HONG KONG EXCHANGES AND CLEARING LIMITED Pursuant to Chapter 38 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission regulates Hong Kong Exchanges and Clearing Limited in relation to the listing of its shares on The Stock Exchange of Hong Kong Limited. The Securities and Futures Commission takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Poll Results of the 2016 Annual General Meeting and Changes in Directorate Poll Results of the 2016 Annual General MeetingAt the Annual General Meeting of Hong Kong Exchanges and Clearing Limited ("HKEX") held on 28 April 2016 ("AGM"), a poll was demanded by the Chairman for voting on all proposed resolutions as set out in the notice of AGM dated 23 March 2016 ("AGM Notice").
As at the date of the AGM, a total of 1,208,536,325 shares of HKEX were in issue and the holders of which ("Shareholders") were entitled to attend and vote at the AGM. There were no restrictions on any Shareholders to cast votes on any of the proposed resolutions at the AGM.
The poll results are set out as follows:
Ordinary Resolutions | Number of Votes (%) | Passed by Shareholders | ||
For | Against | |||
1 | To receive the audited Financial Statements for the year ended 31 December 2015 together with the Reports of the Directors and Auditor thereon | 396,418,396 (99.99%) | 47,481 (0.01%) | Yes |
2 | To declare a final dividend of HK$2.87 per share | 396,174,679 (99.99%) | 25,348 (0.01%) | Yes |
3(a) | To elect Mr Apurv BAGRI as a Director | 388,213,346 (96.34%) | 14,739,869 (3.66%) | Yes |
3(b) | To elect Mr CHIN Chi Kin, Edward as a Director | 26,010,887 (6.45%) | 377,331,882 (93.55%) | No |
4 | To re-appoint PricewaterhouseCoopers as the Auditor and to authorise the Directors to fix its remuneration | 390,062,767 (98.53%) | 5,824,021 (1.47%) | Yes |
5 | To grant a general mandate to the Directors to buy back shares of HKEX, not exceeding 10% of the number of issued shares of HKEX as at the date of this Resolution (Note) | 394,758,862 (99.86%) | 554,195 (0.14%) | Yes |
Ordinary Resolutions | Number of Votes (%) | Passed by Shareholders | ||
For | Against | |||
6 | To grant a general mandate to the Directors to allot, issue and deal with additional shares of HKEX, not exceeding 10% of the number of issued shares of HKEX as at the date of this Resolution, and the discount for any shares to be issued shall not exceed 10% (Note) | 390,830,705 (98.89%) | 4,393,035 (1.11%) | Yes |
Note: The full text of Resolutions 5 and 6 are set out in the AGM Notice.
The poll results were subject to scrutiny by BDO Limited, Certified Public Accountants, whose work was limited to certain procedures requested by HKEX to agree the poll results summary prepared and provided by HKEX's registrar, Hong Kong Registrars Limited ("HKRL"), to the poll details collected and provided to BDO Limited by HKRL. The work performed by BDO Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
Changes in DirectorateMr Oscar Wong retired from the Board of Directors of HKEX ("Board") after the conclusion of the AGM. Mr Apurv Bagri was elected for a term of not more than approximately 3 years from the conclusion of the AGM until the conclusion of the annual general meeting of HKEX to be held in 2019 to fill the vacancy on the Board. Mr Bagri's biographical information is set out below.
Mr Apurv BAGRI (aged 56) Independent Non-executive DirectorOther positions held with HKEX and other members of HKEX's group ("Group") |
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Other major offices |
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Public service |
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Qualifications |
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Mr Bagri has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules").
As at the date of this announcement, Mr Bagri has declared that he does not have any interests in shares of HKEX within the meaning of Part XV of the Securities and Futures Ordinance. He has further declared that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of HKEX.
Mr Bagri does not have a service contract with any member of the Group.
The current remuneration of Non-executive Directors approved by the Shareholders for their service on the Board and, where applicable, on certain of its committees is set out below.
(HK$) | |
The Board | |
- Chairman | 2,100,000 |
- Other member | 700,000 |
Audit Committee | |
- Chairman | 200,000 |
- Other member | 120,000 |
- Attendance fee per meeting | 3,000 |
Executive Committee, Investment Advisory Committee, Remuneration Committee and Risk Committee | |
- Chairman | 180,000 |
- Other member | 120,000 |
- Attendance fee per meeting | 3,000 |
The above remuneration is payable to Non-executive Directors for services rendered by each of them for the period between the conclusion of each annual general meeting and the conclusion of the annual general meeting to be held in the immediately following year until Shareholders otherwise determine, provided that such remuneration be payable in proportion to the period of service in the case of a Non-executive Director who has not served the entire period.
Save for disclosed above, Mr Bagri has confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and HKEX is not aware of any other matters in relation to his appointment that need to be brought to Shareholders' attention.
By Order of the Board
Hong Kong Exchanges and Clearing Limited Joseph MauCompany Secretary Hong Kong, 28 April 2016
Following the conclusion of the AGM, the Board comprises 12 Independent Non-executive Directors, namely
Mr Apurv BAGRI, Mr CHAN Tze Ching, Ignatius, Mr CHOW Chung Kong, Mr Timothy George FRESHWATER, Ms FUNG Yuen Mei, Anita, Mr Rafael GIL-TIENDA, Mr John Barrie HARRISON, Dr HU Zuliu, Fred, Dr KWOK Chi Piu, Bill, Mr LEE Kwan Ho, Vincent Marshall, Mrs LEUNG KO May Yee, Margaret and Mr John Mackay McCulloch WILLIAMSON, and one Executive Director, Mr LI Xiaojia, Charles, who is also the Chief Executive of HKEX.
HKEx - Hong Kong Exchanges and Clearing Ltd. issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 April 2016 11:31:29 UTC
Original Document: http://www.hkex.com.hk/eng/newsconsul/hkexnews/2016/Documents/160428news.pdf
