Corporate Governance Code & Related Listing Rule Changes Effective 1 July 2025

The Hong Kong Stock Exchange is set to implement significant updates to its Corporate Governance Code and Listing Rules, effective 1 July 2025. Aimed at strengthening board effectiveness, independence, and diversity, these amendments introduce measures such as a Lead INED role, mandatory continuous professional development for directors, and a cap on INED directorships and tenure. With a focus on improved risk management, internal controls, and transparent dividend policies, the changes reflect global best practices and stakeholder feedback to elevate corporate governance standards for Hong Kong-listed companies.

To facilitate a smooth transition, the Stock Exchange has outlined phased implementation periods, including a three-year transition for the INED directorship cap and a six-year phase-in for the nine-year INED tenure limit. Comprehensive guidance will be provided through a new Corporate Governance Guide, set for release in early 2025, to assist listed companies in meeting these requirements. These updates underscore the Exchange’s commitment to fostering robust governance frameworks that enhance shareholder engagement and long-term value creation.