The Bank attaches great importance to communication with shareholders. To this end, a number of means are used to promote greater understanding and dialogue with the investment community. The Bank holds group meetings with analysts in connection with the Bank’s annual and interim results. The results announcements are also broadcast live via webcast. Apart from the above, designated senior executives maintain regular dialogue with institutional investors and analysts to keep them abreast of the Bank’s development, subject to compliance with the applicable laws and regulations. In addition, the Bank’s Chief Executive, Executive Director, and Chief Financial Officer also made presentations and held group meetings with investors at investor forums.
Further, the Bank’s website offers timely access to the Bank’s financial information, announcements, circulars to shareholders and information on the Bank’s corporate governance structure and practices. For efficient communication with shareholders and in the interest of environmental preservation, shareholders are encouraged to browse the Bank’s corporate communications on the Bank’s website, in the place of receiving printed copies of the same.
The AGM provides a useful forum for shareholders to exchange views with the Board. The Bank’s Chairman, ED(s), Chairmen of the Board Committees and NEDs are available at the AGM to answer questions from shareholders about the business and performance of the Bank. In addition, the Bank’s external auditor is also invited to attend the AGM to answer questions about the conduct of the audit, and the preparation and contents of the auditor’s report. Separate resolutions are proposed at general meetings for each substantial issue, including the re-election and election (as the case may be) of individual Directors. For AGM held physically, an explanation of the detailed procedures of conducting a poll will be provided to shareholders at the AGM, to ensure that shareholders are familiar with such procedures.
The Bank’s last AGM was held on Thursday, 5 May 2022 (“2022 AGM”) at Hang Seng Bank Headquarters. In the interest of safety and wellbeing of the Bank’s shareholders, staff and other members of the community amid the prevailing COVID-19 pandemic, the Bank has adopted special arrangements for the 2022 AGM, in order to minimise attendance in person, while still enabling shareholders to vote and ask questions.
The quorum of the 2022 AGM was legitimately formed by directors and other senior staff members who were shareholders. Shareholders were, however, able to view and listen to the 2022 AGM through a live webcast which could be accessed by going to the webcast link provided on any browser enabled device. The Bank also set up a dedicated telephone line for shareholders to ask questions directly at the 2022 AGM.
All resolutions at the 2022 AGM were decided on a poll. Shareholders were still able to vote by doing so in advance of the 2022 AGM by appointing the chairman of the AGM as their proxy to exercise their voting right in accordance with their instructions. Shareholders were also encouraged to express their views both before the 2022 AGM by submitting their questions to a designated email account and during the said meeting through the webcast link provided and the dedicated telephone line.
All the resolutions proposed at that meeting were approved by poll. Details of the poll results are available under the section “Investor Relations” of the Bank’s website. The next AGM will be held in the second quarter of 2023, the notice of which will be sent to shareholders at least 20 clear business days before the said meeting.
To facilitate shareholders’ understanding of the current corporate information of the Bank, details of the substantial interests in share capital and the public float information of the Bank are set out in the “Report of the Directors”; and other important information for shareholders is also disclosed in the “Corporate information and Calendar” in the Annual Report.
Shareholder(s) holding not less than five percent of the total voting rights of all the members having a right to vote may request to call an Extraordinary General Meeting of the Bank.
The requisition (a) must state the general nature of the business to be dealt with at the meeting, (b) must be signed by the requisitionist(s), and (c) may either be deposited at the Bank’s registered office at 83 Des Voeux Road Central, Hong Kong in hard copy form or sent by email to firstname.lastname@example.org. If the resolution is to be proposed as a special resolution, the requisition should include the text of the resolution and specify the intention to propose the resolution as a special resolution. The requisition may consist of several documents in like form, each signed by one or more requisitionist(s).
The requisition must also state (a) the name(s) of the requisitionist(s), (b) the contact details of the requisitionist(s) and (c) the number of ordinary shares of the Bank held by the requisitionist(s).
The Directors must proceed to convene an Extraordinary General Meeting within 21 days from the date of receipt of the requisition. Such meeting should be held on a date not more than 28 days after the date on which the notice convening the meeting is given.
If the Directors fail to convene the Extraordinary General Meeting as aforesaid, the requisitionist(s), or any of them representing more than one-half of the total voting rights of all of them, may themselves convene the meeting. Any meeting so convened shall not be held after the expiration of three months from the date of the deposit of the requisition.
A meeting so convened by the requisitionist(s) shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by the Directors.
Any reasonable expenses incurred by the requisitionist(s) by reason of the failure of the Directors to convene a meeting shall be reimbursed to the requisitionist(s) by the Bank.
Shareholders representing at least 2.5 percent of the total voting rights of all the members having a right to vote, or, at least 50 shareholders who have a relevant right to vote, may:
|put forward proposal at general meeting;|
|circulate to other shareholders written statement with respect to matter to be dealt with or other business to be dealt with at general meeting.|
For further details on shareholder qualifications, and the procedures and timeline, in connection with the above, shareholders are kindly requested to refer to Sections 580 and 615 of the Companies Ordinance (Cap 622, Laws of Hong Kong).
Further, a shareholder may propose a person other than a retiring Director of the Bank for election as a Director of the Bank at a general meeting. For such purpose, the shareholder must send to the Bank’s registered address (for the attention of the Bank’s Company Secretary) a written notice which identifies the candidate and includes a notice in writing by that candidate of his/her willingness to be so elected. Such notice must be sent within the seven-day period commencing on the day after the despatch of the notice of the meeting, or such other period as may be determined by the Directors from time to time, and ending no later than seven days prior to the date appointed for such meeting.
Shareholders may send their enquiries requiring the Board’s attention to the Bank’s Company Secretary at the Bank’s registered address. Questions about the procedures for convening or putting forward proposals at an AGM or Extraordinary General Meeting may also be put to the Company Secretary by the same means.
The Bank has established a Shareholders Communication Policy to set out the Bank’s processes to provide shareholders and the investment community with ready, equal and timely information on the Bank for them to make informed assessments of the Bank’s strategy, operations and financial performance, and to engage actively with the Bank and exercise their rights as shareholders in an informed manner. The most recent review was undertaken and approved by the Board in November 2022 and the effectiveness of the Policy was confirmed considering multiple channels were in place and adopted to reflect the current best practice in communications with shareholders and the investment community.
The Bank has formulated a Dividend Policy to set out the Bank’s medium to long term dividend objective to maintain steady dividends in light of profitability, regulatory requirements, growth opportunities and the operating environment. Its roadmap is designed to generate increasing shareholders’ value through strategic business growth. The Bank would balance solid yields with the longer-term reward of sustained share price appreciation. When declaring dividends, the Bank will, in general, take into consideration factors including regulatory requirements, financial results, level of distributable reserves, general business conditions and strategies, strategic business plan and capital plan, statutory and regulatory restrictions on dividend payment, and any other factors the Board may deem relevant.