Zimbabwe division annual dinner – August 2018

Institute of Chartered Secretaries and Administrators in Zimbabwe
Annual Dinner Speech
Edith Shih, International President, ICSA

Good evening, President Letitia Gaga, fellow members, ladies & gentlemen

It gives me tremendous pleasure to be invited as the speaker at this annual dinner of the ICSA in Zimbabwe. 

It is difficult to be a speaker after dinner, as I am standing between you and your bed, especially after a sumptuous meal and fine wine.   So my speech has to be like a mini skirt, as Orson Welles said, long enough to cover the subject matter and short enough to be interesting. 

This is the first division dinner at which I speak in my capacity as International President of ICSA, since taking on the presidency on 1 July 2018.  ICSAZ is an important division of ICSA with a long history going back to 1957.  This is a division doing good work in the African continent with the support of its Council, Committee members, Chief Executive as well as members at large.

For those of you who do not quite know me yet, my day job is Executive Director and Company Secretary of CK Hutchison Holdings Limited, a Fortune 500 company based in Hong Kong operating in over 50 countries, with an annual revenue as well as market capitalisation of about 50 billion US$.  The entire CK Hutchison Group comprises 11 listed companies, listed on 6 stock exchanges with a total group market capitalisation of over 110 billion US$.

I have been with my group for almost 30 years (yes, I started at 10), with a portfolio covering legal, regulatory, corporate finance, corporate governance and compliance. I also have oversight of the management of business operations of the group.

As the International President of ICSA for the coming two years, I intend to continue the good work of my predecessors and the ICSA Council, building on the foundation and momentum that have been laid down for the future of our profession.  This will include ongoing and reinforced impetus on a number of areas.

First, diversity: ICSA will continue to position itself as a truly global organisation, characterised by unity in diversity based on mutual respect and co-operation between divisions with a truly international perspective.  We have about 30,000 members from over 80 countries, covering all five continents.

The second impetus is inclusivity.  Our members are not only found across the world, but are engaged in the widest variety of activities: in the public sector, the private sector (listed and non-listed) and the non-governmental sector. ICSA will speak for and support chartered secretary and governance professionals in whichever sector they work.

The third area of focus is relevance.  ICSA will continue to ensure that its work is relevant to the interests and needs of its members. We will be creative and flexible in helping our members realise the opportunities offered by the growing recognition of the importance of governance and the pivotal role of our profession.

In addition to diversity, inclusivity and relevance, ICSA must maintain its quality: we will continue to promote and ensure high professional standards amongst our members and divisions, including through education, standards setting and continuing professional education.

The fifth and final impetus is value.  ICSA must provide value to our divisions and our members to prosper. Recognising that the funding of ICSA ultimately comes from individual members, ICSA must provide value for money.

Going forward, we will focus on exploiting revenue-generating opportunities so there would be adequate funding to expand our horizons and brand, connect with our members and generate thought leadership activities, without having to increase the levies on the divisions.  Our first Thought Leadership project, the 21^st Century AGM is the first ICSA project completed with part external sponsorship.  

Setting aside monetary considerations, we must not forget the supreme value of the ICSA qualification, which is the portability of our qualification that is recognised in all 80 plus countries within the ICSA family.

My priority as International President will be to first implement the mandate conferred by our members on the new strategic development – the second designation the ‘Chartered Governance Professional’ qualification, and affiliated membership, in addition to the Chartered Secretary qualification which we currently offer.  We are now targeting full implementation of this second designation by 2020, and it is possible that some divisions might have already done so during 2019.   However, we note that the Chartered Governance Professional programme is not a mandatory one and it is entirely up to the division to determine whether to implement it. I understand that ICSAZ will not be implementing this programme for the time being.

In conjunction with the creation of the second designation, we also need to determine our brand strategy and if appropriate, a name change for ICSA.  Next month, on the 19 September, ICSA members will vote at our AGM in Toronto on the adoption of our proposed new name, The Chartered Governance Institute.  If you have not sent in your proxy form yet, please do remember to so do.  The AGM will also be webcast real time. 

ICSA is totally open to divisions to consider a re-focusing of their brands to governance which is a wider remit and inclusive of the chartered secretary function. We welcome divisions to adopt the approach that is best for them.  The change of name is, again, not a mandatory proposition but we will assist divisions in name change delivery if requested.   

In addition to a rebranding exercise, we shall be growing ICSA by developing new markets, as well as strengthening existing ones, including, subject to readiness, conducting examinations in local languages and/or with local variants.  We are looking at ICSAZ assisting, together with our Southern Africa division, in taking on more territories in the African continent. 

Talking about Southern Africa division, where I have just come from last night after speaking at the Chartered Secretaries Southern Africa Premier Corporate Governance Conference, I would like to take a couple of minutes to share with you my presentation on governance for them.

My topic was, it’s a mouthful: Management and Corporate Governance: Hands on or Hands off?  The Gatekeeper to Uncuff the Chains.   In my presentation, I likened the tools of governance to chains that hand cuff management.   Indeed, there are lots of chains: first, the law: company law, securities law, tax law, employment law, and these days we have data privacy law, competition law, and more.  

In addition to the law, a second chain comes from regulations:  the rules governing listed companies, companies registry rules and filings, securities trading rules and filings, and the King IV report, etc.  On top of these generally applicable regulations, there are the industry specific ones, such as those applicable to banks, telecommunications operators, oil and gas companies, the food and health businesses, construction companies, etc.  

Then, there are company specific chains, such as our own M&A and constitutional documents, our shareholder agreements, contractual commitments, company practices and policies, etc.   These are all chains to ensure that we behave within good governance parameters.  

Finally, there are chains from our stakeholders, including our shareholders, employees, bankers and creditors, our customers, suppliers and even the public, depending on the business we are in.   Indeed, these are all chains that hand cuff our business, our company, our organisation, even our institute.

So, who could uncuff these chains so that we could breathe freely and prosper?   It’s US, the Chartered Secretaries, and soon also the Chartered Governance Professionals.   But how do we uncuff the chains?   We need to deploy a number of tools.

First, we must know the law, the regulations, the rules and our stakeholders expectations.   Then, we need to look within our organisation, our company and determine our strengths and weakness, so we could analyse and tackle our shortcomings.   Thereafter, we would need to devise plans, policies and procedures to implement and enhance compliance and governance.   In our endeavour to implement compliance, we need to garner support from our board and senior management – the top down approach, and we also need to have the buy-in of our staff members – bottom up approach.  Most important of all, instilling governance is a continuing process of education, review, assessment and enhancement.   And always remember, one step at a time.   Take baby steps, one at a time where necessary.   And when governance is achieved and a compliance culture is engrained throughout the system, there are no chains to uncuff.  

I concluded my presentation with a story from ancient China – the story of the Bodhi Tree - about the succession story of the 32^nd Grand Master of Buddhism, Hongren.   When Hongren was ready to pass on the grand mastership of the Buddhism Sect, he said to all his disciples in the monastery: I am looking for my successor.  Write on the wall of the monastery as to how you practise Buddhism.   From the answer you give me, I will choose from amongst you the most able one to succeed me as the next grand master.   The next morning, Shenxiu, a most clever and respected monk wrote on the wall of the monastery: “The body a Bodhi tree (the vine under which the Buddha sat and achieved nirvana), the mind a bright mirror stand, frequent diligent polishing prevents dust from gathering.  So he will be diligent in ensuring good governance and compliance of the highest standards.   All the monks thought Shenxiu’s insight on practising Buddhism was really profound and reckoned that he would succeed the grand master.   The next morning, more writing appeared on the monastery wall, this time from Huineng, a soft spoken and low profile monk.   He wrote: The Bodhi not a tree nor the bright mirror a stand.   There is nothing in reality so whereabout would the dust gather?  

I wish to close with a note of appreciation for President Letitia and all Council members of ICSAZ for this opportunity to meet you.  I would specially like to mention, Loice Kunyongana, ICSAZ representative on ICSA International Council, Ferida Matambo, Thought Leadership Committee member and Farai Musambfa, Chief Executive - who are always ready to share their wisdom and strategic thinking with me.  Thank you comrade, from the bottom of my heart, for standing by me.

I know I can count on ICSAZ for your continued support and collaboration in delivering the ICSA impetus. 

Harare, Zimbabwe

24 August 2018