Who showed up? A simple change to the Listing Rules
9 September 2018
Poll: Directors' attendance at General Meetings
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Here's a simple change to the Listing Rules that HKEX could implement without market consultation, because it is a no-brainer.
Since 2012, the annual Corporate Governance Report has included the attendance of each director, by name, at general meetings (GMs) of shareholders. Prior to that, it was just board meetings. The relevant provision is Appendix 14, paragraph I(c) of the Listing Rules.
But the stupid thing is that when the rule was amended in 2012 to include GMs, it didn't occur to HKEX that, unlike board meetings, shareholder meetings are public events, and anyone who attends can find out which directors are present, while everyone else has to wait until the next annual report after the financial year in which the meeting is held. In extreme cases, if an Extraordinary GM is held on the first day of the financial year, the attendance might not be published until 16 months later, when the annual report for that year is finally published. Even for the Annual GM, there would typically be an 11-month lag between the date of the previous AGM and sending out the next annual report. The figures might also be aggregated if there were several GMs in one year, so that it is impossible to know which directors attended which GMs.
Following the successful conclusion of Webb-site's 2003 Project Poll campaign, since 2009, Listing Rule 13.39(5) has required that all meetings must be voted by poll (not by a show of hands) and the voting figures for each GM must be announced the same day or at least 30 minutes before trading begins on the next business day. So it would be an easy step to add one more item to this announcement: a list of directors present and absent at the GM. Simple, eh? Just do it.
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