Market Turnover


Upon Appointment

Whether or not it is their first Board appointment, INEDs should consider taking the following actions once appointed:

Issuer’s Business

Ensure sufficient understanding of the issuer’s business segments (including subsidiaries) to effectively fulfil duties and responsibilities.

Internal Controls

Take a fresh look at the existing framework and documentation for internal controls, ensure good understanding, consider improvements.

Independent Judgment

Apply independent judgement and expertise to comment objectively on decisions for the Board, review of the internal controls, transactions, etc.

Make Enquiries

Do not simply rely on representations without making further enquiries or exercising independent judgement.

Flow of Information

Ensure that there are mechanisms for regular flow of information and timely reporting of material information to the Board, and for obtaining further information if required.

Devote sufficient Time

Devote sufficient time and attention to the issuer's affairs.


Proactively attend training on topics relevant to their new appointments and INEDs / directors duties and responsibilities.

Compliance History

Review the compliance history relating to the Listing Rules, laws and regulations, and understand the causes of non-compliance and remedial actions taken.

Keep Records

Adopt good practices of documenting their own contributions to the Board and keep important records circulated and produced during the appointment.

INEDs' Duties in Practice

INEDs have the same duties of skill, care and diligence as other directors and are expected to provide independent judgment on issues of conflict and other decisions made by the Board.  In addition, INEDs play a key role on other important aspects including corporate governance and financial reporting.

Please also see Case Studies for more practical guidance.

Our Guidance Materials

The Exchange has developed training and published comprehensive guidance materials on a variety of topics relevant to INEDs. External resources provide additional guidance.

Publications and Training
External Resources