The Chartered Secretarial qualification can lead to many different career paths. In this second interview in our ‘Career Paths’ series, Estella Ng Yi-kum ACIS ACS, Deputy Chairman, Executive Director, Chief Strategy Officer, Chief Financial Officer and Company Secretary, Tse Sui Luen Jewellery (International) Ltd, shares insights into the challenges and rewards of her diverse career in Hong Kong.

You trained as an accountant. Could you briefly talk about the early years of your career and what made you pursue a professional qualification as a Chartered Secretary?

‘I studied accounting at university. Shortly after my graduation, I joined Deloitte Touche Tohmatsu as an auditor. Whenever I met with my clients, I realised that they had a high expectation of me and the firm I represented, expecting me – as a relatively junior accountant at that time – to know not only about accounting and taxation, but also issues concerning corporate governance and board effectiveness. For example, they would ask me details about circulars to shareholders or notices of annual general meetings (AGMs), such as the proper format, days of notice, etc. I couldn’t disappoint my clients and therefore I decided to pursue an additional qualification as a Chartered Secretary.

After performing auditing duties for a couple of years, my job duties covered restructuring services to provide business and financial advisory in the areas of corporate restructuring and business recovery. I was quite confident in advising distressed companies on ways to embark on debt restructuring to maximise their chances of survival.

And then a few years later, I got heavily involved in the company’s capital market and IPO services to prepare organisations for IPOs. During my time there, I found my professional knowledge in corporate governance particularly useful, as in order for a firm to be successful in a public listing, great emphasis must be placed on sound corporate governance, strong internal processes and effective risk management systems and controls. So, apart from things like tax and legal restructuring and helping them meet the Stock Exchange of Hong Kong Ltd (the Exchange) requirements, I also advised them on policy plans for the board during and following the IPO, and gave advice on transparency, risk management, board composition, etc.

After a few more years of IPO advisory experience, I learnt most of the techniques to achieve a successful listing. These valuable experiences prepared me for my upcoming role as a regulator on the other side of the table. In the late 1990s, I joined the Exchange and held a number of senior positions, the last being a Senior Vice-President at its Listing Division until 2003.

As the gatekeeper before Listing Committee hearings, I remember I turned down as much as 15% of listing applications as they failed to meet preliminary requirements. I not only looked at an applicant’s track record, profits, competitiveness and prospects, but I also paid great attention to its corporate governance. It is easy to build a dream team to help with an IPO application. However, as a market watchdog to safeguard investors’ interests and the reputation of Hong Kong’s financial markets in a broader sense, I insisted on going through rigorous due diligence right from the company’s top management. I would interview the company’s founder or CEO face to face, so that I could assess and evaluate if he or she had solid knowledge about the company and the markets the company was operating in. If the executive I met was a fund manager, or someone suspicious, I would examine and evaluate whether the proposed float was intended for a backdoor listing or other possible fraudulent behaviour like stock price manipulation.’

After your tenure with the Exchange, you joined two real estate developers as executive director and CFO respectively.  What were your roles? What did you learn?

‘I joined Hang Lung Properties Ltd in 2003 and became an executive director in 2005. That was a career switch I was determined to make as I wanted to gain more exposure to commercial aspects after years of experience in accounting, auditing, corporate finance and working as a regulator. I believed my experience would allow me to play a non-executive director role in any listed company. The year I joined Hang Lung was the year of the SARS pandemic in Hong Kong. It was a difficult time, but it also presented an opportunity to play a large role in the later turnaround as the property market appeared to have bottomed out. Playing the head of finance role, I was responsible for corporate liquidity, investments and risk management related to the company’s financial activities.

Hang Lung Properties is a blue-chip company. I learnt a lot from Ronnie Chan, now chairman of the Hang Lung Group and its subsidiary Hang Lung Properties Ltd. He is also the second generation of the founder of the company. In the commercial world, everything comes at a price and every asset can be bought and sold at a market price except your integrity and family. When you lose integrity, you lose trust and identity. What I learnt from the property industry is that, to stay ahead of the game, you have got to know your strengths and weaknesses, your competitors, as well as the macro environment, from politics, government policies and regulatory changes to economic growth, industry cycles and customer behaviour.

With that said, risk management is of utmost importance to keep moving forward at a steady and relatively fast pace to avoid potentially dangerous situations.

I was with Country Garden Holdings between 2008 and 2014 as CFO. Hang Lung and Country Garden are companies listed in Hong Kong as property developers. Country Garden was a fast-growing developer based on the Mainland, focusing on property sales. “When I joined the firm, it was building 20 something projects across the Mainland. Its development pipeline expanded to over 270 projects, each as big as Taikoo Shing, at the time I left. Hang Lung Properties, at that time, mainly operated a large rental portfolio, including shopping malls and office buildings, on the Mainland. Country Garden was expanding fast and it had a need for quick financing at any time. I had helped it to have access to a pool of ready capital at all times from revolving loan facilities, term loans and specified maturity borrowings, for example bonds, notes, and tapping the capital market by the placing of shares and issuance of convertible bonds.’

And so you joined TSL Jewellery, a long-established jewellery seller, from the property sector in 2015. What is your role at TSL?

‘I joined TSL Jewellery in July 2015 as chief strategy officer and CFO; and became the company secretary from August 2015. This is an exciting position in which I can leverage my experiences and skill sets in strategic business development, financial management, monitoring compliance and upholding corporate governance best practices.

The retail industry is more dynamic than property development and sales. Adapting to the fewer Mainland tourists coming to Hong Kong and the Mainland government’s crackdown on corruption and extravagant spending, we have changed our strategy to focus on the middle segment of the market, in both Hong Kong and on the Mainland. We have created more online sales channels to impress and reach target customers.

In China, in particular, the way consumers make purchasing decisions has dramatically altered. They would use their smartphones to check prices and product reviews; family and friends instantly weigh in on shopping decisions via social media; and when they’re ready to buy, an ever-growing list of online retailers deliver products directly to them, sometimes on the same day.

Apart from overlooking the company’s strategic development and finance, I am also the company secretary and a board member. My dual role as CFO and company secretary allows me to carry out my work more effectively. I am clear about the company’s financial position and understand the compliance and the disclosure rules. I can communicate more effectively with investors and stakeholders while complying with disclosure requirements and maintaining a high level of transparency.

In fact, the work of a company secretary is more challenging and complex than before. Apart from organising various types of meetings like investor meetings, AGMs or board meetings, preparing agendas, taking minutes and drafting resolution notices, the role is also to advise the directors and ensure compliance with the listing rules, code provisions and other recommended best practices and any other laws and regulations which the company has to follow.’

What are the differences in serving family-owned businesses managed by the founder and the second generation?

‘In contrast to the Western corporate culture, in Hong Kong and China, especially family-owned businesses in which the founder is still in charge, being confrontational on the board is not effective in our culture. Having said that, it doesn’t mean we have to act like a yes-man. We need to present the boss with feasible options, identify and evaluate the pros and cons of each option, and give our best advice in order for the boss to make an informed decision. Sometimes this has to be done behind closed doors and you need to show respect in front of the other staff. If the boss finally does not take your advice, this may be because his perspective is different from yours. The boss has more elements to consider than you may have. From my experience, the founder of a business usually has a more entrepreneurial style and is more likely to be an aggressive risk taker.

If the company is managed by the second generation, who are usually Western-educated, they tend to favour more systems, procedures and structure required by corporate governance principles. They allow for more time to listen to advice and debate within the board by facilitating the effective contribution of all directors.’

Estella Ng was interviewed by Jimmy Chow, Journalist

This series of interviews is designed to give readers insights into the challenges and rewards of the many different career paths open to Chartered Secretaries. Look out for further interviews in our Career Paths series in future editions of CSj.

SIDEBAR: Career Notes

Prior to joining Tse Sui Luen Jewellery (International) Ltd in 2015, Estella Ng was formerly the Chief Financial Officer of Country Garden Holdings Company Ltd from January 2008 to April 2014 and an Executive Director of Hang Lung Properties Ltd from September 2005 to November 2007, both of which are listed on The Stock Exchange of Hong Kong Ltd. Prior to 2003, she was employed by the Exchange in a number of senior positions, most recently as Senior Vice-President of its Listing Division.

Prior to that, she gained auditing experience with Deloitte Touche Tohmatsu. Ms Ng is a qualified accountant and holds a Master of Business Administration degree from Hong Kong University of Science and Technology. She is an associate of The Institute of Chartered Accountants in England and Wales; The Institute of Chartered Secretaries and Administrators and HKICS; and a fellow of the Association of Chartered Certified Accountants; the Hong Kong Institute of Certified Public Accountants; and a member of the American Institute of Certified Public Accountants.

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