Governance Briefing — February 14, 2025
Hong Kong-listed issuers enter the first reporting season under HKEX’s gender diversity mandate, requiring boards to confirm they are no longer single-gender and to document nomination oversight upgrades.
Executive briefing: The Hong Kong Exchanges and Clearing Limited (HKEX) transitional period for single-gender boards ended on 31 December 2024. Corporate Governance Code Provision B.1.3 and Main Board Listing Rule 13.92 now require issuers to have at least one director of a different gender and to disclose diversity policies in their 2024 annual reports. Boards need to evidence the new oversight before HKEX’s February–April 2025 reporting reviews.
Key governance signals
- Gender diversity is compulsory. HKEX will treat single-gender boards as in breach of the Listing Rules and can suspend trading or reject new listings if issuers fail to appoint at least one director of another gender.
- Nomination committees under scrutiny. Provision B.3.1 requires nomination committees to monitor board diversity annually, publish measurable objectives, and report progress in corporate governance reports.
- ESG disclosures tied to governance. ESG reports released within five months of fiscal year-end must reiterate the board’s diversity policy implementation and pipelines for future appointments.
Action checklist
- Document nomination committee minutes confirming gender-balanced shortlists and succession plans for 2025 annual general meetings.
- Update corporate governance reports with measurable diversity objectives, timelines, and explanations for any interim shortfalls.
- Align ESG and corporate governance disclosures so that diversity metrics, training programmes, and board evaluation findings are consistent across filings.
Sources
- HKEX Consultation Conclusions on the Corporate Governance Code and Listing Rules (December 2021)
- HKEX Main Board Listing Rules — Corporate Governance Code (Appendix 14)
Zeph Tech supports Hong Kong issuers on board renewal, diversity metric tracking, and ESG alignment reviews for the 2025 reporting season.