Key changes

The following table provides a summary of the key changes which will affect issuers’ day-to-day corporate governance compliance and preparation of their CG Reports and annual reports. Issuers are particularly reminded to take note of the implementation dates of the relevant proposals.

There are also certain minor amendments to the HKEx Listing rules that will be in effect from 1 July 2025, covering areas including:

• Codification of the requirement on setting a record date.²¹
• Codification of disclosure in the annual report of issuers’ modified auditors’ opinions.²²
• Clarification of HKEx’s expectation on the provision of monthly updates to the board. The information provided should (where available) include monthly management accounts and management updates. Where directors consider that they have not been provided with sufficient information by management, they should be able to request further information.²³
• Alignment of the requirements for the nomination committee, audit committee and remuneration committee on establishing written terms of reference and the arrangements during temporary deviations from requirements.²⁴

Further Guidance by HKEx

In its Consultation Conclusions, HKEx promises that, in the first half of 2025, HKEx will add to its Corporate Governance Practices portal a new guidance (the “Further Guidance”) for boards and directors to assist issuers’ compliance with the new Corporate Governance requirements and address the public’s requests for guidance by providing further guidance on the required disclosure of specific topics in the CG Reports and annual reports. HKEx has not yet published the Further Guidance as of the date of this Update. We will provide updates once the Further Guidance is available.

In-depth 2025-061

1. New code provision C.1.8 under the Corporate Governance Code
2. Paragraph 38 of the Consultation Conclusions
3. New code provision F.1.1
4. New paragraph L. (d) of the Mandatory Disclosure Requirements under the Corporate Governance Code (“MDR”)
5. New code provision F.1.1
6. New paragraph B. (i) of the MDR
7. New Code provision C.1.1
8. Paragraph 82 of the Consultation Conclusions
9. Paragraph 90 of the Consultation Conclusions
10. Paragraph 102 of the Consultation Conclusions
11. New paragraph E.(d).(iii) of the MDR
12. Paragraph 112 of the Consultation Conclusions
13. New Note 3 to Main Board Rule 3.13A and New Note 3 to GEM Rule 5.09A
14. Paragraph 131 of the Consultation Conclusions
15. New paragraph B.(a) of the MDR
16. New paragraph J. (b) of the MDR
17. New paragraph J. (c) of the MDR
18. New paragraph H. of the MDR
19. Paragraph 188 of the Consultation Conclusion
20. New paragraph M. of the MDR
21. New Main Board Rule 13.66(1) and GEM Rule 17.78(1)
22. Paragraph 3.1 of Appendix D2 to the Main Board Listing Rules and Note to GEM Rule 18.47
23. New code provision D.1.2
24. New Main Board Rules 3.23, 3.27, 3.27B and 3.27C and GEM Rules 5.33, 5.36, 5.36B and 5.36C (for all issuers except for issuers with a weighted voting rights structure), and new Main Board Rule 8A.28A (for issuers with a weighted voting rights structure). The requirements for the nomination committee, the audit committee and the remuneration committee do not apply to secondary listed overseas issuers.