cp124q.docx

1、cp124qQUESTIONNAIRE ON CONSULTATION PAPER ON REVIEW OF THE CODE ON CORPORATE GOVERNANCE PRACTICES AND ASSOCIATED LISTING RULESThe Exchange invites views on its Consultation Paper on Review of the Code on Corporate Governance Practices and Associated Listing Rules (Consultation Paper), downloadable f

2、rom the HKEx website at: .hk/eng/newsconsul/mktconsul/documents/cp2010124.pdf.This Questionnaire contains the Personal Information Collection and Privacy Policy Statement; Part A: General Information of the Respondent; and Part B: Consultation Questions.All responses should be made in writing by com

3、pleting and returning to HKEx both Part A and Part B of this Questionnaire no later than 18 March 2011 by one of the following methods:By mail or hand delivery toCorporate Communications DepartmentHong Kong Exchanges and Clearing Limited12th Floor, One International Finance Centre1 Harbour View Stre

4、etCentralHong KongRe: Consultation Paper on Review of The Code on Corporate Governance Practices and Associated Listing RulesBy fax to (852) 2524-0149By e-mail to response.hkPlease mark in the subject line:“Re: CP on CG Review”Our submission enquiry number is (852) 2840-3844. The names of persons wh

5、o submit comments together with the whole or part of their submissions may be disclosed to members of the public. If you do not wish your name to be published please indicate so in Part A. Personal Information Collection and Privacy Policy StatementProvision of Personal Data1. Your supply of Persona

6、l Data to HKEx is on a voluntary basis. “Personal Data” in these statements has the same meaning as “personal data in the Personal Data (Privacy) Ordinance, Cap 486, which may include your name, identity card number, mailing address, telephone number, email address, login name and/or your opinion.Pe

7、rsonal Information Collection Statement2. This Personal Information Collection Statement is made in accordance with the guidelines issued by the Privacy Commissioner for Personal Data. It sets out the purposes for which your Personal Data will be used after collection, what you are agreeing to in re

8、spect of HKExs use, transfer and retention of your Personal Data, and your rights to request access to and correction of your Personal Data.Purpose of Collection3. HKEx may use your Personal Data provided in connection with this consultation paper for purposes relating to this consultation and for o

9、ne or more of the following purposes: administration, processing and publication of the consultation paper and any responses received; performing or discharging HKExs functions and those of its subsidiaries under the relevant laws, rules and regulations; research and statistical analysis; and any ot

10、her purposes permitted or required by law or regulation.Transfer of Personal Data4. Your Personal Data may be disclosed or transferred by HKEx to its subsidiaries and/or regulator(s) for any of the above stated purposes. 5. To ensure that the consultation is conducted in a fair, open and transparent

11、 manner, any response together with your name may be published on an “as is” basis, in whole or in part, in document form, on the HKEx website or by other means. In general, HKEx will publish your name only and will not publish your other Personal Data unless specifically required to do so under any

12、 applicable law or regulation. If you do not wish your name to be published or your opinion to be published, please state so when responding to this paper. Access to and Correction of Data6. You have the right to request access to and/or correction of your Personal Data in accordance with the provis

13、ions of the Personal Data (Privacy) Ordinance. HKEx has the right to charge a reasonable fee for processing any data access request. Any such request for access to and/or correction of your Personal Data should be addressed to the Personal Data Privacy Officer of HKEx in writing by either of the fol

14、lowing means: By mail to: Personal Data Privacy OfficerHong Kong Exchanges and Clearing Limited12th Floor, One International Finance Centre1 Harbour View StreetCentralHong KongRe: Consultation Paper on Review of the Code on Corporate Governance Practices and Associated Listing RulesBy email to: pdpo

15、.hk Retention of Personal Data7. Your Personal Data will be retained for such period as may be necessary for the carrying out of the above-stated purposes. Privacy Policy Statement 8. HKEx is firmly committed to preserving your privacy in relation to the Personal Data supplied to HKEx on a voluntary

16、 basis. Personal Data may include names, identity card numbers, telephone numbers, mailing addresses, e-mail addresses, login names, opinion, etc., which may be used for the stated purposes when your Personal Data are collected. The Personal Data will not be used for any other purposes without your

17、consent unless such use is permitted or required by law or regulation.9. HKEx has security measures in place to protect against the loss, misuse and alteration of Personal Data supplied to HKEx. HKEx will strive to maintain Personal Data as accurately as reasonably possible and Personal Data will be

18、 retained for such period as may be necessary for the stated purposes and for the proper discharge of the functions of HKEx and those of its subsidiaries.Part A General Information of the RespondentAll fields are mandatory, except the fields with an asterisk (*) if you are an individual respondent.N

19、ame/ Company Name*: Contact Person: Title: Phone Number: E-mail Address: If you do not wish to disclose the above information to the public, please check the box here: I do not wish to disclose the information above.Part B Consultation QuestionsPlease indicate your preference by checking the appropr

20、iate boxes. Please reply to the questions below on the proposed change discussed in the Consultation Paper downloadable from the HKEx website at: .hk/eng/newsconsul/mktconsul/documents/cp2010124.pdf.Where there is insufficient space provided for your comments, please attach additional pages.CHAPTER

21、1: INTRODUCTIONPlain Writing AmendmentsQuestion 1. Do you have any comments on the plainer writing amendments? Do you consider any part(s) of the plainer writing amendments will have unintended consequences? Yes No Please give reasons for your views.CHAPTER 2: PROPOSED SUBSTANTIVE AMENDMENTSPART I:

22、DIRECTORS1. Directors Duties and Time CommitmentsQuestion 2. Do you agree with our proposed change to Rule 3.08 to clarify the responsibilities the Exchange expects of directors? Yes No Please give reasons for your views.Question 3. Do you agree with our proposed addition of the Note to Rule 3.08 re

23、ferring to the guidance issued by the Companies Registry and HKIOD? Yes No Please give reasons for your views.Question 4. Do you agree to include a new duty (CP A.5.2(e) in the nomination committees written terms of reference that it should regularly review the time required from a director to perfo

24、rm his responsibilities to the issuer, and whether he is meeting that requirement? Yes No Please give reasons for your views.Question 5. Do you agree to include anew duty (CP A.5.2(f) in the nomination committees written terms of referencethat it should review NEDs annual confirmation thatthey have

25、spent sufficient time on the issuers business ? Yes No Please give reasons for your views.Question 6. Do you agree to include a disclosure requirement in the Corporate Governance Report (paragraph L(d)(ii) of Appendix 14) that NEDs have made annual confirmation to the nomination committee that they

26、have spent sufficient time on the issuers business? Yes No Please give reasons for your views.Question 7. Do you agree to expanding CP A.5.3(re-numbered CP A.6.3) to state that a director should limit his other professional commitments and acknowledge to the issuer that he will have sufficient time

27、to meet his obligations? Yes No Please give reasons for your views.Question 8. Do you agree to expanding CP A.5.3 (re-numbered CP A.6.3) to state that an NED should confirm annually to the nomination committee that he has spent sufficient time on the issuers business? Yes No Please give reasons for

28、your views.Question 9. Do you agree to upgrading RBP D.1.4 to a CP (re-numbered CP D.1.4) and amending it to state that an NEDs letter of appointment should set out the expected time commitment? Yes No Please give reasons for your views.Question 10. Do you agree to upgrading RBP A.5.6 to a CP (re-nu

29、mbered CP A.6.6) and to amending it to encourage timeliness of disclosure by a director to the issuer on any change to his significant commitments? Yes No Please give reasons for your views.Question 11. Do you consider that there should be a limit on the number of INED positions an individual may ho

30、ld? Yes No Please give reasons for your views.Question 12. If your answer to Question 11 is “yes”, what should be the number? Please give reasons for your views. Question 13. If your answer to Question 11 is “yes”, do you think that it should be a Rule or a CP? Rule CP Please give reasons for your v

31、iews.2. Directors Training and Independent Non-executive DirectorsQuestion 14. Do you agree that we should upgrade RBP A.5.5 (requirement for continuous professional development) to a CP (re-numbered CP A.6.5)? Yes No Please give reasons for your views.Question 15. Do you agree that the minimum number of hours of directors training should be eight? Yes No Please give reasons for your views.Question 16. What training methods do you consider to be acceptable for the requirements stated in the proposed C