(1) An issuer must procure undertakings to comply with the Exchange's listing rules from all its directors and executive officers (in the form set out in Appendix 7.7) and submit the undertakings to the Exchange if required. An issuer must comply with Rule 210(5), Rule 221 (if applicable) and Rule 210(9)(e) (if applicable) on a continuing basis.
(2) 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 7.4.2 must be made.
(a) The Exchange may require an issuer to obtain the prior approval of the Exchange for the appointment or reappointment 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(3)(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 or an independent reviewer appointed by the issuer and/or the Exchange, 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 3(a) is applicable.
(5) An issuer must have all directors submit themselves for re-nomination and re-appointment at least once every three years.
(6) 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 7.4.1 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(16).
(7) An issuer must have all directors undergo training on sustainability matters as prescribed by the Exchange. If the nominating committee is of the view that training is not required because the director has expertise in sustainability matters, the basis of its assessment must be disclosed.
Amended on 29 September 201129 September 2011, 27 September 201327 September 2013, 7 October 20157 October 2015, 1 January 20191 January 2019, 7 February 20207 February 2020, 1 August 2021 and 1 January 2022.