Hong Kong Regulatory Updates Affecting Company Compliance and Corporate Governance

Hong Kong Regulatory Updates for 2025 and 2026

This page tracks the Hong Kong regulatory updates that changed what companies, boards and company secretaries have to do. Hong Kong’s corporate compliance landscape continues to evolve, with 2025 and 2026 bringing significant changes that affect listed issuers, directors and company secretaries. The most far-reaching updates include the July 2025 Corporate Governance Code amendments, the phased rollout of mandatory climate disclosure under the ESG Reporting Code, and the Government’s formal confirmation in April 2026 that a statutory corporate rescue procedure will not be introduced.

The information is drawn from primary sources including the HKEX rulebook, e-Legislation, the SFC, ICAC and the Companies Registry.

HKEX CG Code Changes 2025

The December 2024 consultation conclusions package took effect on 1 July 2025. The amendments apply to corporate governance reports and annual reports for financial years commencing on or after that date.

Independent Non-Executive Director Reforms

Three changes to the Listing Rules directly affect independent non-executive directors.

Nine-year tenure cap (Rule 3.13A). A board must not include an INED who has served for nine years or more as at the conclusion of the annual general meeting following that tenure. Such a director is a Long Serving INED. The transition runs in two phases. By the first AGM on or after 1 July 2028, Long Serving INEDs must not represent a majority of the issuer’s INEDs. By the first AGM on or after 1 July 2031, the board must not include any Long Serving INED. The cooling-off period is three years. The rule does not apply to secondary-listed overseas issuers under Rule 19C.11.

Directorship cap (Rule 3.12A). An INED must not concurrently hold more than six directorships of issuers listed on the Main Board or GEM. An Overboarding INED holds seven or more such directorships. New listing applicants must have no Overboarding INED on listing. Existing issuers have until the first AGM on or after 1 July 2028 to comply.

Board skills matrix (Code Provision B.1.5). On a comply-or-explain basis, the corporate governance report must disclose a skills matrix showing the board’s current mix of skills, how that combination serves the issuer’s strategy and culture, and any further skills being sought, together with plans and progress.

Other CG Code Amendments

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. Rule 13.92(1) requires a workforce diversity policy. Mandatory Disclosure Requirement paragraph J requires separate disclosure of the gender ratio of senior management and of the workforce.

The whistleblowing and anti-corruption code provisions were renumbered from D.2.6 and D.2.7 to D.2.3 and D.2.4 with effect from 1 July 2025.

Hong Kong Corporate Compliance Changes 2026

Several compliance developments took effect or were confirmed in 2026.

Climate Disclosure Mandates

Climate-related disclosure requirements modelled on IFRS S2 are set out in Part D of Appendix C2, the ESG Reporting Code, effective 1 January 2025. Scope 1 and Scope 2 greenhouse gas emissions disclosure is mandatory for all Main Board and GEM issuers for financial years commencing on or after 1 January 2025.

For LargeCap Issuers (constituents of the Hang Seng Composite LargeCap Index), the rest of Part D is on a comply-or-explain basis for financial years commencing on or after 1 January 2025 and becomes mandatory for financial years commencing on or after 1 January 2026. Other Main Board issuers report the rest of Part D on a comply-or-explain basis. GEM issuers may report it voluntarily.

An ESG report prepared in compliance with IFRS S1 and IFRS S2 is deemed to have complied with Part D.

Weighted Voting Rights Amendments

Chapter 8A of the Main Board Listing Rules was amended with immediate effect on 24 July 2026 by the Listing Framework Competitiveness Review consultation conclusions. Key changes: a new applicant must have a market capitalisation of at least HK$20 billion at listing, or HK$6 billion together with revenue of at least HK$600 million for its most recent audited year. Where market capitalisation at listing is at least HK$40 billion, a weighted voting rights share must not carry more than 20 times the voting power of an ordinary share; below that, the cap is ten times.

Corporate Rescue Position Confirmed

On 1 April 2026, the Acting Secretary for Financial Services and the Treasury stated that the Government has decided to maintain the existing market-led scheme of arrangement as the statutory debt restructuring regime. The Companies (Corporate Rescue) Bill has never been introduced. Used instead is the scheme of arrangement under Part 13, Division 2 of the Companies Ordinance (Cap. 622), sections 668 to 677.

Hong Kong Whistleblowing Policy Requirements

Code Provision D.2.3 of Appendix C1 provides that a listed issuer should establish a whistleblowing policy and system for employees and those who deal with the issuer (such as customers and suppliers) to raise concerns in confidence and anonymity with the audit committee or a designated committee comprising a majority of INEDs about possible improprieties. This provision was upgraded from a Recommended Best Practice to a Code Provision on 1 January 2022.

Hong Kong has no general statutory whistleblower protection for private sector employees. What exists is piecemeal.

Section 72B(1) of the Employment Ordinance (Cap. 57) protects employees who give evidence in proceedings related to employment, work accidents or work safety. It does not cover reporting fraud, corruption or financial misconduct. Remedies include reinstatement and compensation of up to HK$150,000.

Section 30A of the Prevention of Bribery Ordinance protects an informer’s identity in court proceedings but does not provide protection against retaliation.

Section 381 of the Securities and Futures Ordinance gives civil immunity to auditors of listed corporations who communicate in good faith with the SFC. Section 380 gives a general good faith immunity.

Hong Kong Anti-Corruption Code Provisions

Code Provision D.2.4 of Appendix C1 provides that an issuer should establish policies and systems that promote and support anti-corruption laws and regulations.

The substantive law is the Prevention of Bribery Ordinance (Cap. 201). Section 9 covers private sector bribery: it is an offence for an agent to solicit or accept an advantage as an inducement or reward in relation to the principal’s affairs, and an offence to offer such an advantage to an agent. Section 9 also covers using a false document with intent to deceive the principal. The maximum penalty on indictment is a fine of HK$500,000 and imprisonment for seven years. The ICAC states there is no exemption for facilitation payments and no minimum value threshold.

Section 9 contains no extraterritorial wording. A case may be pursued where any part of the act of bribery takes place in Hong Kong.

Market Misconduct and Inside Information

Market misconduct is defined in section 245 of the Securities and Futures Ordinance (Cap. 571) and includes six types: insider dealing, false trading, price rigging, disclosure of information about prohibited transactions, disclosure of false or misleading information inducing transactions, and stock market manipulation. The SFC may pursue either a civil route to the Market Misconduct Tribunal (Part XIII) or criminal proceedings (Part XIV), but not both.

The maximum criminal penalty on indictment is a fine of HK$10 million and imprisonment for 10 years. Section 257(1) lists the Tribunal’s orders, which include disqualification, cold shoulder and disgorgement orders. The Tribunal has no power to fine.

Inside information is covered by Part XIVA. Section 307B(1) requires a listed corporation to disclose inside information to the public as soon as reasonably practicable. The maximum Tribunal fine for breach is HK$8 million.

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. Day-to-day operation of controls is management’s responsibility.

Discrimination and Harassment at Work

Four ordinances administered by the Equal Opportunities Commission apply: the Sex Discrimination Ordinance (Cap. 480), the Disability Discrimination Ordinance (Cap. 487), the Family Status Discrimination Ordinance (Cap. 527) and the Race Discrimination Ordinance (Cap. 602). The Discrimination Legislation (Miscellaneous Amendments) Ordinance 2020 introduced key changes including unlawful workplace harassment between workplace participants, liability for interns and volunteers, and vicarious liability of employers. The employer has a defence if it took reasonably practicable steps to prevent the act.

Company Secretary and Governance

The company secretary’s statutory duties under the Companies Ordinance (Cap. 622) cover filings, registers and meetings. Under Appendix C1, the company secretary of a listed issuer also supports the board, ensures good information flow and ensures board policy and procedures are followed. The Companies Registry provides guidance on statutory obligations.

Arbitration in Hong Kong

Arbitration is governed by the Arbitration Ordinance (Cap. 609), which applies the UNCITRAL Model Law to both domestic and international arbitration. The Hong Kong International Arbitration Centre administers arbitrations. Hong Kong awards are enforceable in New York Convention states and under the Arrangement with Mainland China. An arbitration clause should state the seat, governing law, administering institution, number of arbitrators and language.