Exchange Publishes Conclusions on Review of Corporate Governance Code

• Conclusions focus on enhancing listed issuers’ corporate governance and diversity practices
• Revised CG Code and Listing Rules will come into effect on 1 January 2022

 

The Stock Exchange of Hong Kong Limited (the Exchange), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (HKEX), today (Friday) published conclusions to its consultation on Review of the Corporate Governance Code (CG Code) and Related Listing Rules (Consultation Conclusions)¹.

The Exchange received 214 responses from a broad range of respondents, with positive feedback on the proposals. Respondents generally agreed with the proposals to strengthen board independence and promote better boardroom gender diversity. Having carefully considered the respondents’ views, the Exchange confirms that it will adopt the consultation proposals, with certain modifications or clarifications as set out in the Consultation Conclusions.

HKEX Head of Listing Bonnie Y Chan said: “The Exchange is committed to enhancing corporate governance standards and practices amongst Hong Kong listed issuers, and these Listing Rule amendments are another step forward in this regard. The proposals to be adopted will further underpin the quality of our markets, and strengthen Hong Kong’s role as Asia’s premier international financial centre.”

Under the amended CG Code and Listing Rules, issuers are required to:

1.  Culture – A company’s culture should align with its purpose, values and strategy, and have anti-corruption and whistleblowing policies

2.  Board independence and refreshment – 

• A mechanism(s) to ensure independent views are available to the board should exist, and an annual review of this as to its effectiveness
• For independent non-executive directors (INEDs) serving more than nine years (Long Serving INEDs):
  • A new INED should be appointed if all INEDs on board are Long Serving INEDs;
  • Additional disclosures should be made on factors considered, process and the board’s discussion on why the Long Serving INED is still independent and should be re-elected; and
  • Disclosure on the length of tenure of the Long Serving INEDs on a named basis in the papers to shareholders for the AGM

• Mandatory nomination committee, chaired by either the board chairman or an INED and comprising a majority of INEDs

3.  Diversity –

• A single gender board is not considered to be a diverse board:
  • Existing listed issuers will have a three-year transition period to comply (ie appoint a director of a different gender no later than 31 December 2024);
  • Issuers with commitment in listing document should appoint a director of a different gender in accordance with such commitment; and
  • For IPO Applicants, identify at least a director of a different gender for A1 submission filed on or after 1 July 2022

• Numerical targets and timelines must be set for achieving gender diversity at board level, and annual review of board diversity policy
• Disclosure must be made on gender ratios in the workforce (including senior management), plans or measurable objectives the issuer has set for achieving gender diversity

4.  Communications with shareholders – Mandatory disclosure on shareholders communication policy, and annual review of its effectiveness

5.  ESG – ESG reports must be published at the same time as annual reports²

The Exchange will also make certain housekeeping amendments to the Listing Rules, mainly to update certain references, subsequent to Rules becoming effective, correct clerical errors and align language between the English and Chinese versions.

The amended Listing Rules and CG Code will come into effect on 1 January 2022, and the requirements under the new CG Code will apply to CG reports for financial year commencing on or after 1 January 2022³. 

The Exchange also publishes a new set of guidance (Corporate Governance Guide for Boards and Directors) to assist issuers’ compliance with the new requirements. The new guide is intended to stimulate the board’s thinking on how they can carry out their role most effectively, and should be read alongside with the amended CG Code.

The Consultation Conclusions and copies of the respondents’ submissions can be downloaded from the News – Market Consultation section of the HKEX website.

 

Notes:

1. The consultation paper was published on 16 April 2021. The consultation period ended on 18 June 2021.
2. As required under Environmental, Social and Governance Reporting Guide set out in Appendix 27 to the MB Rules and Appendix 20 to the GEM Rules.
3. The requirement to appoint a new INED where all the INEDs on board are Long Serving INEDs will be implemented for the financial year commencing on or after 1 January 2023.

 

About HKEX

Hong Kong Exchanges and Clearing Limited (HKEX) is one of the world’s major exchange groups, and operates a range of equity, commodity, fixed income and currency markets.  HKEX is the world’s leading IPO market and as Hong Kong’s only securities and derivatives exchange and sole operator of its clearing houses, it is uniquely placed to offer regional and international investors access to Asia’s most vibrant markets.

HKEX is also the global leader in metals trading, through its wholly owned subsidiaries, The London Metal Exchange (LME) and LME Clear Limited.  This commodity franchise was further enhanced with the launch of Qianhai Mercantile Exchange (QME), in China, in 2018.

HKEX launched the pioneering Shanghai-Hong Kong Stock Connect programme in 2014, further expanded with the launch of Shenzhen Connect in 2016, and the launch of Bond Connect in 2017.

www.hkexgroup.com

 

 

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