720 Directors and Management

Past version: Effective from 29 Sep 2011 to 06 Oct 2015

(1) 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 Rules 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.
(3) Where the Exchange is of the opinion that a director or key executive officer of an issuer has:
(a) wilfully contravened or wilfully caused the issuer to breach the Rules; or
(b) wilfully contravened any relevant laws, rules and regulations; or
(c) refused to extend cooperation to its sponsor, the Exchange or other regulatory agencies in an investigation of wrongdoing related to the issuer such that doubts are cast on the directors' ability to discharge their duties as directors,

the Exchange may take the necessary action including but not limited to:
(i) Publishing the names of the individual directors or key executive officers with relevant information about the contravention or failure to extend cooperation; and
(ii) Objecting to appointments of the individual directors or key executive officers to the board of directors of other issuers.

Amended on 29 September 201129 September 2011 and 29 September 201129 September 2011.