Independence of Directors

hkexlogo

hkexlogo

Related Sites

HKEX Market LME Bond Connect QME HKEXnews GEM CESC Sustainable & Green Exchange (STAGE) Client Connect

繁簡

About HKEX
About HKEX

HKEX is one of the world’s major exchange groups, and operates a range of equity, commodity, fixed income and currency markets. HKEX is the world’s leading IPO market and as Hong Kong’s only securities and derivatives exchange and sole operator of its clearing houses, it is uniquely placed to offer regional and international investors access to Asia’s most vibrant market.
Investor Relations
Investor Relations

HKEX believes in maintaining open, transparent, and constructive dialogue with the investment community. Within this section, you can find HKEX's latest financial information, strategic plans, presentations, business statistics, regulatory disclosure, shareholder information, and the contact details of our Investor Relations team.
Corporate Governance
Corporate Governance

At HKEX we are committed to the highest standards of corporate governance and recognise that good governance is vital for the long-term success and sustainability of our business. HKEX has applied the principles of the Corporate Governance Code to its corporate governance structure and practices.
Corporate Social Responsibility
Corporate Social Responsibility

As an active and responsible global financial markets leader, we are committed to adopting CSR best practices and promoting the global sustainability agenda. We reinforce our commitments to sustainable development across three pillars: Our Markets, Our People and our Operations.
Media Centre
Media Centre

Welcome to the HKEX Group Media Centre. Within this section, you can find our latest news, thought-leadership and industry events and conferences information. Visit our Media Library to discover some of our memorable moments captured in photography and film.

> Search

Updated : 31 Dec 2023

Independence is generally regarded as the key to fair and integrity. Given the unique nature of HKEX’s dual roles, the Independent Non-executive Directors (INEDs) serve the major purpose of striking a balance between public and corporate interests. In addition, due to the complexity and breadth of the financial markets in which it operates, INEDs with diverse backgrounds bring wider spectrum of experience and broader views to the Board.

Since its listing, HKEX has been steered by a Board comprised by a majority of INEDs. The Chief Executive is the only Executive Director on the Board.

All INEDs are expressly identified as such in all HKEX’s corporate communications that disclose the Directors’ names.

In assessing the independence of a Non-executive Director, the SFC takes into account the criteria affecting independence as set out in Rule 3.13 of the Listing Rules. Every INED is required to confirm to HKEX his/her independence upon his/her appointment as Director and to HKEX on an annual basis with reference to such criteria. Where an INED fails to meet any of such criteria, HKEX will disclose the reasons why such Director is still considered to be independent in the annual reports.

Each INED is also required to inform HKEX as soon as practicable if there is any change in his/her own personal particulars that may affect his/her independence. Moreover, each has to declare his/her past or present financial or other interests in the Group’s business, or his/her connection with any of HKEX’s connected persons (as defined in the Listing Rules), if any.

The Nomination and Governance Committee is mandated to assess annually the independence of all INEDs and to affirm if each of them satisfies the criteria of independence as set out in the Listing Rules and is free from any relationships and circumstances which are likely to affect, or could appear to affect, their independent judgement. Every Nomination and Governance Committee member abstains from assessing his/her own independence.

The Board adopts the underlying principles of the CG Code regarding tenure of the Board, and seeks to strike an appropriate balance between continuity of experience and refreshment. The Board Nomination Policy sets a maximum tenure of nine consecutive years for the Non-executive Directors to be eligible for nomination by the Board to stand for re-election by shareholders.

An annual review is conducted to assessing the continuing independence of Non-executive Directors, with attention to ensuring that they remain independent in character and judgement, and continue to present an objective and constructive challenge to the assumptions and viewpoints presented by the management and the Board.

Where the Board proposes a resolution to elect an individual as an Independent Non-executive Director at the general meeting, it will set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why it believes he/she should be elected and the reasons why it considers him/her to be independent.