2019香港企业管治调查报告_76页_3mb

报告摘要

Hong Kong Corporate Governance Review 2019 Summary

Core Content

The Hong Kong Corporate Governance Review 2019 provides an in-depth analysis of corporate governance practices among 470 Hang Seng Composite Index (HSCI) constituents. It evaluates the effectiveness of boards, risk management and internal control systems, ESG reporting, and IT disclosures, highlighting trends, challenges, and recommendations for improvement.

Main Features

Board Effectiveness

Board diversity is seen as a key driver for better decision-making and enhanced corporate governance.
50% of HSCI constituents claimed full compliance with the Corporate Governance Code (CG Code), while 89% claimed they were nearly compliant with only one to two deviations.
Board diversity was assessed across six dimensions: gender, age, length of service, director types, professional qualifications, and educational background.
11% of HSCI board members were women, indicating room for improvement in gender diversity.
95% of companies had established diversity policies, but only 10% disclosed the process for selecting Independent Non-Executive Directors (INEDs).
11% of companies illustrated a board skills matrix in their annual reports.

Risk Management and Internal Control

71% of HSCI constituents disclosed their key risks.
67% disclosed mitigation measures for addressing these risks.
84% faced market risk, 72% faced financial risk, 61% faced operational risk, and 49% faced regulatory & compliance risk.
99% of companies had an internal audit function.
Only 11% disclosed their risk appetite, and 7% disclosed the changing landscape of key risks.
89% disclosed the main features of their risk management and internal control systems.

ESG Reporting

36% of HSCI constituents established a dedicated ESG reporting team.
17% of companies obtained independent assurance for their ESG reports.
49% followed the Materiality principle, 79% followed Quantitative, 67% followed Balance, and 12% followed Consistency in ESG reporting.
17% of HSCI constituents disclosed their ESG reporting methodology.

IT Disclosures

30% of HSCI constituents improved their IT systems, with Mobile, Artificial Intelligence, Cloud Computing, Internet of Things, and Digital Transformation being the most frequently mentioned technologies.
Only 12% disclosed improvements in IT security.
6% and 4% of companies implemented IT systems in compliance with GDPR and ISO 27001, respectively.

Key Findings

Category	Percentage
Full compliance with CG Code	50%
Nearly compliant with CG Code	89%
Female board members	11%
ESG reporting team	36%
IT system improvement	30%
IT security improvement	12%
Risk appetite disclosure	7%
ESG reports with independent assurance	17%
Risk management and internal control disclosure	89%
Key risk disclosure	71%
Mitigation measures disclosure	67%

Recommendations

Board Effectiveness

Increase the number of female and young directors to enhance board diversity.
Provide technology-related training to directors to better address digital challenges.
Disclose the board skills matrix and the process for selecting INEDs.
Ensure the chairman holds annual meetings with INEDs without other directors present.

Risk Management

Disclose more information on risk appetite and the changing landscape of key risks.

ESG Reporting

Establish an ESG working group to handle materiality assessments and other tasks.
Disclose more details on ESG reporting methodology and materiality assessment process.
Seek independent assurance for ESG reports to enhance credibility.

IT Governance

Disclose IT system improvement plans and IT security measures.
Adopt international standards such as GDPR and ISO 27001 where applicable.

Methodology

The review analyzed 470 HSCI constituents.
Data was collected from annual reports and ESG reports.
Results were categorized by index, market capitalisation, and industry classification.
97% of the constituents were included in the study, as they had published annual reports before the data collection cut-off date (19 July 2019).

Conclusion

The report highlights that while Hong Kong companies have made progress in corporate governance, there is still room for improvement in areas such as board diversity, ESG reporting, and IT governance. The study encourages companies to align with international standards and to enhance transparency and accountability in their governance practices.

展开完整摘要