Board diversity in Hong Kong: gender requirements, workforce policy and disclosure rules

Mandatory Board Diversity Rules for Hong Kong Listed Companies 2025

From 1 January 2025, Hong Kong listed issuers face a hard prohibition on single-gender boards under the Listing Rules. The December 2024 Corporate Governance Code review introduced the single-gender board ban, a workforce diversity policy mandate, gender ratio disclosure obligations, and nomination committee composition rules. The compliance timeline and disclosure specification apply to financial years commencing on or after 1 July 2025.

The Single-Gender Board Ban Takes Effect

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. That deadline closed a three-year transition that began on 1 January 2022. From 1 January 2025, a board composed entirely of directors of the same gender is in breach of the Listing Rules. For new listing applicants, a different gender director must have been identified 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. It must then use all reasonable endeavours to appoint an appropriate board member within three months.

Hong Kong Single-Gender Board Ban: The Hard Rule

The Hong Kong single-gender board ban is captured in Rule 13.92(2). The Exchange has removed the comply-or-explain flexibility that applied before 1 January 2025. An issuer without at least one director of a different gender on its board that fails to publish the required announcement within the three-month cure period faces potential enforcement action, including possible suspension of trading.

The transition period that began on 1 January 2022 gave issuers three years to recruit. The Exchange's December 2024 consultation conclusions confirmed that no extension would be granted. The rule applies equally to Main Board and GEM listed issuers.

Workforce Diversity Policy Hong Kong: Now Mandatory

From 1 July 2025, workforce diversity policy Hong Kong becomes a Listing Rule requirement under Rule 13.92(1). Every listed issuer must have a workforce diversity policy in place. The policy must cover the issuer's overall workforce, not only the board or senior management. The Exchange has not prescribed a template. The issuer determines the content, but the policy must address diversity in a meaningful way.

The corporate governance report must describe the policy, explain how it has been implemented, and, where applicable, state the reasons if the issuer has deviated from its own policy. Mandatory Disclosure Requirement paragraph J confirms that the gender ratio of the workforce must be disclosed separately from the gender ratio of senior management.

Gender Ratio Disclosure Hong Kong Exchange: What Must Be Reported

Gender ratio disclosure Hong Kong Exchange is now embedded in Mandatory Disclosure Requirement paragraph J of Appendix C1. The issuer must disclose in its annual report and corporate governance report the gender ratio of the workforce and the gender ratio of senior management.

These two figures must be reported separately. For senior management, the ratio is expressed as a proportion of male to female to other gender directors, with the total headcount stated. The same format applies to the broader workforce. The brief for the financial year commencing on or after 1 July 2025 must include this disclosure. The Exchange has not specified a minimum ratio. The requirement is transparent disclosure of the current position.

Nomination Committee Gender Diversity Hong Kong: Code Provision B.3.5

From 1 July 2025, nomination committee gender diversity Hong Kong is addressed by Code Provision B.3.5 of Appendix C1. It operates on a comply-or-explain basis. At least one member of the nomination committee (also referred to as the nominating committee) should be of a different gender from the others on the committee.

This provision applies even if the board itself already has gender diversity. The nomination committee reviews board composition, recommends board refreshment, and assesses candidates against the board skills matrix. Code Provision B.1.5, also effective from 1 July 2025, requires the issuer to maintain and disclose a board skills matrix. That matrix must set out the current mix of skills, how that combination serves the issuer's strategy, and plans to acquire further skills.

If the issuer does not comply with B.3.5, the corporate governance report must state the departure, the reasons for it, and, where the departure has a time limit, the alternative arrangement adopted.

Board Skills Matrix and Board Refreshment

The board skills matrix is a comply-or-explain code provision under B.1.5 rather than a Listing Rule. It is directly relevant to board diversity. The skills matrix should show how the existing combination of skills, experience and diversity supports the issuer's purpose, values, strategy and desired culture. Where the matrix identifies gaps, the issuer should state its plans to acquire those skills and report progress against the previous year's plans.

Board refreshment is implicit in these requirements. The nomination committee must consider succession planning and ensure that the board does not become stagnant. The single-gender board ban makes refreshment unavoidable for any issuer that relied on a board of one gender.

Transition Period and Replacement Director Obligations

The transition period for the single-gender board ban ended on 31 December 2024. For issuers that lost a director of a different gender after that date, the Listing Rules require an immediate announcement and a three-month period to appoint a replacement director. The obligation is ongoing. If the board becomes single-gender at any point, the announcement and appointment process must be followed.

The transition for the nomination committee gender requirement under B.3.5 aligns with the financial year commencing on or after 1 July 2025. Review nomination committee composition well before the first AGM of that financial year.

Practical Steps for Compliance Officers

1. Verify that the board includes at least one director of a different gender. If not, publish an announcement immediately and begin the three-month appointment process.
2. Draft or update the workforce diversity policy to cover the entire workforce, not just senior management or the board.
3. Extract the gender ratio for the workforce and for senior management from HR data in a format that can be appended to the corporate governance report.
4. Ensure the nomination committee has at least one member of a different gender from the others, or prepare a comply-or-explain statement.
5. Prepare the board skills matrix under B.1.5, showing how the current board composition aligns with the issuer's strategy and identifying gaps.
6. Confirm that the annual report for the financial year commencing on or after 1 July 2025 will include all mandatory disclosure requirement J disclosures.

Sources

• Listing Rules: rule 13.92, rule 3.10A, rule 3.12A, rule 3.13A
• Appendix C1: Code Provisions B.3.5, B.1.5; Mandatory Disclosure Requirement J
• HKEX consultation conclusions: December 2024 Corporate Governance Code review
• HKEX rulebook: en-rules.hkex.com.hk