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 outlining proposed enhancements to the Corporate Governance Code (Code) and related Listing Rules.

HKEX Head of Listing, Katherine Ng, said: “At HKEX, we are committed to driving the long-term growth and attractiveness of our markets by further elevating the quality of our issuers, and promoting strong corporate governance practices is a key part of our approach. We are therefore pleased to be presenting for consultation the latest proposed enhancements to the Corporate Governance Code. This will ride on the success of our efforts to ban single-gender boards – which will take full effect from the end of 2024 – further helping issuers to create a more diverse boardroom and strengthen risk management and internal controls.”

Key proposals include:

1.Board effectiveness improvements –

♦ The designation of a lead INED1 where the board chair is not independent (New CP2).

♦ Annual director training on specific topics, with a minimum of 24 hours of training for first-time directors3 within the first 18 months of appointment (New Rule).

♦ Regular board performance reviews and the disclosure of a board skills matrix (New CPs).

♦ cCapping “overboarding” INEDs so they don’t hold more than six Hong Kong-listed issuer directorships simultaneously (New Rule / MDR4).

2.Strengthening board independence – INEDs serving more than nine years (Long Serving INED) will no longer be considered independent (New Rule).

3.Promoting diversity – to require: (i) the nomination committee to comprise directors of different genders (New CP); (ii) annual reviews of board diversity policy (Upgraded to MDR); and (iii) a workforce diversity policy (New Rule).

4.Enhancing risk management and internal controls – to require (at least) an annual review of these systems and enhanced disclosures of the review and findings (Upgraded to MDR).

5.Better capital management – to require enhanced disclosures of an issuer's dividend policy and its board's dividend decisions (New MDR).

The proposed amendments will apply to corporate governance reports for financial years commencing on or after 1 January 2025, with a three-year transition period for the proposals on overboarding and Long Serving INEDs.

Interested parties are encouraged to respond to the consultation paper by completing and submitting a questionnaire on the HKEX website by 16 August 2024. 

The Exchange has also updated its webpage to further help issuers and their boards implement effective corporate governance and sustainability measures:

INED Corner

·A new webpage specifically designed for INEDs providing focused guidance, with case studies, on an INED’s roles and responsibilities and how they can best discharge their duties.

Board Diversity Hub

·A new diversity hub to better promote diverse representation on boards through diversity data, a video series, thought leadership articles, podcasts, and practical tips for issuers and potential board candidates.

Notes:

1.Independent non-executive directors.

2.Code Provisions under the Code, subject to “comply or explain” basis.

3.First-time directors are (a) directors who are appointed as a director of an issuer listed on the Exchange for the first time (i.e. have no prior experience as a director of an issuer listed on the Exchange); or (b) have not served as a director of an issuer listed on the Exchange for a period of three years or more prior to their appointment.

4.Mandatory Disclosure Requirements under the Code.