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