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Governance & ESG

Listing Rules Corporate Governance Code

Board composition, independence, diversity, and the risk management and internal control provisions that Hong Kong listed issuers report against each year.

Duration
2 hr 12 min
Level
Professional
CPT hours
2
Format
Recorded seminar

Course overview

The Corporate Governance Code sets the expectations for how a Hong Kong listed issuer is run: how its board is composed, how independence is preserved, how risk is managed, and how all of that is disclosed to the market.

This course covers the Code's structure — mandatory disclosure requirements, code provisions on a comply-or-explain basis, and recommended best practices — and then works through the substance. Board composition and the role of independent non-executive directors, the tenure and over-boarding provisions that constrain long-serving INEDs, and the board skills matrix and diversity requirements.

It goes on to the board committees, directors' duties and continuous professional development, and the risk management and internal control framework including the annual review and its disclosure. The course closes with the corporate governance report itself and the disclosure weaknesses that most often attract comment.

What you'll learn

  • Navigate the Code's three tiers of obligation and what each requires
  • Assess board composition and independent non-executive director independence
  • Apply the tenure, over-boarding, and diversity provisions
  • Explain the composition and remit of each board committee
  • Implement the risk management and internal control review and disclose its outcome
  • Prepare a corporate governance report that withstands scrutiny

Course structure

  1. Part 1

    Code structure and board composition

    Mandatory disclosures, code provisions, recommended practices, and the composition of the board.

  2. Part 2

    Independence and diversity

    INED independence tests, tenure and over-boarding limits, the board skills matrix, and diversity policy.

  3. Part 3

    Committees and directors' duties

    Audit, remuneration, and nomination committees, directors' duties, induction, and continuous professional development.

  4. Part 4

    Risk, controls, and reporting

    The risk management and internal control framework, the annual review, and the corporate governance report.

Key topics covered

Board composition

  • Board structure and balance
  • Independent non-executive directors
  • Chairman and chief executive separation
  • Board evaluation

Independence and diversity

  • INED independence assessment
  • Tenure and over-boarding provisions
  • Board skills matrix
  • Diversity policy and targets

Committees

  • Audit committee composition and remit
  • Remuneration committee
  • Nomination committee
  • Reporting to the board

Risk and disclosure

  • Risk management framework
  • Internal control systems
  • Annual review and effectiveness
  • The corporate governance report

Who should attend

  • Company secretaries and governance professionals
  • Directors and board committee members
  • Internal audit and risk management teams
  • Legal counsel to listed issuers
  • Investor relations professionals

Assessment and certification

Once you have watched the seminar, a short multiple-choice assessment unlocks. Score 60% or higher and a Certificate of Attendance for 2 CPT hours is issued immediately, carrying a unique reference number.

The certificate resolves to a public verification page, so an employer or regulator can confirm it without contacting us. It also counts towards the CPT hours ledger on your dashboard.

See how verification works

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