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1.
Primary sources of law, regulation and practice
What are the primary sources of law, regulation and practice relating to corporate governance? Is it mandatory for listed companies to comply with listing rules or do they apply on a ‘comply or explain’ basis?To read more
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2.
Responsible entities
What are the primary government agencies or other entities responsible for making such rules and enforcing them? Are there any well-known shareholder groups or proxy advisory firms whose views are often considered?To read more
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3.
Shareholder powers
What powers do shareholders have to appoint or remove directors or require the board to pursue a particular course of action? What shareholder vote is required to elect or remove directors?To read more
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4.
Shareholder decisions
What decisions must be reserved to the shareholders? What matters are required to be subject to a non-binding shareholder vote?To read more
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5.
Disproportionate voting rights
To what extent are disproportionate voting rights or limits on the exercise of voting rights allowed?To read more
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6.
Shareholders’ meetings and voting
Are there any special requirements for shareholders to participate in general meetings of shareholders or to vote? Can shareholders act by written consent without a meeting? Are virtual meetings of shareholders permitted?To read more
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7.
Shareholders and the board
Are shareholders able to require meetings of shareholders to be convened, resolutions and director nominations to be put to a shareholder vote against the wishes of the board, or the board to circulate statements by dissident shareholders?To read more
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8.
Controlling shareholders’ duties
Do controlling shareholders owe duties to the company or to non-controlling shareholders? If so, can an enforcement action be brought against controlling shareholders for breach of these duties?To read more
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9.
Shareholder responsibility
Can shareholders ever be held responsible for the acts or omissions of the company?To read more
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10.
Anti-takeover devices
Are anti-takeover devices permitted?To read more
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11.
Issuance of new shares
May the board be permitted to issue new shares without shareholder approval? Do shareholders have pre-emptive rights to acquire newly issued shares?To read more
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12.
Restrictions on the transfer of fully paid shares
Are restrictions on the transfer of fully paid shares permitted and, if so, what restrictions are commonly adopted?To read more
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13.
Compulsory repurchase rules
Are compulsory share repurchases allowed? Can they be made mandatory in certain circumstances?To read more
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14.
Dissenters’ rights
Do shareholders have appraisal rights?To read more
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15.
Board structure
Is the predominant board structure for listed companies best categorised as one-tier or two-tier?To read more
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16.
Board’s legal responsibilities
What are the board’s primary legal responsibilities?To read more
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17.
Board obligees
Whom does the board represent and to whom does it owe legal duties?To read more
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18.
Enforcement action against directors
Can an enforcement action against directors be brought by, or on behalf of, those to whom duties are owed?To read more
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19.
Care and prudence
Do the board’s duties include a care or prudence element?To read more
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20.
Board member duties
To what extent do the duties of individual members of the board differ?To read more
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21.
Delegation of board responsibilities
To what extent can the board delegate responsibilities to management, a board committee or board members, or other persons?To read more
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22.
Non-executive and independent directors
Is there a minimum number of ‘non-executive’ or ‘independent’ directors required by law, regulation or listing requirement? If so, what is the definition of ‘non-executive’ and ‘independent’ directors and how do their responsibilities differ from executive directors?To read more
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23.
Board size and composition
How is the size of the board determined? Are there minimum and maximum numbers of seats on the board? Who is authorised to make appointments to fill vacancies on the board or newly created directorships? Are there criteria that individual directors or the board as a whole must fulfil? Are there any disclosure requirements relating to board composition?To read more
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24.
Board leadership
Is there any law, regulation, listing requirement or practice that requires the separation of the functions of board chair and CEO? If flexibility on board leadership is allowed, what is generally recognised as best practice and what is the common practice?To read more
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25.
Board committees
What board committees are mandatory? What board committees are allowed? Are there mandatory requirements for committee composition?To read more
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26.
Board meetings
Is a minimum or set number of board meetings per year required by law, regulation or listing requirement?To read more
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27.
Board practices
Is disclosure of board practices required by law, regulation or listing requirement?To read more
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28.
Remuneration of directors
How is remuneration of directors determined? Is there any law, regulation, listing requirement or practice that affects the remuneration of directors, the length of directors’ service contracts, loans to directors or other transactions or compensatory arrangements between the company and any director?To read more
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29.
Remuneration of senior management
How is the remuneration of the most senior management determined? Is there any law, regulation, listing requirement or practice that affects the remuneration of senior managers, loans to senior managers or other transactions or compensatory arrangements between the company and senior managers?To read more
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30.
D&O liability insurance
Is directors’ and officers’ liability insurance permitted or common practice? Can the company pay the premiums?To read more
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31.
Indemnification of directors and officers
Are there any constraints on the company indemnifying directors and officers in respect of liabilities incurred in their professional capacity? If not, are such indemnities common?To read more
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32.
Exculpation of directors and officers
To what extent may companies or shareholders preclude or limit the liability of directors and officers?To read more
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33.
Employees
What role do employees have in corporate governance?To read more
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34.
Board and director evaluations
Is there any law, regulation, listing requirement or practice that requires evaluation of the board, its committees or individual directors? How regularly are such evaluations conducted and by whom? What do companies disclose in relation to such evaluations?To read more
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35.
Corporate charter and by-laws
Are the corporate charter and by-laws of companies publicly available? If so, where?To read more
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36.
Company information
What information must companies publicly disclose? How often must disclosure be made?To read more
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37.
Say-on-pay
Do shareholders have an advisory or other vote regarding remuneration of directors and senior management? How frequently may they vote?To read more
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38.
Shareholder-nominated directors
Do shareholders have the ability to nominate directors and have them included in shareholder meeting materials that are prepared and distributed at the company’s expense?To read more
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39.
Shareholder engagement
Do companies engage with shareholders? If so, who typically participates in the company’s engagement efforts and when does engagement typically occur?To read more
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40.
Sustainability disclosure
Are companies required to provide disclosure with respect to corporate social responsibility matters?To read more
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41.
CEO pay ratio disclosure
Are companies required to disclose the ‘pay ratio’ between the CEO’s annual total compensation and the annual total compensation of other workers?To read more
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42.
Gender pay gap disclosure
Are companies required to disclose ‘gender pay gap’ information? If so, how is the gender pay gap measured?To read more
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Updates and trends
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