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C Secretary Ar09 2

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  • 1. The Hong Kong Institute of Chartered Secretaries 香港特許秘書公會 Hong Kong Office 香港辦事處 3F., Hong Kong Diamond Exchange Building, 8 Duddell Street, Central, Hong Kong 香港中環都爹利街8號香港鑽石會大廈3樓 Tel 電話: (852) 2881 6177 Fax 傳真: (852) 2881 5050 Email 電郵: ask@hkics.org.hk Website 網址: www.hkics.org.hk Beijing Representative Office 北京代表處 Rms 1014-1015, 10F., Jinyu Mansion, No. 129 Xuanwumen Xidajie, Xicheng District, Beijing, China P.C. 100031 北京市西城區宣武門西大街甲129號金隅大廈10層1014-1015室 郵政編號100031 Tel 電話: (8610) 6641 9368 Fax 傳真: (8610) 6641 9078 Email 電郵: bro@hkics.org.hk Website 網址: www.hkics.org.hk TheHongKongInstituteofCharteredSecretaries香港特許秘書公會AnnualReport2009
  • 2. Chartered Secretaries 2009 Annual Report 2 Chartered Secretaries 2009 Annual Report 3 The Hong Kong Institute of Chartered Secretaries 香港特許秘書公會 Chartered Secretaries. More than meets the eye. 特許秘書. 潛能. 超越所見. The Hong Kong Institute of Chartered Secretaries is an independent professional body with approximately 5,000 members including graduates and 2,500 students. It is dedicated to the promotion of its members’ role in the formulation and effective implementation of good corporate governance policies in Hong Kong and throughout China as well as the advancement of the profession of Chartered Secretary. The Institute was first established in 1949 as an association of Hong Kong members of the Institute of Chartered Secretaries and Administrators (ICSA) of London. It became a branch of ICSA in 1990 before gaining local status in 1994 and changing its name to The Hong Kong Institute of Company Secretaries. In July 2005, the Institute changed its name to The Hong Kong Institute of Chartered Secretaries. The Institute retains its close relationship with ICSA, and all the Institute’s members are also ICSA members. President’s Report 2 Financial Highlights 6 Report of Council 8 Calendar of Significant Events 12 The Institute and our Members 24 Members’ Profile 2 8 The Institute and our Students 30 Students’ Profile 32 The Institute and the Regulators 34 The Institute and Mainland China 36 Affiliated Persons’ Profile 45 The Institute and the ICSA 46 The Institute and Other Professional and Academic Bodies 47 Council Members’ Biographies 51 Council Committees, Panels, Working Groups and Task Forces 55 Institute Representatives serving on External Panels, Committees and Working Groups 61 Secretariat 63 Independent Auditors’ Report 66 Audited Financial Statements Income Statement 67 Balance Sheet 68 Cash Flow Statement 69 Statement of Changes in Reserves 70 Notes to the Financial Statements 71 Appendix – ECPD Programme Seminar Report 83 Contents
  • 3. 4 Chartered Secretaries 2009 Annual Report 5 Your Council identified ten initiatives at the beginning of the year. Some were carried over from previous years and others were new, all are important to the future of our profession. Our first priority was to restructure the Institute and secretariat in order that we are able to meet the challenges in the years ahead, especially those we anticipate to encounter in Mainland China. With increased regulatory pressure, a raised profile and the massive challenge of establishing the profession of Chartered Secretary in Mainland China, your Council decided to dissolve the Executive Committee and its role, in monitoring the finances and operations of the Secretariat, was taken over by the Council. From January 2008 onwards, we held a Council meeting every calendar month. The China Affairs Committee (CAC) was dissolved as of 1 August 2008 and its activities incorporated into the three remaining Committees of Council which President’s Report an opportune moment to refurbish the current office. Your Institute purchased the current office in 2004 and this will be the first proper refurbishment since then. As mentioned, the Council has decided that the opportunities in both Hong Kong and the Mainland are best served by a more efficient and streamlined Institute. Whilst the Hong Kong area of our ICSA designated territory has been well catered for the Mainland, being virgin territory in terms of the Chartered Secretary profession, has presented different challenges. The China strategy, are now accountable for the Institute’s activities in Mainland China as well as those in Hong Kong. By creating a more secretariat and committee structure the Council and its committees can focus on their relevant areas of expertise in the entire territory. This in turn allows the committees to allocate whatever resources they feel relevant in order to get the job done, especially where projects on the Mainland are concerned. The CAC has done a fantastic job over the years under the leadership of Vice President Maurice Ngai, but in order to maintain the momentum built up by the CAC it was felt that, as in Hong Kong, specialist committees should be able to bring all of their resources to bear on the projects they felt most important, whether they be in Hong Kong or the Mainland. As far as the secretariat is concerned, a new position was opened in Shanghai and first designed in 2004, has served us well, and we are working from a firm base. However, the first phase of that strategy, the Affiliated Persons programme is now a mature and established programme, we therefore need additional initiatives to maintain the momentum of progress we have built up on the Mainland. These include establishing the Institute’s qualifying scheme on the Mainland (i.e. the International Qualifying Scheme or IQS), both in its Hong Kong format and a new Mainland IQS with suitable Your Council identified ten initiatives at the beginning of the year. Some were carried if feasible we will establish an office similar to the Beijing Representative Office in Shanghai. In the head office in Hong Kong, four new positions were created. The first was the appointment of a General Manager to focus on Mainland issues as well as be the official number two to the Chief Executive. The General Manager has to integrate and co-ordinate activities and projects on the Mainland between the three Committees of Council as well as the supporting teams/staff of the Secretariat among the offices in Hong Kong, Beijing and Shanghai. The new position was advertised and our then Director, Education and Examinations and Company Secretary, Louisa Lau was selected to take up the new position as General Manager. As a consequence Education and Examinations has been recruited to fill the vacancy left by Louisa’s promotion. The second position created was the appointment of a secretary to the General Manager. The third appointment was the appointment of the Institute’s first ever dedicated Manager, Marketing. The new branding and corporate identity programme of last year has created many opportunities to expand the marketing horizons of the profession, but in order to fully exploit these it was felt necessary to have a dedicated professional. The new Manager, Marketing will start in January 2009. The fourth appointment, a Research Assistant, will increase our research capacity and will probably be filled in early 2009. The new appointments and new branding of the profession have presented us with Your Council identified ten initiatives at the beginning of the year. Some were carried over from previous years and others were new, all are important to the future of our profession. Your Council identified ten initiatives at the beginning of the year. Some were Natalia K.M.Seng President As mentioned, the Council has decided that the opportunities in both Hong Kong and the Mainland are best served by a more efficient and streamlined Institute. Chartered Secretaries 2009 Annual Report
  • 4. Chartered Secretaries 2009 Annual Report 6 Chartered Secretaries 2009 Annual ReportChartered Secretaries 2009 Annual Report Your Council identified ten initiatives at the beginning of the year. Some were carried over from previous years and others were new, all are important to the future of our profession. Our first priority was to restructure the Institute and secretariat in order that we are able to meet the challenges in the years ahead, especially those we anticipate to encounter in Mainland China. With increased regulatory pressure, a raised profile and the massive challenge of establishing the profession of Chartered Secretary in Mainland China, your Council decided to dissolve the Executive Committee and its role, in monitoring the finances and operations of the Secretariat, was taken over by the Council. From January 2008 onwards, we held a Council meeting every calendar month. The China Affairs Committee (CAC) was dissolved as of 1 August 2008 and its activities incorporated into the three remaining Committees of Council which are now accountable for the Institute’s activities in Mainland China as well as those in Hong Kong. By creating a more secretariat and committee structure the Council and its committees can focus on their relevant areas of expertise in the entire territory. This in turn allows the committees to allocate whatever resources they feel relevant in order to get the job done, especially where projects on the Mainland are concerned. The CAC Education and Examinations has been recruited to fill the vacancy left by Louisa’s promotion. The second position created was the appointment of a secretary to the General Manager. The third appointment was the appointment of the Institute’s first ever dedicated Manager, Marketing. The new branding and corporate identity programme of last year has created many opportunities to expand the marketing horizons of the profession, but in order to fully exploit these it was felt necessary to have a dedicated professional. The new Manager, Marketing will start in January 2009. The fourth appointment, a Research Assistant, will increase our research capacity and will probably be filled in early 2009. The new appointments and new branding of the profession have presented us with an opportune moment to refurbish the current office. Your Institute purchased the current office in 2004 and this will be the first proper refurbishment since then. As mentioned, the Council has decided that the opportunities in both Hong Kong and the Mainland are best served has done a fantastic job over the years under the leadership of Vice President Maurice Ngai, but in order to maintain the momentum built up by the CAC it was felt that, as in Hong Kong, specialist committees should be able to bring all of their resources to bear on the projects they felt most important, whether they be in Hong Kong or the Mainland. As far as the secretariat is concerned, a new position was opened in Shanghai and if feasible we will establish an office similar to the Beijing Representative Office in Shanghai. In the head office in Hong Kong, four new positions were by a more efficient and streamlined Institute. Whilst the Hong Kong area of our ICSA designated territory has been well catered for the Mainland, being virgin territory in terms of the Chartered Secretary profession, has presented different challenges. The China strategy, first designed in 2004, has served us well, and we are working from a firm base. However, the first phase of that strategy, the Affiliated Persons programme is now a mature and established programme, we therefore need additional initiatives to maintain the momentum of progress created. The first was the appointment of a General Manager to focus on Mainland issues as well as be the official number two to the Chief Executive. The General Manager has to integrate and co-ordinate activities and projects on the Mainland between the three Committees of Council as well as the supporting teams/staff of the Secretariat among the offices in Hong Kong, Beijing and Shanghai. The new position was advertised and our then Director, Education and Examinations and Company Secretary, Louisa Lau was selected to take up the new position as General Manager. As a consequence Chartered Secretaries 2009 Annual Report President’s Report The new branding and corporate identity programme of last year has created many opportunities to expand the marketing horizons of the profession, but in order to fully exploit these it was felt necessary to have a dedicated professional As mentioned, the Council has decided that the opportunities in both Hong Kong and the Mainland are best served by a more efficient and streamlined Institute. 7 we have built up on the Mainland. These include establishing the Institute’s qualifying scheme on the Mainland (i.e. the International Qualifying Scheme or IQS), both in its Hong Kong format and a new Mainland IQS with suitable Your Council identified ten initiatives at the beginning of the year. Some were carried over from previous years and others were new, all are important to the future of our profession. Natalia K. M. Seng President Hong Kong, 11 November 2008
  • 5. 8 Chartered Secretaries 2009 Annual Report 9 Chartered Secretaries 2009 Annual Report Financial Highlights . 2007/08 Income Portion 10% Examination fees received 65% Subscriptions 21% Revenue from functions held 4% Sundry income 40% Staff costs 3% Depreciation & amortisation expenses 9% Direct cost of functions held 4% Institute’s service charges 13% Promotion & public relations 13% Publications and printing 5% Student services 13% Utilities & sundry expenses 2007/08 Expenditure Portion Total income Total expenditure Surplus/ (Deficit)716 HK$’000 04 05 06 07 08 Remark: Total income included bank interest & investment income. Surplus/(Deficit) Comparison 2004-2008 15,484 14,569 915 19,578 16,487 3,091 16,379 16,613 -234 20,217 19,501 21,747 24,450 -2,703 Total income Total expenditure Surplus/ (Deficit)716 HK$’000 04 05 06 07 08 Remark: Total income included bank interest & investment income. Surplus/(Deficit) Comparison 2004-2008 15,484 14,569 915 19,578 16,487 3,091 16,379 16,613 -234 20,217 19,501 21,747 24,450 -2,703 Total income Total expenditure Surplus/ (Deficit)716 HK$’000 04 05 06 07 08 Remark: Total income included bank interest & investment income. Surplus/(Deficit) Comparison 2004-2008 15,484 14,569 915 19,578 16,487 3,091 16,379 16,613 -234 20,217 19,501 21,747 24,450 -2,703 Total income Total expenditure Surplus/ (Deficit)716 HK$’000 04 05 06 07 08 Remark: Total income included bank interest & investment income. Surplus/(Deficit) Comparison 2004-2008 15,484 14,569 915 19,578 16,487 3,091 16,379 16,613 -234 20,217 19,501 21,747 24,450 -2,703
  • 6. Chartered Secretaries 2009 Annual Report 10 Chartered Secretaries 2009 Annual Report 11 It is dedicated to the promotion of its members’ role in the formulation and effective implementation of good corporate governance policies in Hong Kong and throughout China as well as the advancement of the profession of Chartered Secretary
  • 7. Chartered Secretaries 2009 Annual Report 12 Chartered Secretaries 2009 Annual Report 13 98 August 2007 Enhanced Continuing Professional Development (ECPD) Programme During this CPD year, over 70 seminars and workshops were held covering a wide range of industry-related topics. A list of the seminars and workshops can be found on pages 83 to 88. Company Secretaries Panel (CSP) Luncheon The CSP luncheon on 13 September was attended by Martin Wheatley, Chief Executive Officer of the Securities and Futures Commission (SFC), and other senior SFC executives. Calendar of Significant Events Lingnan University Orientation Camp A career talk for over 100 freshmen was held at the orientation camp for Business Administration Society of ingnan University Student’s Union on 8 August. Seminar to Lingnan University students Baptist University Economic Society Orientation Camp A career talk was organised at the Orientation Camp for the Economics Society, Student Union of Hong Kong Baptist University on 17 August. September 2007 President’s Official Visit to Beijing An official visit to Beijing took place on 5 September. The Institute’s President and delegates met with representatives from the China Securities Regulatory Commission (CSRC) and the State-owned Assets Supervision and Administration Commission of the State Council, and held a gathering with Institute’s Affiliated Persons. Chartered Secretaries 2009 Annual Report
  • 8. Chartered Secretaries 2009 Annual Report 14 Chartered Secretaries 2009 Annual Report 15 President Natalia K.M. Seng, FCIS FCS(PE) , MBA (Executive) Mrs. Seng is an Executive Director of Tricor Group. As Joint Head of Corporate Services and China Consultancy Services, she is responsible for the strategic development of the group’s corporate services in Hong Kong and Mainland China. She also plays a key role in advising listed and private company clients on corporate governance, regulatory and compliance issues. With the support from her professional teams, she is the outsourced company secretary of a number of listed issuers (including an H-share company and the manager of a listed REIT). Mrs. Seng joined the Institute Council in 1996. She was Chairman of the Education Committee from 1999 to 2000 and from 2003 to 2006. She was elected President of the Institute in 2006. Professor Alan K.M. Au, FCIS FCS, FHKIM, MBA, MMS, PhD Professor Au, a Professor with The Open University of Hong Kong (OUHK), heads the Marketing, Management and Decision Science Strand of the Lee Shau Kee School of Business and Administration. His portfolio includes managing the BBA (Hons) in Corporate Administration, Master of Corporate Governance, and Doctor of Business Administration programmes. He is also a member of the Council and the Senate of OUHK. Before joining OUHK, Professor Au served in various academic positions in Hong Kong and New Zealand. He has published widely in international refereed journals, covering areas such as business ethics, global management and marketing. He is a Regional Editor for Cross-Cultural Management Journal and has undertaken associate editorships with two international journals. Council Members’ Biographies Vice-Presidents April W.Y. Chan, FCIS FCS(PE) Mrs. Chan is Company Secretary of CLP Holdings Ltd. She has extensive experience in company secretarial practices and has been instrumental in developing and implementing the corporate governance framework in CLP. Mrs. Chan joined the Institute Council in July 2004. She was Chairman of the Membership Committee in 2005 and 2006. She is currently Vice-President and the Chairman of the Company Secretaries Panel. Maurice W.F. Ngai, FCIS FCS(PE), CPA, ACCA, MCF, MBA, LLB(Hons) Mr. Ngai, Director, Head of Listing Services of KCS Hong Kong Limited, has 19 years’ experience in various professional capacities including company secretary, chief financial officer, executive director and assistant managing director of a number of listed companies. He also acts as an independent director for a number Treasurer Douglas C. Oxley, FCIS FCS Mr. Oxley has operated his own consulting firm since 1994. Prior to that, he taught at The Hong Kong Polytechnic University from 1978 to 1997 and was the Founding Course Leader of Bachelor of Arts (Honours) Degree in Accountancy. Mr. Oxley was a Hong Kong Committee member from 1979 to 1984. He joined the Institute Council in 2003 and was elected Treasurer in 2004. Diana M.Y. Chung, FCIS FCS(PE) Ms. Chung is a Director of Corporate Services at Tricor Services Ltd. With over 30 years’ company secretarial experience, she has advised on company secretarial matters for a wide spectrum of businesses. Ms. Chung’s specialist areas include setting up new businesses, corporate reorganisations, company liquidations and trust administration. Ms. Chung joined the Institute Council in 2002. Susie S.F. Cheung, FCIS FCS, LLB, LLM (London) Ms. Cheung is the General Counsel and Company Secretary of The Hong Kong Mortgage Corporation Ltd which is wholly owned by the Hong Kong SAR Government through the Exchange Fund. She practised as a solicitor with London City law firms, specialising in banking, structured finance, aircraft finance and securitisation. She is a Co-Convenor of the Asia-Pacific Securitisation Association, which was set up by industry participants in Hong Kong to promote the growth and interests of the securitisation industry in Hong Kong, Mainland China and the region as a whole. Ms. Cheung joined the Institute Council in 2007 and is Vice-Chairman of the Membership Committee. Chartered Secretaries 2009 Annual Report
  • 9. Chartered Secretaries 2009 Annual Report 16 Chartered Secretaries 2009 Annual Report 17 Notes to the Financial Statements For the year ended 31 July 2008 5. Critical accounting judgments and key sources of estimation uncertainty (continued) Allowances for bad and doubtful debts The policy for allowance of bad and doubtful debts of the Institute is based on the evaluation of collectability and aging analysis of accounts and on management’s judgment. A considerable amount of judgment is required in assessing the ultimate realisation of these receivables, including the current creditworthiness and the past collection history of each customer. If the financial conditions of members of the Institute were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Fair value of property At the balance sheet date, the Institute’s building under long lease are stated at fair value of HK$3,600,000 (2007: HK$3,370,000) based on the valuation performed by an independent qualified professional valuer. In determining the fair value, the valuers have based on market value existing use basis which involves, inter-alia, certain estimates, including comparable market transactions, appropriate capitalisation rates and reversionary income potential and redevelopment potential. In relying on the valuation, management has exercised their judgment and is satisfied that the method of valuation is reflective of the current market conditions. 6. Subscriptions Subscriptions comprise subscription fees received from members, graduates and students during the year. 7. Other revenue 2008 2007 HK$ HK$ Bank interest income 264,264 347,285 Examination fees received from students 2,201,552 2,146,031 Revenue from functions held 4,615,139 3,947,501 Sundry income 330,990 432,849 Realised gain on disposal of financial assets at fair value through profit or loss 27,531 12,928 Increase in fair value of financial assets at fair value through profit or loss 181,443 705,674 7,620,919 7,592,268 8. Staff costs 2008 2007 HK$ HK$ Salaries, allowances and other benefits 9,421,780 8,914,306 Contributions to the MPF Scheme 655,039 608,409 10,076,819 9,522,715 19. Note to cash flow statement Reconciliation for deficit to net cash from operations 2008 2007 HK$ HK$ (Deficit) Surplus for the year (2,702,520 ) 715,642 Adjustments for: Depreciation 751,100 681,499 Amortisation of prepaid lease payments 17,216 17,216 Interest income (264,264 ) (347,285 ) Realised gain on disposal of financial assets at fair value through profit or loss (27,531 ) (12,928 ) Increase in fair value of financial assets at fair value through profit or loss (181,443 ) (705,674 ) Operating (deficit) surplus before changes in working capital (2,407,442 ) 348,470 Increase in debtors, deposits and prepayments (372,167 ) (418,370 ) (Increase) decrease in inventories (19,920 ) 15,549 Increase in trade and other payables 1,442,811 349,900 Net cash (used in) generated from operation (1,356,718 ) 295,549 20. Operating leases arrangement 2008 2007 HK$ HK$ The Institute as lessee Minimum lease payments under operating leases recognised in income statement for the year 220,247 121,564 The Institute leased its Beijing representative office under operating lease arrangements. The term of the lease was negotiated at 3 years. At the balance sheet date, the total future minimum lease payments under non-cancellable operating leases are as follows: 2008 2007 HK$ HK$ Land and buildings – Within one year 345,130 211,560 – In the second to fifth year, inclusive 105,780 317,340 450,910 528,900

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