HKEX Corporate Governance Code and Listing Rule Changes Effective 1 Jan 2022

On 10 December 2021, the Stock Exchange of Hong Kong Limited (the HKEX) published conclusions to its consultation on enhancing listed companies’ corporate governance practices and reporting1. The HKEX received 214 submissions which were generally supportive of strengthening board independence and promoting better gender diversity on company boards. However, respondents had diverse views on proposals regarding re-election of independent non-executive directors (INEDs) serving more than nine years and the targets and timelines for boardroom gender diversity.

For a summary of the original consultation paper proposals, please see Charltons’ April 2021 newsletter2.

Corporate Governance Code and related Listing Rule amendments took effect on 1 January 2022, although a requirement to appoint a new INED if issuers’ current INEDs have all served nine years takes effect on 1 January 2023. The key changes to the HKEX Listing Rules and Corporate Governance Code are summarised below.

The HKEX has also published a new Corporate Governance Guide for Boards and Directors to assist issuers in complying with the new requirements.

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