order to adapt to these developments in the field of corporate governance, and to better reflect the scope of work performed by company secretaries and governance professionals, the Institute created a new designation for its members in 2018. Members of the Institute now qualify for the Chartered Secretary and Chartered Governance Professional (CS/CGP) designation.
In order to enhance the awareness among stakeholders and in the general public of these developments, on 20 July 2021, The Hong Kong Institute of Chartered Secretaries was officially renamed The Hong Kong Chartered Governance Institute.
The pandemic, geopolitical tensions and the development of new technologies have brought many governance issues and challenges. Corporate governance has become increasingly complex, and its importance has risen to an unprecedented height, which means governance professionals will play an even more important role in the future. I sincerely hope that the Institute will continue to join hands with all colleagues and stakeholders in Hong Kong and the Mainland to further promote corporate governance in the relevant markets and our profession.
Chief Executive, The Hong Kong Chartered Governance Institute