HKEx notes media reports today about its proposal to amend its Articles of Association and issues the following statement in response to media enquiries:
Hong Kong Exchanges and Clearing Limited (HKEx) has put forth, among others, a proposal to amend its Articles of Association (Articles) for shareholders’ approval at the annual general meeting to be held on 22 April 2010. The proposal mainly covers the amendments regarding resolutions in writing of directors and members of committees, period for nomination of directors, and use of websites for communication with shareholders.
In addition to the explanations set out in the Circular dated 18 March 2010 sent to our shareholders (Circular), we provide further information about the proposed amendment to the arrangements for resolutions in writing of directors and members of committees in response to the enquiries and reports issued thereon recently. In the Circular, we are proposing decision making by way of a resolution in writing by all the directors or members of a committee be replaced by a resolution in writing by a majority in number of all the directors or by a majority in number of all the members of a committee taking into consideration the following circumstances:
(1) Written resolution is one of the ways to obtain the Board’s decision on a certain issue relating to the company. In this regard, the Chairman and other members of the Board will exercise their discretion, taking into account the impacts on the company and the interest of our stakeholders, to consider if the issue should be resolved by writing.
(2) Even if a written resolution has been proposed, a Director may, pursuant to the existing Article 103, at any time request a meeting to be held to consider the subject issue, and the Secretary shall upon receiving such a request call a Board meeting for that purpose. A Director may call a meeting even after a written resolution has been passed by the majority to re-consider the issue and/or to revoke such resolution.
(3) Decision by way of a written resolution does not deprive Directors of their rights to discuss the issue as the information regarding the issue will be sent to all the Directors. In this circumstance, Directors are still provided with the opportunity to give their views freely to other members of the Board directly or indirectly via the Company Secretary by all different means such as telephone calls.
(4) It is a common provision in the articles of association of other Hong Kong listed companies to obtain the board’s approval of an issue by way of a written resolution signed by either a majority of the directors or unanimously by all directors but excluding those who are absent from Hong Kong. Passing a written resolution after it is signed by either a majority or supermajority of the directors or all directors for the time being in the respective countries is also adopted by exchanges and financial institutions in other major financial centres such as Singapore, Australia and the United Kingdom.