Kenneth Jiang FCIS FCS(PE), Chief Representative, The Hong Kong Institute of Chartered Secretaries Beijing Representative Office, reviews the work of the Institute on the Mainland in the past year in serving listed companies, promoting corporate governance and facilitating the professionalisation of the board secretary.

This year marks the 20th anniversary of the establishment of the Hong Kong Special Administrative Region. For the past two decades, The Hong Kong Institute of Chartered Secretaries (the Institute) has witnessed Mainland China and Hong Kong develop and flourish. The Institute has been actively promoting good corporate governance and advocating the professional development of the board secretary on the Mainland, as well as gaining the support and recognition of listed companies and regulators in Mainland China and Hong Kong.

The Institute’s Beijing Representative Office celebrated its 20th birthday last year and organised various activities on the theme of ‘our mission, our road ahead’. This article intends to bring readers up to date on the work of the Institute in Mainland China over the past 12 months.

Affiliated Persons programme

The Affiliated Persons programme continued to gain the support of listed companies. Through recommendations by word of mouth, the programme attracted increasing numbers of board secretaries, or practitioners in a similar capacity, of red chip, A-share and to-be-listed companies besides alongside those from H-share companies. As at 30 June 2017, the Institute had 168 Affiliated Persons from 125 H-share companies; 28 red chip companies; seven A-share companies and to-be-listed companies; and eight non-listed companies. A total of 43 Enhanced Continuing Professional Development (ECPD) seminars were organised, with attendees of over 5,000. The seminars attracted not only board secretaries but also directors, supervisors, staff of the board secretary’s office and other senior managers. Currently, Affiliated Persons, directors and senior managers, and staff of the board secretary’s office each account for one-third of the participants of ECPD seminars. The objective of these seminars is to provide board secretaries with updates on regulatory trends and engage in discussions on practices, and to raise the awareness among directors, supervisors and senior managers of good corporate governance, as well as to enhance their recognition of the importance of the board secretary role. The ultimate purpose is to promote the effective exercise of the corporate governance function of the board secretary and to raise the governance standards of listed companies. These seminars have become choice programmes for practitioners on the Mainland, attracting an ever growing audience.

The Institute continues to provide services in professional research as well as sharing and communication for Affiliated Persons, helping to solve problems in the daily work of board secretaries. In 2014, the Institute collaborated with the Board Secretary Committee of the China Association for Public Companies (CAPCO) to prepare a report on the Amendment of the Prerequisite Clauses for the Articles of Association of Companies Seeking Listings Outside the PRC, and submitted the report to the China Securities Regulatory Commission. Over the past year, the Institute collected signatures of H-share companies in support of the above amendments and passed them to CAPCO for submission, together with the amended report, to the Legal Office of the National People’s Congress to promote the adoption of the amendment.

Every year, regular meetings of the five Regional Board Secretary Panels in Beijing, Shanghai, Shenzhen, Guangzhou and Southwestern Region (Chongqing and Chengdu) are convened to discuss hot topics, and to promote communication and experience sharing among regional board secretaries. Five Regional Board Secretary Roundtable sessions were held this year in Hong Kong, Beijing, Shanghai, Guangzhou and Chongqing, during which discussions were held on the topic of shareholder communications. Over 120 people attended.

In May 2017, the Institute was invited by China Huarong Asset Management Co Ltd to conduct training for its directors, supervisors and senior managers on the continuing obligations and duties of directors of listed companies in Hong Kong, as well as the regulation and best practices in Hong Kong regarding inside information. The training was welcomed by the participants. This is a new initiative of the Institute in respect of career specific services.

Opening up broad-based intensive cooperation with the Mainland

Following the conclusion of Memoranda of Understanding since 2011 with the Shanghai Stock Exchange, Shenzhen Stock Exchange, CAPCO and the Insurance Association of China, the Institute has maintained close cooperation with these parties in discussions on corporate governance, training, professional interchange and resource sharing in various aspects . By June 2017, the Institute had co-organised with the Shanghai Stock Exchange six rounds of training for board secretaries of A+H share companies. The third training programme for corporate governance practitioners in collaboration with the Insurance Association of China will be held in Hong Kong in October this year.

This year, the Institute was also one of the organisers of the Stock Connect – Shanghai Corporate Access Day, fulfilling its role as an international professional body in assisting with dual listing on the Mainland and Hong Kong. Over 200 representatives from 80 Hong Kong-listed companies and Mainland securities companies participated in the event.

Technical consultation panel on the Mainland to be set up for networking and professional exchange

To reflect the views of Hong Kong-listed Mainland companies on the consultation papers issued by regulators in Hong Kong and to study practical issues faced by board secretaries on the Mainland, the Institute intends to set up a technical consultation panel on the Mainland this year. Comprising Mainland members or Affiliated Persons, the panel will be mainly responsible for:

  1. discussing and giving comments on legislation and regulatory policies promulgated by the government and regulators in Hong Kong in relation to professional skills and practices of board secretaries,
  2. considering professional and technical issues raised by Mainland members or Affiliated Persons and providing professional advice,
  3. coordinating the efforts of Mainland members or senior Affiliated Persons acting as board secretaries to discuss and compile guidance notes and conduct experience sharing to meet the practical needs of board secretaries,
  4. when appropriate, assisting the Institute in lobbying for recognition of the professional status of the board secretary by the government or regulators,
  5. providing support to the conferences and ECPD seminars for Affiliated Persons organised by the Institute, and
  6. representing the Institute in liaising with relevant bodies on the Mainland regarding areas of interest to members and Affiliated Persons.

New qualifying route – master in corporate governance programme

Chartered Secretary qualifying examination test centres have been set up in Beijing and Shanghai for the convenience of Mainland students. Since September 2016, in collaboration with The Open University of Hong Kong, the Institute has been offering the first accredited master in corporate governance programme in Shanghai. This is a distance learning course supplemented by a weekend face-to-face tutorial session every month. Students who complete the programme can apply for credits in the Master in Corporate Governance programme of The Open University of Hong Kong. After further studying in Hong Kong, students can get a master degree in corporate governance. Holders of this degree are eligible to apply for full exemption from the qualifying examination of the Institute. After accumulating sufficient working experience, candidates can apply for membership of The Institute of Chartered Secretaries and Administrators and the Institute here in Hong Kong. The second programme in Shanghai will commence in September 2017.

Future developments

Tougher regulation in the major capital markets of the world has evolved into the new normal after the global financial crisis. New governance requirements include strengthening the regulation of risk management and information disclosure; enhancing the supervision of directors’ and senior managers’ performance of their duties; and promoting shareholder engagement and shareholder communications.

The governance roles and functions of the company secretary have also been clarified, and the importance of corporate governance has become more evident. With the further reform and opening up of the Mainland capital market, the implementation of the One Belt and One Road strategy and further interconnection between the Mainland and Hong Kong, there will be rapid growth in the demand on the Mainland for high quality corporate governance professionals, such as board secretaries, who have an international vision and possess professional expertise. There will therefore be huge development potential for Chartered Secretaries on the Mainland. The Institute will make the most of this trend and explore professional reforms to adapt to these new developments in corporate governance. As usual, the Institute will provide support and assistance to the professionalisation of Mainland board secretaries, and contribute to the enhancement of corporate governance standards on the Mainland and Hong Kong and to the training of more quality corporate governance professionals.

Kenneth Jiang FCIS FCS (PE),
Chief Representative
The Hong Kong Institute of Chartered Secretaries Beijing Representative Office

不忘初心,砥砺前行

香港特許秘書公會(公會)北京代表處說明過去一年在內地服務上市公司、推廣公司治理,以及促進董事會秘書專業化的工作。

今年是香港回归祖国20周年,香港特许秘书公会(公会)亲历并见证了这20年祖国与香港的共同发展与走向繁荣。20多年来,公会在内地积极倡导良好公司治理与董事会秘书专业化发展,获得了广大上市公司与两地监管机构的大力支持与广泛认可。

去年是公会北京代表处成立20周年,公会举办了主题为「秉承使命, 励精图治,携手并进,共创未来」的庆典活动。本文报告公会过去12个月在内地的工作。

联席成员计划

公会的联席成员计划继续获得广大上市公司的支持,除H股外,通过口碑相传,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2017年6月30日,公会拥有在册联席成员168人,分别来自125家H股公司,28家红筹股公司,7家A股与拟上市公司及8家非上市公司。公会共举办强化持续专业发展讲座(讲座)43期,参与人次逾5,000人次。除董秘外,讲座也吸引了董事、监事、董秘室相关人员及其他高级管理人员(高管)等的参与。目前公会的联席成员讲座参与人员构成是联席成员,董事及相关高管和董秘室相关工作人员各占约1/3。这些讲座旨在为董秘们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广大上市公司治理水平的提升,现已成为内地相关执业人士踊跃参加的精品课程,出席人数屡创新高。

公会继续为联席成员提供专业研究及沟通交流服务,为董秘们解决日常实务中的问题提供协助,继2014年公会与中国上市公司协会董秘专业委员会共同成立《到境外上市公司章程必备条款》修订联合课题组并撰写报告提交中国证券监督管理委员会后,公会过去一年收集了H股公司响应以上修订倡议的签名,并交由中国上市公司协会连同其修订后的报告提交人大法治办,以期推动此修订倡议的达成。

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)5个地区董事会秘书小组开展相关热点问题的研讨与交流,促进了地区董事会秘书之间的沟通交流与经验分享。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,参加人数愈120人。

此外,公会2017年5月应邀为中国华融资产管理股份有限公司的董事、监事及高管就香港上市公司持续义务与董事责任,以及香港内幕信息规管法规重点与最佳实务进行了培训,获得参训人员广泛好评。此次培训是公会定向专业服务的又一新尝试。

开创内地广泛与深入合作的新局面

继公会于2011年起与上海证券交易所、深圳证券交易所、中国上市公司协会及中国保险业协会签署合作备忘录后,公会一直积极践行与合作方在公司治理研讨、培训、专业交流与资源共享方面的紧密合作。截至2017年6月,公会已经与上海证券交易所合作举办了6期A+H股公司董事会秘书的后续培训,与中国保险业协会合作的第3期公司治理师培训将于今年10月在香港举办。

今年公会亦作为主办方之一参与了“掘金港股通-港股企业与内地投研机构交流峰会”,以发挥国际专业机构两地上市的桥接作用,此活动共有来自80家香港上市公司和内地证券公司等机构的200多名代表出席,香港交易所是该活动的主要支持机构。

拟成立内地专业技术咨询小组,形成联谊与专业交流双网络

为了能充分反映内地在港上市公司对香港有关监管机构发表的咨询文件之意见、研究内地董事会秘书执业中遇到的实务问题,公会今年拟成立内地专业技术咨询小组。该小组将由内地会员或联席成员代表组成,其主要职责为:

  1. 针对香港政府和监管部门发布的且与董秘专业技能和实务相关的法律及监管政策,进行讨论并提出意见;
  2. 研究内地会员或联席成员提出的有关专业技术问题并提供专业意见;
  3. 组织担任董事会秘书的内地公会会员或资深联席成员,根据董事会秘书执业需要进行研讨并编撰实务指引,推动董事会秘书最佳实务与经验分享;
  4. 在合适时机协助公会游说政府或监管部门对董事会秘书专业地位的认可;
  5. 为公会组织的研讨会和联席成员强化持续专业发展讲座提供支持;
  6. 就会员与联席成员感兴趣的领域代表公会与内地相关团体进行联络。

开辟获取特许秘书资格的新通道 – 企业管治研修班课程

北京和上海设立了特许秘书资格考试考点,以方便内地学员参加考试。2016年9月起,公会联同香港公开大学在上海开设了第一期获认可的企业管治研修班课程,此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资格考试全部豁免,在获取足够相关工作经验后可以申请获得英国特许秘书及行政人员公会及香港公会会员资格。第2期课程将于2017年9月开课。

未来发展

全球金融危机后,世界主要资本市场均进入监管新常态,从强化风险管理与信息披露监管、加大监管及董事与高管责任、推进股东参与及股东沟通等方面提出了新的治理要求。

公司秘书的治理职责与作用日趋明确,公司治理日益彰显其重要性。随着内地资本市场的进一步改革开放和“一带一路”战略的实施,两地互联互通深入发展,内地对具有国际视野和专业技能的高素质董事会秘书等公司治理人才的需求将急剧增加,特许秘书在内地发展前景十分广阔。本会将依据形势积极探索专业改革,适应公司治理的新发展,一如既往地为内地董事会秘书的专业化提供支持与帮助,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。

姜国樑FCIS FCS(PE)
香港特许秘书公会(公会)北京代表处首席代表

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