|Board of Directors|
|Delegation by the Board|
|Accountability and Audit|
|Communication with Shareholders|
The Bank attaches great importance to communication with shareholders. To this end, a number of means are used to promote greater understanding and dialogue with the investment community. The Bank holds group meetings with analysts in connection with the Bank’s annual and interim results. The results announcements are also broadcast live via webcast. Apart from the above, designated senior executives maintain regular dialogue with institutional investors and analysts to keep them abreast of the Bank’s development, subject to compliance with the applicable laws and regulations. Including the two results announcements, around a hundred meetings with analysts and fund managers were held in 2013. In addition, the Bank’s Vice-Chairman and Chief Executive, and Chief Financial Officer also made presentations and held group meetings with investors at investor forums.
Further, the Bank’s website (www.hangseng.com) offers timely access to the Bank’s financial information, announcements/circulars to shareholders and information on the Bank’s corporate governance structure and practices. For efficient communication with shareholders and in the interest of environmental preservation, shareholders are encouraged to browse the Bank’s corporate communications on the Bank’s website, in the place of receiving printed copies of the same.
The AGM provides a useful forum for shareholders to exchange views with the Board. The Bank’s Chairman, Executive Directors, Chairmen of the Board Committees and NEDs are available at the AGM to answer questions from shareholders about the business and performance of the Bank. In addition, the Bank’s external auditor is also invited to attend the AGM to answer questions about the conduct of the audit, and the preparation and contents of the auditor’s report. Separate resolutions are proposed at general meetings for each substantial issue, including the re-election and election (as the case may be) of individual Directors. An explanation of the detailed procedures of conducting a poll will be provided to shareholders at the AGM, to ensure that shareholders are familiar with such procedures.
Details of the "Poll Results for General Meeting of Shareholders" are available under the investor relations section of the Bank’s website.
Shareholders may refer to the section "Corporate Calendar" in the Bank’s website for information on important dates for shareholders in year 2014, including the date of AGM.
Shareholder(s) holding not less than five percent of the total voting rights of all the members having a right to vote may request to call an Extraordinary General Meeting of the Bank.
The requisition (a) must state the general nature of the business to be dealt with at the meeting, (b) must be signed by the requisitionist(s), and (c) may either be deposited at the Bank’s registered office at 83 Des Voeux Road Central, Hong Kong in hard copy form or sent by email to email@example.com. If the resolution is to be proposed as a special resolution, the requisition should include the text of the resolution and specify the intention to propose the resolution as a special resolution. The requisition may consist of several documents in like form, each signed by one or more requisitionist(s).
The requisition must also state (a) the name(s) of the requisitionist(s), (b) the contact details of the requisitionist(s) and (c) the number of ordinary shares of the Bank held by the requisitionist(s).
The Directors must proceed to convene an Extraordinary General Meeting within 21 days from the date of the receipt of the requisition. Such meeting should be held on a date not more than 28 days after the date on which the notice convening the meeting is given.
If the Directors fail to convene the Extraordinary General Meeting as aforesaid, the requisitionist(s), or any of them representing more than one-half of the total voting rights of all of them, may themselves convene the meeting. Any meeting so convened shall not be held after the expiration of three months from the date of the deposit of the requisition.
A meeting so convened by the requisitionist(s) shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by the Directors.
Any reasonable expenses incurred by the requisitionist(s) by reason of the failure of the Directors duly to convene a meeting shall be reimbursed to the requisitionist(s) by the Bank.
Shareholders representing at least 2.5 percent of the total voting rights of all the members having a right to vote, or, at least 50 shareholders who have a relevant right to vote, may:
For further details on the shareholder qualifications, and the procedures and timeline, in connection with the above, shareholders are kindly requested to refer to Sections 580 and 615 of the new Companies Ordinance.
Further, a shareholder may propose a person other than a retiring Director of the Bank for election as a Director of the Bank at a general meeting. For such purpose, the shareholder must send to the Bank’s registered address (for the attention of the Bank’s Company Secretary) a written notice which identifies the candidate and includes a notice in writing by that candidate of his/her willingness to be so elected. Such notice must be sent within the 7–day period commencing the day after the despatch of the notice of the meeting, or such other period as may be determined by the Directors from time to time and ending no later than seven days prior to the date appointed for such meeting. Procedures for shareholders to propose candidates for election as Directors of the Bank are also available on the website of the Bank.
Shareholders may send their enquiries requiring the Board’s attention to the Bank’s Company Secretary at the Bank’s registered address. Questions about the procedures for convening or putting forward proposals at an AGM or Extraordinary General Meeting may also be put to the Company Secretary by the same means.
The Bank has established a Shareholders Communication Policy to set out the Bank’s processes to provide shareholders and the investment community with ready, equal and timely information on the Bank for them to make informed assessments of the Bank’s strategy, operations and financial performance, and to encourage them to take active interest in the Bank.