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Four board secretaries share their work experience in diverse areas such as cross-border compliance, capital market operations, information disclosure and communication with foreign institutional investors, as well as their views on the changing perceptions of board secretaries in the Mainland.

Sui Li, Board Secretary, Guangzhou Automobile Group Co Ltd

Guangzhou Automobile Group Co Ltd (GAC Group) is listed on the Shanghai Stock Exchange (Stock Code: 601238) and the Hong Kong Stock Exchange (Hong Kong Stock Code: 2238). It is mainly engaged in the design and manufacture of vehicles and parts, automobile sales and logistics, automobile finance, insurance and other related services. Among all large, state-controlled automobile groups in the Mainland, GAC Group was the first company to achieve dual A+H share listings. In addition to her role as Board Secretary of GAC Group, Ms Sui is also the head of the group’s financial business division and chairman of GAC Capital (GAC Capital) Co Ltd, a subsidiary of GAC Group.

Differences in the laws, legal systems and investor composition in Hong Kong and the Mainland have led to differences in the roles of the board and company secretaries, says Ms Sui. Working for an A+H listed company, she needs to switch between these roles, and take into account the differences in rules and markets in Hong Kong and the Mainland from time to time. Listed companies need to coordinate and take into account the differences in rules and markets between the two places, and find a balance that meets the needs and interests of all parties. She says for example, H share investors tend to be specialised, institutionalised and have recognisable investment strategies, so she carries out targeted communication with shareholders and potential institutional investors in Hong Kong and overseas at the company’s results roadshows, presenting data on its business operations and financial conditions, helping investors learn about the company’s long-term investment value.

‘The main responsibilities of a company secretary in Hong Kong are looking after corporate governance and regulatory compliance, while the work of a board secretary in the Mainland can have a much wider scope. Overseeing a company’s compliance work is only one aspect of the work of board secretaries – they also shoulder extremely challenging tasks such as internal and external communication, investor relations, media communications, capital market operations, share price management and senior management oversight,’ she says.

She adds, for example, that many board secretaries in the Mainland are also responsible for capital market operations. Ms Sui also serves as the chairman of GAC Capital and seeks to help modernise the auto industry. Part of her responsibility is to oversee the sourcing of high-quality resources upstream and downstream in the supply chain, and to work on mergers and acquisitions to support the development of the group’s main business. All these tasks require a responsible, pioneering and innovative mindset.

During the COVID-19 pandemic, the corporate governance, information disclosure, investor relations, capital markets operations and other tasks of the board secretary have been carried out as usual. However, the pandemic has led to travel restrictions in many places, affecting the movement of people across borders. Ms Sui suggests that companies adopt both online and offline communication strategies, and carry out daily communication with investors through emails, telephone and video calls and web conferences. ‘At the same time, you need to factor in additional staff resources when you are setting up a work team. In addition to the main team members, there should be backup members. Overseas staffing of your professional teams is also important and should be taken into consideration,’ she says.

Looking ahead, due to the effects of the pandemic, competition in the auto industry is more intense, with many mergers and reorganisations of small and medium-sized enterprises. Ms Sui said practitioners need to strengthen communication with investors and industry peers in their work, and look for more investment opportunities in the industry that are conducive to the company’s development.

With the opening of the Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Connects, together with the inclusion of A share companies in indexes such as MSCI and S&P Dow Jones, the Mainland’s securities market, as well as its governance practices, are gradually integrating into the international market. ‘Due to differences in politics, economy, law and culture, there are inevitably differences in regulatory systems and concepts at home and abroad. As board secretaries of companies with multiple listings, we should fully understand the local politics, laws and culture of our listing jurisdictions. Only by actively adapting to new situations, and adjusting one’s role from time to time, can we ensure compliance,’ she says.

Xie Jilong, Board Secretary, CRRC Corporation Ltd

CRRC Corporation Ltd is engaged in the research, development and manufacturing of rail transit equipment. It is a large state-owned enterprise listed on the Hong Kong Stock Exchange (Hong Kong Stock Code: 1766) and Shanghai Stock Exchange (Stock Code: 601766). Xie Jilong FCIS FCS is the board secretary of CRRC Corporation Ltd.

‘The core value of corporate governance is to properly handle the sometimes conflicting interests of shareholders and managers, which arise from the separation of ownership and management,’ Mr Xie says. He believes that the board secretary of an A+H share company should be able to confidently keep close contact with regulatory bodies in Hong Kong and the Mainland and also have active communication with them. When major problems occur, all parties should take action once a preliminary agreement has been reached.

‘First of all, it is necessary to work out with lawyers a solution suitable to the company, and then communicate with regulators in Hong Kong and the Mainland to see if they agree with the company’s view. Secondly, regulators in both Hong Kong and the Mainland tend to share similar regulatory opinions. The company should bear in mind that both regulatory bodies communicate with each other on major issues relating to listed companies. Before the company talks with regulators, it should identify which body has a greater business impact on the company, or keeps a closer eye on the company, and then communicate with that regulator as a priority. In this way, the chances of being approved by both regulators will be largely improved,’ Mr Xie says.

He also shares that the pandemic has presented challenges to the company’s output and operations – preventing the spread of the pandemic and the resumption of production have become top priorities. Against that backdrop, the most important work of the board secretary is still, however, to ensure that the company’s operation as an A+H listed company complies with the regulatory rules in Shanghai and Hong Kong.

Recently, as a result of the pandemic, the capital market has been more volatile, affecting the company’s stock price. During this period, the board secretary’s role in market value management has become more important than ever. ‘As part of the company’s executive, and as the bridge between the company and the capital market, I provide advice on the company’s operations and ensure that the company’s operations are in compliance with relevant laws and regulations. I also work on information disclosure and investor communications,’ Mr Xie says.

He believes that it is very important for listed companies in the Mainland to hire a professional and competent board secretary. After the promulgation and implementation of the Mainland’s new Securities Law and its new registration system, the importance of information disclosure and compliance management has increased significantly. ‘As the link between the company and the capital market, the board secretary must not only master relevant laws and regulatory knowledge such as the Company Law, Securities Law and Listing Rules, but must also be familiar with the company’s articles of association and information disclosure rules, as well as those relating to financial accounting and company management. Only in this way can the board secretary ensure compliance with relevant laws and regulations,’ Mr Xie says.

In addition, being in a complex web of relationships between regulators, shareholders, board of directors and senior management, board secretaries should not only uphold legal and regulatory principles, but also find a balance in the complex relationship. ‘The board secretary is the fulcrum that holds various relationships in balance,’ he says.

Mr Xie has been very supportive of the work of the Institute for some time. ‘In recent years, the Institute and the Shanghai Stock Exchange have organised a number of training sessions for A+H listed companies. The Institute has also provided professional materials, such as guidelines on the practices of inside information disclosures of A+H companies, which has improved the governance expertise of members,’ he says.

As domestic and foreign capital markets continue to evolve, Mr Xie believes that the demand for board secretaries will continue to increase. ‘I expect that the board secretary will become more professionalised in the future; there is a lot of space for future development,’ he says.

Zhu Xu, Board Secretary, China Vanke Co Ltd

China Vanke Co Ltd (Vanke) is listed on the Shenzhen Stock Exchange (Stock Code: 000002) and the Hong Kong Stock Exchange (Hong Kong Stock Code: 2202). It is one of the largest real estate developers in the Mainland. Its business includes residential development, property management, commercial real estate, logistics, tourism and education.

The responsibilities of a board secretary, says Zhu Xu ACIS ACS, who is both the Board Secretary and a Partner of Vanke, focus on the company’s governance and compliance work, including information disclosure, board governance, internal risk control, shareholder and investor communications. However, since each company is unique, it is necessary to establish a system in order to promote the efficient flow of information, optimise decision-making processes at all levels and ensure that company decision-makers have all of the information they need.

‘Vanke’s shareholders are diverse, so as the board secretary, I must communicate with the directors on plans in advance,’ she says. For companies listed in Hong Kong and the Mainland, cross-border compliance is also complicated and needs to be carried out carefully. A team familiar with regulations in the two places is very valuable to the company. The board secretary also plays an important role in investor relations, assisting the board of directors in answering difficult questions raised by investors. ‘Vanke’s investors come from different countries. The board secretary needs to be proficient in Chinese and English, and understand the mindsets of different investors,’ she says.

Finding easier access to capital, which is the lifeblood of the company, also tests the skills of the board secretary. Ms Zhu emphasises that the board secretary needs to have a wide range of knowledge and skills. In particular, board secretaries should have strong knowledge in fields such as finance, accounting, law and human resources – especially when the company is preparing to go public. ‘In the early stage of listing, the board secretary needs to make preliminary preparations within the company and communicate with the regulatory authorities,’ she says.

She also shares that the COVID-19 pandemic has presented many challenges for the company’s operations. ‘We insist on regularly publishing reports, using co-editing software to improve our work efficiency, and switching our regular communications with investors to live video broadcasts with Chinese and English subtitles,’ she says.

She points out that the challenge board secretaries will face in the future is how to make investors better understand the company’s strategy and long-term goals. ‘The board secretary needs to organise more activities for listed companies designed to ensure that investors see the company’s business and services with their own eyes, so they can truly understand how the company operates,’ Ms Zhu says.

Dr Jin Xiaobin, former Board Secretary, Haitong Securities Co Ltd

Haitong Securities Co Ltd is listed on the Shanghai Stock Exchange (Stock Code: 600837) and the Hong Kong Stock Exchange (Hong Kong Stock Code: 6837). It is one of the first securities companies established in the Mainland that engages in proprietary trading of securities, as well as the opening, verification, selling and investment consulting of securities accounts. Since joining the company in 1998, Dr Jin Xiaobin FCIS FCS has held various positions in the company and its subsidiaries.

Dr Jin summarises his duties as a board secretary. He says, in addition to the responsibilities stipulated by the company’s articles of association and regulatory bodies, the board secretary should perform five major duties – acting as the official spokesperson of the company, contact person of the regulatory department, coordinator between shareholders and company management, participant of the company’s capital operation and executor of the company’s compliance work. Board secretaries, he points out, play a pivotal role in maintaining the company’s brand image, innovation and value.

Dr Jin says, as the board secretary of a company listed in Hong Kong and the Mainland, he has to make sure the company complies with various regulations of Hong Kong and Mainland regulatory bodies, such as investor relations, internal risk management and environmental, social and governance (ESG) requirements. Good governance requires board secretaries to treat investors in both places equally, ensure the consistency of information disclosure and respond to questions raised by different investors.

For example, the differences in the composition of investors in Hong Kong and the Mainland may lead to different market reactions. Hong Kong investors are mainly professional institutional investors, while investors from the Mainland are mainly independent investors. ‘Independent investors and institutional investors may have different information needs. For example, when a hedge fund discovers that a company is encountering emergencies, it may start hedging, so what we need to do is to filter out false information in the market as soon as possible to reduce losses,’ he says.

Dr Jin confirms that the current pandemic has created challenges for the work of board secretaries. Industry revenue and profits fluctuate greatly and the market is unstable. Thus, communication with investors has become especially important. ‘The board secretary can communicate with investors online to deliver positive energy and strengthen investor confidence. When the company’s stock price fluctuates, the board secretary can assist the company to increase its holdings or repurchase stocks, or launch an equity incentive plan,’ he says.

Dr Jin believes that the future development of board secretary practice in the Mainland will follow a trend similar to that of Hong Kong. ‘In the future, board secretaries may gain the sense of belonging to a profession like lawyers and accountants, rather than just having allegiance to and serving a single company,’ he says. He also points out that the Institute has played an indispensable role in developing board secretary practice – promoting better awareness of the regulatory regime relevant to listed companies in the Mainland, improving board secretaries’ ability to perform their professional duties, and making listed companies pay more attention to information disclosure and maintaining the company’s brand image.

‘As a board secretary, the most important thing is to be honest and trustworthy. Do not tell lies and do not make false accounts. In terms of professional ability, you need to be familiar with the company’s business, costs and income areas, in order to communicate with investors and create value,’ Dr Jin says.

Hsiuwen Liu

Journalist

董事会秘书的新标识–连结公司治理与资本运作

四位董事会秘书就跨境合规、资本运作、信息披露、与境外机构投资者沟通,以及内地对董事会秘书的看法分享了他们的观点。

眭立,广汽集团董事会秘书

广州汽车集团股份有限公司(广汽集团)在上海证券交易所(股票代码:601238)和香港交易所上市(香港股票代码:2238),主要经营汽车整车及零部件设计与制造,汽车销售与物流,汽车金融、保险及相关服务。在中国大型国有控股汽车集团中,广汽集团是首家实现A+H股整体上市的公司。除了担任广汽集团董事会秘书(董秘)外,眭立女士也兼任集团金融业务本部部长,以及广汽集团全资子公司广汽资本有限公司董事长。

两地法律体系、投资观念及投资者偏好的差异,令董秘和公司秘书的工作职责也会增多一份挑战,眭女士说。由于广汽集团是A+H上市公司,她需要时常变换角色,协调兼顾两地规则和市场的差异,找到一个符合各方需求和利益的平衡点。她举例,H股全流通投资者偏专业化、数据模型化,价值投资风格显著,公司在业绩发布时会针对性开展香港及海外地区股东及潜在机构投资者的沟通活动,强化公司战略、经营业务、财务状况等数据的量化,让投资者从具体数据中了解公司长期投资价值。

“另外,香港公司秘书的主要职责是企业管治、监管合规和投资者关系等方面,内地董秘的工作则需有更强的主观能动性和沟通协调能力,确保公司合规规范运作仅仅是董秘其中一方面的工作,内地董秘还肩负着内外部沟通、同行沟通、媒体管理、资本运作、市值管理、高管考核、股权激励等极具挑战性的工作。 ”她说。

她举例,内地的董秘很多都兼任着产业资本运作相关的职责。眭女士兼任广汽资本的董事长,工作需聚焦汽车产业“新四化”方向,深入挖掘汽车产业链上下游的优质资源和前沿技术进行财务或战略等多性质的投资、并购,赋能集团主业发展。这些工作都要求董秘有专业担当、开拓、创新的能力和精神。

疫情之下,董秘的工作方向没有改变,公司治理、信息披露、投资者关系管理、资本运作等各项工作也是正常地开展,但疫情导致很多地方采取了交通管控或隔离措施,影响人员的到位,尤其是跨境人员流动。眭女士建议公司“线上”配合“线下”,如通过邮件、电话、视频、网络会议等方式与投资者展开日常沟通。 “同时,在选用工作团队时要留有余量,除了主要团队成员,还要有备用成员;此外专业团队在海外的人员配备也是一个重要的考量。 ”

放眼未来,由于汽车行业受到疫情影响较大,汽车产业将加快优胜劣汰和中小企业兼并重组,眭立女士预计将在工作中加强与投资者和同行业的沟通,寻找更多有利于公司发展的产业链上下游投资机会。

此外,由于内地资本市场国际化程度提升,随着沪港通和深港通的开通以及A股公司纳入MSCI、标普道琼斯等指数,中国内地证券市场正逐步融入国际市场,监管上也进一步与国际接轨。 “由于政治、经济、法律、人文等方面的差别,境内外的监管制度和理念不可避免地存在着一定的差异,作为多地上市公司的董秘应充分了解上市当地的政治、法律、人文等情况,主动适应,时常转换角色,调整自己,才能在应对监管时游刃有余。”

谢纪龙,中国中车董事会秘书

中国中车股份有限公司(中国中车)从事铁路机车、铁路车辆、动车组、地铁及其零部件的研发、制造,是一间大型中央企业,并于香港交易所(香港股票代码:1766)和上海证券交易所(股票代码:601766)上市。谢纪龙FCIS FCS是中国中车董事会秘书。

“公司治理的核心是在所有权和经营权分离的条件下,处理好所有者和经营者的利益不一致而产生的委托与代理关系。”谢先生认为,A+H股公司董秘,应当能自信地与香港和内地监管机构紧密
接洽,要积极主动的与监管机构沟通,遇到重大问题,初步达成一致意见后再组织实施。

“首先,要与律师研究出一个有利于公司的口径后,再与监管机构沟通,争取其认可公司的判断。其次,目前两地监管机构的监管判断趋同,对于上市公司的重大事项,两地监管机构也会相互沟通,因此公司在与两地监管机构沟通前,要有一个判断,优先沟通业务影响或关注较大的一方,这样被认可的机会会大大提高。”

他也分享,新冠疫情给公司的生产经营带来一定的压力和挑战,做好疫情防控与复工复产成为公司的重中之重。在这个背景下,董秘的工作核心还是确保公司作为A+H上市公司运作符合沪港两地的监管规则。

但是,不可否认的是,随着资本市场在疫情之下出现了大幅波动,公司股价也受到一定影响,这段时间对于市值管理工作也有所侧重。他表示:“作为公司高管和公司与资本市场的连接纽带,在为公司经营出谋划策的同时,也积极努力确保了公司依法合规运作,认真做好信息披露和投资者沟通工作。”

谢先生认为,对于中国上市公司来说,聘任一位专业和合规的董秘非常重要。尤其是内地新证券法颁布实施和推行注册制后,信息披露和合规运作的重要性显著提升。 “董秘作为公司与资本市场的纽带,不仅要掌握公司法、证券法、股票上市规则等有关法律法规及规范性文件,还要熟悉公司章程、信息披露规则,掌握财务会计和公司经营管理方面的相关知识。只有这样才能守住依法合规的底线。”

另外,董秘处于监管机构、股东、董事会和经营管理层等一系列关系之中,应坚持原则、守护法规。他不仅需要法律法规的支持,也需要在错综复杂的关系中寻找平衡点。 “董秘就是连接各种关系桥梁的支点。”

长久以来,谢先生一直十分支持公会的工作。他说:“近年来公会联合上交所举办多场A+H上市公司的培训,弥补了沪港两地规则各自解读的问题。公会还编写了A+H股公司内幕信息披露实务指引等专业资料,有效提升了董秘的专业知识和企业的治理水平。”

随着境内外资本市场的发展,他认为,对于董秘的要求将不断提高。 “我预计未来董秘必将发展成为一支专业队伍,未来发展空间广阔。”

朱旭,万科企业董事会秘书

万科企业股份有限公司在深圳证券交易所(股票代码:000002)和香港交易所(香港股票代码:2202)上市,是中国规模最大的地产发展商之一,业务包括住宅开发、物业管理、商业地产、物流仓储、旅游度假、教育产业等。

朱旭女士ACIS ACS是万科企业股份有限公司董事会秘书、现任集团合伙人。她分享,董秘的职责在于公司的治理和合规工作,如信息披露、董事会治理、内部风险控制、股东和投资者联系等,但由于每家公司都是独一无二的,因此,建立一套能促进信息高效流通从而优化各级决策流程的企业治理体系,确保公司决策人员取得所需信息非常重要。

“万科的股东非常分散,所以作为董秘,要提前与董事做好议案上的沟通。”她说,对两地上市公司而言,跨境合规非常复杂,需要小心地进行,于是拥有一个非常熟悉两地规则的团队对公司非常重要。董秘也扮演着重要的投资者关系角色,协助董事会回答投资者提出的难以解答的问题。 “万科的投资者来源非常复杂,来自不同国家,董秘需要熟练中英双语,了解不同投资者的思维方式。”

如何找到更便捷的投资渠道,为公司输送更多的血液,也很考验董秘的技巧。朱女士强调,董秘需要具有广泛的知识和技能,尤其在财务、会计、法律管理和人力资源等各领域具备很强的执行力,特别是当公司准备上市或分拆上市时。她说:“分拆上市的前期,董秘需在公司内部做好前期准备,同时与监管机构进行沟通。”

她也分享,受新冠疫情影响,公司运作效率受到挑战。 “我们坚持定期发布年报,用共享软件提升效率,也将与投资者的沟通改为全球视频直播,配上中英双语字幕。”

她指出,未来董秘所面对的挑战,是如何让投资者更能够理解公司的战略与长期布局。 “董秘需要多组织上市公司活动,让投资者亲眼看见公司业务与提供的服务,这样他们才能真正理解公司的运作方式。”

金晓斌博士,原海通证券董事会秘书

海通证券股份有限公司在上海证券交易所(股票代码:600837)和香港交易所(香港股票代码:6837)上市,是中国最早成立的证券公司之一,主营证券的代理及自营买卖,代理证券开户、利息、保管、鉴证、销售、投资咨询等服务。金晓斌博士FCIS FCS是原海通证券董事会秘书,他于1998年加入公司,曾于公司及子公司担任不同职位。

金博士就董秘的职责进行了总结。他表示,除了公司章程及监管机构规定的职责之外,董秘应该发挥五个职能——一是公司的官方发言人,二是监管部门的指定联系人,三是股东与公司经营层的协调人,四是公司资本运作的策划参与人,五是公司合规运作的执行人,公司正能量的传递者,公司品牌的维护者,公司创新的推进者,核心是为公司创造价值。

金博士说,作为两地上市公司董秘,公司得遵守香港和内地监管机构各项规定,如投资者关系、内部风险管理和环境、 社会和治理 (ESG) 报告等要求。他分享,在公司治理中,好的董秘需平等对待两地投资者,确保消息披露的一致性,同时针对不同投资者提出的问题做出答复。

他举例,两地投资者构成的差异导致市场反应有较大的不同。香港的股票投资者主要是专业的机构投资者,而内地则主要为散户投资者。 “散户和机构投资者需要的信息不同。例如当对冲基金发现公司有什么突发事件,他可能会开始作对冲,所以我们需第一时间将市场里不实的讯息过滤掉,以减少公司损失。”

金博士说,新冠疫情对董秘工作带来挑战。行业收入与利润波动较大,市场不稳定,所以与投资者沟通尤其重要。 “董秘可以通过线上与投资者沟通,传递正能量,坚定投资者信心。在公司股价波动的时候,协助公司增持或者回购股票,或者推出股权激励计划。”

金博士认为,未来内地的董秘行业发展,可能会出现类似香港的走向。 “未来,董秘可能会与律师、会计师一样,变成一个专业行业,而不仅仅是隶属于单一公司之下,给一个企业服务。”他指出,公会提升并推动了内地上市公司的规范意识和理念,提升了董秘的专业履职的能力与职业操守,拓宽了董秘国际化市场化的事业,使上市公司更重视信息披露,维护公司品牌形象,发挥了不可或缺的重要作用。

金博士说:“作为董秘,最重要的是要诚实守信,不说假话,不作假帐。在专业能力上,需要熟悉公司的业务范围、成本、收益等范畴,才能和投资者进行沟通,创造价值。”

Hsiuwen Liu
记者

 

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