Exchange Seeks Views on Proposed Changes to Review Structure for Listing Committee Decisions

• Exchange is seeking feedback on proposed changes to the structure for reviews of Listing Committee decisions
• Consultation paper and questionnaire have been posted on the HKEX website
• Responses must be submitted by 12 October 2018

The Stock Exchange of Hong Kong Limited (the Exchange), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (HKEX), today (Friday) published a consultation paper seeking public feedback on proposed changes to the review structure in relation to Listing Committee (LC)¹ decisions (Review Structure Consultation).

In September 2017, the Exchange and the Securities and Futures Commission (SFC) concluded their joint consultation titled “Proposed Enhancements to the Exchange’s Decision-Making and Governance Structure for Listing Regulation”².  It was stated in the joint consultation conclusions (Joint Conclusions) that the Exchange would conduct a separate consultation on the review system for decisions of the LC in 2018.  The Review Structure Consultation is the separate consultation as mentioned in the Joint Conclusions. 

“The proposals in this consultation aim to enhance governance within the Exchange’s structure for reviewing LC decisions and promote transparency, accountability and consistency in decision-making.” said David Graham, HKEX’s Head of Listing.

The Exchange’s proposals can be summarised as follows:

1. Revise the current two-level review structure for decisions of material significance³ made by the LC so that those decisions will be subject to only one level of review and discontinue the Listing Appeals Committee (LAC)⁴.
    
2. Establish a new independent review committee (the new Review Committee) consisting entirely of outside market participants with no current LC members or representatives of the SFC or HKEX to replace the Listing (Review) Committee and the Listing (Disciplinary Review) Committee. 
   
   
3. To enhance the transparency and accountability of the Exchange’s decision-making process, decisions of the new Review Committee for non-disciplinary matters will be routinely published.

In addition, as stated in the Joint Conclusions, the proposal to codify paragraph 10.6 of the Memorandum of Understanding Governing Listing Matters between the SFC and the Exchange dated 28 January 2003 (MOU)⁵ (as supplemented by the First Addendum dated 9 March 2018) will be adopted with the reference to the LAC deleted.  The consultation paper provides details regarding provisions for the SFC’s power to request a consideration or review of any matter, including a decision of the LC by the new Review Committee.

The deadline for responding to the consultation paper is 12 October 2018.

The consultation paper and the questionnaire on Review Structure in relation to Listing Committee Decisions can be downloaded from the HKEX website.  Interested parties are encouraged to respond to the consultation paper by completing and submitting the questionnaire.

Notes:

1. The Listing Committee currently comprises 28 members, including at least eight investor representatives, a suitable balance of representatives of listed issuers and market practitioners (including lawyers, accountants, corporate finance advisers and Exchange participants (or their officers)) as well as the Chief Executive of HKEX as an ex officio non-voting member.
    
2. The Joint Conclusions are available on HKEX website.
   
   
3. For the purposes of the Review Structure Consultation, decisions of material significance refer to (i) rejection of a new applicant’s listing application solely on the ground of unsuitability for listing; (ii) cancellation of listing; and (iii) imposition of certain disciplinary sanctions.
    
4. The LAC comprises the Chairman of HKEX Board and two other members of HKEX Board. The chairman of the LAC is the Chairman of HKEX Board. The chairman of the LAC appoints: (i) a deputy chairman; and (ii) a third member as and when the LAC is required to review a decision.
    
5. Under paragraph 10.6 of the MOU, the SFC may request the LC and the LAC to consider or review any matter, including the decisions of the respective committee.

Ends