Chatroom - Hong Kong Exchanges and Clearing Limited

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HKEx Updates Corporate Governance Code and Related Listing Rules • New Rule requiring disclosure of chief executive’s remuneration; • New Code Provision on disclosure of senior management’s remuneration by band; • New recommended best practice on board evaluation; • Revised Rules to remove 5 per cent threshold for voting on a resolution in which a director has an interest; and • New Code Provision that management should provide members of the board monthly management accounts or management updates. Shareholders • New Rule requiring shareholder approval for appointment and removal of an auditor before the term of its office ends; • New Rule requiring publication of an issuer’s constitutional document on the HKExnews website and on the issuer’s website; issuers must also disclose any significant changes in the issuer’s constitutional documents during the year in their Corporate Governance Report; • New mandatory disclosure requirement on shareholders’ rights; and • New Code Provision that an issuer should establish a shareholder communication policy and publish procedures for election of directors on its website. Company secretary • New Rule requiring company secretaries to attend 15 hours of professional training; • New Code section on the company secretary. Whilst some of the revised Rules took effect on 1 January 2012, the revised Code and related Rules will be effective on 1 April 2012. The market generally supports these latest HKEx corporate governance initiatives. Seminars on Revised Code and Rules Following the publication of the Consultation Conclusions, HKEx organised 10 comprehensive half-day seminars in November and December 2011 on amendments of the Code and other Listing Rule updates. A total of 1,781 participants including 1,589 from 938 listed issuers and 192 from 118 market practitioner firms attended the seminars. A recording of one of the seminars has been posted on HKEx’s website as a webcast. In January 2012, HKEx presented the same seminar in Putonghua in Hong Kong, Shanghai and Beijing. One of the Putonghua seminars has also been posted on the HKEx website as a webcast. A total of 519 participants including 505 from 325 listed issuers and 14 from Mainland regulatory agencies attended the seminars. 22 Exchange • January 2012
HKEx Amends Proposed Changes to Listing Rules’ Property Valuation Requirements HKEx and the Securities and Futures Commission (SFC) published their Joint Consultation Conclusions on Proposed Changes to Property Valuations (Joint Consultation Conclusions) in October 2011 after reviewing the 52 submissions they received in response to their consultation paper on the proposals. Market practitioners, issuers, professional associations and individuals submitted views. 23 Exchange • January 2012 Comments by respondents indicated that the market supported the proposed changes, which were designed to streamline property valuation requirements for initial public offering, or IPO, applicants and issuers. HKEx and the SFC adopted the proposals and they were implemented through amendments to the Listing Rule that took effect on 1 January 2012. The Listing Rules have been amended as follows: • For applicants: – Require different valuation requirements for property activities and non-property activities; – For property activities, require property valuations unless the property interest has a carrying amount below 1 per cent of the applicant’s total assets. The total carrying amount of property interests not valued must not exceed 10 per cent of the applicant’s total assets. Summary disclosure in the listing document is allowed if the market value of a property interest as determined by the valuer is less than 5 per cent of the applicant’s total property interests that are required to be valued; – For non-property activities, require a property valuation only if the carrying amount of a property interest is or is above 15 per cent of the applicant’s total assets; and – For mining activities, do not require a separate valuation of property interests ancillary to mining activities if the mining activities and ancillary property interests have been valued as a business or an operating entity. • For issuers: – Remove property valuation requirements for an acquisition or disposal of a company listed on HKEx; – For an acquisition or disposal of an unlisted company, do not require valuations if the carrying amount of a property interest in the company being acquired or disposed of is below 1 per cent of the issuer’s total assets. The total carrying amount of property interests not valued must not exceed 10 per cent of the issuer’s total assets; and – For mining activities, do not require a separate valuation of property interests ancillary to mining activities if the mining activities and ancillary property interests have been valued as a business or an operating entity. The Joint Consultation Conclusions are available on the HKEx website.
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Chatroom - Hong Kong Exchanges and Clearing Limited

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