HC-8 HC-8 Corporate Governance Disclosure
HC-8.1 HC-8.1 Principle
HC-8.1.1
The
investment firm licensee must disclose its corporate governance.January 2011HC-8.2 HC-8.2 Disclosure Under the Company Law and CBB Requirements
HC-8.2.1
The Board must oversee the process of disclosure to all stakeholders. The Board must ensure that the
licensee's communications are fair, transparent, comprehensive and timely.January 2011HC-8.2.2
In each
investment firm licensee :(a) The Board must adopt written corporate governance guidelines covering the matters stated in Module HC and other corporate governance matters deemed appropriate by the Board. Such guidelines must include or refer to the principles and rules of Module HC;(b) Theinvestment firm licensee must publish the guidelines on its website, if it has a website (see HC-7.2.4);(c) At each annual shareholders' meeting the Board must report on theinvestment firm licensee's compliance with its guidelines and Module HC, and explain the extent if any to which it has varied them or believes that any variance or noncompliance was justified; and(d) At each annual shareholders' meeting the Board must also report on further items listed in Appendix B. Such information should be maintained on theinvestment firm licensee's website or held at theinvestment firm licensee's premises on behalf of the shareholders.January 2011HC-8.2.3
The CBB may issue a template as a guide for an
investment firm licensee's annual meeting corporate governance discussion.January 2011HC-8.2.4
The licensee's annual report must identify
Directors as executive, non-executive, or independent non-executive, and provide the definition of independence used.January 2011