Latest HKEX Corporate Governance Code Amendments: What Hong Kong Listed Companies Need to Know
- KTCCPA
- Jun 6
- 2 min read
On 19 December 2024, the Stock Exchange of Hong Kong Limited (HKEX) released its Consultation Conclusions confirming wide-ranging amendments to the Corporate Governance Code (CG Code) and related Listing Rules. These changes, effective from 1 July 2025, aim to further enhance board effectiveness, independence, diversity, risk management, and transparency for all HK-listed companies.
As a professional CPA firm in Hong Kong, we understand the importance of staying ahead of regulatory developments. Below is a concise summary of the key changes and what they mean for your business.
Key Highlights of the New HKEX Corporate Governance Reforms
Board Effectiveness and INED Requirements
All listed companies must designate a lead independent non-executive director (INED) if the board chair is not independent, with clear disclosure obligations.
Enhanced requirements for director training, board performance reviews, and disclosure of board skills matrix.
A new cap limits INEDs to serving on no more than six listed boards, with a transition period for existing issuers.
INED Tenure Limits
A hard cap of nine years for INED tenure, with a three-year cooling-off period before reappointment to the same board.
Phased implementation, with full compliance required by the first AGM on or after 1 July 2031.
Board and Workforce Diversity
Nomination committees must include at least one member of a different gender.
Annual review and disclosure of board and workforce diversity, including gender ratios in senior management.
Requirement to adopt and disclose a workforce diversity policy.
Risk Management and Internal Controls
Boards must conduct annual reviews of risk management and internal control systems, with enhanced disclosure in the Corporate Governance Report.
Dividend Policy and Other Listing Rule Changes
Issuers must disclose their dividend policy and board decisions on dividends.
New requirements for record dates, disclosure of modified auditors’ opinions, and monthly financial updates for directors.
How We Can Help
Navigating these significant regulatory changes can be complex and time-consuming. Our team of experienced CPAs and corporate finance professionals is here to support you in:
Reviewing your board composition and governance practices
Advising on compliance with new INED and diversity requirements
Assisting with policy updates, disclosure obligations, and training
Providing guidance on risk management and internal controls
Get in Touch with Us
We offer tailored corporate finance and compliance services to ensure your company meets the latest HKEX standards efficiently and effectively.
If you have any questions about the new HKEX Corporate Governance Code amendments or need assistance with corporate finance and compliance matters, please contact us today. Our team is ready to help you navigate these changes and strengthen your company’s governance framework.
Stay compliant and future-ready—partner with us for all your corporate finance and governance needs.
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