The Listing Nominating Committee of The Stock Exchange of Hong Kong Limited (the Exchange), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (HKEX) is now seeking applications from individuals interested in serving on the Exchange’s Listing Review Committee and the GEM Listing Review Committee1.
The Listing Review Committee is a new independent committee of the Exchange established following the Exchange’s consultation on its review structure for Listing Committee decisions 2 (which was mentioned in the Exchange’s 2016 review, conducted jointly with the Securities and Futures Commission, of its decision-making and governance structure for listing regulation)3. The Listing Review Committee will consist entirely of outside market participants to hear reviews of decisions made by the Listing Committee. The Listing Review Committee will comprise at least 20 members. At least six of these members must be investor representatives and the remaining members must be a suitable balance of representatives of listed issuers and market practitioners (including lawyers, accountants, corporate finance advisers and Exchange participants (or their officers)). At least four members of the Listing Review Committee will form a chairmen pool. Any review hearing by the new Listing Review Committee will ordinarily be chaired by a member from the chairmen pool4.
A separate news release has been made on the HKEX website inviting applications to the Listing Committee. Prospective applicants should note the principal functions of the Listing Committee set out in that news release. The function of Listing Review Committee is as a review body only and it will not have the other functions of the Listing Committee.
Appointments will be for a term of approximately 12 months commencing around July 2019. At the end of that term, Listing Review Committee members may be re-appointed by the Exchange Board for a further full one year term (or such shorter period as the Exchange Board may stipulate at the time of re-appointment). Members of the Listing Review Committee may only remain in office for a maximum of six consecutive years.
Applicants should note that the Listing Nominating Committee expects most Listing Review Committee members will not serve the maximum six year term as there will be a frequent turnover of members to ensure a refreshing of ideas and perspectives. With respect to the inaugural Listing Review Committee, as all members will be appointed at the same time, it is contemplated that some members will retire after two years of serving on the committee. This is to create vacancies for new members and to ensure continuity and consistency in decision-making, ie the arrangement will avoid the situation where a large number of members will retire from the Listing Review Committee at the same time at the expiry of the first six-year period. Short-listed candidates may be interviewed by the Listing Nominating Committee before appointments are made.
The Listing Review Committee will meet on an ad hoc basis as determined by requests for a review of a Listing Committee decision made by eligible parties. Applicants should expect approximately 25 Listing Review Committee meetings to be held in a year and to attend at least half of these meetings.
The Listing Nominating Committee is particularly interested in receiving applications from individuals with experience and expertise in Listing Rule matters or persons familiar with the work of the Listing Committee5. Applicants should be able to represent the views of investors, listed issuers or market practitioners. The Listing Nominating Committee would welcome applications from persons with experience and expertise in innovative and emerging sectors, including the Biotech sector.
The Exchange is currently reviewing the most appropriate honorarium to give Listing Review Committee members in acknowledgement of their contribution and will announce the result of this review in due course.
Applications for nomination to the Listing Review Committee must be made by e-mail and accompanied by a resume. They should be headed “Application for Nomination to the Listing Review Committee” and sent to David Graham, Secretary to the Listing Nominating Committee using the email address LNCSecretary@hkex.com.hk. Applications will be treated in strict confidence. Personal data provided will only be used for the purpose of application for appointment to the Listing Review Committee.
Applications should be submitted on or before 12 April 2019. Applicants selected for an interview will be notified in the second quarter of 2019.
| 1 |
The Exchange’s Listing Review Committee and the GEM Listing Review Committee will operate as an integrated committee. References to the Listing Review Committee mean both Listing Review Committees.
|
| 2 |
The “Conclusions to the Consultation Paper on Review Structure in relation to Listing Committee Decisions” published by HKEX on 18 January 2019 (Conclusions Paper).
|
| 3 |
The June 2016 “Joint Consultation Paper on Proposed Enhancements to The Stock Exchange of Hong Kong Limited's Decision-making and Governance Structure For Listing Regulation” and the conclusions to this paper are available on the HKEX website. It was stated that the Exchange would conduct a separate consultation on the review system for decisions of the Listing Committee, and the consultation on review structure is the separate consultation as mentioned.
|
| 4 |
For further information about the role of the Listing Review Committee and its mode of operation, please refer to the Conclusions Paper.
|
| 5 |
An individual who was a member of the Listing Committee may be eligible for appointment as a member of the Listing Review Committee after the lapse of two years from the date on which he last vacates the office of the Listing Committee.
|
Ends