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Hong Kong Corporate Governance Charter
Sign up to the Charter

FAQ about the Hong Kong Corporate Governance Charter
Launched by
Signatories

 

 

  Hong Kong Corporate Governance Charter

A. General Principles & Commitments

1.
The Charter embodies the paramount aspects of corporate governance (CG) and highlights the principles and core values of good corporate governance. It encourages organizations to recognize the importance of CG to their business and adopt these principles, values and aspirations incorporated therein. This Charter also reflects the board of director・s commitment to monitoring the effectiveness of policy and decision-making both at the board and management levels, with a view to enhance long-term firm values.
2.
We recognize that corporate governance is a system or institutional arrangement that delineates the rights and responsibilities of each primary (internal) stakeholder and decision-maker (i.e. shareholders, the board of directors, and the executive management) of a company, and the design of institutions and mechanisms that induce or control board directors and executive management to maximize firm values and best align the interests of different stakeholders of the company.
3.
We believe good CG is paramount to the health and long-term sustainability of a company, the financial market and the economy. It is a basic element of a company・s commitment to being an organization that is responsible to its stakeholders. We believe good CG yields tangible results in the long-term. On the other hand, poor governance affects how all stakeholders perceive us, and is often too visible and costly.
4.
We are voluntarily committing to higher than legally required standards of CG. We embrace the principles and values behind CG and move away from an attitude of box-ticking compliance. We are continuously seeking improvements and innovations in CG. We treasure the spirit and substance of CG, not the fad or form.
5.
While we share the core values and spirit of good CG, we understand and accept not every CG measure is suitable to every company because of the different stages of company development. The cost-effectiveness of each specific CG measure has to be assessed carefully before adoption in each organization.
6.
By signing this Charter, our companies agree to observe the core values and spirit embodied in it and will treat them as the cornerstone of the way forward for our own CG development.

B. Specific Principles & Commitments

 
Commitment
Substance
7. We provide leadership to champion the CG spirit within our organizations and adopt appropriate corporate structure and policies.
As leaders of companies, we lead by example in demonstrating good CG and in educating and coaching staff members of its importance. We develop the necessary infrastructural framework and cultivate a healthy corporate culture conducive to integrity, fairness, transparency, accountability and responsibility.

8.

We protect the rights and interests of shareholders and treat all shareholders fairly.
We respect that all shares have equal rights. We will do our best to communicate with shareholders and enable them to attend, raise agenda items, ask questions, express opinions, vote and appoint proxies at shareholders・ general meetings. A controlling shareholder, if in existence, should not make any decisions for its own interests at the expense of the company or the minority shareholders.
9. We fulfill not only shareholders・ but also other stakeholders・ expectations and honour ethical, social, environmental and human values.
We believe that our efforts to perform well financially and to protect our shareholders・ interests are not in conflict with our respect for the needs and well being of other stakeholders including employees, customers, suppliers and the general public. We continuously communicate and work closely with different stakeholders to make sure the company is responsive to the needs of others, and their concerns.
10. We ensure effective composition and structure of the board of directors.
We find the right people to sit on the board of directors, people who will engage, and who are committed, competent and independent. There are well-defined nomination, election, appointment, renewal and assessment procedures. We provide directors with effective orientation and training, resources support, access to information, and fair and performance-linked remuneration.
11. We empower the board to set strategic directions for the company and monitor corporate performance, risks and opportunities.
The board delegates authority and allocates responsibilities by setting up effective board committees and establishing effective accountability mechanisms. Working for the interests of the company as a whole, the board and its committees work with good division of labour, with each committee having its clearly defined role and measurable performance objectives. We seek an optimal balance between directors・ conformance role and performance role.

12.

Our board of directors oversees information inflow to the board, financial reporting, and corporate disclosures and transparency.
The board will communicate with, and report to, shareholders and other stakeholders on important corporate policies and decisions. It works closely with the executive management to ensure the relevancy, accuracy, completeness and timeliness of disclosures relating to financial and other corporate information.
13. Our board of directors upholds business ethics and integrity via appropriate control systems, audit processes, code of conduct and staff training.
The board will oversee the design and effectiveness of its internal control system, risk management system, and the internal as well as external audit process so as to minimize the likelihood of fraud, corruption and other malpractices. Code of conduct, guidelines and policies concerning transactions in company shares (insider trading), connected party transactions, gift & entertainment, use (abuses) of company property, and conflict of interests as well as anti-corruption and bribery, are available.
14. We define clearly the role of executive management and hold them accountable to the board.
The board will lay down policies that guide the search, selection, coaching, supervision, assessment, retention and compensation of the executive management. It ensures continuity and effective succession plan of the CEO. While maintaining appropriate independence, we promote culture, dynamics and mutual trust between the board and management.
 

Disclaimer

The Hong Kong Corporate Governance Charter (the :Charter;) is initiated by The Chamber of Hong Kong Listed Companies (the :Chamber;) and the Centre for Corporate Governance and Financial Policy of the Hong Kong Baptist University (the :Centre;). Listed companies sign the Charter strictly on a voluntary basis to signify their endorsement of, and their intention to observe, the principles set out in the Charter. However, being a signatory to the Charter does not by itself constitute any legally binding obligations on the part of the signatory, and there is therefore absolutely no assurance that the act of signing will mean that the corporate behaviour of the signatory will in all respects conform to the principles set out in the Charter. Therefore neither Chamber nor the Centre assumes any responsibility (nor any of them be in any way deemed as assuming any responsibility) whatsoever and howsoever for the corporate behaviour of the signatories, and neither of them shall be held liable for any losses any persons may incur from acting on the basis that a company is a signatory to the Charter.

   
 

FAQ about the Hong Kong Corporate Governance Charter


What is the purpose of the Charter?

The Charter is developed by The Chamber of Hong Kong Listed Companies and the Centre for Corporate Governance and Public Policy of the Hong Kong Baptist University. The idea was initiated by a group of listed companies who wish to demonstrate publicly their commitment to sound corporate governance and their belief in advancing long-term firm value through good corporate governance practices. The Charter takes a holistic approach towards corporate governance, based on eight aspects, emphasizing company culture and leadership, relationship between majority and minority shareholders and various stakeholders, relationship between the board and management, board and company structure, internal controls and checks-and-balances as well as Corporate Social Responsibility and business ethics. It highlights key principles and core values and encourages companies to embrace the culture of corporate governance, moving away from box-ticking compliance.

Who can sign up to the Charter?

Any listed companies on the Stock Exchange of Hong Kong can sign up as a signatory of the Charter. There is no obligation as a signatory apart from committing to the principles and values expounded by the Charter. What needs to be emphasized is that the Charter contains principles, not detailed measures. Different companies will be in different stages of corporate development, hence differ in their readiness in adopting certain CG measures. So long as companies agree to the principles can sign up to the Charter and they can adopt specific measures at a pace suitable to them.

What are the benefits of becoming a Charter signatory?

Signing the Charter signifies a company・s endorsement and acceptance of the principles and values of the Charter. It gives a clear and positive message to the market about the signatory・s emphasis on sound corporate governance and commitment to shareholders・ and stakeholders・ interests. Having good corporate governance would improve investor confidence and create goodwill in the market.

How can a company sign up to the Charter?

Companies interested in becoming a signatory and are willing to commit to the core values and principles of the Charter can download the copy of the Charter from the Chamber website www.chklc.org; to be signed by the most senior member of the company・s board, and send a copy back to the Chamber for record. The company will then be listed as a Charter signatory on the Chamber・s website and is entitled to mention itself as such in corporate materials, such as the Corporate Governance Report in the annual report, to emphasize its commitment to corporate governance. There is no fee involved in becoming a signatory.

   
  Launched by

Endorsed by:

List of Founding Signatories 街o_単pそq
1. Chevalier International Holdings Ltd. 笋h郁孜彊肯Τそq (25)
2. China Gas Holdings Ltd. い郁U隸迂僞貝そq (0384)
3. China Infrastructure Investment Ltd. い郁芋悋觚螟貝そq (600)
4. Chuang's China Investments Ltd. 怪hい郁щ瑚Τそq (298)
5. Chuang's Consortium International Ltd. 怪h穣c郁孜Τそq (367)
6. Eco-Tek Holdings Ltd 泉d彊肯Τそq (8169)
7. Enlighten Securities Ltd. W琴智薤貝そq
8. Far East Holdings International Ltd. 桟F臼儖蟷擘貝そq (36)
9. Fountain Set (Holdings) Ltd. 臘バ濠~(彊肯)Τそq (420)
10. Golden Resorts Group Ltd. 鏡彊肯Τそq (1031)
11. Goldlion Holdings Ltd. Q啅姐陸貝そq (533)
12. GOME Electrical Appliances Holding Ltd. 郁q捷臼僞貝そq (493)
13. Group Sense (International) Ltd. v桓(郁孜)Τそq (0601)
14. Hong Kong Health Check and Laboratory Holdings Co. Ltd. 惨篥蘋砲梁緇廼E_臼僞貝そq (397)
15. Hopewell Highway Infrastructure Ltd. XMそ侯芋悧貝そq (737)
16. Hopewell Holdings Ltd. XM濠~Τそq (54)
17. Jade Dynasty Group Ltd. ド售其姐陸貝そq (970)
18. K. Wah International Holdings Ltd. 硬仇郁孜彊肯Τそq (0173)
19. Mandarin Entertainment (Holdings) Ltd. FよT車臼僞貝そq (0009)
20. Melco International Development Ltd. s切郁孜oiΤそq (200)
21. Midas International Holdings Ltd. 斤F彊肯郁孜Τそq (1172)
22. Miramar Hotel and Investment Company Limited R仇s吋~Τそq (0071)
23. Quam Ltd. 仇I郁孜臼僞貝そq (952)
24. Sam Woo Holdings Ltd. TM彊肯Τそq (2322)
25. Sino Land Co. Ltd. HMm~Τそq (83)
26. Smart Rich Energy Finance (Holdings) Ltd. 桓I犒終芯(彊肯)Τそq (1051)
27. Techtronic Industries Co. Ltd. 覚豺蠏~Τそq (669)
28. The Bank of East Asia, Ltd. F隼筈网貝そq (23)
29. The Hong Kong and China Gas Co. Ltd. 惨笋さ愀儁隍貝そq (3)
30. Town Health International Holdings Co. Ltd. d扱郁孜臼僞貝そq (3886)
31. Value Convergence Holdings Ltd. 琴娜迂僞貝そq (821)

 

   

List of Signatories 街単pそq

1. Agricultural Bank of China Limited い郁A~使罟僖Τそq (1288)
2. BOC Hong Kong (Holdings) Limited い使惨 (臼) Τそq (2388)
3. Century Legend (Holdings) Ltd. @愀~(彊肯)Τそq (79)
4. China Energy Development Holdings Ltd. い郁犒酋}o臼僞貝そq (228)
5. China Life Insurance Co. Ltd. い郁H購OI僖Τそq (2628)
6. China Ludao Tecnology Company Limited い郁搾q讌洟貝そq (2023)
7. China Mobile Ltd. い郁仮以Τそq (0941)
8. China Overseas Land and Investment Limited い郁~oiΤそq(0688)
9. China Railway Group Ltd. い郁いK僖Τそq (390)
10. China Success Finance Group Holdings Limited い郁彊Θ芯彊肯臼僞貝そq (3623)
11. China State Construction International Holdings Limited い郁愎v郁孜彊肯Τそq (3311)
12. China Shenhua Energy Co. Ltd. い郁仇犒終僖Τそq (1088)
13. Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Ltd. ]織曵oぱM霓剤臼僞貝そq (1938)
14. COSCO International Holdings Ltd. い桟郁孜臼僞貝そq (517)
15. Great Eagle Holdings Co. Ltd. Ng彊肯Τそq (41)
16. Industrial and Commercial Bank of China Ltd.い郁u尉使罟僖Τそq (1398)
17. Inner Mongolia Yi Tai Coal Co., Ltd. ずXjレ継勘僖Τそq(3948)
18. Lee & Man Holding Ltd. zゅ彊肯Τそq (746)
19. Li & Fung Ltd. Q戴Τそq (0494)
20. Pacific Basin Shipping Ltd. びキv莵B彊肯Τそq (2343)
21. Shenguan Holdings (Group) Ltd. a臼(彊肯)Τそq (829)
22. Shenzhen Mingwah Aohan High Technology Corporation Ltd ``カ仇D~讌洽僖Τそq (8301)
23. Sun Hung Kai & Co. Ltd. sE芋Τそq (86)
24. Sun International Resources Ltd. び凶郁孜瑚圭Τそq (8029)
25. Tai Sang Land Development Ltd. jネa横oiΤそq (89)
26. Tempus Holdings Limited 痛┨臼僞貝そq (6880)
27. UMP Healthcare Holdings Limited pX代鞍彊肯Τそq (722)
28. Wing On Company International Ltd. ッw郁孜Τそq (0289)
29. Zhouygu Gas Holdings Limited い故U隸迂僞貝そq (3633)

 

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