Board Process
Updated: 18 Mar 2024
Board/committee meetings
The Board meets twice quarterly with additional meetings if and when required. Board meetings are characterised by high attendance, active participation (either in person or by telephone conference), constructive and open discussions.
Attendance record of individual Directors and Committee members
(2023)
Attendance record of Directors at Board meetings
(2024)
The Board meeting agenda is set by the Chairman in consultation with the Chief Executive and the Company Secretary. Board/committee meeting agenda as well as accompanying papers are normally distributed to the Directors/committee members 4 days in advance of each meeting, and each Director/committee member may request adding items to the agenda.
The Chairman ensures that the Board is properly briefed on issues arising at Board meetings and receives, in a timely manner, adequate information which must be accurate, clear, complete and reliable, to fulfill its duties, while the Chief Executive ensures that the management gives appropriate priority to providing reports which contain all the information necessary to the Board to fulfill its duties.
Regular Board/committee meeting schedules of each year are made available to all Directors/committee members before the start of the year. Unscheduled supplementary meetings may also take place as and when necessary at reasonable notice.
Board/committee meetings are held in an inclusive environment where open debates and constructive challenges are encouraged and embraced. Directors/committee members are free to contribute alternative views at meetings and major decisions would only be made after thorough deliberations.
Minutes of Board/committee meetings record the matters deliberated and decisions reached in sufficient detail, and reflect any concerns raised or any dissent expressed. All discussions of the Board/committees and their record are maintained in confidence unless there is a specific decision or legal requirement to make disclosure. Draft/final minutes are circulated to all Board/committee members for their comment/records within a reasonable time after the meeting was held.
Approved minutes of the Board/committee meetings are kept in safe custody by the Company Secretary and are open for inspection by the respective Board/committee members.
In addition to regular Board meetings, offsite meetings are held with participation of senior executives and external advisors, where appropriate. These meetings not only enable the Board to devote time to its strategic direction but also foster closer working relationships between Board members. Other than the Board meetings, the Chairman has gatherings with Directors and management in groups, and occasionally without the presence of management, to discuss the performance of management and/or to air subjects outside the confines of the boardroom in an informal and constructive manner.
Senior executives are from time to time invited to attend Board meetings to enhance the Board’s understanding of any business proposals. Senior executives deliver presentations on the status and performance of the businesses and matters reserved for the Board, including the approval of budgets, financial statements and business strategies, and answer the Board’s enquiries.
Independent professional advice
The Board ensures that Directors, especially Non-executive Directors, are provided with sufficient resources in the furtherance of their duties as Board/committee members, including access to independent professional advice, if necessary, at HKEX’s expense.
In the event that a Director requests to consult an external professional adviser for matters related to the Board, its committees or the office of Director generally, he/she shall inform the Company Secretary specifying the matter concerned. If there is no disagreement received from the other Board members, the Company Secretary, having obtained approval from the Chairman, will proceed to obtain independent professional advice and copies of such advice are circulated to other Directors where applicable and appropriate. Such procedure is set out in the
Director’s Handbook
.
Conflict of interest
HKEX maintains robust procedures to identify, disclose and manage any potential conflicts of interest, so as to ensure that there is no compromise to the independence of those Directors who have board appointments or relationships with companies outside the Group.
Directors are required to make declaration of interests in other businesses upon appointment or election to the Board, and provide prompt updates on any subsequent changes and confirmation on a semi-annually basis. Information about the related party transactions under the applicable accounting standards and connected transactions under the Listing Rules is disclosed as required in the
financial statements
.
Directors’ material interests in transaction, arrangement or contract
If a Director or any of his/her associates or an entity connected with the Director is, in any way, whether directly or indirectly, interested in a transaction, arrangement or contract or a proposed transaction, arrangement or contract with HKEX, the Director shall, if such transaction, arrangement or contract or proposed transaction, arrangement or contract is significant in relation to HKEX’s business and the Director’s interest or the interest of his/her associate or the entity connected with the Director (as applicable) is material, declare the nature and extent of his/her interest or the interest of his/her associate or the entity connected with the Director (as applicable) in accordance with Sections 536 to 538 of the
Companies Ordinance
(Chapter 622 of the Laws of Hong Kong), Article 99 of the
Articles of Association
of HKEX (Articles of Association) and the
Director’s Handbook
.
Directors who declared to have interests may participate in discussions of that transaction, arrangement or contract or that proposed transaction, arrangement or contract but would abstain from voting on the relevant resolution and not be counted in the quorum of meeting. Directors who have material interests in a transaction, arrangement or contract or a proposed transaction, arrangement or contract to be discussed would abstain from the meeting.
According to Article 99(16) of the
Articles of Association
, if any question arises at any Board meeting as to the materiality of an interest of a Director or any of his/her associates or any entity connected with him/her or as to the entitlement of any Director to vote, the question shall be referred to the chairman of the meeting and his/her ruling in relation to the Director concerned shall be final and conclusive. If any question arises in respect of the chairman of the meeting or any of his/her associates or any entity connected with him/her, the question shall be decided by a resolution of the Directors (for which purpose the chairman shall be counted in the quorum but shall not vote on the matter) and the resolution shall be final and conclusive.
Interests (such as directorships, office held, and shareholding/economic interests) declared by Directors are recorded in a register which is accessible by all Directors.
Where a substantial shareholder or a Director has a conflict of interest in a matter to be considered by the Board and the Board has determined such interest is material, the matter has to be dealt with by a physical Board meeting with the presence of Independent Non-executive Directors who, and whose associates and entities connected with them, have no material interest in the matter.
No Director should be involved in deciding his/her own remuneration.
Liability insurance
HKEX has arranged a Directors’ and Officers’ Liability Insurance Policy to provide appropriate cover for any potential claims against Directors, committee members and the Company’s officers in the performance of their duties or in relation thereto, by indemnifying them against all costs, charges, losses, expenses and liabilities that may be incurred by them. The terms and extent of the policy are reviewed annually.