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.
Membership
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.
Professional development
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.
Research support
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.
Looking ahead
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 the profession.
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).
致知力行，继往开来
在公会专业发生深刻变革，香港和内地社会也经历转变之际，公会北京代表处首席代表姜国梁FCIS FCS(PE)重申公会牢记使命，推动良好公司治理。
2019年，是祖国70华诞，也是特许秘书在香港70周年，以及香港特许秘书公会（公会）成为本地独立专业团体25周年。 公会自1996年在北京设立代表处以来，积极参与并见证了内地资本市场的不断发展，得到了广大上市公司与监管机构的广泛支持与认可。近年经济全球化遇到前所未有的挑战，大国角逐和市场竞争空前激烈，在这种形势下，公会始终牢记专业使命，稳步推进专业改革，继续加强对学员、会员专业水平的提升以及对上市公司的专业服务，为持续提升两地良好公司治理的理念与实践不懈努力，内地各项工作再上新台阶。
联席成员队伍保持稳定、学员及会员数量大幅增长
公会的联席成员计划继续获得内地上市公司的广泛支持，除H股外，通过口碑传播，吸引了越来越多的红筹股、A股及拟上市公司董事会秘书（董秘）及同等执业人士加入，截至2019年9月30日，公会拥有在册联席成员185人，同比增加8%，分别来自75家H股公司，35家红筹股公司，52家A+H股公司、11家A股与拟上市公司及12家非上市公司。 得益于近年来全球监管机构赋予公司秘书/董事会秘书们更多公司治理职责和公会推进专业改革的战略举措，公会专业资格获得越来越多上市公司的追捧及两地监管机构的认可，2019年公会的内地学员与会员数量大幅增加，截至2019年9月30日，公会拥有内地注册学员325人，内地会员99人，同比分别增长39%和48%。 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。
专业发展取得新突破
公会自实施联席成员计划以来，共举办强化持续专业发展讲座（讲座）50期，参训人数逾6,500人次。受众包括董秘、董事、监事、董秘室相关人员及其他高级管理人员（高管）等。讲座紧密结合有关监管机构规管最新发展和董秘实务及相关公司治理问题，严格遴选资深专业人士或董秘担任讲者，旨在为受众提供了解最新监管形势与实务研讨的机会，提高董监高等对良好公司治理的认知以及对董秘工作重要性的认可，从而推动董秘公司治理作用的有效发挥以及上市公司治理水平的提升。 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 核心课程董事会动态治理的帷幕，开创了专业发展的新里程。自2018年7月1日至2019年9月30日，公会在内地共举办或与其他机构合办讲座7期，受众1,045人次，同比增加47%。讲座均获得广大参训者的广泛好评，多年的口碑传播，吸引了越来越多业内人士的参与，讲座参训人数屡创新高。 此外，为进一步加强董秘群体的沟通交流与经验分享，公会每年定期召集北京、上海、深圳、广州及西南地区（重庆和成都）五个地区董事会秘书小组开展相关热点问题的研讨与交流。今年公会在香港、北京、上海、广州与重庆举办了五次地区小组会议暨圆桌会议，召集当地董秘就股东沟通的议题进行了广泛讨论，参加人数超过160人，同比增加29%。
进一步加强实务研究支持
公会于2017年成立中国内地技术咨询小组，以凝聚资深董秘及专业人士智慧与经验，为解决董秘相关公司治理的实务问题准备相关指引，开展相关研究，同时为监管机构的政策与法规制定提供研究支持。小组于2018年5月成立了主要由资深董秘及资深法律专业人士组成的三个研究课题组，着手就三个课题开展工作：
- “A+H股公司内幕信息披露实务指引更新”
- “A+H股关连交易实务指引”，及
- “沪港通及深港通监管问题实务”。
“A+H股公司内幕信息披露实务指引第二版”已于2019年9月4日公开发布，在2014年指引第一版的基础上，经五轮书面意见征询、八轮修订及三次现场审核讨论而成稿。重点增加了香港H股和内地A股内幕信息披露有关的部分案例，以及香港和内地关于停牌、股东信息披露、股票交易异常波动等内容，同时也补充了关于内地交易所相关规管要求以及上交所科创板的有关规则要求。 “沪港通及深港通监管问题实务调研课题”是根据内地监管机构研究互联互通下两地信息披露差异的需要而开展，并得到部分沪港通与深港通标的企业的响应。调研定位于两地市场信息披露制度的现实差异，基于沪港通、深港通标的上市公司（主要为A+H两地上市公司、H股公司）的问卷反馈意见，进行分析梳理和总结，向监管机构提供有关沪港通及深港通背景下信息披露等实务操作的最佳实践方面的参考意见，以便监管层面制订相关政策、规范市场行为，指导沪港通与深港通标的企业之实践，从而最大程度实现大中华地区核心资本市场的信息披露一体化，最大化该市场内投资者的整体投资利益。调研报告已经于2019年9月完稿并于9月30日由中国证券监督管理委员会、上海证券交易所（上交所）及深圳证券交易所（深交所）完成审阅,目前香港交易所亦已回饋意见。预计该指引将于今年內在两地中英文同时发布。 “A+H股关连交易实务指引”第二稿已经完成并交由小组成员审阅。预计该指引将于今年底完成。
与各方的联系与合作开创新局面
自2011年起公会先后与上交所、深交所、中国上市公司协会及中国保险业协会（中保協）签署合作备忘录后，公会已经与上交所合作举办了9期“A+H股董秘后续培训”，与中保协合作针对内地保险公司董秘书等公司治理專業人士举办了4期公司治理实务培训。这些合作培训均获得了参训人员的广泛好评，达到了实现合作双方的资源共享，优势互补以及推动广大内地公司治理水平提升的预期目的。 继于2018年与中关村科技园区及上海张江高科技园区管委会建立了联系后，公会又于2019年与深圳南山区上市公司协会建立了合作关系，布局大湾区，积极探索助力高新技术及新经济企业，特别是帮助拟在香港上市企业建立良好公司治理体系，并将与有关各方合作适时举办香港上市辅导培训和企业管治培训课程，先行培养公司治理人才，为内地高新技术及新经济企业赴港上市保驾护航。
未来发展
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。 随着以新经济为主导的新上市公司数量迅速增加，上海科创板新股发行注册制改革试点实行以信息披露为核心的重大监管方式变革，以及同股不同权和国际贸易管制合规规管等的一系列新课题的出现，两地对公司治理专业人才的需求也日益增加，行业亦将面临新的机遇与挑战。 在喜迎双周年庆典以及专业发生深刻变革之际，公会将一如既往地积极参与内地资本市场的发展，积极拓展专业服务范围和内容，为内地董秘提供更加专业优质的服务与支持，致知力行，继往开来，共筑公司治理专业发展之路，为推动两地公司治理水平的提升，以及为培养更多优秀的公司治理专才贡献力量。 香港特许秘书公会北京代表处首席代表 姜国梁 FCIS FCS(PE)
人數上升
截至2019年9月30日，公会拥有：
- 内地注册学员325人（同比增长39%）
- 联席成员185人（同比增加8%），及
- 内地会员99人（同比增长48%）。
