The Board has a balance of skills and experience appropriate for operating HKEX’s business, and changes to its composition are managed without undue disruption. Non-executive Directors are of sufficient calibre and number for their views to carry weight.
- Under Article 84 of the Articles of Association, the number of Directors shall be not less than 2 and not more than 13.
- The Board structure is governed by Article 88 of the Articles of Association and Section 77 of the SFO (Chapter 571 of the Laws of Hong Kong) under which the Financial Secretary of Hong Kong may appoint any person as Director (the Government Appointed Director) and the number of such shall not exceed the number of the Directors elected by our shareholders at annual general meetings (the Elected Director). Pursuant to Article 88(5) of the Articles of Association, the Chief Executive is an ex-officio Board member.
- Currently, the Board comprises 13 members with a suitable breadth of backgrounds and professional experience from the financial, legal, accounting and commercial sectors, and the structure is as follows:
- The Board currently comprises 12 Independent Non-executive Directors, which exceeds the requirements of the Listing Rules (ie, every board of directors of a listed issuer must include at least 3 independent non-executive directors (Rule 3.10(1)) and an issuer must appoint independent non-executive directors representing at least one-third of the board (Rule 3.10A)).
- The strong presence of Independent Non-executive Directors on the Board brings objective, unfettered and independent judgement to the Board.
- The major consideration in designing the Board composition is to ensure that there is a proper balance between public and corporate interests whilst having sufficient diversity in a number of aspects (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) to discharge its functions effectively and to enhance the quality of its deliberations and decisions, but without being so large as to be unwieldy. More importantly, no one individual or group of individuals is able to dominate the decision-taking process. A Board Diversity Policy is adopted, which sets out the approach to achieve diversity on the Board.
- The composition of the Board and its committees is regularly reviewed to ensure that the balance and mix of diversity is maintained and that the Board retains its effectiveness at all times.