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Kenneth Jiang FCIS FCS(PE), Chief Representative of the Institute’s Beijing Representative Office, gives an update on the work of the Institute in the Mainland in fiscal 2020.

Fiscal 2020 has been an extraordinary year for The Hong Kong Institute of Chartered Secretaries (the Institute). Against a backdrop of political and economical turmoil, as well as the COVID-19 global pandemic, the Institute has maintained its commitment to its core mission of promoting quality corporate governance in listed companies in Hong Kong and the Mainland. 

Reviewing the past

As the country celebrates the 70th anniversary of the establishment of the People’s Republic of China, the Institute is also celebrating 70 years of the presence of Chartered Secretaries in Hong Kong, as well as 25 years of the Institute as an independent local professional body. In December 2019, the Institute held a 70+25 double anniversary celebration in Beijing, friends gathered together for a review of the past, and joined hands to create a new era of the profession.

In the beginning of 2020, before Lunar New Year, COVID-19 broke out in Wuhan. As an awarded Hong Kong organisation for its charity work, the Institute responded quickly and mobilised its wholly owned subsidiary, HKICS Consulting (Beijing) Ltd, to donate to the frontline medical staff of Wuhan through Red Cross Society of China. The Institute fulfilled its social responsibility as a professional organisation and expressed its determination to do its part to win the battle against the pandemic. The Institute also provided services to its members, students and Affiliated Persons (APs) via online and offline modes to minimise the impact of the pandemic.

Steady membership growth

The Institute’s AP programme continues to enjoy broad-based support among listed companies in and outside 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 corporate governance practitioners, have joined the Institute. As of 31 August 2020, there were 177 APs – they are from 74 H share companies, 34 red chip companies, 45 A+H share companies, and 13 A share and to-be-listed companies, as well as 11 non-listed companies.

In Hong Hong and the Mainland, more responsibilities have been placed on directors and board secretaries. The expectations regarding the professional standards of directors, supervisors and related corporate governance personnel have also increased. In order to meet this trend, the Institute’s Council has decided to expand the scope of recruitment of APs starting from 1 July 2020. These corporate governance related personnel can now join the Institute as APs. The Institute has tailor-made professional courses to enhance their professional skills, and serves as a platform to expand their professional contacts; to speak up for them and safeguard their rights and interests.

Responding to the latest international developments in corporate governance, and to reflect changes in the scope of work and governance role of its members, the Institute began to award the new Chartered Governance Professional (CGP) qualification to qualified members starting in September 2018. The new qualification is awarded alongside the existing Chartered Secretary (CS) qualification.

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 reform, 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. The Institute’s membership base in the Mainland has increased steadily. As of 31 August 2020, the number of registered students and members in the Mainland amounted to 295 and 108, respectively.

To satisfy the great demand for quality governance professionals in the Mainland, and to help more professionals obtain the CS/CGP dual designation, The Open University of Hong Kong (OUHK) started to offer a Postgraduate Programme in Corporate Governance (PGPCG) in Shanghai in 2016, and offered another PGPCG in Shenzhen in 2019. A total of 44 PGPCG graduates have successfully applied and become members of the Institute.

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 OUHK. Upon successful completion of the residential school held at OUHK in Hong Kong, students will be entitled to a Master of Corporate Governance degree, and they may apply 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 The Chartered Governance Institute.

Breakthroughs in professional development

Since the launch of the Institute’s AP programme, 53 Enhanced Continuing Professional Development (ECPD) seminars have been held, attracting more than 7,000 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 aim is 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.

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. The second thematic training for directors was held in Suzhou in September 2020, under the theme Director Responsibilities, Core Duties and Governance Practices. The Institute will continue to actively plan lectures on board dynamics training. This training aims to promote and develop the professional qualifications of Chartered Governance Professionals, cultivate outstanding corporate governance talents as chief governance officers, and meet the evolving requirements of international corporate governance.

Physical attendance at the Institute’s seminars was not possible in the first half of 2020 due to COVID-19. In order to meet the urgent information needs of members, APs, directors, board secretaries and other senior managers, and to update their knowledge on laws and regulations, as well as to provide practical operation plans, the Institute held its first free webinar on 26 April 2020 in the Mainland. The webinar – titled Amendment of H Share Companies’ Articles of Associations and Practical Focus of Information Disclosure under the COVID-19 Epidemic Situation– discussed practical steps to overcome difficulties in revising the company constitutional documents and necessary clauses, as well as solutions on accounting and information disclosure under the pandemic. More than 200 people attended the webinar online. The success of these events has enabled the Institute to accumulate experience and has laid a good foundation for the Institute to explore this new mode of holding webinars in the Mainland in the future.

In addition, 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. Two RBSP meetings/roundtable sessions were held on 9 and 10 January this year in Beijing and Shanghai respectively, featuring thorough discussions on changes in laws and regulations of notification periods of Mainland and Hong Kong general meetings. The events attracted over 80 board/company secretaries, senior managers, regulatory representatives, professional representatives, Institute members, APs, as well as students from Beijing and Shanghai. RBSP meetings in Shenzhen, Guangzhou and the Southwest were cancelled because of the pandemic.

Strengthening research support

Pulling together the intelligence and experience of seasoned board secretaries and other professionals, the Mainland China Technical Consultation Panel (MCTCP) 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.

Since the Institute’s Vice-President, Dr Gao Wei FCIS FCS(PE), who is also Chairman of the Institute’s MCTCP, has already updated readers on the Institute’s advocacy and research work in the Mainland in the preceding cover story, I will not go into detail about these developments here. I would like to highlight the importance, though, of the creation of two new institutions under MCTCP – the Board Secretary Panel and the Directors Panel. The main purpose of the Directors Panel is to build a training and experience exchange platform for APs who are directors and to be a voice for their professional interests.

The ‘governance duo’, namely board secretaries and company directors, are top talents in corporate governance and have long been interdependent advocates of good governance practices in companies. This is one of the reasons that individuals can often switch easily between the two roles. In the future, the Institute hopes these two new institutions under the MCTCP will bring together a wider range of board secretaries and company directors from both Hong Kong and the Mainland to jointly promote the corporate governance profession in the Mainland.

Collaboration on all fronts

Starting in 2011, the Institute has entered into Memoranda of Understanding with the stock exchanges in Shanghai and Shenzhen, the China Association for Public Companies and the Insurance Association of China (IAC), and has maintained close cooperation since then. 10 joint training sessions have been coorganised with the Shanghai Stock Exchange for board secretaries of A+H companies. The training programme this year was held online due to the pandemic from 5–7 August. The Institute has also coorganised six training programmes on corporate governance practices with IAC for governance professionals, such as board secretaries of insurance companies in the Mainland. This year’s joint training programme with IAC was postponed due to the pandemic and will be held in Kunming in December.

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 has built a similar cooperative relationship with Shenzhen’s Nanshan Association for Public Companies in 2019 and the Suzhou Industrial Park Management Committee in 2020. We have our eyes on the Greater Bay Area and are actively exploring the provision of assistance to high-tech companies and new economy 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, cultivating corporate governance talents to facilitate the listing of Mainland high-tech companies and new economy enterprises in Hong Kong. In 2020, we will continue to maintain close contact with these institutions, and explore potential collaboration with relevant government departments and institutions in Zhejiang and Sichuan. The Institute will continue to play to the advantages of a professional institution, and provide support for the development and expansion of Mainland enterprises under the pandemic and the Sino-US trade war.

Looking ahead

Looking ahead, we are presented with both new challenges and opportunities. The implementation of the Mainland’s new Securities Law, the COVID-19 pandemic, complex developments in international politics and new technologies have all created new challenges in corporate governance. Governance work has become increasingly complex, and increasingly important, making the role of corporate governance professionals even more critical. We will continue to participate actively in the development of the Mainland’s capital markets, expand the scope and content of our professional services, and also explore new ways to deliver our CPD training both online and offline. We will provide more professional and high-quality services and support to governance professionals, including our Mainland members, APs, students and board secretaries. As a leader in corporate governance, we will live up to our mission and continue to lead the improvement of corporate governance practices in Hong Kong and the Mainland. We will work together to overcome hard times, improve the level of governance and contribute to the cultivation of more outstanding corporate governance professionals.

Kenneth Jiang FCIS FCS(PE)

Chief Representative, Beijing Representative Office of The Hong Kong Institute of Chartered Secretaries

 

共克时艰

香港特許秘書公會北京代表處首席代表姜國樑FCIS FCS(PE)簡述公會2020財年在內地工作的最新情況。

2019/2020财政年度对于香港特许秘书公会(公会)来说是极不平凡的一年。在国际政经局势动荡加剧,全球新冠疫情爆发的情况下,公会始终牢记专业使命,为持续提升两地良好公司治理的理念与实践不懈努力。

温故而知新、致知而力行

在举国庆祝祖国70周年华诞的盛大时刻,恰逢特许秘书在香港70周年。 2019年12月,公会在北京举办了70+25双周年盛大庆典(即特许秘书在香港70周年,以及公会成为本地独立专业团体25周年),各界朋友欢聚一堂,一起总结过往,展望未来,共谋开创专业发展的新时代。

2020年初始,春节之前,新冠疫情爆发,疫情状况牵动着每一个中国人的心。公会作为获颁香港爱心组织的专业机构迅速做出反应,决定让其全资子公司思治企业咨询(北京)有限公司通过中国红十字基金会向在武汉抗疫的一线医务人员项目进行捐赠,义不容辞承担起专业机构的社会责任,表达众志成城打赢疫情防控阻击战的坚强决心。与此同时,公会也通过线上与线下结合的方式为会员、学员及联席成员提供便捷服务,努力将疫情的影响减到最低。

会员数量稳步增长

公会的联席成员计划继续获得广大境内外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2020年8月31日,公会拥有在册联席成员177人,分别来自74家H股公司、34家红筹股公司、45家A+H股公司、13家A股与拟上市公司及11家非上市公司。

为了满足在内地和香港强化董事和董事会秘书责任形势下,董事、监事及相关公司治理人士专业提升的需求,公会理事会讨论决定自2020年7月1日起扩大联席成员招收范围,将该等公司治理人士纳入联席成员招收对象,为他们量身定制专业课程,提升专业水平;搭建交流平台,拓展职业人脉;代表市场发声,维护业界权益。

为迎合国际公司治理的最新发展,以及反映会员执业范围和担当治理角色的变化,除现有的特许秘书(CS)资格外,公会已于2018年9月开始向合资格的会员颁授新的Chartered Governance Professional (CGP)专业资格。

近年来,得益于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,公会专业资格获得来越来越多上市公司的追捧及两地监管机构的认可,内地学员人数及会员人数持续稳步增长,截至2020年8月31日,公会拥有内地注册学员295人,内地会员108人。

为了满足内地对高素质公司治理人才的紧迫需求,协助更多有志内地人士取得CS和CGP资格者,香港公开大学于2016年在上海开设了企业管治研修课程,并于2019年在深圳也开设了此课程。目前已有两期共44名学员完成课程并成功申请成为公会会员。

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CS/CGP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(CGI)的CS及CGP双重资格。

专业发展取得新突破

自实施联席成员计划以来,公会目前共举办联席成员强化持续专业发展讲座53期,参训人数逾7000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。

继公会于2019年5月在西双版纳成功举办了首期主题为“董事会治理及董事履职实操”的董事专题培训后,公会于2020年9月在苏州举办了第二期主题为“董事责任、核心职责及治理实操”的董事专题培训。公会将继续积极筹划“董事会动态治理(Boardroom Dynamics)模块式系列化讲座”之公司治理师核心课程,以推广及发展CGP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。

受新冠疫情的影响,公会在2020年上半年没有举办现场讲座。为了满足公会会员、联席成员及董事与董秘等高级管理人及时更新法规知识和提供实务操作方案的迫切需要,公会于2020年4月26日在内地举办了首期免费网络讲座,讲座的主题为“H股公司章程修订与新冠疫情下的信息披露实务要点”,旨在研讨公司章程及必备条款修订实务难点,探讨新冠疫情下会计处理与信息披露解决方案,共同守住境内外合规防线。逾200人在线参与了此次讲座。讲座的成功举办为今后公会在内地探索举办网络讲座的新模式积累了经验,打下了良好的基础。

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)五个地区董秘小组开展相关热点问题的研讨与交流。公会于2020年1月9日、10日分别在北京和上海两地举办了2020年地区董秘圆桌会议,就有关内地和香港股东大会通知期限适用法规变更的议题进行广泛的讨论。逾80名来自北京、上海的董秘/公司秘书、高管和监管机构代表、专业机构代表及公会会员、联席成员和学员出席会议。由于新冠疫情原因,深圳、广州及西南地区的董秘圆桌会议取消。

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(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,并为监管机构的政策与法规制定提供参考。

因香港特许秘书公会副会长、同时也是小组主席的高伟博士FCIS FCS(PE)已经在前一个封面故事中向读者介绍了小组在内地的研究工作,我不会在这里详细叙述这些发展。不过,我想强调在小组下设立两个新机构——董事会秘书专业委员会和董事学会——的重要性。董事学会主要目的是为董事身份的联席成员搭建培训与经验交流平台,并代表其反映执业诉求,维护其合法权益,为其执业保驾护航。

由于董事会秘书与董事长期形成的治理职责相互依存关系,戏称“治理双簧”,其职业角色很容易转换,同属公司治理师或首席治理官这类高端治理人才。未来,公会希望董事会秘书专业委员会和董事学会这两个平台可以聚集更广范围的两地董事会秘书及董事等治理人士,形成治理专业发展的两轮驱动,共同推动公司治理专业在内地的建立和普及。

与各方合作开创新局面

自2011年起,公会先后与上海证券交易所(上交所)、深圳证券交易所、中国上市公司协会及中国保险行业协会(中保协)签署合作备忘录后,期间一直保持着紧密的合作关系。公会已经与上交所合作举办了10期“A+H股董秘后续培训”。公会与中保协合作针对内地保险公司董秘等公司治理执业人士举办了6期公司治理实务培训,2020年的合作培训由于新冠疫情原因也做了相应的调整,将于12月在昆明举办。

公会于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,又分别于2019年和2020年与深圳南山区上市公司协会及苏州工业园区管理委员会建立了合作关系,旨在布局大湾区,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。

公会将与有关各方合作适时举办香港上市辅导培训和公司治理培训课程,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。 2020年,公会继续积极与这些合作单位保持紧密联系,并探索建立与浙江和四川省有关政府部门与机构的合作关系,充分发挥专业机构的优势,在新冠疫情与中美贸易摩擦双重考验下,为内地企业的发展和走出去提供专业保障。

未来展望

未来公会内地专业发展挑战与机遇并存:新证券法的实施、全球疫情状况、错综复杂的国际形势变化以及新技术的发展等因素引发了诸多公司治理典型案例,提出了新的治理课题,公司治理变得日益复杂,其重要性提升到前所未有的高度,可以预见公司治理专业人士将扮演更重要角色。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,探索现场讲座和网上讲座的改革与创新。为内地会员、联席成员、学员及董秘等治理专业人士提供更加专业优质的服务与支持。公会作为治理方面的思想引领者,将不负使命,持续引领两地公司治理理念与实践的提升,凝心聚力,共克时艰,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。

姜国梁FCIS FCS(PE)
香港特许秘书公会北京代表处首席代表

 

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