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CSj
November 2020
Board building
CGC 2020 review
Director induction
Board support
Board dynamics
Board
Meeting
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Good governance comes with membership November 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 promotion of
Chartered Secretaries, is published 12 times a year
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 and throughout the mainland
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of China (the Mainland). HKICS was first established in 1949 as an association of Hong Kong members of The Chartered students of The Hong Kong Institute of Chartered
Governance Institute (CGI) – formerly known as The Institute of Chartered Secretaries and Administrators (ICSA) of London. Secretaries and to certain senior executives in the
It was a branch of CGI in 1990 before gaining local status in 1994 and has also been The Chartered Governance Institute’s public and private sectors.
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or legal advice. No part of this magazine may be
Gillian Meller FCIS FCS – President Audit Committee:
reproduced without the permission of the publisher
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or The Hong Kong Institute of Chartered Secretaries.
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Contents
This month’s CSj reviews the Institute’s latest biennial Corporate Governance
Conference (CGC), held in hybrid mode on 25 and 26 September 2020.
Cover Stories
Board building 06
This year’s CGC addressed one of the toughest and most critically important concerns
for governance professionals – how to build and maintain an effective board.
Adapting to challenging times 12
This second part of our review of the conference highlights how boards can help
organisations navigate the immediate and long-term challenges of a time of
unprecedented change.
Mainland Report
From financial management to corporate governance 18
Chen Liping, Executive Director and General Manager of CSSC Offshore & Marine Engineering
(Group) Company Ltd, offers an interesting perspective on the role of the board secretary
based on his own experience transitioning from financial management to governance.
从 财 务 管 理 到 公司治理 23
中船海洋与防务装备股份有限公司执行董事及总经理陈利平根据他从财务管理转型到公
司治理的经验，提供了对董事会秘书角色的一个特别视角。
In Focus
Insights into listed company suspension 26
Vivian Chow, Principal of Risk Advisory, BDO, examines the latest guidance on long
suspension of listed companies, delisting framework and resumption conditions, and
provides practical advice for issuers seeking a resumption of trading.
Technical Update HKICS News
New guidance notes 32 President’s Message 04
New additions to The Hong Kong Institute of Chartered Secretaries’ guidance note
series highlight the implications of the current COVID-19 pandemic for the work of
governance professionals.
Institute News 40
Student News 48
Careers in Governance
Anita Chan ACIS ACS and Emily Ng ACIS ACS 36
Our Careers in Governance column this month offers personal and professional profiles
of Anita Chan ACIS ACS and Emily Ng ACIS ACS.
President’s Message
CGC 2020 review
risk management and fraud prevention and globally. That support was evidenced
framework, as well as a strong ethical by the numbers of attendees our latest
culture. As one CGC speaker put it, ‘often CGC attracted not only from Hong Kong,
it takes a crisis to make you realise the but also from Australia, India, Malaysia,
value of governance’. Nigeria, Singapore, South Africa and the
UK. Thanks to this support, our Institute
I would like to take this opportunity to has been able to continue to function
extend my personal gratitude and the during the COVID-19 pandemic as a valued
gratitude of our Institute to everyone platform for sharing technical expertise and
who contributed to this event, including promoting lively debate on the issues that
our Guest of Honour The Honourable will define our profession and our world in
Christopher Hui Ching-yu JP, Secretary for the years to come.
T his month’s CSj reviews our 12th
biennial Corporate Governance
Conference (CGC), held in hybrid mode
Financial Services and the Treasury, The
HKSAR Government; our Keynote Speaker
Professor Mervyn King SC, Chair Emeritus
Finally, I am sure you will join me in
giving a warm welcome to our new Chief
on 25 and 26 September 2020 under the of the International Integrated Reporting Executive (CE), Ellie Pang, formerly a senior
theme – Building the Modern Board: A Council; our Closing Session Speaker The policy regulator at Hong Kong Exchanges
20/20 Vision. The conference covered a lot Honourable Bernard Chan GBM GBS JP, and Clearing Ltd, who will take up her new
of ground so our cover stories this month Convenor, Non-Official Members of the post as our Institute’s CE on 18 November
provide a useful summary of the key HKSAR Executive Council, and our many 2020, and congratulations to our Senior
takeaways of the discussions. other speakers and panellists. I would Director and Head of Technical & Research,
also like to thank our many sponsors Mohan Datwani FCIS FCS(PE), who has
As usual with our CGCs, the emphasis was and supporting organisations, especially been promoted to Deputy Chief Executive,
on providing practical guidance on the CLP Holdings Ltd, Azeus Convene, Tricor also effective from 18 November 2020.
issues under discussion. The first cover story Services Ltd and Livi Bank Ltd, without
this month summarises a wealth of practical whose generous support this event would Special thanks go of course to our
tips for practitioners on key aspects of board not have been possible. outgoing CE, Samantha Suen FCIS FCS(PE),
support work, including director recruitment who retires on 31 December 2020.
and induction, board meeting preparation, Thanks must also go to the Institute’s Samantha has been a member of our
advising the board and facilitating the conference team, in particular Peter Institute since 1982 and became a Fellow
creation of healthy board dynamics and Greenwood FCIS FCS, our Event Chair for in 1998. She has served our Institute in
culture. This is followed up in the second this and many previous CGCs; but also almost every capacity possible, including
cover story by recommendations on how Samantha Suen FCIS FCS(PE), Institute stints as Institute President, Honorary
to survive and thrive in the challenging Chief Executive; Mohan Datwani FCIS Treasurer and a member of Council and
environment we find ourselves in. FCS(PE), Institute Senior Director and Head many Institute panels and committees.
of Technical & Research; and members of As CE, since 1 July 2013, she has been a
I would like to highlight the fact that there the Secretariat. far-sighted and highly valued guide of
was a broad consensus at the conference our Institute’s operations during a time
that maintaining high governance standards Thanks should also go to our attendees. of great changes and I am glad to report
is a good survival strategy in times of Providing continuing professional that she will stay on in the capacity of
crisis. For governance professionals, as the development and thought leadership for consultant until February next year.
gatekeepers of good governance, the current our members and stakeholders during
crisis should be a reminder not only of the a major global pandemic is not only
need to maintain high personal standards the work of our Institute’s Secretariat,
of integrity and professionalism, but also of it requires the continued support and
our crucial role in maintaining an effective participation of our target audience locally Gillian Meller FCIS FCS
November 2020 04
President’s Message
2020年公司治理研讨会回顾
正宇 JP；主讲嘉宾，国际综合报告委员 员，将于 2020年 11月 18日就任公会新任
本
期月刊回顾了第12届两年一度的
公司治理研讨会（研讨会），本 会荣誉主席 Mervyn King 教授 SC；闭幕 总裁。此外，在此也祝贺公会 現 任高级
次研讨会主题为建立现代化董事会之 演讲嘉宾，香港特别行政区行政会议 总监兼专业技术及研究部主管高朗 FCIS
20/20 愿景，于 2020 年 9月 25 和 26日以 非官守议员召集人,陈智思，大紫荆勋 FCS(PE)，他将于 2020年 11月 18日升任公
虚实结合的形式成功举行。研讨会探讨 贤, GBS, JP 以及许多其他演讲者和小组 会副总裁。
了多方面的议题，本月封面故事总结归 成员。另外，还要感谢众多赞助商和协
纳了本次研讨会的讨论情况。 办机构，特别是中电控股有限公司、 特别感谢即将离任的公会总裁孙佩仪
Azeus Convene、卓佳专业商务有限公司 FCIS FCS(PE)，她将于2020年12月31日退
研讨会一贯致力于就处在探讨阶段的议 和Livi Bank Ltd，没有他们的慷慨支持， 休。孙女士于 1982年成为公会会员，并
题提供实务指引。本月首个封面故事， 本次活动就不会成功举办。 于 1998年成为公会资深会士。她在公会
从董事会支持工作的多个关键方面为从 担任了几乎所有可以担任的职务，包括
业人员总结了丰富的实用技巧，包括董 此外，还必须感谢公会的研讨会团 公会会长、名誉司库和理事，以及许多
事聘用和就任、董事会会议筹备、向董 队。特别是本次及历届研讨会主席林 公会小组和委员会成员，并自 2013 年 7
事会提供建议，以及如何促进良好董事 英 伟 F CIS F C S 、 公 会 总 裁 孙 佩 仪 F CIS 月 1日起担任总裁。她富有远见卓识，
会机制和文化的建立。第二个封面故事 FCS(PE)、公会技术和研究高级总监高朗 在重大变革时期，一直承担引领公会运
则提供了在当下充满挑战的环境中生存 FCIS FCS(PE)，以及秘书处各位员工。 作的重要责任。我很高兴地告诉大家，
和发展的建议。 她将继续担任公会顾问至明年2月。
本人还要感谢全体与会者。在目前疫情
需要特别指出的是，在本次研讨会 蔓延全球的情况下，为公会会员和利益
上，大家达成了广泛共识一保持高治 相关者提供持续专业发展讲座和思想引
理标准是危机时期的良好生存策略。 领，这不仅是我们公会秘书处的工作，
对于治理专业人士（作为良好治理的 也需要地区和全球目标受众的持续支持
守门人）而言，当前的危机不仅提醒 和参与。这种支持体现在本次研讨会的
我们需要保持高标准的个人诚信和专 与会者人数，他们不仅来自香港，还有
业水准，还提醒我们要在维持有效的 澳大利亚、印度、马来西亚、尼日利
风险管理和防止欺诈框架、以及强大 亚、新加坡、南非和英国。感谢你们的
的道德文化方面发挥重要作用。正如 支持，公会才得以在疫情期间发挥一个
一位研讨会发言人指出，
“ 遇到危機，
“ 有价值的平台的作用，让大家分享技术
才會意識到治理的價值 。 专长，对有关我们的职业和未来世界的
问题展开热烈讨论。
在此，本人以个人的名义并代表公会，
对为本次研讨会作出贡献的所有人表 最后，我相信大家会和我一样，热烈欢
示感谢，包括主礼嘉宾，香港特别行 迎公会新任总裁彭京玲，她原为香港交
政区政府财经事务及库务局局长、许 易及结算所有限公司的资深政策监管要 馬琳 FCIS FCS
November 2020 05
Cover Story Board building Corporate Governance Conference 2020 review – part one November 2020 06
Cover Story
The Hong Kong Institute of Chartered Secretaries’ 12th biennial Corporate Governance Conference,
held in hybrid mode on 25 and 26 September 2020, addressed one of the toughest and most
critically important concerns for governance professionals – how to build and maintain an
effective board.
T he Hong Kong Institute of Chartered
Secretaries (the Institute) has
been holding its biennial Corporate
Practical tips for governance
professionals
Step one: identifying, selecting and
Boards 2019 Progress Report indicates
that currently only 12.4% of directors
on Hong Kong boards are women.
Governance Conferences (CGCs) for recruiting board members Teresa Ko BBS JP, China Chairman and
over two decades and, learning from its Board building starts with the process Partner, Freshfields Bruckhaus Deringer,
experience over the years, has been able of recruiting directors to the board. a panellist in Session 1, pointed out that
to craft a very successful formula for In Session 1, speaker Nicholas Allen, this figure not only puts Hong Kong
these events. This year’s CGC, however, Chairman and Independent Non-Executive behind overseas jurisdictions, but also
brought in a new element to that formula Director, Link Asset Management Ltd, other Asian jurisidictions – Malaysia, India
in response to the COVID-19 pandemic – recommended that boards start the and Singapore, for example, have higher
the adoption of a hybrid mode. Attendees recruitment process two to four years levels of gender board diversity. Moreover,
joined the forum online while most of the ahead of a vacancy arising. Where a the percentage of women on Hong Kong
speakers and panellists were present at board has a fixed tenure for its directors, boards has barely climbed two percentage
the conference venue. excepting unforseen events, it will have a points over the last five years.
known date to work towards.
In her welcoming address, Institute Session 1 panellist Bonnie Chan, Head
President Gillian Meller FCIS FCS, pointed Mr Allen also stressed that the board of Listing, Hong Kong Exchanges and
out that having the speakers and panellists should not only be thinking in terms of Clearing Ltd (HKEX), spoke about the
gathered around the same table helps to the getting the right skills, experience measures HKEX has been implementing
facilitate those unscripted, impromptu and competences needed – a primary to improve the situation. IPO candidates
exchanges which are the lifeblood of the consideration should be to build a board with single-gender boards, for example,
Institute’s CGCs, while the webinar format that is sufficiently diverse in terms of age, at least need to have a plan to move
for attendees widens access to the forum. gender and professional background. towards a more diverse composition. As
a result, 800 single-gender boards have
She also set the scene for the day’s The conference devoted a lot of attention pledged to recruit women to their boards
discussions with an overview of the to this issue. The MSCI Women on in one or two years’ time, Ms Chan said.
conference theme: Building the Modern
Board: A 20/20 Vision. ‘This year’s CGC is
Highlights
a return to one of the core concerns for
our profession – how to build and sustain
a board which reflects and promotes
• it takes time for new directors to be fully functional in their roles but their
excellence in governance, is aware of
liabilities start on day one
and takes into account the expectations
of stakeholders, maximises its own • having younger members on the board will help companies stay ahead of
effectiveness, manages risk and pursues the digital curve
continuous improvement,’ she said.
• differences of opinion on the board should be welcomed – dissenting
opinions need to be heard and considered before the board collectively
This month’s cover story highlights some
arrives at its decisions
of the key takeaways from the conference.
November 2020 07
Cover Story
Many companies treat governance as
an afterthought. Often governance is
only addressed when companies need
to write their first governance report.
Bonnie Chan, Head of Listing, Hong Kong Exchanges and
Clearing Ltd
In addition to regulators, investors are companies stay ahead of the digital curve. learn when to speak and when not to
also becoming a lot more concerned ‘Things are changing really fast and I speak,’ Mr Ling said.
about board diversity. Session 1 panellist learn from our staff members who are
Neil Waters, Senior Partner, Egon Zehnder, under 30. It is difficult for senior people He also emphasised that a successful
pointed out that institutional investors to spearhead the kind of change we need; board induction cannot be achieved by
are leading the call for change. He cited that is more likely to come from young the company secretary alone. ‘The key
the guidelines on diversity issued by people,’ Ms Kung said. success factor is getting support from
BlackRock as an example of this. the board and CEO,’ he said. Apart from
Step two: onboarding anything else, this is a practical necessity
‘Hong Kong doesn’t operate in a Once new directors have been recruited since company secretaries need to arrange
vacuum,’ Ms Ko pointed out, and the low to the board, the next step is the formal formal and informal meetings with board
representation of women on boards does onboarding process. Michael Ling, Deputy members and senior management to help
not reflect well on Hong Kong’s status Company Secretary, CLP Holdings Ltd, new directors gain an understanding
as an international financial centre. She focused his Session 1 presentation on of company strategy, organisational
added that imposing a quota of 40% the company secretary’s role in this structure and business operations.
female representation on boards by 2026 process. He emphasised the need to
would enable Hong Kong to stand proud tailor induction and training to individual One onboarding issue discussed in some
among its international peers and move directors’ needs. He added that it is a detail was the apparent disconnect
it towards the ultimate goal of full parity. useful exercise to look at the onboarding between the time it takes for new
It would also give a six-year transition process from the perspective of the new directors to be fully functional in their
period to allow companies to plan and director – in particular, what does this roles and the fact that their liabilities
build internal pipelines. director need to know to be effective start on day one. Responses to a poll
in his or her role? ‘New directors will question about this indicated that 50% of
Session 2 of the conference looked at want to gain a good understanding of attendees believe that it takes a year for a
the related issue of age diversity on the business as a whole, but perhaps new board member to be effective.
boards. Panellist Ann Kung Yeung Yun Chi, even more of a challenge is to gain an
Deputy Chief Executive, Bank of China understanding of the personalities of A key point to bear in mind, Ms Ko
(Hong Kong) Ltd, pointed out that having each board member, and the culture and pointed out, is that new directors may
younger members on the board will help dynamics of the board. This helps them be reticent to ask for what they need.
November 2020 08Cover Story
new directors will want to gain a
good understanding of the business
as a whole, but perhaps even
more of a challenge is to gain an
understanding of the personalities of
each board member, and the culture
and dynamics of the board
Michael Ling, Deputy Company Secretary, CLP Holdings Ltd
They may not be aware, for example, of executive summaries of the board papers Mr Allen emphasised that company
their entitlement to a formal induction can be very helpful to directors. Moreover, secretaries should not to be reticent to
programme, professional development getting the papers well ahead – preferably speak up at board meetings. ‘Don’t wait to
training and professional advice. ‘Company two weeks ahead – of board meetings, be asked to speak,’ he said. He added that
secretaries have an important role to ensure where possible, gives directors the time company secretaries can be very effective
that directors have the information they needed to fully understand the issues to as champions for board performance
need. I have been fortunate to know many be discussed. reviews. On this topic, Mr Auyeung said
company secretaries who have been very boards should be assessed, not only in
diligent about this,’ she said. Ms Shih offered a wealth of practical terms of their experience and expertise,
tips on best practice for board meeting but in terms of their contribution. ‘Regular
Step three: ongoing board support preparation, but she also emphasised performance reviews can help ensure that
In addition to the onboarding functions the need for company secretaries to everyone on the board is contributing to
discussed above, governance professionals, remember that they are the ‘gatekeepers the health of the organisation in terms of
in particular company secretaries, have of good governance’. She ended her its strategic direction – boards learn and
key functions relating to ongoing board presentation by asking practitioners improve with feedback’, he said. He added
support. Both speakers in Session 2 – Rex whether they would be prepared, where that using external consultants for board
Auyeung Pak-kuen, Chairman of MTR they know the directors will approve evaluations every three years will help
Corporation Ltd, and Edith Shih FCG(CS, a deal, to sign the deal before getting boost the effectiveness of these reviews.
CGP) FCS(CS, CGP)(PE), CGI Immediate Past formal approval. This type of corner
International President and Institute Past cutting, she emphasised, however Board dynamics and culture
President, Executive Director and Company expedient it might seem, would represent Bringing together the ingredients of a
Secretary, CK Hutchison Holdings Ltd – a breach of fundamental professional successful board, as discussed above, will
emphasised that effective board meetings standards. She also came to the defence not automatically deliver effective board
start with the preparatory work of company of the company secretary with regard to discussions – you also need to consider
secretaries, in particular the preparation and the question of providing board papers board dynamics and culture.
distribution of board papers. well ahead of board meetings. She pointed
out that a two-week lead time will only While board culture will be heavily
‘The company secretary is my ally,’ Mr be possible if the relevant departments influenced by factors such as the size
Auyeung said, adding that providing provide the necessary information. of the board, the presence of major
November 2020 09Cover Story
shareholder representatives, the balance Turning to board dynamics, Mr Allen In this context, Mr Auyeung added that a
between executive and independent discussed the contribution the board culture founded on a good understanding
members of the board, and the length of Chair can make to facilitating positive among the directors of the vision, mission
director tenure, speakers and panellists dynamics. He emphasised that the Chair and value proposition of the organisation,
emphasised the need to address and needs to support both the executive as well as their own responsibilities as
articulate the kind of culture the board and the non-executive directors. An members of the board, will help manage
seeks to achieve. independent Chair might be seen, for potential conflicts in the boardroom. He
example, as the leader of independents agreed that differences of opinion should
Ms Chan said that one of the most on the board, but he or she needs be welcomed and the focus should be
significant factors influencing board to be a neutral arbiter between the on how such differences are handled.
culture is the personalities on the independents and the executives at ‘The key point is to value different board
board. For this reason, when she reads the board table. He added that the member’s contributions,’ Mr Auyeung said.
prospectuses, she reads the list of directors Chair should avoid the temptation to He advised directors to stay calm, to listen
first. The personalities directing a company, build a board to eliminate diversity actively and to make sure the disputing
she emphasised, need to get their attitude from his or her own views. It is healthy member feels heard.
to governance right from day one. to have directors with different
Many companies treat goverance as an viewpoints on the board – dissenting The Institute’s 12th biennial
afterthought,’ she said. ‘Often governance opinions need to be heard and Corporate Governance Conference
is only addressed when companies need to considered before the board collectively was held on 25 and 26 September
write their first governance report.’ arrives at its decisions. 2020.
Poll results: key highlights
The Hong Kong Institute of Chartered Secretaries’ Corporate Governance Conferences have been using electronic polls for a
number of years to gauge attendee views on the issues under discussion. This year’s poll results give a good snapshot of attitudes
to the top issues in board governance. The answers below relate to attendees’ own boards/companies or those that they know
well. Of respondents to the polls:
• 15% said their boards have no women (75% said their boards have a minority of women)
• 58% said their boards would benefit from more diversity
• 23% said their boards use executive search consultants to find non-executive directors (51% said they did not)
• 35% said their boards would nominate a new independent director they did not already know (56% said they would not)
• 50% believe that it takes a year for a new board member to be effective
• 37% would describe meetings of their boards as ‘really a matter of form’
• 79% agreed that ‘a company and its board have an obligation to act in the interests of all stakeholders’ (18% agreed that the
obligation is to act in the interests of shareholders)
• 88% agreed that their companies should do more than comply with relevant laws and regulations with respect to the
environmental and social aspects of the business, and
• 83% believe that the impact of new technology on their companies in the next five years will be substantial.
November 2020 10Cover Story Adapting to challenging times Corporate Governance Conference 2020 review – part two November 2020 12
Cover Story
This second part of our review of the 12th biennial Corporate Governance Conference of The Hong
Kong Institute of Chartered Secretaries highlights how boards can help organisations navigate the
immediate and long-term challenges of a time of unprecedented change.
T he Hong Kong Institute of Chartered
Secretaries (the Institute) has been
holding its biennial Corporate Governance
– in particular the increasing expectations
regarding environmental and social
performance and the challenges arising
Don’t cut corners
Since the COVID-19 pandemic struck earlier
this year, many organisations in Hong
Conferences (CGCs) for over two decades from digital disruption. Kong have been in ‘survival mode’. Panellist
and over that time its CGCs have addressed Thomas Atkinson, Executive Director with
the impacts of a number of different crises ‘We are facing unprecedented times,’ he responsibility for the Enforcement Division,
– the Severe Acute Respiratory Syndrome said. ‘The word “crisis” doesn’t even begin Securities and Futures Commission (SFC),
(SARS) epidemic in 2003 and the global to describe it.’ pointed out in Session 3 that tough times
financial crisis of 2008, for example. Its often create the conditions in which
latest CGC, held on 25 and 26 September Mr Weir emphasised the need for boards to misconduct can thrive. He warned that
2020, comes at a time of multiple crises, be more vigilant in their risk management directors therefore need to be extra vigilant
including a global pandemic. roles. He stressed that directors need to be with regard to red flags indicating fraud
monitoring the financial forecasts and in and malpractice.
The conference got underway with the particular the liquidity risk on a more
Guest of Honour speech by The Honourable regular basis. He also recommended The SFC is seeing an increase in various
Christopher Hui Ching-yu JP, Secretary that ‘going concern’ issues should be a types of fraud designed to get cash out of
for Financial Services and the Treasury, standing board item and warned that, companies, he said, including fraudulent
The HKSAR Government, setting out the where responsibility for key aspects of pre-payments for services and the use
government’s many initiatives to help risk management is delegated to board of proprietary moneylending companies.
businesses stay afloat, to keep workers in committees and/or senior management, He added that, even where directors are
employment and to facilitate Hong Kong’s ultimate responsibility still rests with the not involved in the fraud themselves,
economic recovery. While these measures board. Finally, he reminded the conference they are culpable if they fail to play their
have been a valuable and timely prop to of the importance of the three C’s – conduct, roles appropriately. ‘Keep an eagle eye
many businesses, Andrew Weir, Regional culture and compliance. ‘How we behave on movements of cash that don’t make
Senior Partner, KPMG Hong Kong, a speaker now will be held to an unforgiving lens, so commercial sense,’ he said, ‘and while the
in Session 3, warned that we should not people who take short cuts to get things current situation lasts, ensure you have
be under any illusion about the difficulties done are missing the big picture,’ he said. proper governance systems that watch
ahead. ‘The next 6 to 12 months are going
to be difficult,’ he said. ‘There is still an
Highlights
excessive optimism about what is coming.’
He pointed out that ‘black swans’ are
• directors need to be extra vigilant with regards to red flags indicating fraud
rare birds, but the current situation is the
and malpractice
consequence of four of them turning up
at once – social unrest, a local recession, • maintaining high standards with regards to directors’ duties and standards
the COVID-19 pandemic and a global is all the more important during the current crisis
recession. Moreover, these challenges are
• the first step in adapting to the changing environment in which
in addition to the ongoing issues that
organisations operate today is to recognise that ‘business as usual’ is no
have been high on the risk agenda of
longer an option
organisations in Hong Kong for some time
November 2020 13Cover Story
how we behave now will be held to
an unforgiving lens, so people who
take short cuts to get things done are
missing the big picture
Andrew Weir, Regional Senior Partner, KPMG Hong Kong
cash depletion. Simply holding board Asked what advice he would give to the issues in sufficient detail so directors
meetings once a month may not young governance professionals starting don’t always spot the problems from the
be enough.’ their careers, Mr Chan pointed out that information they have, particularly where
technology has made access to information they take a ‘form over substance’ approach
In his Session 3 presentation, Dr The relatively easy. ‘It is no longer having to compliance with the rules.
Honourable Moses Cheng GBM GBS JP, knowledge which distinguishes one
Chairman, Insurance Authority, reinforced governance professional from another,’ he Helen Colquhoun, Partner, DLA Piper, also a
the message that maintaining high said, ‘but how they apply that knowledge in panellist in Session 3, stressed that directors
standards with regards to director duties is practice. Execution is not easy so it is how need to be able to devote sufficient time
all the more important during the current you put your knowledge into practice that to the company’s affairs and ask the right
crisis. This is not only about meeting really matters.’ questions during board meetings. ‘Often
compliance obligations, he added, but problems arise when directors accept the
about meeting high ethical standards. Ask hard questions picture painted in the information they
‘Good governance is more than compliance Governance professionals, in particular receive from management and don’t
with laws and regulations,’ he said. company secretaries, play a key role ask the right questions, or don’t ask any
in ensuring that directors have the questions at all,’ she said. These problems
This point was also made by The information they need to effectively are compounded where directors sit on
Honourable Bernard Chan GBM GBS JP, oversee risk, but that task is made all the too many boards, and/or sit on boards
Convenor, Non-Official Members of the more difficult in fast moving situations in jurisdictions where they don’t have a
HKSAR Executive Council. The Closing of stress. Panellist Mark Johnson, Partner, sufficient understanding of the local culture
Session of the conference took the form Debevoise & Plimpton Hong Kong, made and business environment.
of a conversation with Mr Chan on the the point in Session 3 that information
importance of private and public sector from the supply chain doesn’t always reach Take a long-term perspective
governance. ‘Often it takes a crisis to the board and where there are breaks in While addressing the immediate dangers
make you realise the value of governance,’ the information chain, directors are left in presented by the COVID-19 pandemic,
Mr Chan said. He cited his own past as the dark. ‘The real problem is that too many directors should not drop their focus on
an example. ‘When I started I didn’t take people don’t even know the problems are the longer-term strategic issues facing
governance seriously enough. I learned there,’ he said. However this is not always organisations. Keynote Speaker, Professor
from my mistakes and took advantage of down to problems in the information Mervyn King SC, Chair Emeritus of the
the crisis to improve,’ he said. chain, he added. Often boards don’t discuss International Integrated Reporting
November 2020 14Cover Story
Council, pointed out that the first step in they have to ensure short-term survival society provides organisations with a
adapting to the changing environment of their organisations while at the same major competitive advantage. Investors,
in which organisations operate today is time they need to build long-term employees and customers are increasingly
to recognise that ‘business as usual’ is environmental, social and governance concerned about sustainability issues, so
no longer an option. He emphasised that (ESG) strategies that take on board the organisations with a demonstrably positive
‘boards are operating in a completely responsibilities organisations have to environmental and societal impact will
new environment’ and consequently the create value in a sustainable manner. enjoy a lower cost of capital and will be
mindsets of directors have to change. more competitive in the long run.
They need to recognise that the social ESG – an outcomes-based approach
contract for businesses has changed – Professor King emphasised that, in the She added that investors are also taking
‘expectations have moved beyond the emerging environment, there will be more facts-based assessment of the
wealth of the shareholders to the health much greater scrutiny of the outcomes impacts of corporate operations. This
of the company as a whole’, he said. of corporate operations on society. Flora means that public relations exercises,
Wang, Director, Sustainable Investing, where they are not backed up by the facts,
Professor King acknowledged that it is not Fidelity International, a speaker in Session will do more harm than good. ‘Investors
an easy time to be a director. ‘Directors 4, pointed out that providing better and other stakeholders are increasingly
have to be trapeze artists,’ he said, since outcomes for the environment and able to distinguish “greenwashing”
November 2020 15Cover Story
often problems arise when directors accept
the picture painted in the information
they receive from management and don’t
ask the right questions, or don’t ask any
questions at all
Helen Colquhoun, Partner, DLA Piper
from genuine improvements in ESG to a business and constant engagement these platforms are particularly useful as
performance,’ she said. with stakeholders. She added that, while they provide a central information and
that engagement naturally prioritises communication platform, she said.
She cited the example of UK online the ‘inner sanctum’ of stakeholders,
retailer Boohoo. In July 2020, the such as customers, employees and the Just as important as using relevant tech
company lost a third of its market value local community, non-governmental tools for board support, however, is the
in just a few days following reports of organisations (NGOs) also bring value to need to understand the risks involved.
poor working conditions and below- the process. Speaker Lee Wan Lik, Founder, Azeus
minimum wage pay in its UK supply Systems Holdings, warned that even
chain, which was a shock to the market Staying ahead of the digital curve something as ubiquitous as cloud-based
as the company had a strong ESG rating Another major strategic issue for boards IT solutions have implications for data
by third parties, particularly on supply is the need to accelerate and navigate security. Where cloud-based IT solutions
chain management. However, Fidelity’s the inevitable transition to the digital are used for sensitive data, the potential
internal rating for the company was economy era. Panellist Dr Lee George Lam vulnerabilities should be addressed by
always low because the analyst was not BBS, Chairman of Hong Kong Cyberport governance professionals and the board,
convinced by the company’s claim about Management Company Ltd, made the he said. They need to consider the risks
strengthening supply chain management point that this issue clearly has important of data breaches when the data is in
with its profit margin remaining ever implications for board and management transmission and the question of where
strong. This highlights investors’ recruitment. Boards need be ‘tech savvy’ the data is stored.
capability of seeing through company he said, and this means not only getting
claims with their understanding of directors with relevant expertise and Panellist Neil McNamara FCIS FCS,
business fundamentals. mindset on the board, but also having a Institute Past President and Corporate
tech savvy management team in place. Secretary, Livi Bank Ltd, highlighted the
Pat Dwyer, Founder and Director, The fact that boards need to work a lot faster
Purpose Business, a panellist in Session Panellist Catharine Wong, Head of Share than they may have been used to in the
4 and a speaker in the webinar ESG In Registry and Issuer Services, Tricor past to keep up with the pace of change.
Practice held on the second day of the Services Ltd, pointed out that there are ‘The pace of change has been faster in
conference, pointed out that effective many tech tools available to company the last five years that in the previous 25
management of ESG risks has become a secretaries in their board support years and I can’t imagine it getting any
survival issue in the current environment. work. E-board platforms, for example, slower. Directors are facing increasing
She highlighted two essential components have quickly become the norm. Where challenges in terms of what is expected
of this – identifying what is most material directors are geographically dispersed, of them,’ he said.
November 2020 16Cover Story
™
November 2020 17Mainland Report From financial management to corporate governance A personal journey Chen Liping, Executive Director and General Manager of CSSC Offshore & Marine Engineering (Group) Company Ltd, offers an interesting perspective on the role of the board secretary based on his own experience transitioning from financial management to governance. November 2020 18
Mainland Report
I n October 2009, I bid farewell to my
position as the Chief Accountant
of Guangzhou Wenchong Shipyard
Through the joint efforts of the company’s
management and the financial department,
from 2010 to 2015, the company gained
also pay attention to listing rules. From
the accurate disclosure of accounting
information, such as financial reports and
Company Ltd, and transferred to more than RMB700 million in financial performance forecasts, to the compliance
Guangzhou Shipyard International income. Deficiencies at the operating level requirements for connected transactions,
Company Ltd (GSI), which was renamed were also gradually reversed, main gross refinancing, fund management and
CSSC Offshore & Marine Engineering profit steadily increased and the company accounting policy changes, the financial
(Group) Company Ltd (COMEC) in May started to grow again. officer must be familiar with relevant
2015. At that time, affected by the rules and best practices must be in
international financial crisis, the global Through my work in financial place. In order to meet these compliance
shipbuilding market was faced with management, I started to appreciate requirements, listed companies must have
unprecedented adjustments. As the the huge difference between non-listed a solid financial management system and
world’s largest shipbuilding country, the and listed companies. Listed companies continue to improve their governance
Mainland has been severely impacted by are public companies and need to be standards in financial information
the slowdown in world economic growth, supervised by regulatory agencies disclosure mechanisms, building teams
as well as a sharp decline in shipping and the general public, therefore the of diverse talents, as well as setting
trade. The reform and development of company’s finances must be rigorous up financial management norms and
GSI was greatly impacted. The company’s and standardised. For listed companies, systems. These experiences all laid the
A share stock price dropped from its peak financial information is an important foundation for my later career as a
at RMB100 to around RMB11, and its H indicator reflecting operational quality, governance professional.
share stock price also dropped to as low so it must be timely, complete, accurate
as around HK$7. and objective. This not only affects the Moving to the next level
judgement of information users, but In 2012, although GSI made great efforts
Against this backdrop, the company’s also directly affects corporate credibility to adjust its structure, reduce costs and
management team was eager to break and the company’s market image, increase efficiency, due to the overall
through the constraints brought by which further affects the company’s industry environment, there was no
the economic crisis and this posed a performance on fundraising, market value enthusiasm for trading of the company’s
great challenge for me when I started management and the implementation of stocks in the secondary market and the
my work. As the company faces corporate strategies. company’s stock price was also hovering
the international market and is a low. That year I was appointed as the
manufacturing enterprise that makes People in charge of the financial board secretary and began to work more
export-oriented ships, any fluctuations management of listed companies must closely supporting regular board meetings
in the exchange rate will have a huge
impact on the company’s performance. Highlights
Therefore, addressing exchange rate
exposure became an important part
of my role after I took office. Leading • the Institute’s training and annual roundtable meetings helped Mr Chen
the company’s financial department, transition from his role as chief financial officer to that of board secretary
I improved the exchange rate risk
prevention and control system, making • Mr Chen’s experience as a director, chief financial officer and board secretary
it able to compare market exchange has given him a good awareness of how many different roles are involved in
rate, rate changes and capital costs. I ensuring good governance
also hedged risks through a variety of • his experience in assisting his company in a major restructuring project also
innovative methods, including forward enabled him to learn the valuable role of the board secretary in many different
settlements and factoring, to prevent areas of corporate operations and governance
losses and create financial gains.
November 2020 19Mainland Report
and handling information disclosure,
investor relations management and other
corporate governance work. a board secretary is not only the coordinator
of company meetings and the executor of
As the person who used to be in charge of
financial management, I had participated information disclosures, but is also a spokesperson
in the formulation of the company’s for all parties involved in governance and the
strategy and decision-making on important
matters. I also fully understood the key person in a listed company to ensure best
company’s operating conditions. Because corporate governance practices
of my participation in the formulation
and implementation of the company’s
business plan, I could more accurately
grasp the current market environment, market trends and industrial policies in to relocate. In order to effectively solve
the measures taken by the company to the Mainland, and decided to initiate the company’s capacity bottlenecks and
respond to market competition and its major mergers and acquisitions in order capacity transfer issues, and give full play
potential financial impacts. I could also to seize the opportunities provided by to the company’s competitive advantages
give investors a more comprehensive capital acquisitions. From 2013 to 2015, in brand, technology, experience,
understanding of the company. the company implemented two major management and other aspects, the
asset reorganisations. The first involved company took the initiative to launch the
However, I needed to have a deeper the issue of H shares from May 2013 to reorganisation in 2013.
understanding of the regulatory rules and February 2014 in order to raise cash for
information disclosure procedures, and I low-level acquisitions of 100% equity However, the issue of H shares
also needed to deepen my understanding of Guangzhou Longxue Shipbuilding Co encountered several major obstacles
of corporate governance and strategic Ltd (Longxue Shipbuilding). The second – the first being the disagreement of
development. This was when, by chance, involved the issue of A shares from April internal and external directors; second
I came into contact with the work of 2014 to April 2015; these funds, together the target’s issue price per share was
The Hong Kong Institute of Chartered with cash payments, would enable lower than the company’s net assets; and
Secretaries (the Institute). From the the purchase of 100% equity of CSSC third was that the target’s underlying
corporate governance training organised Huangpu Wenchong Shipbuilding Co Ltd debts were close to 100%, and the
by the Institute to its annual roundtable and the shipbuilding assets of Yangzhou acquisition in a sustained downturn in
meetings, the Institute provided me Kejin Shipbuilding Co Ltd. the shipbuilding sector was not in line
with effective help at a stage when with market sentiment. As a major and
I needed theoretical guidance and The acquisition of the Longxue unprecedented transaction, the road
practical experience the most. These Shipbuilding was a second attempt. ahead was difficult and dangerous.
experiences deepened my knowledge and The first attempt, made in 2008, was Almost no large foreign investment
understanding of corporate governance terminated due to various reasons. In banking institution was willing to
and company operation from all aspects. 2008, both the capital market and the support the acquisition, which was
Since 2012, I have been an Affiliated shipbuilding industry were in downturn. considered to be high risk. However,
Person (AP) of the Institute and a Trading of the company’s A share and H from the perspective of the company’s
supporter of the professional development share stocks was not enthusiastic, but the strategic development, as the board
of the Institute in the Mainland. company was in urgent need of larger secretary, I always firmly believed that
shipbuilding sites and facilities due to it was right to persevere – progress
In 2013, the Clarkson’s Newbuilding the restricted capacity of its old factories. is achieved by people and we must
Price Index gradually bottomed out. Due to municipal planning, the company’s innovate with courage while remaining
GSI’s management began to study old factories were also under pressure in accordance with the rules.
November 2020 20Mainland Report
I organised many preparatory meetings, communicate with independent financial Singapore and other places. Through
and provided a lot of information and consultants, controlling shareholders, the intensive centralised roadshows and
legal opinions relating to the Longxue China Securities Regulatory Commission continuous communication with
Shipbuilding project and the benefits to the (CSRC), Hong Kong’s Securities and Futures investment institutions and investors,
long-term development of the company, Commission (SFC), the Stock Exchange of we were able to focus the discussion
as well as the protection measures of Hong Kong (the Exchange), the Shanghai on the significance of the issuance to
the interests from small and medium Stock Exchange and the State-owned the company’s business strategy and
shareholders and independent directors. Assets Supervision and Administration future performance prospects, and have
This finally eliminated the doubts of the Commission of the State Council on many successfully won the support of a large
independent directors, and the project plan occasions. Finally, we successfully issued number of investment institutions and
was successfully approved by the board of the shares. investors. The issue was finally approved
directors. In order to obtain the approval by the SFC, the Exchange and the CSRC.
of the State-owned Assets Supervision To promote the acceptance of issuing The company’s first capital transaction
and Administration Commission of the H shares by the capital market and since its listing was then completed.
State Council to issue shares lower than small and medium shareholders,
their net asset value, I organised meetings we asked management to conduct Assisting this project also became a
for the management to coordinate and roadshows in Shanghai, Hong Kong, milestone for me in transitioning to
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November 2020 21Mainland Report
work ensuring compliance with the requirements and zero mistakes at work.
regulatory requirements of both places, I recognise the importance of holding
the Institute provided participating in capital operations and regular board meetings and ensuring
me with effective promoting best governance practices quality information disclosure. My
to companies. mission is to constantly improve the level
help at a stage when of corporate governance and continue to
I needed theoretical In March 2016, I was appointed as an promote convergence to best practices in
executive director and general manager listed companies.
guidance and practical of COMEC. Since taking over as the
experience the most general manager, I have promoted Chen Liping
good governance, and at a higher level Executive Director and General
and in greater depth. As an executive Manager
director and general manager, I adhere CSSC Offshore & Marine
to the concept of high standards, strict Engineering (Group) Company Ltd
a role as governance professional.
I had already become deeply aware
that a board secretary is not only the A polymath perspective on governance
coordinator of company meetings and
the executor of information disclosures,
but is also a spokesperson for all parties Are the roles of board secretaries, directors and general managers closely
involved in governance and the key related? Chen Liping believes that although the roles of general managers, chief
person in a listed company to ensure finance officers and board secretaries are different, and the way they each
best corporate governance practices. The participate in corporate governance differs, they all share common goals and
important role of the board secretary in play the same role in promoting the company’s long-term development strategy.
corporate governance and the capital The board secretary, a key position in corporate governance, requires solid
operations of listed companies will be knowledge in finance, law and governance. Board secretaries are responsible
increasingly recognised. for supporting the company’s board meetings, information disclosure and legal
compliance. As part of the company’s senior management, they also need to
Climbing to the top understand and participate in the company’s operations management, assist
In the course of my work, I have in capital transactions and strategic planning, and provide suggestions for the
always adhered to the principles company’s long-term development.
promoted by the Institute. As an AP
of the Institute, I have always been As the link between the company and the capital market, board secretaries
committed to the formulation and also need to effectively coordinate internal and external relations, and
implementation of good corporate connect with shareholders, regulatory bodies and the media, in order to
governance policies. I also regularly maintain the company’s market image and enhance the company’s value.
participate in the corporate governance The above-mentioned roles not only make board secretaries important in the
training organised by the Institute, areas of governance and the operations for listed companies, but also widen
and study the laws and regulations the opportunities for career development. Mr Chen’s financial management
related to company secretaries and experience gave him a good grasp of business management. This, combined with
company administration. The Institute his experience as a board secretary, has made him an outstanding role model for
has deepened my understanding of law, people who wish to become chief corporate governance officers.
finance, strategic development, corporate
management and corporate governance Kenneth Jiang FCIS FCS(PE), Chief Representative, Beijing Representative
in both Shanghai and Hong Kong, and I Office of The Hong Kong Institute of Chartered Secretaries
have gained practical experience in my
November 2020 22You can also read
