Entire Section

  • B.1 Board composition, succession and evaluation

    • Principle

      The board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the issuer’s business, and should ensure that the directors devote sufficient time and make contributions to the issuer that are commensurate with their role and board responsibilities. It should ensure that changes to its composition can be managed without undue disruption. It should include a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong independent element on the board, which can effectively exercise independent judgement. Non-executive directors should be of sufficient calibre and number for their views to carry weight.

    • Code Provisions

      • B.1.1

        The independent non-executive directors should be identified in all corporate communications that disclose the names of directors.

      • B.1.2

        An issuer should maintain on its website and on the Exchange’s website an updated list of its directors identifying their roles and functions and whether they are independent non-executive directors.

      • B.1.3

        The board should review the implementation and effectiveness of the issuer’s policy on board diversity on an annual basis.

      • B.1.4

        An issuer should establish mechanism(s) to ensure independent views and input are available to the board and disclose such mechanism(s) in its Corporate Governance Report. The board should review the implementation and effectiveness of such mechanism(s) on an annual basis.

    • Recommended Best Practices

      • B.1.5

        The board should conduct a regular evaluation of its performance.

      • B.1.6

        The board should state its reasons if it determines that a proposed director is independent notwithstanding that the individual holds cross-directorships or has significant links with other directors through involvements in other companies or bodies.

        Note:    A cross-directorship exists when two (or more) directors sit on each other’s boards.