• HC-8.3 HC-8.3 Disclosure as a Company

    • HC-8.3.1

      The company must disclose in its annual report the following:

      July 2011

    • HC-8.3.2

      Ownership of Shares:

      (a) Distribution of ownership by nationality;
      (b) Distribution of ownership by size of shareholder;
      (c) Ownership by Government; and
      (d) Names of shareholders owning 5% or more and, if they act in concert, a description of the voting, shareholders' or other agreements among them relating to acting in concert, and of any other direct and indirect relationships among them or with the company or other shareholders.
      July 2011

    • HC-8.3.3

      Board, Board Members and Management:

      (a) The 'mandate' of the board must be set out;
      (b) The types of material transactions that require board approval;
      (c) Names, their capacity of representation and detailed information about the directors, including directorships of other boards, positions, qualifications and experience (must describe each director as executive or non-executive);
      (d) Number and names of independent members;
      (e) Board terms and the start date of each term;
      (f) What the board does to induct/educate/orient new directors;
      (g) Director's ownership of shares;
      (h) Election system of directors and any termination arrangements;
      (i) Director's trading of company shares during the year;
      (j) Meeting dates and number of meetings held during the year;
      (k) Attendance of directors at each meeting;
      (l) Remuneration policy and aggregate remuneration to board members;
      (m) List of senior managers and profile of each;
      (n) Shareholding of senior managers;
      (o) Remuneration policy and aggregate remuneration paid to the executive management;
      (p) Details of stock options and performance-linked incentives available to executives;
      (q) Whether the board has adopted a written code of ethical business conduct, and if so a statement of how the board monitors compliance; and
      (r) The percentage of women and men on the board, where the absence of representation of either women or men must be stated.
      Amended: October 2022
      Amended: January 2012
      July 2011

    • HC-8.3.4

      Committees:

      (a) Names of the board committees;
      (b) Functions of each committee;
      (c) Names of each director of each committee divided into independent and non-independent;
      (d) Minimum number of meetings per year;
      (e) Actual number of meetings;
      (f) Attendance of committees' members;
      (g) Aggregate members' remuneration; and
      (h) Work of committees and any significant issues arising during the period.
      Amended: January 2012
      July 2011

    • HC-8.3.5

      Corporate Governance:

      (a) Reference to this Module and the Corporate Governance Code (CGC) and guidelines of the company; and
      (b) Changes on the companies corporate governance guidelines that took place during the year.
      (c) [This Subparagraph was deleted in January 2012]
      Amended: January 2012
      July 2011

    • HC-8.3.6

      Auditors:

      (a) [This Subparagraph was deleted in January 2012];
      (b) Audit fees;
      (c) Non-audit services provided by the external auditor and fees;
      (d) Reasons for any switching of auditors and re-appointing of auditors; and
      (e) Review of internal control processes and procedures.
      Amended: January 2012
      July 2011

    • HC-8.3.7

      Financial Information:

      Announcements of financial results must be in line with International Financial Reporting Standards and must include at least the following:

      (a) Balance sheet, income statement, cash flow statement and changes in shareholders' equity;
      (b) External Auditor;
      (c) External Auditor's signature date;
      (d) Board approval date; and
      (e) The directors' responsibility with regard to the preparation of financial statements.
      July 2011

    • HC-8.3.8

      Conflict of interest:

      (a) Any issues on conflicts of interest arising must be reported;
      (b) Describe any steps the board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest;
      (c) Approval process for related party transactions; and
      (d) Related party transactions.
      Amended: January 2012
      July 2011

    • HC-8.3.9

      Board of Directors — whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution.

      July 2011

    • HC-8.3.10

      Other:

      (a) Means of communication with shareholders and investors; and
      (b) Separate report on Management Discussion and Analysis, this must identify and comment on the management of principal risks and uncertainties faced by the business.