Advising Directors

Charltons advises mineral company directors on their responsibilities derived from: -

  1. The Hong Kong Stock Exchange Listing Rules ("Listing Rules"), including the Code on Corporate Governance Practices (the "Code") and the Model Code for Securities Transactions by Directors of Listed Companies contained therein and summarised here;
  2. Common law and applicable legislation, including the Companies Ordinance and the Securities and Futures Ordinance ("SFO");
  3. The Code on Takeovers and Mergers and the Code on Share Repurchases;
  4. The directors' Declaration and Undertaking to the Hong Kong Stock Exchange ("Exchange"); and
  5. The Companies Registry's Guide on Directors' Duties.

Listing rules

Pursuant to Chapter 3 of the Listing Rules the board of directors of an issuer is collectively responsible for its management and operations. The Exchange expects the directors, both collectively and individually, to fulfill fiduciary duties and duties of skill, care and diligence to a standard at least commensurate with the standard established by Hong Kong law. These fiduciary duties include:

  • The duty to act honestly and in good faith in the interests of the company as a whole
  • The duty to act for a proper purpose
  • The duty in relation to the assets of the listed issuer
  • The duty to avoid actual and potential conflicts of interest and duty
  • The duty to disclose fully and fairly his interests in contracts with the listed issuer
  • The duty to apply such degree of skill, care and diligence as may reasonably be expected of a person with his knowledge and experience and acting as a director of a listed issuer

The Listing Rules also require a director to take an active interest in the issuer's affairs, obtain a general understanding of its business and follow up anything untoward that comes to his/her attention. Delegating these functions is permissible but does not absolve a director from his/her responsibilities or from applying the required skill, care, and diligence.

For more comprehensive information on Directors' responsibilities please refer to "Responsibilities of Directors of Companies listed on the Main Board of the Stock Exchange of Hong Kong Limited" and "Responsibilities of Directors of Companies Listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited".

The duties and obligations of directors of listed companies are set out in the Exchange's "Director's Handbook".

Directors' Responsibilty for Prospectus

Directors of a listing applicant have potential civil and criminal liabilities in connection with the issue of a prospectus, in particular in respect of untrue statements or the omission of material information. These liabilities arise under common law as well as specific Hong Kong ordinances, such as the Companies Ordinance, Securities and Future Ordinance and Misrepresentation Ordinance.