Environmental and Social Matters (13.91-13.92)
(1) The Environmental, Social and Governance (“ESG”) Reporting Guide in Appendix 27 comprises two levels of disclosure obligations: (a) mandatory disclosure requirements; and (b) “comply or explain” provisions.
(2) For the relevant financial year in their annual reports or in separate ESG reports, issuers must:
(a) disclose the information required under the “Mandatory Disclosure Requirements” in Part B of the ESG Reporting Guide; and
(b) state whether they have complied with the “comply or explain” provisions set out in Part C of the ESG Reporting Guide.
(3) Where the issuer deviates from the “comply or explain” provisions, it must give considered reasons in its ESG report.
(4) Issuers must publish their ESG reports on an annual basis and regarding the same period covered in their annual reports. An ESG report may be presented as information in the issuer’s annual report or in a separate report. Regardless of the format adopted, the ESG report must be published on the Exchange’s website and the issuer’s website.
(5) Where the ESG report does not form part of the issuer’s annual report:
(a) To the extent permitted under all applicable laws and regulations and the issuer’s own constitutional documents, an issuer is not required to provide the ESG report in printed form to its shareholders irrespective of whether such shareholders have elected to receive the issuer’s corporate communication electronically or otherwise under rule 2.07A.
(b) The issuer must notify the intended recipient of:
(i) the presence of the ESG report on the website; (ii) the address of the website; (iii) the place on the website where it may be accessed; and (iv) how to access the ESG report.
(c) Notwithstanding the above, the issuer shall promptly provide a shareholder with an ESG report in printed form upon its specific request.
(d) The issuer is encouraged to publish the ESG report at the same time as the publication of the annual report. In any event, the issuer should publish the ESG report as close as possible to, and no later than five months after, the end of the financial year.
The nomination committee (or the board) shall have a policy concerning diversity of board members, and shall disclose the policy on diversity or a summary of the policy in the corporate governance report.
Note: Board diversity will differ according to the circumstances of each issuer. Diversity of board members can be achieved through consideration of a number of factors, including but not limited to gender, age, cultural and educational background, or professional experience. Each issuer should take into account its own business model and specific needs, and disclose the rationale for the factors it uses for this purpose.