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CSj
January 2020
Reimagining
the company
secretary
New qualifying programme
Anti-sexual harassment
Guidance notes
The Hong Kong Institute of Chartered Secretaries
presents:
Annual Dinner 2020
Guest of Honour:
Lui Tim Leung, Tim SBS JP
Chairman, Securities and Futures Commission
~ FULL HOUSE ~
A Party f
or Go
vern
a nc
Thursday e Pro
16 January 2020 fe
ss
io
Ballroom, JW Marriott Hotel Hong Kong
na
ls
6.30pm Cocktail reception | 7.30pm Dinner
Fees: HK$880 per HKICS student
HK$1,280 per HKICS member/graduate
HK$1,480 per non-member
HK$15,360 per table of 12 seats
Attire: Lounge suit
The Hong Kong Institute of Chartered Secretaries 香港特許秘書公會 (Incorporated in Hong Kong with limited liability by guarantee)
Good governance comes with membership January 2020
About The Hong Kong Institute of Chartered Secretaries
CSj, the journal of The Hong Kong Institute of
The Hong Kong Institute of Chartered Secretaries (HKICS) is an independent professional body dedicated to the
Chartered Secretaries, is published 12 times a year
promotion of its members’ role in the formulation and effective implementation of good governance policies, as well
as the development of the profession of Chartered Secretary and Chartered Governance Professional in Hong Kong
by Ninehills Media and is sent to members and
and throughout the Mainland. HKICS was first established in 1949 as an association of Hong Kong members of The students of The Hong Kong Institute of Chartered
Chartered Governance Institute – formerly known as The Institute of Chartered Secretaries and Administrators (ICSA) Secretaries and to certain senior executives in the
of London. It was a branch of The Chartered Governance Institute in 1990 before gaining local status in 1994 and has public and private sectors.
also been The Chartered Governance Institute’s China Division since 2005. HKICS is a founder member of Corporate
Secretaries International Association Limited (CSIA), which was established in March 2010 in Geneva, Switzerland. In Views expressed are not necessarily the views of
2017, CSIA was relocated to Hong Kong where it operates as a company limited by guarantee. CSIA aims to give a The Hong Kong Institute of Chartered Secretaries
global voice to corporate secretaries and governance professionals. HKICS has over 6,000 members and 3,200 students. or Ninehills Media. Any views or comments are for
Council 2020 Committee chairmen reference only and do not constitute investment
or legal advice. No part of this magazine may be
Gillian Meller FCIS FCS – President Audit Committee:
reproduced without the permission of the publisher
Dr Gao Wei FCIS FCS(PE) – Vice-President Arthur Lee FCIS FCS(PE)
or The Hong Kong Institute of Chartered Secretaries.
David Simmonds FCIS FCS – Vice-President Education Committee:
Dr Eva Chan FCIS FCS(PE) - Vice-President Dr Eva Chan FCIS FCS(PE)
Human Resources Committee:
Circulation: 8,200
Ernest Lee FCIS FCS(PE)– Treasurer
Natalia Seng FCIS FCS(PE)
Annual subscription: HK$2,600 (US$340)
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Edmond Chiu FCIS FCS(PE) Membership Committee:
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Loretta Chan FCIS FCS
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Xie Bing FCIS FCS Samantha Suen FCIS FCS(PE) Chief Executive Ernest Lee
Wendy Yung FCIS FCS Mohan Datwani FCIS FCS(PE) Senior Director and Head
David Fu FCIS FCS(PE) - Immediate Past President of Technical & Research
Credits
Ivan Tam FCIS FCS – Past President Louisa Lau FCIS FCS(PE) Registrar Harry Harrison
Kieran Colvert
Carman Wong FCIS FCS(PE) Company Secretary Illustrator (cover)
Membership statistics update Editor
Desmond Lau Director, Professional Development Images
As of 30 November 2019 membership Ester Wensing
Melani Au Senior Manager, Membership 123rf.com
statistics were as follows: Art Director
Karen Ho Senior Manager, Finance and Accounting
Students: 3,442 Jessica Pang Senior Manager, Marketing & Communications
Graduates: 395
Contributors to this edition
Kenneth Jiang FCIS FCS(PE), Beijing Office Chief
Ricky Chu Man-kin Jason Yau
Associates: 5,672 Representative
Hong Kong Equal RSM Hong Kong
Fellows: 714
Opportunities Commission
The Hong Kong Institute of Chartered Secretaries Colum Bancroft
(Incorporated in Hong Kong with limited liability by guarantee) AlixPartners
3/F, Hong Kong Diamond Exchange Building, 8 Duddell Street, Central, Hong Kong Andrew Carrick
Tel: (852) 2881 6177 Fax: (852) 2881 5050 Diligent
Email: ask@hkics.org.hk (general) cpd@hkics.org.hk (professional development)
member@hkics.org.hk (member) student@hkics.org.hk (student)
Website: www.hkics.org.hk
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Contents
Cover Story
`
Reimagining the company secretary 06
This month, the Chartered Governance Qualifying Programme replaces the International
Qualifying Scheme as The Hong Kong Institute of Chartered Secretaries qualifying programme.
CSj looks at the significance of this important milestone in the ongoing evolution of the Chartered
Secretary and Chartered Governance Professional.
In Focus 新年進步
Anti–sexual harassment policy 12
Ricky Chu Man-kin IDS, Chairperson of Hong Kong’s Equal Opportunities Commission,
states the case for proactively implementing corporate anti–sexual harassment policies,
not only for the benefit of all personnel as human beings, but also for the company’s
bottom line.
Risk and compliance in troubled times 16
Colum Bancroft, Managing Director, AlixPartners, argues that companies should prepare
for the increasing compliance risks resulting from the ever-changing regulatory
environment and economic downturn.
International Report
Happy
Stakeholder interests: directors' views 20 Chinese
Andrew Carrick, Vice-President, Customer Success, Diligent, highlights the findings of a new New Year
global report assessing directors’ views on stakeholders and society.
Technical Update
New guidance notes 24
CSj highlights the latest additions to the Institute’s guidance note series, providing members
with new guidance on non-governmental organisations, anti–bribery and corruption,
competition law, and mergers and acquisitions.
Combating cyber risk 30
Jason Yau, Partner, IT Consulting & Audit and Assurance, RSM Hong Kong, maps out a series
of concrete measures to help combat cyber risk, charting a course of action for company
secretaries to confront cybersecurity exposure and comply with regulatory stipulations.
HKICS News
President’s Message 04 Student News 43
Institute News 34 Bulletin Board 46
President’s Message
The future of the profession
the Institute here in Hong Kong, continues I hope to be able to keep up this momentum
to facilitate the transition to our new during my tenure as president, taking
identity as governance professionals. ‘New’ forward our strategic goals and building on
is something of a misnomer here, since the excellent work of our Immediate Past
I am honoured to be addressing you as
president of our Institute after my election
at the Council meeting following our Annual
the work we do as company secretaries,
whether fulfilling the administrative or
advisory components of the role, has
President David Fu FCIS FCS(PE), and indeed
all of my predecessors in this role. Our
Institute has achieved a great deal in recent
General Meeting on 11 December 2019. The always been all about good governance. years thanks to the hard work not only of
start of a new year is traditionally a time Nevertheless, as our cover story this its past presidents, but also of Council, the
to look ahead to the future, but also a time month points out, the role of company secretariat and all of our members in Hong
to reflect on the year gone by, which has secretaries has been changing. Moreover, Kong and the Mainland.
been a challenging one, not only for our our membership base has been expanding
members in Hong Kong but globally. For me, as our Institute becomes increasingly Before I go, I would like to remind you of
as a governance professional, a common recognised as the professional home for our Annual Dinner 2020, which will be
thread through the various challenges the anyone involved in governance work. held on Thursday 16 January 2020 at the
world has faced has been the increasing JW Marriott Hotel Hong Kong. Our Annual
importance of good stakeholder-led Our cover story updates us on the progress Dinner provides an excellent opportunity for
governance – the need for all organisations of our Institute’s ongoing rebranding and our members and friends to get together
to engage with and understand the views repositioning exercise. This month we in an informal and enjoyable setting. This
of their stakeholders, the need for effective pass a major milestone in this exercise year’s event is shaping up to be particularly
risk management and internal control – the implementation of the Chartered interesting since our Guest of Honour will
frameworks and the need for transparent Governance Qualifying Programme be Tim Lui Tim Leung SBS JP, Chairman of
communication and disclosure. (CGQP), which went live earlier this month the Securities and Futures Commission. I
replacing the International Qualifying look forward to meeting many of you there.
I therefore take up the presidency at a time Scheme as our Institute’s qualifying
of great opportunity for members of our programme. Since September 2019, the In the meantime, I wish you all a good Year
profession. The majority of respondents to majority of our members in Hong Kong of the Rat!
the Institute’s latest research report, ‘Taking and the mainland of China (the Mainland)
the temperature: The state of corporate have transitioned to the new Chartered
governance practices in Hong Kong and Secretary and Chartered Governance
the Mainland’ (available on the Institute’s Professional (CS/CGP) designation. On 16
website: www.hkics.org.hk) believe that September 2019, our international body,
corporate governance requirements are The Institute of Chartered Secretaries and
expected to increase substantially in the next Administrators adopted its new name – The
five years. This will inevitably mean that the Chartered Governance Institute. Many
trend we have seen for increased reliance on divisions around the world, including
governance professionals will continue in Australia, Canada, Malaysia, New Zealand
the forseeable future. and the UK, have already adopted the term
‘governance’ as part of their local institute’s
In addition to this rising demand, The names. Here in Hong Kong we hope to
Chartered Governance Institute, together consult members on a similar change to
with its divisions around the world, including our Institute’s name later this year. Gillian Meller FCIS FCS
January 2020 04
President’s Message
特许秘书专业的未来
2019 年 12月 11日 週 年 會 員 大 會 後 理專業人員的新身分。其實「新」是 在出任會長期間，我希望保持這股動
在 的理事會會議上，我很榮幸獲選 不太正確的說法，原因是公司秘書的 力，在上屆會長傅溢鴻及其他前會
為公會會長。新年伊始，歷來是回顧 工作，不論是行政還是諮詢方面的角 長的卓越工作的基礎上，向我們的策
過 去 與 展 望 未 來 的 時 機 。 2019 年 充 滿 色，一直都與良好治理相關。不過， 略目標進發。有賴公會前會長、理事
挑戰，不僅對香港的會員如是，對全 正如今期的封面故事所指，公司秘書 會、秘書處以及香港和內地所有會員
球會員也如是。作為治理專業人員， 的角色正在轉變；而且，公會日漸被 的努力，公會近年的工作成果豐碩。
我認為全球面對的各種挑戰，均突顯 公認為是所有涉及治理工作人士的專
以利益相關者為主導的良好治理日益 業組織，會員基礎一直在擴大。 最後，我想提醒大家，公會 2020 年的
重要：所有機構均需要讓利益相關者 周 年 晚 宴 ， 將 於 2 0 2 0 年 1 月 16 日 （ 星
參與，了解利益相關者的看法；需要 封面故事報告了公會建立新品牌形象 期 四 ） 在 香 港 JW萬 豪 酒 店 舉 行 。 公 會
建立有效的風險管理及內部管控制 和重新定位的工作進展。本月，我們 的周年晚宴，是會員和好友輕鬆共聚
度；需要保持透明度，披露數據，與 這方面的工作跨越了重要的里程碑： 的極佳場合；今年更邀到證券及期貨
利益相關者溝通無間。 特許公司治理專業資格課程( CGQP) 事務監察委員會主席雷添良 SBS JP 為
在月初推出，取代國際專業知識評 嘉賓，晚宴必定生色不少。期望當晚
因此，我接任會長之際，正是特許秘 審 考 試 （ ( I Q S )， 成 為 公 會 新 的 專 業 資 與大家相會。
書盡展所長的大好時機。公會最近發 格 考 試 。 自 2 0 19 年 9 月 起 ， 香 港 和 內
表了《探討現狀：香港與內地公司治 地的大部分會員已獲得特許秘書和 最後，祝願各位鼠年進步，萬事如
理實踐狀況》研究報告（可於公會網 Char tered Governance Profes sional 意！
站w ww.hkics.org.hk 閱覽），該項研究 ( C S / C G P ) 的 雙 重 稱 號 。 2 019 年 9月
的大部分響應者認為，在未來五年， 16日，我們的國際總會特許秘書及
有關公司治理的要求將大幅增加。這 行政人員公會更名為特許公司治理公
顯示在可以預見的未來，對治理專業 會。許多世界各地的屬會，包括澳大
人員依賴日增的現象將會持續。 利亞、加拿大、馬來西亞、新西蘭和
英國，均已在名稱中採納「治理」一
在這方面的需求增加的同時，特許公 詞。至於香港公會的名稱是否作相應
司治理公會及其全球屬會（包括香 更改，我們準備在今年較後時間徵詢
港公會）將繼續協助會員過渡至治 會員的意見。 馬琳 FCIS FCS
January 2020 05
Cover Story Reimagining the company secretary Meet the governance professionals of the future This month, the Chartered Governance Qualifying Programme replaces the International Qualifying Scheme as The Hong Kong Institute of Chartered Secretaries qualifying programme. CSj looks at the significance of this important milestone in the ongoing evolution of the Chartered Secretary and Chartered Governance Professional. January 2020 06
Cover Story
Towards a new identity over the last two decades. ‘With the
The company secretary role has been growth in the number of listed companies
changing and the rate of change has in Hong Kong, and the increasing
accelerated in recent years. The company complexity of compliance and governance
secretary’s administrative duties are work, our role has grown. More and
still very much part of the role and are more company secretaries have become
as critical to good governance as they responsible for handling governance
have always been, but the strategic side issues across the board,’ she says.
of the role – in particular providing
governance advice to the board She adds that the larger the companies
and overseeing the compliance and practitioners work for, the more complex
governance agenda of the organisations these governance issues tend to be.
they work for – has expanded. The area of transparency and corporate
disclosure alone, for example, requires
Hong Kong is a good place to see this listed companies to have professional
transition in action, points out Edith Shih company secretaries able to navigate
FCIS FCS(PE), International President, The the hugely complex listing rule
Chartered Governance Institute, due to requirements for disclosable and
W ith effect from 1 January 2020, the
Chartered Governance Qualifying
Programme (CGQP), the new qualifying
the rapid expansion of the stock market connected transactions.
Highlights
programme of The Hong Kong Institute of
Chartered Secretaries (the Institute), goes
live. This is one of the most critical elements
• the profession recognises the need for a qualifying programme which
of an ongoing strategy of the Institute, as
better reflects the knowledge and skill set that members require for their
well as the Institute’s international body
expanded role
– The Chartered Governance Institute – to
refocus the profession on the core value that • the Institute, globally and locally, has been pursuing a strategy that gives
its members bring to the organisations they governance a more prominent place in the training and the identity of
work for – excellence in governance. This the profession
article will look at the practical, as well as • practitioners will need to have a good sense of the relationships and
the strategic, implications of the CGQP in the personalities involved in the way organisations operate and, critically, in
context of the wider aims of the Institute’s the way decisions are made by the board
rebranding and repositioning exercise.
January 2020 07
Cover Story
‘If you have the wrong job title to start He adds that the rebranding exercise
with, you have to spend a lot of time should not just be a change of name
I hope we can grow correcting misconceptions before you however. ‘We have to backfill it with real
into our new identity as can start telling people what you do. substance and that process has started
There is a Chinese saying: ‘欲成其事必先 with the revised educational requirements
Chartered Governance 正其名’ [to succeed at one’s work, one for joining the profession,’ he says.
Professionals and build must have the right title]. I hope we can
grow into our new identity as Chartered Training for the future
up our capacities for
Governance Professionals and build up The ‘revised educational requirements’ Mr
getting the job done our capacities for getting the job done,’ Greenwood refers to starts of course with
she says. the CGQP. Samantha Suen FCIS FCS(PE),
the Institute’s Chief Executive, agrees that
Edith Shih FCIS FCS(PE), International She adds that the rebranding exercise the launch of the CGQP gives substance to
President, The Chartered Governance will have benefits for the profession the profession’s rebranding exercise. ‘This
Institute both internally and externally. Internally is actually the backbone for the future of
the rebranding will help to foster a the profession,’ she says.
better sense of the shared purpose and
This transition has prompted the Institute, common values within the profession, The CGQP updates and expands the
globally and locally, to give governance while externally it will help to clarify the syllabus of the International Qualifying
a more prominent place in the training value that members of the profession Scheme (IQS), which had been the
and the identity of the profession. On bring to the organisations they serve. Institute’s qualifying programme since
16 September 2019, The Chartered ‘Hopefully it will give our members a bit 2004. The profession recognises the need
Governance Institute, formerly known as more gunpowder when they do their for a qualifying programme which better
The Institute of Chartered Secretaries and work and will psychologically help them reflects the knowledge and skill set that
Administrators, adopted its current name. to feel better equipped as governance members require for their expanded
Many of its divisions around the world, professionals for the jobs they are doing. role. Since 2014, the Institute has been
including Australia, Canada, Malaysia, As governance professionals we are working with The Chartered Governance
New Zealand and the UK, have already responsible for the many diverse aspects Institute to review the IQS syllabus and
adopted the term ‘governance’ as part of ensuring that organisations benefit the CGQP syllabus reflects many of the
of their local institute’s names. The term from good governance,’ she says. findings of that review. Not only has the
governance has also been incorporated company secretary been moving towards
into the professional designation of Peter Greenwood FCIS FCS, International a role as the overseer of organisations’
members. In September 2018, the Council member of The Chartered governance agendas, but the role
Institute here in Hong Kong implemented Governance Institute and the Chairman has also become a central link that
the new Chartered Secretary and of the Institute’s biennial Corporate brings expertise together from diverse
Chartered Governance Professional Governance Conferences in Hong Kong, professionals in the company.
designation. The majority of Institute seconds this point. ‘If our individual
members in Hong Kong and the mainland members have the backing of a better This has meant that the importance
of China (the Mainland) have already understanding of what their profession of having a detailed knowledge of
transitioned to this new dual designation. actually does, and a sense that they the minutiae of financial accounting,
belong to a well-recognised and respected human resources, administration and
Ms Shih welcomes these developments. organisation in the form of the Institute, operational matters has diminished,
She recounts that she has been in the that will set them on the path to be a while the importance of having a detailed
situation where the word ‘secretary’ in more credible voice within the senior knowledge of risk management, board
her job title has been misunderstood as management of the organisations where dynamics and a broader understanding
meaning ‘personal secretary’ or ‘typist’. they operate,’ he says. of the business environment and
January 2020 08Cover Story
changing stakeholder expectations has profession in the years ahead. ‘Even until
increased. Advances in technology have recent times, risk management wouldn’t
been accelerating this trend. Company have been a core element of a corporate communication skills…
secretarial software, board portals and the secretary’s skill set and was not part of are particularly critical
many different automated compliance their education requirements. Now it
solutions now available on the market clearly is,’ says Mr Greenwood.
when it comes to
have made the administrative aspects of advising the board –
the company secretarial role a lot easier Similarly, as the board advisory
component of the role increases in
practitioners need to
to handle, freeing up practitioners to give
greater time and attention to the more importance, practitioners will need to know when to speak
strategic and advisory aspects of the role. have a good sense of the relationships and when to remain
and personalities involved in the way
The CGQP syllabus reflects these changes organisations operate and, critically, in silent and smile
(see ‘What’s new?’). For example, under the way decisions are made by the board.
the IQS there were two papers aimed at Hence the addition of the Boardroom
building students’ knowledge of corporate Dynamics paper to the CGQP syllabus. ‘The Samantha Suen FCIS FCS(PE), Chief
financial matters. Under the CGQP these education of the profession now requires Executive, The Hong Kong Institute of
have been combined into the Interpreting a much better understanding, not just Chartered Secretaries
Financial and Accounting Information of what constitutes good governance,
paper. ‘The IQS papers required students but of the underlying drivers of good
to do a lot of calculation, but our governance,’ Mr Greenwood says. profession need to make. Respondents
members are more likely to be working to this article emphasise the importance
with accountants to do that part of the Staying relevant of continuing education – continuing
work. What is really critical is to have the The CGQP is only the beginning of professional development (CPD) is a
ability to understand and interpret the the journey that new recruits to the mandatory requirement for members
financial information,’ Ms Suen points out.
What’s new?
The shift away from administrative and
operational matters has enabled the
CGQP to bring in new elements relating A comparison of the International Qualifying Scheme (IQS) and Chartered
to governance, board dynamics and risk Governance Qualifying Programme (CGQP) programme structure is set out below.
management without expanding the
IQS CGQP
number of papers students are required
Part One Part One
to take – the qualifying examinations of
CGQP have been consolidated into seven Corporate Governance Corporate Governance
papers. The Corporate Governance paper Corporate Secretaryship Corporate Secretaryship and Compliance
under the IQS has been upgraded. An Hong Kong Corporate Law Hong Kong Company Law
entirely new Risk Management paper has Corporate Financial Management Interpreting Financial and Accounting
been added and a Boardroom Dynamics Information
paper is offered as an elective – students
can choose either this paper or the Hong Part Two Part Two
Kong Taxation paper, depending on their Strategic and Operations Management Strategic Management
area of focus. Hong Kong Financial Accounting Risk Management
Corporate Administration Boardroom Dynamics (elective)
These new areas are expected to become Hong Kong Taxation Hong Kong Taxation (elective)
much more critical to members of the
January 2020 09Cover Story
One new area of focus, however, will be this task is already a collective effort of a
soft skills. ‘The company secretary is at the number of different players. ‘As governance
the education of centre of the organisation and soft skills professionals, we are part of a practice
the profession now are really crucial if you are responsible for that is everywhere,’ points out Ms Suen.
bringing so many different people in the ‘Governance is relevant to many different
requires a much better organisation together. Communication jobs. If you are an engineer, acquiring our
understanding, not just skills, for example, are essential to help qualification will help you to do your job
our members advance their careers. They better. It will also help individuals move
of what constitutes
are particularly critical when it comes to up to a director’s position whatever their
good governance, but of advising the board – practitioners need to professional background.’
the underlying drivers know when to speak and when to remain
silent and smile,’ Ms Suen quips. As the role changes, the Institute here in
of good governance Hong Kong and globally is also changing.
The future of the role The goal of The Chartered Governance
The process of change described in this Institute is to be the global qualifying
Peter Greenwood FCIS FCS, International article is still ongoing and Mr Greenwood body for anyone involved in governance –
Council member, The Chartered emphasises that it will take time for the including company secretaries, directors,
Governance Institute full benefits of the changes now being compliance professionals, lawyers,
made to be felt. Nevertheless he believes accountants and risk managers. This is
the direction that the profession has still a work in progress, but Ms Shih points
of the Institute, as a way for members taken will mean that members are much to the recently launched e-community
to stay relevant in the fast-changing better placed to contribute to the difficult (available from The Chartered Governance
business environment. Ms Suen points and challenging issues as they emerge in Institute website: www.cgiglobal.org) as
out that, in addition to updating the the organisations they serve. Updating an important step forward on this journey.
syllabus of the qualifying programme, the the training, both initial and continuing,
Institute has been working on updating to make it relevant to the needs of the ‘Members from all of our divisions
its Enhanced CPD programme (ECPD) to profession and to allow individuals to around the world can dial log into the
ensure that it offers training relevant to speak with authority and confidence e-community to learn about the latest
their changing roles. on the topics that cross their desks is a developments relevant to our profession.
crucial part of that. ‘I hope that will give It provides a central webpage where
The ECPD programme already has a individual members of the profession more people can go to access our latest thought
strong focus on keeping members confidence, because a lot of this comes leadership papers and community news,
up to date with developing areas of down to confidence. You have to portray or to link up with fellow professionals
compliance and governance. In addition, confidence and then you will be listened to. globally,’ she says.
the programme cannot afford to neglect You cannot be listened to if people don’t
the practical administrative side of the understand what your job is or have any With this and the other developments
company secretary role. ‘Even if you doubt of your mastering the job,’ he says. discussed above, Ms Shih believes that the
have passed the Corporate Secretaryship profession has reached a critical moment
and Compliance paper of the CGQP, that Looking further ahead, how will the role in its evolution. ‘Going forward, equipped
doesn’t mean you can put what you have continue to adapt to the changing business with the new name and qualification, I
learned into practice. Our members need environment? This is difficult to predict, but think we are ready to conquer the world.
to know how to take minutes of meetings, some broad trends are already visible. There Anyone who is interested in becoming a
as well as how to ensure compliance with can be little doubt that the marketplace governance professional should contact
the latest rules and legislation, so our will increasingly need qualified people the Institute,’ she says.
Practical Company Secretarial Workshops to handle the many different aspects of
will continue,’ Ms Suen says. maintaining governance standards, but Kieran Colvert, Editor, CSj
January 2020 10From ary
1Janu
2020 Chartered Governance Qualifying Programme (CGQP)
The Hong Kong Institute of Chartered Secretaries is pleased to announce the launch of the
Chartered Governance Qualifying Programme (CGQP) as its new qualifying programme on
1 January 2020. CGQP will then replace the current International Qualifying Scheme.
CGQP empowers aspiring governance professionals to excel!
CGQP Programme Structure
1
Part Corporate Governance
Corporate Secretaryship and Compliance
Hong Kong Company Law
Interpreting Financial and Accounting Information
2
Part
Strategic Management
Risk Management
Boardroom Dynamics (elective), or
Hong Kong Taxation (elective)
To find out more about the CGQP, please scan the QR code or visit the Studentship section
of the Institute’s website: www.hkics.org.hk or contact the Education and Examinations
Section: 2881 6177.
For enquiries, please contact the Education and Examinations Section on 2881 6177 or email student@hkics.org.hk.
The Hong Kong Institute of Chartered Secretaries 香港特許秘書公會
(Incorporated in Hong Kong with limited liability by guarantee)In Focus Anti–sexual harassment policy Not just a box to check off January 2020 12
In Focus
Ricky Chu Man-kin IDS, Chairperson of Hong Kong’s Equal Opportunities Commission, states the
case for proactively implementing corporate anti–sexual harassment policies, not only for the
benefit of all personnel as human beings, but also for the company’s bottom line.
I t was 1 November 2018. From San
Francisco and São Paulo to Sydney and
Stockholm, more than 20,000 employees
medium-sized enterprises (SMEs), this can
deal a crushing blow to their business.
Hong Kong Ltd (the Exchange) made
it compulsory for listed companies
to disclose their performance in
and contractors in Google offices The human and financial cost of relation to environmental, social and
spanning 50 cities staged a walkout to workplace sexual harassment governance (ESG) issues on an annual
protest the tech giant’s handling of sexual In the absence of a transparent ASH policy basis. Employment and labour practices,
harassment complaints. The backlash and an impartial complaint-handling including those concerning ‘equal
erupted after The New York Times reported procedure, employees are bound to work opportunity, diversity, anti-discrimination,
that Google had allegedly paid off in an atmosphere of fear and intimidation. and other benefits and welfare’, fall under
executives accused of sexual misconduct It saps their morale. A study published the ‘social’ reporting area. As professional
with exit packages worth millions of in the academic journal Personnel compliance advisers, company secretaries
dollars, panned by the protest organisers Psychology in 2007 found that companies can and should enable management and
as ‘the latest example of a culture of could face a loss of up to US$22,500 per the board to appreciate the value of an
complicity, dismissiveness and support employee in terms of productivity drops ASH policy for employee well-being and
for perpetrators’. and turnovers due to sexual harassment. good corporate governance.
The idea that victims and witnesses will
Allegations of workplace sexual stay silent and remain devoted employees Indeed, data shows there is room for
harassment, as well as the way they are – an assumption perhaps particularly much progress to be made. According to
handled, are putting the interests of popular among large corporates who a research report released by the Hong
corporations at stake. To state the obvious, pride themselves on attractive wages and Kong Institute of Chartered Secretaries
their reputation and credibility are on career opportunities – is simply untrue. (the Institute) in October 2019, 216 of
the line, a risk exacerbated in this age of its members skipped the question when
social media when there are an estimated The impact of sexual harassment on the asked about the quality of ASH policies
317,000 new posts on Facebook every cherished ‘bottom line’ is therefore real, and procedures of companies listed on the
minute, 21 million tweets on Twitter every immediate and far-reaching. Profitability Exchange; among the 155 who responded,
hour and 500 million people publishing aside, in 2016 the Stock Exchange of only 5.84% gave a ‘very strong’ rating.
stories on Instagram every day.
Highlights
The toll goes beyond a tainted brand
name. Under the Sex Discrimination
Ordinance (SDO) in Hong Kong, employers
• under the Sex Discrimination Ordinance (SDO) in Hong Kong, employers may be
may be held vicariously liable for any
held accountable for any act of sexual harassment committed by an employee
act of sexual harassment committed by
an employee – even when they have no • companies can face very real losses from productivity drops and turnover,
knowledge of it – unless they can prove as well as financial penalties and reputational damage, due to workplace
that practicable steps have been taken sexual harassment
to prevent the transgression, such as • businesses are being urged to demonstrate a true commitment to combatting
adopting an anti–sexual harassment (ASH) sexual harassment and to implementing a comprehensive anti–sexual
policy. Financial remedies may be ordered harassment policy
by the court and, in the case of small and
January 2020 13In Focus
cultivate an environment that is safe
and supportive enough for all aggrieved
allegations of workplace persons to come forward for help.
sexual harassment,
As the sole statutory body tasked with
as well as the way eliminating discrimination, harassment
they are handled, are and vilification in Hong Kong, the EOC
provides both regular courses and on-
putting the interests of demand, tailor-made training programmes
corporations at stake for organisations determined to tackle
workplace sexual harassment. Our website
(www.eoc.org.hk) also features a detailed
framework for formulating a corporate
Over the years, in fact, sexual harassment proactively carry out preventive measures policy against sexual harassment.
has consistently accounted for a against sexual harassment. These can
significant portion of complaints lodged begin with drafting a comprehensive ASH Stepping up the fight
with the Equal Opportunities Commission policy, which should consist of not only One of the greatest legacies of the global
(EOC) under the SDO. In the financial year a declaration of zero tolerance, but also #MeToo movement is the conversation
2018/19, out of the 420 SDO complaints a clear definition and relatable examples it has inspired about abuse of power,
handled by the EOC, 185 were sexual of sexual harassment; contact details corporate responsibility, bystander apathy
harassment cases, over 80% of which for the designated complaint-handling and inadequate victim support services.
were employment-related. personnel; a transparent mechanism for With plans in the pipeline to set up a
investigating complaints and avoiding special ASH unit, the EOC is looking
Evidently, workplace sexual harassment conflict of interest; a note about possible to build on these reflections and step
is an entrenched problem affecting all disciplinary action; an assurance of up the fight against workplace sexual
industries and walks of life. And company impartiality, confidentiality and protection harassment on multiple fronts, from
secretaries, working closely with directors, from victimisation; and information on conducting a holistic review of the law
managers, shareholders and regulatory alternative avenues of redress, such as and recommending amendments to fill its
bodies, are well-positioned to help lodging a complaint with the EOC (within gaps, to exploring collaboration with non-
familiarise their organisation with the 12 months of the incident), filing a civil governmental organisations to establish a
law, formulate an ASH policy and monitor lawsuit in the District Court (within two one-stop support platform for victims.
its implementation. In December 2019, a years of the incident), or reporting to
trainer from the EOC delivered a seminar the police when criminal acts are But then again, corporations too have
to members of the Institute, explaining involved (such as unwanted touching an indispensable role to play, from both
how the SDO defines sexual harassment of private parts). an economic and ethical perspective.
and dispelling widespread myths, such As silence breakers around the world
as that bantering about a voluptuous Next, care should be taken to publicise send one wake-up call after another
colleague is nothing more than harmless the policy through as many channels as to businesses, management – and the
play; that putting a racy screensaver on possible, from emails, posters and intranets company secretaries who advise them on
one’s computer is equally innocuous; or to staff meetings and orientation sessions. governance – must quit paying lip service
that acts directed at a person of the same The message must reach all parties sharing and instead proactively demonstrate a
sex do not count. the same workplace, including full-time true commitment to combatting sexual
and part-time staff, temporary workers, harassment.
Mitigation measures contractors, service providers, trainees,
As mentioned, to mitigate potential interns and volunteers alike. Only with this Ricky Chu Man-kin IDS, Chairperson
vicarious liability, organisations should level of commitment can organisations Equal Opportunities Commission
January 2020 14Governance
Professionals
Career Day
u s to e x p lo re w h at a career as a
Join
a n c e p ro fe ss io n a l can offer!
govern
Guest of Honour
Ms Ada Chung, JP
Registrar of Companies, Companies Registry
Saturday 7 March 2020 | 11.00am-4.30pm
■ Insight into career potentials of a Chartered Secretary and
Chartered Governance Professional
■ Interaction with seasoned governance professionals and
Free
ion, industry leaders
admiss e
m
first-co d ■ Communication and interview skills workshops
rve
first-se
■ Light lunch and lucky draw
Open to undergraduates of all degree disciplines and HKICS students as well as student ambassadors
Grand Ballroom
1/F, Harbour Grand Hong Kong
23 Oil Street, North Point, Hong Kong For registration and enquiries, please contact
(MTR Fortress Hill station, Exit A) Leaf Tai: 2830 6010 or email: student@hkics.org.hk
The Hong Kong Institute of Chartered Secretaries 香港特許秘書公會 (Incorporated in Hong Kong with limited liability by guarantee) www.hkics.org.hkIn Focus Risk and compliance in troubled times Colum Bancroft, Managing Director, AlixPartners, argues that companies should prepare for the increasing compliance risks resulting from the ever-changing regulatory environment and economic downturn. January 2020 16
In Focus
H ong Kong’s economy is in recession
and is entering a period of further
challenges. Donald Trump has just
compliance with these regulations could
mean the remote but significant risk that
the US Government will revoke the special the environment
signed the Hong Kong Human Rights treatment afforded Hong Kong by the US has changed,
and Democracy Act (the Act), part of Hong Kong Policy Act of 1992.
which brings renewed focus on sanctions
which means the
compliance and potentially even putting A 2017 CNN report identified Hong Kong as risks have changed
Hong Kong’s special trade status at risk. a base for trade with North Korea. The Act
Uncertainty over the status of the trade potentially gives the US Government new
deal between the Mainland of China powers to enforce the US sanctions regime.
(the Mainland) and the US has been While it is difficult to predict how the US Bribery and corruption risks in the
compounded by the impact of sustained will exercise the new powers under the Act, region have been the focus of attention
social unrest over the last six months. or the short- and longer-term outcome of for regulators for many years. While
the ongoing trade negotiations between investment in compliance programmes and
Meanwhile in the Mainland, in addition to the US and the Mainland, even the most awareness of these issues has undoubtedly
the trade issues with the US, the impact of optimistic forecasters are resigned to the raised standards in this area, significant
the government’s deleveraging campaign fact that a long-term solution is unlikely risks remain. A survey by the American
(to curb the excessive borrowing of to be found any time soon, meaning that Chamber of Commerce in China released
local governments, financial institutions, companies operating in the region will last year shows that nearly half of their
businesses and individuals in the Mainland) be facing significant uncertainty for the member companies are experiencing an
continues to weigh on growth, with the foreseeable future. increase in non-tariff barriers, including
National Bureau of Statistics reporting 6% increased inspections, slower customs
GDP in the third quarter of 2019, the slowest What are the risks in this environment? clearance and increased bureaucratic
growth rate in over 25 years. The ongoing Fraud or compliance issues are more likely oversight or regulatory scrutiny. Cutting
trade talks mean that companies continue to arise when individuals or entities are corners or offering bribes to government
to live with uncertainty on key supply chain subject to increased pressure. As economic officials could be seen as one of the
risks. The current environment also brings pressure mounts, one can expect to see a solutions to minimise the impact of the
about additional challenges as multinationals re-emergence of classic financial statement added tariff and non-tariff barriers.
operating in the Mainland are reporting fraud issues, as well as more sophisticated
increased regulatory pressure. schemes designed to pacify regulators, How can companies try to proactively
attract and retain investment, and maintain manage the increasing risks?
Many companies in the region will be forced access to liquidity. Managed earnings, 1. Conduct a holistic risk assessment
to review business and investment plans and as well as aggressive and fraudulent of operations
adjust accordingly. All of these factors present accounting practices, are likely to be an The environment has changed, which
heightened compliance risks. increasing reality in the region. means the risks have changed. Companies
What are the possible implications? Highlights
In particular, the Act will require attention
in relation to provisions focusing on Hong
Kong’s compliance with both US export
• companies operating in the region will be facing significant uncertainty for the
regulations regarding sensitive dual-use items
foreseeable future
(those items which have both commercial
and military or proliferation applications) • fraud or compliance issues are more likely to arise when individuals or entities
and US and United Nations sanctions, are subject to increased pressure
particularly regarding Iran and North Korea. • companies in the region should conduct a holistic risk assessment of operations
Any perceived weaknesses of Hong Kong’s
January 2020 17In Focus
companies should undertake a
review to identify emerging
or heightened risks, including
geopolitical and regulatory
risks, and work to put in place
appropriate mitigation measures
should undertake a review to identify applied to assist in identifying potential ongoing checks or responding to
emerging or heightened risks, including anomalies or outliers in key areas of changes in the circumstances of either
geopolitical and regulatory risks, heightened fraud risk, and identified the company or the third party itself.
and work to put in place appropriate control gaps or weaknesses appropriately
mitigation measures. This exercise needs remediated. Attention should also be 4. Review and update your existing
to be done with appropriate rigour given to ensuring that there is sufficient compliance programme
and frequency, and a mindset that employee awareness of key fraud risk In determining a penalty, many
recognises the economic and regulatory indicators and behavioural red flags regulators will consider a number of
enforcement environments are changing to shore up the company’s front-line factors. In addition to a well-designed
at a rapid pace. Maintaining compliance defenses against illicit or otherwise and -executed compliance programme,
in an ever-evolving landscape of tariff inappropriate activity, which can have regulators will look at whether
and non-tariff barriers, trade sanctions severely adverse financial, regulatory and companies provide an effective and
and other issues presents considerable reputational, not to mention employee trusted mechanism by which employees
challenges and requires vigilance. The morale, implications. can anonymously or confidentially
situation requires organisation-wide, report allegations of misconduct, as
that is top-down as well as bottom-up, 3. Conduct or update due diligence on well as the company’s response to such
commitment and critically requires buy- intermediaries and third parties allegations and complaints when they
in from the front-line business and not The majority of compliance cases arise arise. Therefore, companies should
just those functions tasked with controls through intermediaries or third parties have an appropriate policy and relevant
implementation or oversight on a day-to- working in conjunction with company procedures in place for handling
day basis. employees. A risk-based due diligence such allegations and complaints. This
and monitoring programme is critical to includes the scoping of investigations,
2. Ensure robust measures are in place mitigating risk of third party schemes. identification of personnel responsible
to identify and deter fraud risk An appropriate level of screening and for the investigation and procedures
The organisation’s most recent fraud due diligence procedures are required to ensure investigations are conducted
risk assessment should be reviewed and to understand the profile, business in a confidential, independent and
updated to ensure that the full landscape affiliations and operating history of objective manner.
of fraud risks, including new and business partners in order to assign
emerging risks, have been considered, and appropriate risk ratings. One area where Colum Bancroft, Managing Director
each risk appropriately weighted in terms companies commonly fall short in this Edward Boyle, Director
of likelihood and severity of occurrence. area is that efforts are focused on on- Selena Tsang, Senior Vice-President
Data analytics procedures should be boarding third parties without performing AlixPartners
January 2020 18A bird’s eye view
In Focus
Company secretaries need to be proficient • regulatory compliance
in a wide range of practice areas. CSj, • corporate governance
the journal of The Hong Kong Institute of • corporate reporting
Chartered Secretaries, is the only journal • board support
in Hong Kong dedicated to covering these • investor relations
areas, keeping readers informed of the • business ethics
latest developments in company secretarial • corporate social responsibility
practice while also providing an engaging • continuing professional development
and entertaining read. Topics covered • risk management, and
regularly in the journal include: • internal controls
Subscribe to CSj today to stay informed and engaged with the
issues that matter to you most.
Please contact:
Paul Davis on +852 3796 3060 or paul@ninehillsmedia.com
CSj, the journal of The Hong Kong Institute of Chartered
Secretaries (www.hkics.org.hk), is published 12 times a
January 2020 19
year by Ninehills Media (www.ninehillsmedia.com).International Report Stakeholder interests: directors’ views Andrew Carrick, Vice-President, Customer Success, Diligent, highlights the findings of a new global report assessing directors’ views on stakeholders and society. January 2020 20
International Report
R ecently, more than 180 CEOs in
the Business Roundtable amended
the association’s Statement on the the survey shows
Purpose of a Corporation and for the that the vast majority
first time embraced a commitment to
address the interests of all stakeholders of directors (87%)
– not just shareholders. A new report, give a priority to
Stakeholders Take Centre Stage: Director
Views on Priorities and Society, by the
employee concerns
Diligent Institute in partnership
with the Rock Centre for Corporate
Governance at Stanford University,
shows that boards of directors consider ‘Broadly, my role as an independent board
stakeholder needs a key priority. member [involves] strategic oversight and
management accountability,’ says one non-
The report found that 89% of the 200 executive director in response to a survey
company directors surveyed consider question. ‘In each of those cases, we have
and represent the full range of to take into account many impacted
stakeholder interests, both from parties, and not just shareholders.’
shareholders and other stakeholders.
Moreover, 92% of these board members The survey queried respondents about
feel that their company is doing a good BlackRock Chairman and CEO Larry Fink’s
job of that representation. support for increased prioritisation of
stakeholder interests by boards. Fink, as
The directors surveyed have particular leader of one of the world’s largest asset
sensitivity on this issue, partly in managers with US$6.84 trillion in assets
response to pressure from advocacy under management, has great influence
groups, which more than half (57%) on international governance policy. It is
of directors surveyed say have worth noting that almost all (94%) of
influence. But the survey shows that the directors surveyed agree with Fink
there is a pervasive concern by directors that ‘Society is increasingly looking to
around the world for shareholder companies, both public and private, to
rights and stakeholder issues, as most address pressing social and economic
directors (77%) do not believe that issues,’ and 65% say they are motivated
shareholder interests are prioritised by this statement to implement new
over stakeholder interests. initiatives that address these issues.
Highlights
• the directors surveyed consider stakeholder needs a key priority
• 77% of directors surveyed do not believe that shareholder interests are
prioritised over stakeholder interests
• the environment is directors’ largest long-term worry
January 2020 21International Report
on its behalf. We treat the environment
as effectively represented by those
if you treat your employees terribly, have people and monitor the environment as
a lousy culture and are not competitive in a stakeholder in the same way,’ explains
one director.
compensation, how are you ever going to
achieve shareholder returns? Other issues that are top concerns
for directors are increased taxes and
regulations (19%), macroeconomic
factors that influence trade and the
economy (18%) and workforce-related
One respondent qualifies this With an eye to long-term strategy, the issues including the availability of
perspective: ‘I want to hear what environment is directors’ largest long- employees, unionisation and
stakeholder concerns are. I want to hear term worry. 41% of directors say that regulation (14%).
with equal weight, but I may not act environmental issues, including climate
with equal weight. Our job is to decide, change, pollution, waste or recycling, are Employees are the most important
take input from all kinds of sources, and the single most important environmental, stakeholders
make sense of it.’ social and governance (ESG)-related issue In terms of attention to stakeholder
that has the power to negatively impact concerns, the survey shows that the
Directors reject accusation of ‘short- their business over the long term. vast majority of directors (87%) give a
termism’ priority to employee concerns. This is
Boards are often accused of taking a ‘The environment cannot speak for itself, not surprising because employees have
short-term view, strategising intensely but there are NGOs and people who speak a direct influence on the success or
for the bottom line each quarter rather
than planning for the longer term Survey statistics
in a way that would encompass all
stakeholders. Directors surveyed strongly
rejected the accusation of ‘short- The report reviewed in this article is United States 45%
termism,’ with 72% of respondents available on the Diligent website:
saying their company predominantly Africa 8%
www.diligentinstitute.com. The
considers an investment horizon of report is a companion survey to one North America
three or more years in managing the conducted of 200 CEOs and CFOs by (outside the US) 13%
business and 25% of respondents adopt Stanford Graduate School of Business
South and
an investment horizon of one to two and the Rock Center for Corporate
Central America 1%
years. Practically none (4%) use an Governance at Stanford University in
investment horizon of less than a year. the spring of 2019, available on the Asia Pacific 5%
Stanford Graduate School of Business Australia or
Says one director: ‘Investment horizon website: www.gsb.stanford.edu. New Zealand 15%
varies a lot by company, depending
The report surveyed directors from Europe 7%
on where they are on the maturity
around the world, but respondents
curve, market influences and what the Middle East 1%
were predominantly from the US.
competitive landscape looks like. There
The table sets out the countries Other 5%
may be times that a company rightfully
where survey respondents’ companies
should be focused on the short term,
were domiciled.
but in general, they should be more
focused on the long term.’
January 2020 22International Report
failure of strategy and operations. In lousy culture and are not competitive in their commitment to the countries,
Asia and Oceania there is little interest compensation, how are you ever going regions and communities where they
in creating a board-level position for to achieve shareholder returns?’ operate, particularly on issues central to
employee representatives of the type the world’s future prosperity. Companies
found in Europe. Yet board members The wider implications cannot solve every issue of public
do understand the importance of the It can be concluded from the survey importance, but there are many – from
employee perspective: ‘If you’re not that corporate leaders are taking retirement to infrastructure to preparing
responding to the needs, wants and ownership for leadership in the workers for the jobs of the future – that
interests of employees, I guarantee communities they serve. It is certain cannot be solved without corporate
customers will suffer. They’ll respond that board members are spending leadership.’
in ways that are negative to the attention, time and resources to fulfil
business and your investors will these leadership roles. As Larry Fink says Andrew Carrick, Vice-President,
suffer. This is an ecosystem that is in a letter to CEOs at the companies Customer Success
interrelated,’ one director comments. BlackRock invests in: ‘One thing, Diligent
however, is certain: the world needs
Another director points out: ‘If you your leadership. As divisions continue to
treat your employees terribly, have a deepen, companies must demonstrate
January 2020 23You can also read
