Versions

 

17.101

(1)    The Corporate Governance Code in Appendix 15 sets out: (a) the mandatory requirements for disclosure in an issuer’s Corporate Governance Report, and (b) the principles of good corporate governance, the code provisions on a “comply or explain” basis and certain recommended best practices. Issuers are encouraged to adopt the recommended best practices on a voluntary basis.
 
(2)    Issuers must state whether they have complied with the code provisions set out in Part 2 of Appendix 15 for the relevant accounting period in their half-year reports (and summary half-year reports, if any) and annual reports (and summary financial reports, if any).
 
  Note:    For the requirements governing preliminary results announcements, see rules 18.50 and 18.78.
 
(3)    An issuer may deviate from the code provisions (i.e. adopt action(s) or step(s) other than those set out in the code provisions) provided that the issuer sets out:
 
  (a)    in the Corporate Governance Report in the annual reports (and summary financial reports, if any) the Considered Reasons and Explanation. The explanation should provide a clear rationale for the alternative actions and steps taken by the issuer and their impacts and outcome; and
 
  (b)    in the half-year reports (and summary half-year reports, if any), either:
 
(i)    the Considered Reasons and Explanation in respect of the deviation; or
 
(ii)    to the extent reasonable and appropriate, by referring to the Corporate Governance Report in the preceding annual report, and providing details of any changes for any deviation not reported in that annual report with Considered Reasons and Explanation. The references must be clear and unambiguous, and the half-year report (or summary half-year report) must not contain only a cross-reference without any discussion of the matter.
 
(4)    For the recommended best practices, issuers are encouraged to state whether they have complied with them and give considered reasons for any deviation.