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HC-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 or CMSP'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 the listed company or CMSP's position, bearing in mind in particular the size and complexity of the listed company or CMSP and the nature of the risks and challenges it faces.

July 2011