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The Hong Kong Institute of Directors (“HKIoD”) welcomes(1) The Hong Kong Exchanges and Clearing Limited ("the Exchange")'s proposal to mandate directorship training for first-time directors and require all directors to undergo continuing professional development (“CPD”) training. To further uphold corporate governance standards and director professionalism, HKIoD thinks the Exchange can go further.
Dr Christopher To, Chairman of HKIoD, said, “HKIoD welcomes the Exchange’s latest regular exercise to review and update the Corporate Governance Code and related Listing Rules. Although we do not agree with every element of the Exchange’s proposals, we certainly support the notion of making continuing professional development mandatory for all directors.”
According to HKIoD, to make true the purpose and effect of continuing training, a board should have a suitable professional development policy for its directors. Continuing training is important for directors to keep up, but it must be distinguished from initial training. For those who do not have directorship training nor experience whatsoever, undergoing initial training on effective directorship and corporate governance is prudent. First-time directorship training should be a prerequisite prior to the director coming on board, however. “The Exchange should go further by encouraging individuals to have become ready for a board seat prior to appointment, rather than to start acquainting themselves with the demands of directorship post-appointment.” Dr To commented.
Dr Carlye Tsui, CEO of HKIoD, supplemented, “We believe all company directors, when they first assume their posts, should have a firm grounding of the skills, knowledge and qualities required to meet the corporate governance demands of today. HKIoD long advocates the importance of corporate governance training, and we want to emphasise that proper initial training for first-time directors is one key aspect of the total quality of corporate governance training.”
The Institute believes that attaining HKIoD Diploma level credential (or higher) should qualify as initial training now proposed for First-time Directors by the Exchange. The Institute also recommends transition course(s) for credentialed/experienced directors from other markets to help them become familiar with the Hong Kong market. HKIoD will gladly work with the Exchange to design and offer such programmes, and an accreditation regime for directorship training in Hong Kong.
On proposals around time commitment and tenure of Independent Non-Executive Director (“INED”), Mr Henry Lai, Past Chairman of HKIoD and current Chairman of the Institute’s Corporate Governance Policies Committee, said, “The emphasis should be on whether the INED and the issuers involved have made an honest assessment as to the ability to devote sufficient time, not a broad-brush requirement on the director to limit the number of INED positions one may hold. Particularly, we do not agree with the Exchange’s proposal which only seeks to limit INED positions one may hold among Hong Kong issuers.” As to the question of how long is too long for an INED, Mr Lai added, “the answer ought to be ‘it depends’. It is the independence of mind that matters, not tenure.”
The Exchange would also want issuers without an independent board chair to designate a Lead INED. Due to the many constraints and practical realities now exist in the Hong Kong market, HKIoD believes there are alternatives that can be more effective. “We do not tend to have majority INED in our market. The Lead INED will be chosen from a small group anyway. We should rather empower and encourage all INEDs to collectively perform, to bring the results that are sought under the Lead INED concept. Meetings with shareholders and stakeholders can be set up for all INEDs to take part. There can be an INED report section in the annual report,” Mr Lai commented.
“Maybe we should encourage more issuers to have an independent board chair. An independent board chair working together with all the other INEDs can be more helpful,” Mr Lai continued.
HKIoD has early on advocated the benefit of moving towards a majority INED, which can make INEDs collectively better able to perform their director roles. With INEDs comprising the majority, their active involvement in board matters becomes more necessary and their time commitment more valued. It should also allow much more room for meaningful rotation and refreshment through careful succession planning.
Apart from the above, the Institute expressed support for many changes proposed by the Exchange including mandating board performance review, maintaining a board skills matrix, mandating the annual reviews of the effectiveness of the issuer’s risk management and internal control systems, disclosure of the issuer’s policy on payment of dividends and the board’s dividend decisions, and disclosures in respect of issuers’ modified auditors’ opinion.
(1)The full response: HKIoD Response to HKEX Consultation
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