Governance Gatekeepers
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For enquiries, please call the Professional Development Section on 2881 6177 or email: [email protected]. www.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) ACRU_2021_new_2.indd 1 17/5/2021 4:10 PM Good governance comes with membership May 2021 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 by Ninehills Media and is sent to members and of the profession of Chartered Secretary and Chartered Governance Professional in Hong Kong and throughout the mainland 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. 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 2017, CSIA was relocated to Hong Kong where it operates Views expressed are not necessarily the views of as a company limited by guarantee. CSIA aims to give a global voice to corporate secretaries and governance professionals. The Hong Kong Institute of Chartered Secretaries HKICS has over 6,000 members and 3,200 students. or Ninehills Media. Any views or comments are for Council 2021 Committee chairmen reference only and do not constitute investment or legal advice. No part of this magazine may be Gillian Meller FCG FCS – President Audit Committee: reproduced without the permission of the publisher David Simmonds FCG FCS – Vice-President Ernest Lee FCG FCS or The Hong Kong Institute of Chartered Secretaries. Ernest Lee FCG FCS – Vice-President Education Committee: Natalia Seng FCG FCS(PE) Paul Stafford FCG FCS – Vice-President Circulation: 8,200 Membership Committee: Daniel Chow FCG FCS(PE) – Treasurer Annual subscription: HK$2,600 (US$340) David Simmonds FCG FCS Loretta Chan FCG FCS To subscribe call: (852) 3796 3060 or Nomination Committee: Tom Chau FCG FCS email: [email protected] Edmond Chiu FCG FCS(PE) Edith Shih FCG(CS, CGP) FCS(CS, CGP)(PE) Professional Development Committee: Wendy Ho FCG FCS(PE) Loretta Chan FCG FCS Editorial Board Stella Lo FCG FCS(PE) Ellie Pang Dr Guo Hua Wei Professor CK Low FCG FCS Kieran Colvert Professor CK Low Natalia Seng FCG FCS(PE) Secretariat Frank Paul Michael Li Bill Wang FCG FCS Ellie Pang Chief Executive Robin Healy Tracy Lam Xie Bing FCG FCS Mohan Datwani FCG(CS, CGP) FCS(CS, CGP)(PE) Deputy Ernest Lee Mohan Datwani Wendy Yung FCG FCS Chief Executive Ma Jin Ru Desmond Lau David Fu FCG FCS(PE) - Past President Louisa Lau FCG FCS(PE) Registrar Carman Wong FCG FCS(PE) Company Secretary Credits Membership and studentship statistics Desmond Lau ACG ACS Director, Professional Development Kieran Colvert Harry Harrison update Melani Au ACG ACS Senior Manager, Membership Editor Illustrator (cover) As of 31 March 2021, the statistics were as follows: Karen Ho Senior Manager, Finance and Accounting Ester Wensing Images Students: 3,138 Associates: 5,907 Kenneth Jiang FCG FCS(PE), Beijing Representative Office Art Director 123rf.com Graduates: 408 Fellows: 751 Chief Representative Contributors to this edition The Hong Kong Institute of Chartered Secretaries Sharan Gill Richard Mazzochi (Incorporated in Hong Kong with limited liability by guarantee) Writer and lawyer David Lam 3/F, Hong Kong Diamond Exchange Building, 8 Duddell Street, Central, Hong Kong Fiona Donnelly King & Wood Mallesons Tel: (852) 2881 6177 Fax: (852) 2881 5050 Red Links Email: [email protected] (general) [email protected] (professional development) Laks Meyyappan [email protected] (member) [email protected] (student) Savoy Lee Website: www.hkics.org.hk Georgeson Beijing Representative Office Advertising sales enquiries Rm 15A04A, 15A/F, Dacheng Tower, No 127 Xuanwumen West Street, Xicheng District, Beijing, 100031, PRC Ninehills Media Ltd Tel: (86) 10 6641 9368 Fax: (86) 10 6641 9078 Email: [email protected] Tel: (852) 3796 3060 Website: www.hkics.org.cn Jennifer Luk Email: [email protected] The Chartered Governance Institute Frank Paul Governance Institute of Governance New Zealand The Chartered Governance Email: [email protected] Australia PO Box 444 Institute Level 10, 5 Hunter Street Shortland Street c/o MCI UK Sydney, NSW 2000 Auckland 1015 Durford Mill, Petersfield Ninehills Media Ltd Australia New Zealand Hampshire, GU31 5AZ 12/F, Infinitus Plaza Tel: (61) 2 9223 5744 Tel: (64) 9 377 0130 United Kingdom 199 Des Voeux Road Fax: (61) 2 9232 7174 Fax: (64) 9 366 3979 Tel: (44) 1730 821 969 Sheung Wan Hong Kong The Chartered Governance The Singapore Association ICSA: The Chartered Institute of Canada of the Institute of Chartered Governance Institute Tel: (852) 3796 3060 202–300 March Road Secretaries & Administrators Saffron House, 6–10 Kirby Street Fax: (852) 3020 7442 Ottawa, ON, Canada K2K 2E2 149 Rochor Road London EC1N 8TS Internet: www.ninehillsmedia.com Tel: (1) 613 595 1151 #04–07 Fu Lu Shou Complex United Kingdom Email: [email protected] Fax: (1) 613 595 1155 Singapore 188425 Tel: (44) 20 7580 4741 © Copyright reserved Tel: (65) 6334 4302 Fax: (44) 20 7323 1132 MAICSA: The Governance Fax: (65) 6334 4669 ISSN 1023-4128 Institute The Institute of Chartered No 57 The Boulevard The Chartered Governance Secretaries & Administrators Mid Valley City Institute of Southern Africa in Zimbabwe Lingkaran Syed Putra PO Box 3146 PO Box CY172 59200 Kuala Lumpur Houghton 2041 Causeway Harare Malaysia Republic of South Africa Zimbabwe Tel: (60) 3 2282 9276 Tel: (27) 11 551 4000 Tel: (263) 4 702170 Fax: (60) 3 2282 9281 Fax: (27) 11 551 4027 Fax: (263) 4 700624 Contents Cover Stories INEDs and the company secretary 06 Sharan Gill, writer, lawyer and CSj contributor, looks at the unique relationship between independent non-executive directors (INEDs) and company secretaries in their key roles as governance gatekeepers. Board independence 12 A new consultation paper issued in April 2021 by Hong Kong Exchanges and Clearing Ltd (HKEX) makes a number of proposals to enhance board independence, promote board refreshment and succession planning, and strengthen the role of the nomination committee. In Focus Climate-related disclosure 16 The saying goes that ‘all roads lead to Rome’. Fiona Donnelly, Director, Red Links, argues that the same sentiment could apply to the climate-related disclosure recommendations of the Task Force on Climate-related Financial Disclosures. ESG and cross-functional teams 20 Laks Meyyappan, Chief Executive Officer for Australasia, and Savoy Lee, Director and Head of Corporate Advisory for Asia, Georgeson, offer insights into how to get the most out of cross-functional teams dedicated to environmental, social and governance (ESG) reporting. Technical Update LIBOR transition – Hong Kong and the Mainland 24 Richard Mazzochi and David Lam, King & Wood Mallesons, summarise the key points that are most regularly considered in Hong Kong and the Mainland regarding the transition from LIBOR to risk-free rates (RFR). Careers in Governance Mike Chan and Mung-Lam Suen 30 Our final Careers in Governance column offers personal and professional profiles of Mike Chan FCG FCS and Mung-Lam Suen FCG FCS. HKICS News President’s Message 04 Institute News 34 Student News 46 President’s Message A special relationship 14 of the Listing Rules) states that all complex issues with lawyers, accountants directors should have access to the and directors, as well as with human advice and services of the company resources, risk management and investor secretary to ensure that board relations staff, is a key part of the value we procedures and all applicable laws, bring to the organisations we work for. rules and regulations are followed. While this goes for all directors, it is One of this month’s In Focus articles particularly critical for INEDs because – ‘ESG and cross-functional teams’ – they will not be as close to the provides an interesting perspective on company’s business as their executive the dynamics involved in building such colleagues.