Hong Kong corporate governance code board composition requirements

Overview of Hong Kong Corporate Governance Requirements

The Hong Kong Corporate Governance Code sits in Appendix C1 to the Main Board Listing Rules and Appendix C1 to the GEM Listing Rules. It is the governance framework every listed issuer must follow. Appendix C1 has three layers: Mandatory Disclosure Requirements, Code Provisions on a comply-or-explain basis, and Recommended Best Practices. A Code Provision is not a Listing Rule. An issuer may depart from it if it explains why. A Listing Rule must be complied with without exception. The December 2024 consultation conclusions package took effect on 1 July 2025, applying to corporate governance reports and annual reports for financial years commencing on or after that date.

Hong Kong Board Composition Rules

Every listed issuer's board must meet minimum composition requirements under the Listing Rules. The primary sources are Rules 3.10, 3.10A, 3.13, 3.13A and 3.12A of the Main Board Listing Rules, and their equivalents in the GEM Listing Rules.

The board must include at least three independent non-executive directors (Rule 3.10). At least one of them must hold appropriate professional qualifications or accounting or related financial management expertise. Rule 3.10A requires that independent non-executive directors represent at least one-third of the board. Rule 3.13 sets out the factors the Exchange considers in assessing independence.

For the independent non-executive director requirements , including the specific criteria under Rule 3.13 , see the dedicated page on independent non-executive directors.

Hong Kong Independent Non-Executive Director Requirements

The independence of non-executive directors is central to the board's ability to exercise objective judgment. Rule 3.13 lists the factors the Exchange uses to assess independence: any past or present financial, business or family relationships that could compromise objectivity. Rule 3.13A (the nine-year long service cap) and Rule 3.12A (the six-directorship cap) impose further restrictions. Full details are on the independent non-executive directors page.

The Nine-Year Long Service Cap (Rule 3.13A)

Rule 3.13A took effect on 1 July 2025. A board must not include an independent non-executive director who has served as an independent non-executive director for nine years or more, as at the conclusion of the annual general meeting following the end of that nine-year tenure. Such a director is a Long Serving INED.

The transition runs over six years in two phases:

Phase	Deadline	Requirement
Phase 1	Conclusion of the first annual general meeting held on or after 1 July 2028	Long Serving INEDs must not represent a majority of the issuer's independent non-executive directors
Phase 2	Conclusion of the first annual general meeting held on or after 1 July 2031	The board must not include any Long Serving INED

The cooling-off period is three years. A former Long Serving INED may be re-appointed if they satisfy Rule 3.13 and have not been a director of the issuer, its holding company, their subsidiaries or any core connected person in the three years before re-appointment. Rule 3.13A does not apply to secondary-listed overseas issuers under Rule 19C.11.

The Six-Directorship Cap (Rule 3.12A)

Rule 3.12A took effect on 1 July 2025. An independent non-executive director must not concurrently hold more than six directorships of issuers listed on the Main Board or GEM. An Overboarding INED is one holding seven or more such directorships.

A new listing applicant must have no Overboarding INED on its board on listing, for listings from 1 July 2025. Existing issuers have a three-year transition: an independent non-executive director over the cap as at 30 June 2028 must comply by the conclusion of the earliest annual general meeting held on or after 1 July 2028 by any of the issuers concerned.

Worked examples and transition planning for both caps are on the independent non-executive directors page.

Hong Kong Board Skills Matrix Code Provision B.1.5

Code Provision B.1.5 of Appendix C1 took effect on 1 July 2025 and applies on a comply-or-explain basis. The issuer should maintain and disclose in its corporate governance report a board skills matrix setting out:

• The mix of skills the board currently has
• How that combination of skills, experience and diversity serves the issuer's purpose, values, strategy and desired culture
• Where applicable, further skills the board is seeking, the plans to acquire them, and progress against the previous year's plans

The board skills matrix is not a statutory filing. It is a governance disclosure, presented in a format that allows shareholders to assess whether the board has the competencies needed for the issuer's current and planned activities. The nomination committee prepares the matrix and recommends any gaps to be filled through director appointments or training.

Hong Kong Board Evaluation Requirements

Code Provision B.1.3 of Appendix C1 requires the board to perform an annual review of its own performance, the performance of its committees, and the performance of individual directors. The evaluation may be conducted internally or with the assistance of an external facilitator.

For the full requirements , including the scope of the review and disclosure in the corporate governance report , see the dedicated page on board evaluation.

Board and Workforce Diversity Requirements

Rule 13.92(2) of the Main Board Listing Rules states that the Exchange will not consider diversity to be achieved for a single gender board. Existing issuers had until 31 December 2024 to appoint a director of a different gender. From 1 January 2025, a single gender board is a breach of the Listing Rules. A new listing applicant must have identified at least one director of a different gender for Form A1 submissions filed on or after 1 July 2022, with the appointment effective on listing.

If an issuer cannot at any time meet the requirement, it must immediately publish an announcement giving details and reasons, and must use all reasonable endeavours to appoint an appropriate board member within three months.

From 1 July 2025, Code Provision B.3.5 provides that at least one member of the nomination committee should be of a different gender from the others. From 1 July 2025, Rule 13.92(1) requires a workforce diversity policy, and Mandatory Disclosure Requirement paragraph J requires the gender ratio of senior management and of the workforce to be disclosed separately.

For the complete treatment of diversity rules, including the workforce diversity policy requirement, see the board diversity page.

Nomination Committee and Workforce Diversity Policy

The nomination committee's role under Appendix C1 includes identifying and recommending candidates for board appointments, reviewing board composition and diversity, and making recommendations on the board skills matrix. The committee should comprise a majority of independent non-executive directors and be chaired by an independent non-executive director or the board chair. The nomination committee requirements are covered on the board diversity page.

Risk Management and Internal Control

Appendix C1 places responsibility for the issuer's risk management and internal control systems on the board. The board must review their effectiveness at least annually through the audit committee or a separate risk committee. The corporate governance report must state that such a review has been conducted and describe its scope. The board's role is oversight of the systems. Day-to-day operation of controls is management's.

For the full treatment of the board's annual review obligations and disclosure requirements, see the risk management page.

Whistleblowing Policy

Code Provision D.2.3 of Appendix C1 provides that the issuer should establish a whistleblowing policy and system for employees and those who deal with the issuer , customers and suppliers , to raise concerns in confidence and anonymity with the audit committee, or with a designated committee comprising a majority of independent non-executive directors, about possible improprieties in any matter related to the issuer. This provision was upgraded from Recommended Best Practice to Code Provision on 1 January 2022, and renumbered from D.2.6 to D.2.3 with effect from 1 July 2025.

Hong Kong has no general statutory whistleblower protection for private sector employees. For the full analysis of the legal landscape , including the limited protections under the Employment Ordinance, the Securities and Futures Ordinance, and the Competition Ordinance , see the whistleblowing page.

Anti-Bribery Requirements

Code Provision D.2.4 of Appendix C1 provides that the issuer should establish policies and systems that promote and support anti-corruption laws and regulations. Section 9 of the Prevention of Bribery Ordinance (Cap. 201) covers corrupt transactions with agents, which is private sector bribery. The ICAC states that there is no exemption for facilitation payments under Hong Kong's anti-bribery law, and no minimum value or threshold at which an advantage qualifies as a bribe.

For the full treatment of section 9, the consent defence, and the penalties, see the anti-bribery page.

Where to Go Next

For deeper treatment of each area:

• Independent Non-Executive Directors - full details on Rule 3.13A, Rule 3.12A, and the independence criteria
• Board Evaluation - how to conduct the annual performance review
• Board Diversity - single-gender board ban, workforce diversity policy, and gender ratio disclosure
• Corporate Governance Code - the full structure of Appendix C1, Mandatory Disclosure Requirements, Code Provisions and Recommended Best Practices
• ESG Reporting - climate-related disclosures under Appendix C2
• Risk Management - board oversight and annual review of internal control systems
• Whistleblowing - D.2.3 requirements and statutory protections
• Anti-Bribery - section 9 of the Prevention of Bribery Ordinance and required policies
• Weighted Voting Rights - Chapter 8A requirements after the July 2026 amendments
• Public Governance - governance for public bodies, statutory bodies, subvented organisations and companies limited by guarantee