I am writing to inform you of several important decisions that were taken at the international Institute’s most recent Council meeting held in Jersey in the Channel Islands on 22 and 23 March 2018.
Privy Council final approval of Charter & byelaw changes
The Institute has now received Royal Assent to the Charter & byelaw changes that were approved by members at the 4 October 2017 Annual General Meeting. The changes will come into effect on 1 May 2018 and so, from that time, each of our nine Divisions can commence implementing the changes.
To existing members that meet the agreed criteria, all Divisions will be awarding the Chartered Governance Professional designation under the Council approved grandfathering provisions that I outlined to you in my October 2017 report. There will be some variation between Divisions as to precisely when they commence implementation, so please check with your local Division for details.
Many members have asked about whether or not there will be separate post-nominals to signify that a person has attained this new designation. Your Council has devoted considerable time to arriving at an optimal solution, but for reasons explained later in this report, we have decided to wait until our September 2018 Council meeting before making a final decision.
The new category of Affiliated Member also comes into effect on 1 May 2018 for those Divisions that have decided to offer this class of member. There are two pathways to attain Affiliated Member, either by completing a reduced number of subjects of the new qualifying programme, which will be available from January 2019 in most Divisions, or by completing a self-standing award/course that meets the educational criteria determined by Council. Not all Divisions will be offering self-standing awards/courses and, so again, it is best that you contact your local Division for further details.
New qualifying programmes
As I have advised in earlier reports, the Institute is introducing a new qualifying programme across all Divisions, at the same professional level as the current qualifying programme, with substantially revised content and leading to the designations of Chartered Secretary and Chartered Governance Professional. Some Divisions propose to examine students so that they can acquire the designations separately whilst other Divisions will examine students so that they acquire both designations concurrently.
Again, whilst there may be some variation between Divisions on implementation dates, most Divisions will commence introduction from January 2019 and will be taking registrations for the new programmes toward the end of this year.
Change of name and brand position of the Institute
Over the last couple of years, and as part of the discussions around the new designation and the new category of member, the Council has also discussed what steps it needs to take to position the international Institute for the future. The creation of the Chartered Governance Professional designation was a significant step toward this. Leading up to the October 2017 AGM, either by email or at ‘town hall’ meetings, many members also proposed the adoption of a more appropriate name and brand for the international Institute.
At our meeting last month, the Council decided to recommend to members that the name of the international Institute be changed to The Chartered Governance Institute and to reposition the international Institute’s brand to be more encompassing and reflective of governance, which is at the core of what we do. The proposal to change the Institute’s name will only apply to the Institute in the ‘international’ sense, and it will be up to Divisions as to whether they change their local title or the name of their local service company.
Much work has gone into reaching the decision to change the name of the international Institute and to define what role it will play in leading and supporting the work of our nine Divisions.
Your Council is of the view that the international Institute can redefine its role to be the leader in the practice of governance around the world. We know we can be the best explainers, the best advocates and the best educators in the promotion of good governance. In doing so, the international part of the Institute can demonstrate to our stakeholders that members are independent and skilled practitioners who are prepared to stand up for what they believe, stay balanced in their thinking, be focused on what is ethically appropriate and inspire others to follow.
We know that the proposed changes do represent a challenge, but it is a challenge we must meet. The Council is also aware that some members may have reservations about these changes and we understand that, but we genuinely hope that all members will come to support these changes. This is founded on the belief of Council that there is a great opportunity to build on the Institute’s technical strength, integrity and professionalism in qualifying Chartered Secretaries and Chartered Governance Professionals and to leverage this into being the leader in promoting good governance practice in a manner that our stakeholders will listen to, value and better understand.
The Council further believes that a new name and a new focus will attract those who work in the wider world of governance to the Institute and its Divisions, in addition to those that act as company secretaries. We believe the new name will also allow our members to more easily explain what we do and to which organisation we belong
What will not change however is each member’s right to call himself or herself a Chartered Secretary. Already three Divisions – Australia, New Zealand and UKRIAT – have changed their name and have been able to bring their members with them – all Chartered Secretaries. And so that is what your Council will work hard to do…to fully explain why these changes are in the best interest of the membership and the Institute and to address members’ concerns.
We can only move forward with the support and trust of existing members. With these proposed changes now on the agenda, your Council wants to hear from you. We do not propose seeking a member vote until the AGM that is planned for 19 September of this year. But in the meantime, we have set up a dedicated section of the icsaglobal website that I encourage you to visit. By clicking here you can find out more about why your Council advocates these important changes and you will have the opportunity to provide us with your feedback and views. In addition to information on the icsaglobal website, we have set up a dedicated LinkedIn page that you can access by clicking here. I encourage you to have a look.
Longer term strategy
A significant portion of the Council meeting was devoted to longer-term strategic issues, in particular how to create greater synergy within the nine Divisions and what activities the international Institute can undertake to support the new brand.
Whilst there is some way to go to get these ideas off the ground, the Council is looking at, amongst other things, the pros and cons of holding an international governance conference; developing a post-graduate course in international governance in conjunction with a university; the introduction of an award for outstanding individuals working in global governance; and partnering with other leading organisations on thought leadership.
The introduction of the new qualifying programmes has also provided an opportunity for the Professional Standards Committee (PSC) to look at how it supports the Institute’s objectives. First, the new programmes do offer Divisions the ability to undertake some tailoring to suit their markets, with approval by the PSC of any change made. The Council sees the ability to allow some flexibility as positive as PSC oversight will maintain standards whilst allowing Divisions to better meet their own market needs.
The PSC will also fundamentally alter the way it assesses a Division’s capacity to deliver the qualifying programmes. The PSC is well down the track on implementing a Quality Assurance (QA) framework approach that will give greater guidance to Divisions, with commensurate expectations. This will give more autonomy to those Divisions deemed to meet the QA standards and will ultimately free up some time for the PSC to devote to other quality enhancing initiatives.
Already one Division has been approved to offer the new qualifying programme under the new QA framework with others expected to follow as the year progresses.
The PSC has also approved a range of self-standing awards/courses referred to above that lead to attaining Affiliated Member status.
The Council also received a report on the work of the Thought Leadership Committee(TLC). The Committee was set up in 2016 to provide a forum for the international Institute to develop ideas and thinking on governance issues of global importance.
For this year, the TLC’s first report will be a Minute Taking Survey that involves comparative data from seven divisions. The report contains unique comparative data and is expected to be released to members in the second quarter of this year.
The TLC is well down the track in developing a 21st century approach to the Annual General Meeting. Advances in technology have created new opportunities for organisations to better engage with their shareholders and members. However, how to take advantage of these technologies involves legal and operational challenges that our members are expert in addressing. The work of the TLC will be invaluable to all members when their guidelines are released later in the year.
The TLC is also looking at future projects on board diversity; the impact of technology on a range of company secretarial functions; and director accountability.
Finally, work is nearing completion on a research project in conjunction with the OECD on the impact of Stewardship Codes in ten jurisdictions. Publication is expected to be in July of this year.
As is the case at all Council meetings, one Division is invited to give a presentation on the environment in which it operates in, the challenges it faces and its plans for the future. On this occasion, the Malaysian Division gave a presentation.
The Malaysian Division is the Institute’s fourth largest Division with 4,200 members and graduates and 2,000 students…and also one if its ‘youngest’ with 62% of members under 49 years of age. The Malaysian Division is one of the few Divisions that has direct competition from another company secretary association, but continues to hold the largest market share and is the most sought after for senior company secretaries and governance professionals.
The Malaysian Division is currently undergoing its own assessment of its brand and future strategy. This project comes at a good time as the Malaysian Division will no doubt be taking into consideration the planned developments for the international Institute when it starts to implement the recommendations from its own exercise.
I am pleased to advise members of the Honorary Officers who will assume office from 1 July 2018.
Ms Edith Shih, from our China/Hong Kong Division, will be President. Edith is currently one of the Institute’s Vice-Presidents, a Past-President of the China/Hong Kong Division and Chair of the Institute’s Thought Leadership Committee. When not involved with Institute activities, Edith’s ‘day-job’ is Executive Director and Company Secretary of CK Hutchinson Holdings Limited. Edith has served as a member of the review panel of the Hong Kong Financial Report Council, Chairman of the Governance Committee and Remuneration Committee of the Hong Kong Institute of Certified Public Accountants and has been a member of the Hong Kong Europe Business Council, as well as many other professional volunteer activities.
The two Vice-Presidents from 1 July 2018 will be Mr Peter Turnbull from the Australian Division and Ms Jill Parratt from our Southern African Division.
I congratulate them all on their election.
The meeting in Jersey was my last face-to-face meeting as President. Whilst there is another teleconference meeting of Council scheduled for the middle of June 2018, I would like to express my gratitude for being given the privilege of serving as the international Institute’s President during these past two years of important change. To see the progress that has been made to date, and the plans in place for more to come, has been especially gratifying.
I would like to thank all my colleagues on Council for their hard work and time freely given on behalf of our membership and in particular to my Vice Presidents Edith Shih (HK/China) and Peter Turnbull (Australia), to Jill Parratt (Southern Africa) and Frank Bush (Chair of PSC) who serve on our Executive Committee. We are also appreciative of all those members who serve on Divisional Councils or sit on branch committees throughout the world. We are also grateful to the Director General, Tim Sheehy, for his expertise and hard work and to all of the staff in our nine Divisions who have worked so closely with their members to generate support for these recent new initiatives.
The aim of the international Institute must be to sustain and accelerate the progress we have made, to support the work of the Divisions, to enhance the reputation and reach of the Institute, and to continue the facilitation of best governance practice throughout the world. I am confident we are moving firmly in the right direction.
David Venus FCIS