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SEHK Listing Rules and Corporate Governance Code, 15 December 2011 |
On 1 January 2012 a number of new Listing Rules of the Main Board and GEM market of The Stock Exchange of Hong Kong will come into operation.
These amended Listing Rules make way for a major increase in the role and responsibilities and potential liabilities of directors of HK Listed Companies in the form of a significant revision to the Corporate Governance Code. Most of the new Code provisions will come into force on 1 April 2012, but directors will need to make preparations for these changes in the way they themselves operate and the way their Company is organised.
In a separate development, it is expected that the legal backing and enforcement of the Listing Rules announced by the Government in its Consultation Paper of March 2010, will be enacted and come into force later in 2012. The new law is in amendments to the Securities and Futures Ordinance and relates to the disclosure of "Inside Information".
The new Insider Information law imposes a number of quite difficult obligations on HK listed companies (wherever they are incorporated) and on the directors and senior officers of those HK listed companies.
How does this affect me and my company?
Your Board will have to establish a new Sub-Committee, and probably a second new Sub-Committee, both composed mainly of INEDs. The Board will also have to institute new procedures and reporting systems, and may have to appoint additional directors and change its company secretary arrangements.
Of particular concern to directors and officers is that a breach of the new Insider Information law can result in punishing civil penalties which include them being banned from directing or operating a listed company and from any dealing in securities. The listed company may also be fined up to HKD8 million, plus costs.
Find out more
Paul Phenix, who heads our Technical and Regulatory Services Department, will give a brief on these new obligations.
To learn more about this recent development, or to keep abreast on upcoming technical updates, please contact us at
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