PART I | Citation and commencement |
| 1. These Regulations may be cited as the Securities and Futures (Corporate Governance of Approved Exchanges, Designated Clearing Houses and Approved Holding Companies) Regulations 2005 and shall come into operation on 29th November 2005. |
2.—(1) In these Regulations, unless the context otherwise requires –– “associated corporation”, in relation to a corporation, means —| (a) | any corporation in which the first-mentioned corporation or its subsidiary has, or the first-mentioned corporation and its subsidiary together have, an interest in shares entitling the beneficial owners thereof the right to cast, whether by proxy or in person, not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of the second-mentioned corporation; or | | (b) | any corporation, other than a subsidiary of the first-mentioned corporation or a corporation which is an associated corporation by virtue of paragraph (a), the policies of which the first-mentioned corporation or its subsidiary is, or the first-mentioned corporation together with its subsidiary are, able to control or influence materially; |
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| “Audit Committee” means an Audit Committee referred to in regulation 14; |
| “Conflicts Committee” means a Conflicts Committee referred to in regulation 15; |
| “executive director” means a director who is concurrently an executive officer and “non-executive director” shall be construed accordingly; |
“executive officer”, in relation to a corporation, means any person, by whatever name described, who —| (a) | is in the direct employment of, or acting for or by arrangement with, the corporation; and | | (b) | is concerned with, or takes part in, the management of the corporation on a day-to-day basis; |
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| “immediate family”, in relation to an individual, means the individual’s spouse, child, adopted child, step-child, brother, sister, parent or step-parent; |
“independent director”, in relation to a regulated institution, means a director who is —| (a) | independent from any management and business relationship with the regulated institution; and | | (b) | independent from any substantial shareholder of the regulated institution; |
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“member” —| (a) | in relation to an approved exchange or a designated clearing house, has the same meaning as in section 2 of the Act; and | | (b) | in relation to an approved holding company, means a person who holds membership of any class or description in an approved exchange or a designated clearing house of which the approved holding company is the holding company; |
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| “Nominating Committee” means a Nominating Committee referred to in regulation 9; |
| “regulated institution” means an approved exchange, a designated clearing house or an approved holding company; |
| “Remuneration Committee” means a Remuneration Committee referred to in regulation 13. |
(2) In these Regulations, in relation to a company which may dispense with the holding of annual general meetings under section 175A of the Companies Act (Cap. 50) —| (a) | a reference to the doing of anything at an annual general meeting of the company shall be read as a reference to the doing of that thing by way of a resolution by written means in accordance with the Companies Act; and | | (b) | a reference to the date of an annual general meeting of the company shall, unless the meeting is held, be read as a reference to the date of expiry of the period within which the meeting is required by law to be held. |
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