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CSj interviews four Chartered Secretaries working for Mainland enterprises listed in Hong Kong about the challenges they faced studying for the International Qualifying Scheme and about the benefits the Chartered Secretarial qualification has brought them in their work and professional careers.

Acquiring the CIS post-nominals is no easy matter. First, you need a university degree. Then you need to do your initial training, either via the International Qualifying Scheme (IQS) examinations or equivalent accredited courses, and then you need to keep your knowledge current via mandatory continuing professional development training.

The gain is, of course, very significant. For members in this part of the world, you become a member not only of The Hong Kong Institute of Chartered Secretaries (the Institute), but also of the global Chartered Secretarial body The Institute of Chartered Secretaries and Administrators (ICSA). You gain the only internationally recognised qualification for those wishing to pursue
a career in the company secretarial and corporate governance fields.

In Mainland China, attaining this stamp of quality is increasingly sought after in a sector that is highly competitive, particularly in companies that have a listing in Hong Kong or other overseas jurisdictions. This month, CSj talks to four very diverse In Profile candidates who are linked by their ambition to become ambassadors for the Chartered Secretarial qualification in Mainland China. Why did they choose to study for the IQS? What challenges did they face to become members of the Institute?
Were their employers supportive of their ambitions to upgrade their qualifications? And, perhaps most importantly, how has their new CIS status benefited them in their work and careers?

Xing Jun ACIS ACS, Board Secretary, Haichang Ocean Park Holdings Ltd

After graduating from Loughborough University in the UK with a degree in finance management, Mr Xing has worked for various Hong Kong-listed companies over the course of his career. His current role at Haichang includes compliance issues, disclosure, and corporate governance, while also serving as head of investor and media relations.

As a CFA Charter holder, he pursued membership of the Institute as a top-up endorsement to his professional qualifications and as a consequence of his dedication to the company secretarial career. My qualifications and knowledge in finance and accounting, plus solid working experience with Hong Kong-listed companies, prepared me well for the IQS exam, he says. Thats part of the reason why he achieved a merit in the Corporate Law exam.

The reading materials that prepared me for the IQS exam have been a useful source of information in my career. I was strengthened in my knowledge and eventual practice, and most importantly they enabled me to understand my formal obligations as a company secretary representing a Hong Kong-listed issuer, says Mr Xing.

He adds that the CPD opportunities that his membership has opened up for him have been particularly valuable. The regular seminars, conferences and sharing sessions are very informative, enabling me to keep abreast of the latest regulatory updates, best practices, and learn from others experiences through the many case studies. Membership of the Institute offers constant, invaluable learning and networking opportunities, he adds.

For others in China interested in pursuing membership of the Institute, I suggest they set aside a fair amount of time, say no less than 20 hours a week, to study the materials. The key is do your best to understand the theory behind the laws, regulations and best practices, rather than just reciting and drilling. Revisiting the past papers is also useful from my experience.

Mr Xing believes that the importance of board secretaries on the Mainland will continue to increase, as listed enterprises are placing more importance on compliance and corporate governance. The status of the board secretary as part of the management team is also on the rise, he says. At present, about 40% of companies listed in Hong Kong are from the Mainland. Many of them are dual-listed companies (A+H share). Board and company secretaries with well recognised qualifications in both jurisdictions are in demand, Mr Xing says.

As the Hong Kong and Mainland capital markets continue to integrate, with regulators on both sides strengthening market oversight, it is especially important for board/company secretaries of dual-listed companies to have the most updated knowledge of the regulatory environment at all times. Down the road, Mr Xing believes Mainland companies will be more willing to invest in company secretarial training and sponsor them to acquire international professional qualifications, such as ICSA membership. That being said, it seems to me the recognition of the Institutes membership among Mainland regulators and employers is not yet acknowledged widely enough. I hope the Institute can do more to promote its professional image in China, he adds.

Xiao Junguang ACIS ACS, Securities Representative at COSCO Shipping Holdings Co Ltd

Mr Xiao believes that passing the IQS exam and engaging in the CPD activities organised by the Institute are particularly important ways for board secretaries representing dual-listed companies to enhance their abilities and capacities. He says that his employer was fully supportive of him in his pursuit of Institute membership, including giving him extra time off and full financial sponsorship.

Many topics covered by the syllabus are closely related to our daily work, especially when it comes to corporate law, corporate finance and corporate governance, but not many board secretaries of dual-listed companies I know have attained the qualification. Some of them are talented and well connected but perhaps the exam language and medium of instruction are an issue for them since they use Chinese primarily in their daily business activities, he says.

Despite this language barrier, Mr Xiao does not believe that the Institute needs to introduce a Chinese syllabus to cater to Mainland candidates. He points out that the Chartered Secretarial qualification is internationally recognised and board secretaries hired to work for Hong Kong-listed companies are supposed to possess a good command of English.

Both the Shanghai and Hong Kong exchanges have very stringent regulatory and compliance requirements. Board secretaries have to maintain effective communications with shareholders, investors and financial media, he adds. As such, the board secretary needs to have a rigorous understanding of the companys financial situation, operations, strategy and the competitive landscape. Internal communications and risk control are also something that has to be considered. Continual professional training is therefore important to enhance their abilities and capacities, Mr Xiao believes.

For example, handling shareholder relations and answering media enquiries, especially when there is a significant acquisition underway, require a profound understanding of the situation, the companys stance and the industry as a whole, as well as the disclosure requirements and specifically what constitutes insider information, he points out. Youve got to have a playbook or incident response plan in place. To be prepared, the company secretary has to be continually updated and refreshed on the latest regulatory framework.

Mr Xiao believes that the CPD programmes for Affiliated Persons of the Institute in Mainland China are particularly suited for those who have not achieved the Chartered Secretarial qualification yet. Affiliated Persons can still benefit from the training and networking opportunities provided by the Institute. Sharing by regulators, legal and other professional bodies are very effective in keeping them updated on the latest regulatory changes. These activities also facilitate networking and experience sharing especially among dual-listed companies.

Lu Hongyu ACIS ACS, Board Secretary, Kingsoft Corporation Ltd

Ms Lu has worked for Hong Kong-listed companies for more than 10 years. Prior to achieving her Chartered Secretarial qualification, she received legal training in her postgraduate degree. She has been a member of the Institute since passing the IQS exam. Ms Lu received subject prizes in the Corporate Administration and Corporate Financial Management exams.

Studying for the IQS solidified my knowledge, giving me a better mastery of complex listing rules and compliance requirements. I found the sharing and networking sessions with other members particularly fruitful as well, she says. She also found the study guidelines and reading lists provided by the Institute helpful in
her exam preparations. Aside from professional achievement, the exam also enabled her to integrate the theoretical concepts with the real-world environment.

Ms Lu believes that the Institute has done a good job in its Mainland work. She appreciates the opportunities it provides, working in conjunction with other professional bodies, for board secretaries to join CPD activities, meetings with regulators and company visits. The Institute has done a great deal of liaison work to orchestrate all the event details, sending out invitations, arranging venues and managing timelines. Im still very impressed with a field trip to the Singapore Exchange I attended a few years ago that was an eye-opening journey and I hope the Institute can continue to organise activities like that.

She further suggests that the Institute should arrange events tailored for particular industries, such as the finance and tech sectors. The marketplace where we operate is very fast-paced and the decision-making process has to be short. When there is a takeover or an M&A deal, it usually happens very quickly. It would be very helpful if company secretaries across the tech sector could meet up with and learn from others experiences regularly, she says.

Ms Lu believes there is a good recognition now of the value of having a professionally trained board secretary in China. The
board secretary is part of senior management, serving as the communication bridge between the company and regulators, and
very often as a spokesperson on important issues. The role is highly cross-functional and dynamic. He or she has a direct impact on the public image of the company. So its in the companys interest to have a professionally trained board secretary in this position, she says.

She believes there continues to be a mixed picture, however, when it comes to how far employers are willing to invest in staff training, such as supporting board secretaries who wish to acquire the Chartered Secretarial qualification on the job. This, she says, depends on the corporate culture. Some companies have a faster staff turnover and they may prefer to hire a well-qualified candidate from the talent pool, while some may be more willing to provide sponsorship for existing staff to achieve a recognised qualification.

There are advantages of both having an internally promoted board secretary and hiring one from the talent pool, she points out. An existing board secretary probably has a good understanding of the board and its management style, making internal communications more effective. On the other hand, a well-qualified, experienced newcomer may be more familiar with applicable regulations and compliance requirements, minimising non-compliance risks and potential penalties from regulators.

Rita Zhong Yan ACIS ACS, Board Secretary, Shenzhen Sed Industry Co Ltd

Ms Zhong became a member of the institute in 2014 after passing the IQS exam. She was on maternity leave after delivering her second baby when she was interviewed by CSj.

When I signed up for the exam I had just got pregnant and when I attended the exam in Hong Kong my first kid was just three months old. Being pregnant while going to work is not easy, not to mention the extra time I needed to devote to preparing for the exam, she recalls. So I would say, family support was the most important part in my drive for success.

Besides family support, she remains thankful to her supervisor, the then board secretary of her company, for her encouragement. I was told that if I truly wanted to develop a career as a company secretary, having the membership of the Institute in my CV would be a big asset.

Ms Zhong initially trained as a journalist so her career path has not been a common one. Because I had no formal training in law or accounting, I had to attend extra courses to acquire that knowledge. I also attended the preparatory courses at The Open University of Hong Kong to fully equip myself for the exam and the profession. On the other hand, compared with other board secretaries, I probably have better English reading and writing skills thanks to my major in English at university, she says.

She points out that membership of the Institute provides an assurance and an internationally recognised accreditation to employers of a board secretarys knowledge, training, education and integrity. She also believes that members of the Institute can play a role in promoting the professionalism of board secretarial work on the Mainland. Institute members are representatives of the Institute on the Mainland. Our professionalism, integrity, and the way we present ourselves and our companies, tells others what a Chartered Secretary is. At the same time, we also rely on the Institute to facilitate more networking opportunities with regulators and other professional bodies in order for us to expand the recognition of the profession.

Jimmy Chow, Journalist, and Kieran Colvert, Editor, CSj

今期,香港特许秘书公会会刊(CSj) 访问了4位在港上市企业的董秘及高管,了解他们获取公会会员资格的成功之路、在过程中所遇到的挑战、以及专业资格如何助他们的事业更上一层楼。

要在名片或履历上,个人名字後添上 “CIS”(特许秘书)名衔,看似锦上添花,但过程殊不容易。要考获专业资格,考生除本身须拥有认可大学的本科学历外,还须花相当时间,应付专业资格考试。成为会员後,要维持专业资格,须定期参与公会组织的持续专业发展培训(CPD)。

但苦尽甘来,成功通过国际专业知识评审考试(IQS)後,考生便可申请成为国际特许秘书及行政人员公会(ICSA)及香港特许秘书公会(HKICS)会员。获此专业资格,乃成为国际认可特许秘书必经之路,助你在公司秘书和公司治理等领域大展拳脚,对个人事业、专业发展和人际网络上均有莫大益处。

事实上,特许秘书资格越来越备受推崇,能提升个人竞争力,受香港和海外上市公司青睐。今期,本刊采访了4位代表在港上市企业的董秘和高管,了解他们考取该专业资格前後的心路历程。他们之中,有的希望能作为公会内地的代表,出席更多交流活动。

有今天的成就,付出自然必不可少。回想当初,他们又为什麽希望能通过IQS?成为公会会员前,遇到什麽样的挑战?他们的僱主或上司,又是否全力支持他们考取专业资格?也许最重要的,专业名衔对他们的工作和事业发展有何帮助?

海昌海洋控股有限公司董秘-刑军 ACIS ACS

刑先生毕业於英国拉夫堡大学,在获取财务管理学士学位後,曾先後於多家香港上市公司任职。现为海昌董秘,职务包括信息披露和公司治理等事宜,兼任投资者及媒体关係主管。

成为公会会员前,刑先生本身已是特许金融分析师(CFA)持有人。成为特许秘书後,除了履历更亮丽外,也證明了他对投身公司秘书专业的决心。他说:“我本身在财务会计等都有基础知识,加上多家香港上市公司的工作经验,让我在应考IQS时更得心应手。”他的学历和工作背景,解释了他为何能於公司法科目中考获佳绩。

“即使在完成考试後,纲要和参考材料都成为了我日後工作有用的参考资料,结合理论与实务操作。最重要的是,指引使我更清楚作为香港上市企业公司秘书的职责。”刑先生说道。

他认为,公会举办的CPD活动,对事业发展特别有用。“公会定期组织的研讨会、会议及交流会等,学习和交流内容等都非常丰富,让我及时了解最新的法规和最佳实践。与其他会员的分享讨论,让我能借鉴其他公司的实际案例,取长补短,获益良多。”

对於其他同样希望取得特许秘书专业资格的同仁,他建议合理筹划複习时间,每周不少於20小时。结合平时工作实践,多理解而非死记,另外考前多关注以往试题,考试时放松心态。

刑先生认为,董秘作为上市企业管理团队要员之一,其重要性在商界正不断提升,在合规和公司治理方面等扮演重要角色。他说道:“目前,约40%的香港上市公司来自国内,包括A+H股公司。它们越来越重视公司秘书的专业化,未来随著更多内地优秀企业来港上市,相信有更多专业人士,寻求获得特许秘书资格。”

他续说,證券资本市场不断发展,法规不断完善,两地监管有不断融合的趋势,需要董秘的知识背景也要与时俱进。公司也能认识到必要的培训将有助於提升公司治理水平,确保合规运作,因此也愿意花时间及资金提升董秘的专业能力。“不过,我个人感觉特许秘书资格在大陆的认知度还不高,所以公会任重而道远!”

中远海运国际(香港)有限公司證券事务部总经理兼證券事务代表-肖俊光 ACIS ACS

肖先生认为,通过IQS及参与公会举办的CPD活动,对A+H股公司董秘特别有意义,因此,公司全力支持他应考IQS,进而成为香港特许秘书公会会员,包括工作时间上的特别安排和相关费用。

“课程涵盖许多与日常工作息息相关的事宜,特别是公司法、公司财务管理和公司治理等。但我认识的董秘之中,没有太多人已经取得这个资格,他们当中不乏人才,有广泛人脉,但也许考试内容全是英文吧,某程度上令他们却步,他们日常商务活动都是使用中文的。”

儘管在语言上的障碍,但肖先生认为,公会不必引进中文教学大纲来迁就内地考生。“特许秘书资格为国际认可,作为香港上市公司的特许秘书,本身就应该具备良好的英语水平。”他说。

“无论是上交所还是港交所,他们的监管要求都十分严格。董秘有必要与股东、投资者和媒体保持有效沟通。因此,董秘须时刻掌握公司的财务状况、营运、战略和行业格局,对内也要保持良好沟通,做好风险监控。所以,持续专业培训对董秘可谓非常重要,保持他们的知识和能力时刻为最佳状态。”

“举例说,在处理股东关係和回应媒体查询时,特别是在重大并购活动进行中,董秘须了解公司立场以致整个行业格局,特别是披露要求,有什麽可以披露,有什麽不可以,有什麽是内幕消息。身为董秘,须有一套危机处理方案,做好两手準备,故必须不断更新法规知识。”

肖先生认为,为公会联席成员而设的CPD活动,特别适合尚未取得特许秘书资格的董秘或行政人员。“联席成员仍可透过公会安排的培训和交流活动,丰富知识,从监管机构、法律和其他专业团体分享,了解到最新的监管环境。这些活动也促进了A+H股公司董秘之间的交流联谊。”

金山软件有限公司董秘-吕虹燏 ACIS ACS

吕女士在香港上市公司拥有逾10年的工作经验,於2012年取得公会会员资格。她曾修读法律相关的研究生课程,为实现成为特许秘书的理想,她报考了IQS,并於公司治理和公司财务管理等科目中,考获优异成绩。

“应考IQS,直接巩固了我的专业知识,在温习过程中,我更能掌握到複杂的上市规则,以及上市後的法规要求。我觉得,与其他会员交流对我的工作特别有帮助,可以从他们的经验和分享中学习。“她还表示,公会提供的应考纲要和参考读物,十分具参考价值,结合理论和实践,让她能学以致用。

吕女士认为,公会在内地的统筹工作已做得不错。她积极参与跟其他专业团体的交流活动和会议,以及参观监管机构和企业的活动。“可以想像,公会背後做了很多联系和协调工作,例如邀请专家代表、场地安排和行程规划等。我还记得,几年前我曾到新交所参观,印象还很深刻,我希望公会能继续举办类似的活动。”

她进一步指出,公会可考虑就特定行业,如金融或高科技行业,量身定制一些交流活动。“像我们的行业,节奏非常快,决策过程很短,併购活动频繁。如果科技板块公司的董秘可定期聚会交流,我想对大家都有很大益处。”

她认为,近年内地商界对受过专业训练的董秘之认受性已有所提升。董秘是上市公司高管人员之一,是上市企业与监管机构之间的沟通桥樑,往往是在重要问题上的发言人。“这个角色横跨不同範畴,互动性和机动性都很强,而且董秘的专业更直接影响公司形象。故此,站於公司利益层面,有需要聘用具专业资格的董秘。”她说。

对於企业是否愿意投放资源培训员工,助他们在任职期间,考取国际专业资格,很视乎企业文化。“行业竞争大,某些公司的流失率可能较高,僱主可能在外直接聘请有经验和资格的董秘。当然,也有不少企业,愿意投放资源培训员工考取专业资格。”

无论在外聘请还是内部培训董秘,各有好处。“内部培训和晋升的董秘,对董事会的管理风格有更好了解,能让内部沟通更有效。另一方面,从外聘请有经验和具备专业资格的董秘,可能更熟悉法规和合规要求,大大减低违规处罚风险和成本。”

深圳市桑达实业股份有限公司董秘-钟彦 ACIS ACS

钟女士在通过IQS後,於2012年正式取得公会会员资格。本刊访问她时,她正直产後休假,照顾第2名刚出生的孩子。

“在报考IQS时,我刚好怀上了第1个宝宝。在香港参加考试时,孩子刚刚3个月大,跟我一起到香港。怀孕期间,上班工作本身不容易,还要安排额外时间温习考试内容,比较辛苦。”她回忆说。“所以,家人的全力支持是我考试成功的关键。”

除了家人支持,她还特别鸣谢她当时的上司(时任董秘)的鼓励。“他告诉我,如果我真的想走董秘事业之路,获取特许秘书资格,对我的事业有很大帮助。”

在大学本科期间,钟女士修读商务英语和新闻学。由此作为起点,要成为专业董秘,付出的努力也要比人多。“我在法律会计等专业没受正式训练,故须修读额外课程。此外,我还报读了香港公开大学的预备课程,为应付IQS作好充分準备。不过,与其他内地董秘比较,或许因为曾主修英语吧,读写能力较佳,有助我以英文应考。”

她指出,特许秘书资格为国际认可,除持续培训和学习的机会外,也是个人诚信的保證,给予僱主充足信心能胜任董秘一职。她认为,公会内地会员,也就是公会於内地的代表,对提升公会在内地的专业形象和认受性发挥重要作用。

“我们作为香港特许秘书公会的内地代表,我们的专业形象和个人诚信等都很重要,直接影响特许秘书在内地商界的专业形象。与此同时,我们也得依靠公会,多举办与监管机构和其他专业机构的交流活动。”

Jimmy Chow, Journalist, and Kieran Colvert, Editor, CSj

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