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  • HC-4 HC-4 Appointment, Training and Evaluation of the Board

    • HC-4.1 HC-4.1 Principle

      • HC-4.1.1

        The investment firm licensee must have rigorous procedures for appointment, training and evaluation of the Board.

        January 2011

    • HC-4.2 HC-4.2 Board Nominations to Shareholders

      • HC-4.2.1

        Each proposal by the Board to the shareholders for election or reelection of a director must be accompanied by a recommendation from the Board, and the following specific information:

        (a) The term to be served, which may not exceed three years (but there need not be a limit on reelection for further terms);
        (b) Biographical details and professional qualifications;
        (c) In the case of an independent director, a statement that the Board has determined that the criteria of independent director have been met;
        (d) Any other directorships held;
        (e) Particulars of other positions which involve significant time commitments, and
        (f) Details of relationships between:
        (i) The candidate and the investment firm licensee, and
        (ii) The candidate and other directors of the investment firm licensee.
        January 2011

      • HC-4.2.2

        The chairman of the Board should confirm to shareholders when proposing re-election of a director that, following a formal performance evaluation, the person's performance continues to be effective and continues to demonstrate commitment to the role. Any term beyond six years (e.g. two three-year terms) for a director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the Board. Serving more than six years is relevant to the determination of a non-executive director's independence.

        January 2011

      • HC-4.2.3

        Licensees must notify the CBB immediately on any change in board categorisation.

        Added: April 2021

    • HC-4.3 HC-4.3 Induction and Training of Directors

      • HC-4.3.1

        The chairman of the Board must ensure that each new director receives a formal and tailored induction to ensure his contribution to the Board from the beginning of his term. The induction must include meetings with senior management, visits to company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programs, its internal and external auditors and legal counsel.

        January 2011

      • HC-4.3.2

        All continuing directors must be invited to attend orientation meetings and all directors must continually educate themselves as to the investment firm licensee's business and corporate governance.

        January 2011

      • HC-4.3.3

        Management, in consultation with the chairman of the Board, should hold programs and presentations to directors respecting the investment firm licensee's business and industry, which may include periodic attendance at conferences and management meetings.

        January 2011