Best Corporate Governance Awards
The Hong Kong Institute of CPAs successfully concluded its 2017 Best Corporate Governance Awards (“the Awards” or "BCGA")) with the presentation ceremony held at a luncheon in the JW Marriott Hotel on 30 November 2017.
Guest of honour, the Secretary for Financial Services and the Treasury, Mr. James Lau, addressed the audience before presenting the awards to the winners at the 2017 presentation ceremony. In his speech, Mr. Lau talked about the increasing attention being given to environmental, social and governance issues, and ethical and sustainable investment, in Hong Kong and internationally.
He noted that "the Hong Kong Government, the Stock Exchange of Hong Kong (SEHK) and the regulators have sought to encourage companies to conduct their business in a sustainable, ethical and socially responsible manner instead of simply eyeing profits in the short term.
ESG disclosure requirements have already been incorporated into the listing rules as mandatory disclosure requirements for all companies listed on the SEHK, regardless of their place of incorporation. SEHK has also held numerous training seminars on ESG with a wealth of information available on their website. These materials include practical steps and tools to guide issuers through the process of preparing an ESG report.
The Securities and Futures Commission has also issued the Principles of Responsible Ownership, which intend to assist institutional investors to determine how best to meet their ownership responsibilities."
Ms. Mabel Chan, president of the Institute and chair of the judging panel, and Mr. Derek Broadley, chairman of the Awards organising committee, also spoke at the event. Derek Broadley made comparisons between this, the 18th year of Awards, and the 1st Awards held in 2000, and outlined the processes involved in the 2017 Awards.
Speaking about the backdrop to, and the findings of, the 2017 Awards, Mabel Chan said: "This year represents the first time that the new comply-or-explain requirements in the Hong Kong Stock Exchange's ESG Reporting Guide have been reflected in corporate reporting. As the chair of the Awards judging panel, I can say with confidence that this is already making a difference in the quality of ESG disclosures and practices. We support this development. With other quite recent changes to the Corporate Governance Code on risk management and internal control, including internal audit, and more changes likely to be on the way soon, following the Exchange's current consultation on independent directors and board diversity, Hong Kong can look forward to seeing a general rise in standards of governance amongst the business community."
She went on to explain: "This year we have a very interesting mix of first-time winners, regular awardees, some one-time past awardees and others which may have been repeat winners in the past but whose presence we have missed for a few years." The president added that "the companies and organisations given awards have passed a very rigorous test, which is all the more reason to congratulate each and every award winner here today."
The speakers also expressed appreciation for the invaluable contributions of the judges, reviewers, the Institute management, and others involved in ensuring the success of the Awards. They also thanked the supporting organisations and media sponsors.
On 29 November 2017, the president, Derek Broadley and Mr. Patrick Rozario, chairman of the Awards' review panel, hosted a media briefing to announce the results of the 2017 Awards. They reported on the overall CG standard of the companies and organisations reviewed and their general strengths and weaknesses, as well as highlighting some of the judges' observations about the winning companies and organisations. Click here for the press release.
The disclosures and practices of the award winners represent benchmarks of CG best practice amongst listed companies and public sector organisations in Hong Kong. The Institute is pleased to see some first-time awardees this year (denoted with an asterisk in the list below). The awardees in the 2017 BCGA are:
The Institute wishes to congratulate all the worthy winners and commends them for their commitment to high quality CG and sustainability and social responsibility (SSR) reporting.
Directors, chief financial officers and other senior representatives from the winning companies and organisations attended the Awards luncheon to receive their trophies. Slides produced primarily from the annual reports and sustainability/ corporate social responsibility reports (S/CSR reports) of the award winners were displayed during the presentations. These showed examples of the scope and clear presentation of key information provided by the award winners.
The Best Corporate Governance Awards 2017 – Judges’ Report contains commentaries from the judges and reviewers on the CG performance of the winning companies and organisations, information on international and local developments in CG, as well as background information on the Awards.
This year was the 18th successive running of the Awards. It is Hong Kong’s most prestigious CG awards competition, enjoying strong support from the government, financial market regulators, investor groups, the business and professional community and academia. The Awards play an important role in establishing benchmarks of good CG and SSR reporting and encouraging improvements in standards. They emphasise the need for organisations to be transparent and accountable towards shareholders, investors and other stakeholders, including the communities in which they operate.
The focus of the Awards is very much on the adoption voluntarily of standards of CG that exceed the minimum requirements and related disclosures in annual and S/CSR reports, which together reflect a strong, internally-driven, CG culture, led from the top.
The Institute reviewed more than 700 annual reports and S/CSR reports of listed companies and public sector/not-for-profit organisations in this year's Awards. In addition, around 650 websites were visited to identify potential candidates for commendations for website CG information. The reviews covered a range of organisations of different sizes, operating in different industry sectors, including international corporations, local family-controlled companies and Mainland businesses, in addition to public sector organisations.
This year, the category for non-Hang Seng Index mid-small market capitalisation companies was split into two separate categories – one for medium market capitalisation companies and another for small cap companies. The aim is to encourage small and medium sized companies to improve their CG by providing more relevant benchmarks for them.
While the judges identified some impressive winners in the medium market cap category, they were not able find any winners in the small market cap category, which is disappointing. While small cap companies would generally have fewer resources, the judges considered that is in their interests to develop good CG practices. They are often growth companies which will benefit if they build up a reputation for good CG, with a long-term objective of attracting a committed investor base and reducing their cost of funds as they grow.
The Institute first launched the Awards in 2000 with the twin objectives of encouraging and promoting good CG disclosures and practices, and acknowledging listed companies and public sector/not-for-profit organisations that exemplify the best CG standards in Hong Kong, as reflected in their annual reports. In 2000 there were only three categories, in which diamond, platinum and gold awards, could be given out, with overall one grand award (around 10 possible awards). In 2017, the Awards have grown to include six main categories, SSR awards, significant Improvement awards, and three types of commendations, amounting, in all, to more than 30 possible awards.
In addition to the above, the judges may give out special mentions for CG and SSR performances regarded as deserving of recognition and encouragement.
Planning on the Awards starts in March and an initial vetting process is carried out in May to identify companies that merit a more in-depth review of their CG standard. Those companies that pass the initial vetting undergo up to two more detailed "quality reviews" of their CG disclosures and practices. Annual reports remain the primary source of information, but website information may be considered, particularly where there are cross-references to this in the annual report. Companies that make it into the second round of the quality review phase are given a "compliance review", to confirm their compliance with the CG requirements of the Companies Ordinance and listing rules.
The judges are provided with a shortlist of companies and organisations, as well as other information from the review phase. However, they make their own assessments and reach their own conclusions. Having provided their written views and recommendations, the judges convene for a meeting to decide on the final determinations.
Each year the detailed assessment criteria are reviewed and updated to take account of regulatory changes and changes in expectations within the market and the community. This year, the Institute revised the quality review marking scheme to take into account the latest developments relating to risk management and internal control in the CG Code, and also the requirements of the upgraded ESG Reporting Guide under the listing rules. The compliance review marking sheet was also revised at the same time. The new ESG comply-or-explain requirements took effect in two phases: the first phase applied to accounting periods starting from 1 January 2016 and the second phase, from the beginning of 2017.
Tailor-made assessment criteria and marking sheets have been designed for the SSR awards and the commendations.
The Institute is very grateful to all the people whose dedication helps to make the Awards a success. This includes the reviewers, judges, the Awards organising committee, and supporting staff. The Institute also thanks all the supporting organisations and media sponsors. Acknowledgments, as well as detailed commentaries on the CG of the winning companies and organisations, are contained in the Judges' Report for the 2017 Awards.
The Judges' Reports for past years are listed below (click on the relevant link):