720 Directors and Management
(1) An issuer must procure undertakings to comply with the Rules from all its directors and executive officers (in the form set out at Appendix 7H) and submit the undertakings to the Exchange if required. An issuer must comply with Rule 406(3) on a continuing basis and consult its sponsor prior to making any changes to its board of directors. Without limiting the generality of the foregoing, where a director is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds, he must immediately resign from the board of directors of the issuer. An announcement containing the details in Appendix 7G must be made.
(2) (a) The Exchange may require an issuer to obtain the approval of the Exchange for the appointment of a director, a chief executive officer and chief financial officer (or its equivalent rank)
(b) The circumstances under which the Exchange may effect Rule 720(2)(a) include but are not limited to:—
(i) Where the issuer is the subject of an investigation into the affairs of the issuer by a special auditor appointed under Rule 704(13), or a regulatory or enforcement agency;
(ii) Where the integrity of the market may be adversely affected;
(iii) Where the Exchange thinks it necessary in the interests of the public or for the protection of investors; and
(iv) Where the issuer refused to extend cooperation to the Exchange on regulatory matters.
(c) The Exchange will give prior notice to the issuer where 2(a) is applicable.
(4) An issuer must have all directors submit themselves for re-nomination and re-appointment at least once every three years.
(5) When a candidate is proposed to be appointed for the first time or re-elected to the board at a general meeting, the issuer shall provide the information relating to the candidate as set out in Appendix 7F in the notice of meeting, annual report or relevant circular distributed to shareholders prior to the general meeting. The issuer must announce the outcome of the shareholder vote in accordance with Rule 704(15).