The general meeting is the principal opportunity and ideal venue for shareholders to meet and exchange views on the Group’s business with the Directors and the management. The Board therefore encourages shareholders to attend the annual general meeting (AGM), exercise their right to speak and vote, and give valuable advice on improving the Group’s operational and governance matters.
- Rights and procedures for shareholders to call general meetings/put forward proposals at an AGM
- Calling an AGM
HKEX holds a general meeting as its AGM every year. This is normally held in April.
If HKEX fails to hold an AGM (which has never happened and is unlikely to happen) within 6 months after the financial year end,
any shareholder can apply to the court in Hong Kong which on such application may call or direct the calling of an AGM.
- Circulating a resolution for an AGM
Shareholder(s) can make a request to circulate a resolution for an AGM pursuant to Section 615 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) if they –
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represent at least 2.5 per cent of the total voting rights of all shareholders who have a right to vote on the resolution at the AGM to which the request relates; or |
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at least 50 shareholders who have a right to vote on the resolution at the AGM to which the request relates. |
The request –
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may be sent in hard copy form or in electronic form to the Company Secretary at HKEX’s registered office (8th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong) or via email at ssd@hkex.com.hk; |
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must identify the resolution of which notice is to be given; |
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must be authenticated by the person or persons making it; and |
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must be received by HKEX not later than 6 weeks before the AGM to which the request relates or if later, the time at which notice is given of that AGM. |
- Proposing a candidate for election as a Director at an AGM
Pursuant to Article 88(3) of the
Articles of Association , if a shareholder wishes to propose a person other than a retiring Director for election as a Director at an AGM, the shareholder should deposit a written notice of nomination which shall be given to the Company Secretary at HKEX’s registered office (8th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong) within the 7-day period commencing the day after the despatch of the AGM notice (or such other period as may be determined and announced by the Directors from time to time). The relevant procedures are set out in the
circular to shareholders which is sent together with the annual report.
- Circulating a statement at an AGM or at a general meeting
Shareholder(s) can pursuant to Section 580 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) request HKEX to circulate to shareholders entitled to receive notice of a general meeting, a statement of not more than 1,000 words with respect to a matter mentioned in a proposed resolution to be dealt with at that meeting or other business to be dealt with at that meeting, if such shareholder(s) –
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represent at least 2.5 per cent of the total voting rights of all shareholders who have a relevant right to vote; or |
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| (b) |
at least 50 shareholders who have a relevant right to vote. |
The request –
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may be sent in hard copy form or in electronic form to the Company Secretary at HKEX’s registered office (8th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong) or via email at ssd@hkex.com.hk; |
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| (b) |
must identify the statement to be circulated; |
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must be authenticated by the person or persons making it; and |
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| (d) |
must be received by HKEX at least 7 days before the meeting to which it relates. |
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- Calling a general meeting
Shareholder(s) representing at least 5 per cent of the total voting rights of all shareholders having a right to vote at general meetings can make a request to call a general meeting pursuant to Section 566 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).
The request –
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must state the general nature of the business to be dealt with at the meeting; |
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may include the text of a resolution that may properly be moved and is intended to be moved at the meeting; |
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may consist of several documents in like form; |
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may be sent in hard copy form or in electronic form to the Company Secretary at HKEX’s registered office (8th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong) or via email at ssd@hkex.com.hk; and |
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| (e) |
must be authenticated by the person or persons making it. |
Pursuant to Section 567 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), Directors must call a general meeting within 21 days after the date on which they become subject to the requirement and the meeting so called must be held on a date not more than 28 days after the date of the notice convening the meeting. If the Directors do not do so, the shareholders who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a general meeting pursuant to Section 568 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), but the meeting must be called for a date not more than 3 months after the date on which the Directors become subject to the requirement to call a general meeting. HKEX must reimburse any reasonable expenses incurred by the shareholders requesting the meeting by reason of the failure of the Directors duly to call a general meeting.
- Shareholders are furnished with comprehensive background information in a timely manner concerning the matters to be decided at general meetings, and they are well informed of the rules, including the voting procedures, that govern the meeting proceedings. The AGM notice is sent to shareholders at least 20 clear business days before the meeting and the notice period for other general meetings follows that as prescribed by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules.
- Subject to the Articles of Association and the rules prescribed by the Stock Exchange from time to time, shareholders have right to attend, speak and vote in general meetings. Any shareholder not attending a general meeting can give proxy to speak and vote on his/her behalf. Forms of Proxy are sent to our shareholders together with the notice of meeting.
- Shareholders have right to raise questions at general meetings.
- In respect of each substantially separate issue at a general meeting, a separate resolution would be proposed by the chairman of that meeting including the election of individual Directors.
- Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Poll voting has been used for decision-making at shareholders’ meetings since 2003 to ensure that each share is entitled to one vote. Details of the poll voting procedures are set out in the circular to shareholders sent prior to each meeting and explained at the meeting. The chairman of the meeting will explain the detailed procedures for conducting a poll and answer questions from shareholders thereon.
- In conducting a poll, every shareholder present in person or by proxy will have one vote for every share held. A shareholder which is a corporation will be present in person if a duly authorised representative of such shareholder is present at the meeting. A shareholder present in person or by proxy who is entitled to more than one vote does not have to use all his/her votes (ie, he/she can cast less votes than the number of shares he/she holds or represents) or to cast all his/her votes the same way (ie, he/she can cast some of his/her votes in favour of the resolution and some of his/her votes against the resolution).
- The result of the poll shall be deemed to be a resolution of the meeting.
- Shareholders are encouraged to participate in key corporate governance decisions, such as nomination and election of Board members (other than the Government Appointed Directors and the Ex-officio member), amendments to the Articles of Association and changes to the remuneration arrangement for Non-executive Directors. Sufficient time is allowed for shareholders to nominate candidates to stand for election as a Director and for them to consider the candidates being nominated before the general meetings.
- HKEX ensures that votes cast are properly counted and recorded. Voting results are verified by independent scrutineer and announced immediately after the conclusion of general meeting and posted on the HKEX Group website and the HKEXnews website.
- Shareholder who has a material interest in the subject transaction may be required to abstain from voting on the relevant resolution at the relevant general meeting as prescribed by the Listing Rules.
- The Chairman as well as chairmen of the Audit Committee, the Nomination and Governance Committee, the Remuneration Committee and other Board committees, all other Directors and the Group Chief Financial Officer are normally available at the AGM to answer shareholders’ questions, unless illness or another pressing commitment precludes them from doing so. Shareholders are also invited to ask questions during the meeting and have an opportunity to meet with Directors after the formal business of the meeting has been concluded. HKEX’s external auditor also attends the meeting to answer questions about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies and auditor’s independence.