PART 1 - MANDATORY DISCLOSURE REQUIREMENTS
To provide transparency, issuers must include the following information for the accounting period covered by the annual report and significant subsequent events for the period up to the date of publication of the annual report, to the extent possible. Failure to do so will be regarded as a breach of the GEM Listing Rules.
A. CORPORATE GOVERNANCE PRACTICES
(a) A narrative statement explaining how the issuer has applied the Principles to enable shareholders’ evaluation of such application;
(b) a statement as to whether the issuer has complied with the code provisions; and
(c) for any deviation from the code provisions (including adoption of any alternatives other than the code provisions), details of the deviation during the financial year (including the Considered Reasons and Explanation).
B. BOARD OF DIRECTORS
(a) Composition of the board, by category of directors, including name of chairman, executive directors, non-executive directors and independent non-executive directors;
(b) number of board meetings held during the financial year;
(c) attendance of each director, by name, at the board and general meetings;
Notes: 1 Subject to the issuer’s constitutional documents, and the laws and regulations of its place of incorporation, attendance by a director at a meeting by electronic means such as telephonic or video-conferencing may be counted as physical attendance.
2 If a director is appointed part way during a financial year, the attendance of such director should be stated by reference to the number of board meetings held during the director’s tenure.
(d) for each named director, the number of board or committee meetings attended by the director, and, separately the number of board or committee meetings attended by the alternate of the director. Attendance at board or committee meetings by an alternate director should not be counted as attendance by the director;
(e) a statement of the respective responsibilities, accountabilities and contributions of the board and management. In particular, a statement of how the board operates, including a high level statement on the types of decisions taken by the board and those delegated to management;
(f) details of non-compliance (if any) with rules 5.05(1) and (2), and 5.05A and an explanation of the remedial steps taken to address non-compliance. This should cover non-compliance with appointment of a sufficient number of independent non-executive directors and appointment of an independent non-executive director with appropriate professional qualifications, or accounting or related financial management expertise;
(g) reasons why the issuer considers an independent non-executive director to be independent where such director fails to meet one or more of the guidelines for assessing independence set out in rule 5.09;
(h) relationship (including financial, business, family or other material/relevant relationship(s)), if any, between board members and in particular, between the chairman and the chief executive; and
(i) how each director, by name, complied with code provision C.1.4.
C. CHAIRMAN AND CHIEF EXECUTIVE
The identity of the chairman and chief executive.
D. NON-EXECUTIVE DIRECTORS
The term of appointment of non-executive directors.
E. BOARD COMMITTEES
The following information for each of the audit committee, remuneration committee, nomination committee, risk committee (if any), and corporate governance functions:
(a) the role and function of the committee;
(b) the composition of the committee and whether it comprises independent non-executive directors, non-executive directors and executive directors (including their names and identifying the chairman of the committee);
(c) the number of meetings held by the committee during the year to discuss matters and the record of attendance of members, by name, at meetings held during the year; and
(d) a summary of the work during the year, including:
(i) for the audit committee, a report on how it met its responsibilities in its review of the quarterly, half-yearly and annual results, and unless expressly addressed by a separate risk committee, or the board itself, its review of the risk management and internal control systems, the effectiveness of the issuer’s internal audit function, and its other duties under the Corporate Governance Code. Details of non-compliance with rule 5.28 (if any) and an explanation of the remedial steps taken by the issuer to address non-compliance with establishment of an audit committee;
(ii) for the remuneration committee, determining the policy for the remuneration of executive directors, assessing performance of executive directors and approving the terms of executive directors’ service contracts, performed by the remuneration committee. Disclose which of the two models of remuneration committee described in code provision E.1.2(c) was adopted;
(iii) for the nomination committee, disclosing the policy for the nomination of directors during the year. This includes the nomination procedures and the process and criteria adopted by the nomination committee to select and recommend candidates for directorship during the year;
(iv) for the risk committee (if any), a report on how it met its responsibilities in its review of the risk management and internal control systems and the effectiveness of the issuer’s internal audit function; and
(v) for corporate governance, determining the policy for the corporate governance of the issuer, and duties performed by the board or the committee(s) under code provision A.2.1.
F. COMPANY SECRETARY
(a) Where an issuer engages an external service provider as its company secretary, its primary corporate contact person at the issuer (including such person’s name and position); and
(b) details of non-compliance with rule 5.15.
G. DIRECTORS' SECURITIES TRANSACTIONS
For the required standard of dealings set out in rules 5.48 to 5.67:
(a) whether the issuer has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard of dealings;
(b) having made specific enquiry of all directors, whether the directors of the issuer have complied with, or whether there has been any non-compliance with, the required standard of dealings and its code of conduct regarding directors' securities transactions; and
(c) for any non-compliance with the required standard of dealings, if any, details of these and an explanation of the remedial steps taken by the issuer to address them.
H. RISK MANAGEMENT AND INTERNAL CONTROL
An issuer who reports in the Corporate Governance Report that it has conducted a review of the effectiveness of its risk management and internal control systems under code provision D.2.1 must disclose the following:
(a) whether the issuer has an internal audit function;
(b) how often the risk management and internal control systems are reviewed and the period covered; and
(c) whether the issuer considers its risk management and internal control systems effective and adequate.
I. AUDITOR'S REMUNERATION AND AUDITOR RELATED MATTERS
An analysis of remuneration in respect of audit and non-audit services provided by the auditors (including any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the audit firm nationally or internationally) to the issuer. The analysis must include, in respect of each significant non-audit service assignment, details of the nature of the services and the fees paid.
(a) The issuer’s policy on board diversity or a summary of the policy, including any measurable objectives that it has set for implementing the policy, and progress on achieving those objectives;
(b) disclose and explain:
(i) how and when gender diversity will be achieved in respect of the board;
(ii) the numerical targets and timelines set for achieving gender diversity on its board; and
(iii) what measures the issuer has adopted to develop a pipeline of potential successors to the board to achieve gender diversity.
(c) disclose and explain the gender ratio in the workforce (including senior management), any plans or measurable objectives the issuer has set for achieving gender diversity and any mitigating factors or circumstances which make achieving gender diversity across the workforce (including senior management) more challenging or less relevant.
Note: In this Corporate Governance Code, “senior management” refers to the same persons referred to in the issuer’s annual report and required to be disclosed under rule 18.39.
K. SHAREHOLDERS' RIGHTS
(a) How shareholders can convene an extraordinary general meeting;
(b) the procedures by which enquiries may be put to the board and sufficient contact details to enable these enquiries to be properly directed; and
(c) the procedures and sufficient contact details for putting forward proposals at shareholders' meetings.
L. INVESTOR RELATIONS
(a) Any significant changes in the issuer’s constitutional documents during the year;
(b) the issuer’s shareholders’ communication policy (or its summary), which should include channels for shareholders to communicate their views on various matters affecting the issuer, as well as steps taken to solicit and understand the views of shareholders and stakeholders; and
(c) a statement of the issuer’s review of the implementation and effectiveness of the shareholders’ communication policy conducted during the year (including how it arrives at the conclusion).