For (a) – Fiscal year beginning on or after January 1, 2023For (b) – Fiscal year beginning on or after January 1, 2022  Schedule 15 to the GEM Listing Rules (GEM Rules). New CP B.1.4 – Require an issuer to establish mechanisms to ensure that the board has access to independent views and comments and to disclose these mechanisms in its GoC Report. The Committee should review annually the implementation and effectiveness of these mechanisms. The new guidelines reinforce issuers` and stakeholders` current thinking and expectations regarding governance practices and should be read in conjunction with the revised CM Code. The consultation proposals include new measures to further improve corporate governance standards for Hong Kong-listed issuers, in particular in the areas of corporate culture, director independence, diversity, nominating committee, shareholder communication and environmental, social and governance (ESG) disclosure. On 10 December 2021, the Hong Kong Stock Exchange Limited (the Stock Exchange) published the findings of the consultation on the revision of the Corporate Governance Code (GC Code) set out in Annex 14 of the Securities Listing (Rules) Rules (Annex 14) and related listing rules. Name change and reorganization of Schedule 14 structure The Exchange has published a new “Corporate Governance Guide for Boards of Directors and Directors” to help issuers comply with the new GC requirements. disclose the term of office of INED for a long time sitting on the Board of Directors on a registered basis in the shareholders` circular.  Part 1 of Form A and Form B of Annex 6 to the GEM Rules. Significant Changes to the General Code and Registration Rules Revised Registration Rule 13.92 – Emphasize that the Exchange will not consider diversity to be achieved by a unisex Board of Directors. Most of the proposals are adopted with some amendments or clarifications. With regard to the proposal to update a provision of the Code (CP) into a listing rule to require the creation of a Nomination Committee chaired by an independent non-executive director (INED) composed of a majority of INED, the Bourse amended the proposal to allow either the Chairman of the Board of Directors or an INED to chair the Committee.
The proposal to require the approval of independent shareholders for the re-election of INED in office for more than nine years (INED) is not accepted.
Last Update : 16 พฤศจิกายน 2022