Monitoring and Enforcement of Module HC
HC-A.1.13
Disclosure and transparency are underlying principles of Module HC. Disclosure is crucial to allow outside monitoring to function effectively. This Module looks to a combined monitoring system relying on the board, the
listed company andCMSP's shareholders and the CBB.July 2011HC-A.1.14
The
listed company andCMSP's board should support entrepreneurship but also ensure effective monitoring and control. Thus it is important that the board be composed of bothExecutive Directors andnon-Executive Directors , including fully independentnon-Executive Directors . It is the board's responsibility to see to the accuracy and completeness of thelisted company andCMSP's corporate governance guidelines and compliance with Module HC. Failure to comply with this Module is subject to enforcement measures as outlined in the respective Licensing or Listing Module.July 2011HC-A.1.15
Given the reliance of Module HC on a flexible "comply or explain" approach in respect of guidance, shareholders, and in particular larger shareholders and institutional investors, should play an important role in evaluating a
listed company orCMSP's corporate governance and should give weight to all relevant factors that come to their attention. Shareholders should carefully consider explanations given for deviations from Module HC and make reasoned judgments in each case. They should be prepared to enter into a dialogue with the board if they do not accept thelisted company orCMSP's position, bearing in mind in particular the size and complexity of thelisted company orCMSP and the nature of the risks and challenges it faces.July 2011