OECD Corporate Governance Factbook 2025: Hong Kong (China)
Table of contents
This Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of Hong Kong (China)’s corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.
The information in this document is as of 31 December 2024 unless otherwise specified.
For further details, please refer to the OECD Corporate Governance Factbook 2025.
1. Recent developments (as of July 2025)
Copy link to 1. Recent developments (as of July 2025)In May 2025, the Companies Ordinance (CO) was amended to introduce a company re-domiciliation regime to facilitate companies incorporated outside Hong Kong (China) to re-domicile to Hong Kong (China), while maintaining legal identity and ensuring business continuity.1
In April 2025, the CO was amended to introduce (i) a new treasury share regime for listed companies to hold and dispose of shares they bought back; and (ii) an implied consent mechanism to promote paperless communication by website for both listed and unlisted companies.2
In April 2023, the CO was amended to expressly cater for the scenario of companies holding fully virtual general meetings without the requirement for presence of members at any physical locations as well as a mixed mode of such virtual general meetings and members attending at physical location(s), i.e. hybrid general meetings.3
The Stock Exchange of Hong Kong Limited (SEHK) amended its listing rules in December 2021 to, amongst other things, require issuers with a single gender board to appoint at least a director of a different gender no later than 31 December 2024.
In April 2024, following a market consultation and the approval from the Securities and Futures Commission (SFC), SEHK introduced enhanced climate-related disclosure requirements in its listing rules. These enhanced requirements are modelled on IFRS S2 Climate-related Disclosures and took effect in phases starting from 1 January 2025.4
In December 2024, after taking into account market feedback and the SFC’s approval, SEHK announced amendments to its Corporate Governance Code and related listing rules to, amongst other things, enhance board effectiveness and reinforce board independence. The new rules took effect starting from 1 July 2025, with transition arrangements.
In January 2025, following a market consultation and the SFC’s approval, SEHK amended the listing rules requiring, amongst other things, issuers to ensure their constitutional documents enable general meetings to be held as hybrid general meetings and provide electronic voting with effect from 10 February 2025. Listed issuers have a transitional period until their next annual general meeting held after 1 July 2025 to amend their constitutional documents.
2. Global markets and public equity ownership
Copy link to 2. Global markets and public equity ownership2.1. Size of the public equity market
Copy link to 2.1. Size of the public equity market|
No. of listed companies in Dec 2024 |
Change since Dec 2021 |
Market capitalisation in Dec 2024 |
Ratio to GDP |
||
|---|---|---|---|---|---|
|
Hong Kong (China) |
2 303 |
|
-2.7% |
USD 3 050 bn |
749.3% |
|
OECD members |
21 618 |
|
4.3% |
USD 92 518 bn |
136.5% |
|
World |
46 086 |
|
11.3% |
USD 124 536 bn |
112.7% |
Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.
Source: OECD Capital Market Series Dataset. IMF.
2. 2.2. Public equity ownership by investor category
Copy link to 2. 2.2. Public equity ownership by investor category
Source: OECD Capital Market Series Dataset.
2.3. Ownership concentration by market
Copy link to 2.3. Ownership concentration by market
Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
3. Corporate governance and institutional framework
Copy link to 3. Corporate governance and institutional framework3.1. Regulatory framework on corporate governance
Copy link to 3.1. Regulatory framework on corporate governance|
Main public regulator |
|
|
The largest stock exchange |
The Stock Exchange of Hong Kong Limited, a private corporation or association |
|
Main laws and regulations |
Companies Ordinance Companies (Winding Up and Miscellaneous Provisions) Ordinance Securities and Futures Ordinance |
3.2. Mechanisms for corporate governance code/principle
Copy link to 3.2. Mechanisms for corporate governance code/principle|
Code/principle |
Corporate Governance Code (Appendix C1 to the Main Board Listing Rules / Appendix C1 to the GEM Listing Rules)* |
||
|
Basis for framework |
Listing rule |
Approach |
Binding & Comply or explain |
|
Disclosure in annual report |
Required |
Surveillance |
Stock exchange |
|
Custodians |
Latest code update |
2024* |
|
|
Issuing body for national monitoring report |
|||
* Updates to the Corporate Governance Code under the Listing Rules issued by The Stock Exchange of Hong Kong Limited on 19 December 2024 came into effect on 1 July 2025 (Appendix C1 to the Main Board Listing Rules / Appendix C1 to the GEM Listing Rules).
The categories that the jurisdiction fits into are highlighted in blue.
The bold numbers and words indicate jurisdiction-specific additional information.
The numbers within parentheses indicate the number of jurisdictions applicable to each category.
For further information on the methodologies used for the categorisations, please see the OECD Corporate Governance Factbook 2025.
4. The rights of shareholders and key ownership functions
Copy link to 4. The rights of shareholders and key ownership functions4.1. Shareholders’ rights for the general meeting
Copy link to 4.1. Shareholders’ rights for the general meeting|
Notice period |
10-15 days (10) |
20-21 days (20) 21 days |
22-28 days (6) |
>28 days (16) |
|
|
Shareholding threshold for placing agenda items* |
<3% (23) 2.5% or 50 shareholders |
3-4 % (6) |
5% (22) |
>5% (6) |
|
|
Shareholding threshold for requesting meeting* |
<3% (5) |
3-4 % (4) |
5% (28) |
>5% (20) |
|
|
Deadline for meeting after request |
≤15 days (3) |
16-30 days (14) |
31- 90 days (26) 49 days (21 for calling the meeting + 28 for holding the meeting after notice) |
No specific deadline (9) |
|
|
Shares without voting rights with preferential right to dividends |
Allowed (34) |
Issuing share with limit (14) |
Not allowed (3) |
No provision (1) |
|
|
Shares without voting rights and preferential rights to dividends |
Allowed (26) |
Not allowed (14) |
No provision (12) |
||
|
Multiple classes of shares with a different no. of votes each |
Allowed (28) |
Allowed with limit (3) |
Not allowed (14) |
No provision (7) |
|
|
Timing of disclosure of voting result after meeting |
Up to 5 days (32) Promptly |
Within 6-15 days (19) |
Others (1) |
||
|
Provision regarding hybrid shareholder meetings |
Allowed by law/regulation/rule (47) |
Recommended by code (2) |
No provision (3) |
||
|
Provision regarding virtual shareholder meetings |
Allowed by law/regulation/rule (42) |
Recommended by code (2) |
No provision/virtual shareholder meetings are not allowed (8) |
||
* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
4.2. Related party transactions (RPTs)
Copy link to 4.2. Related party transactions (RPTs)|
Immediate disclosure |
Required (49) |
Not required (3) |
|
Periodic disclosure |
Required (45) |
Not required (7) |
|
Board approval for certain RPT |
Required (45) |
Not required (7) |
|
Shareholder approval for certain RPT |
Required (36) |
Not required (16) |
4.3. Takeover bid rules
Copy link to 4.3. Takeover bid rules|
Takeover bid approach* |
Ex-ante (9) |
Ex-post (42) |
|||
|
Threshold for mandatory takeover bid* |
<30% (12) |
30-33% (24) |
33-50% (8) |
>50% (2) |
Control over the board and others (5) |
|
Minimum bidding price (price paid by offeror) *,** |
Highest in 3-4 months (3) |
Highest in 6 months (14) |
Highest in 12 months (19) |
Other requirement (8) |
No requirement (11) |
|
Minimum bidding price (market price) *,** |
Average in 1-3 months (6) |
Average in 6 months (9) |
Average in 12 months (2) |
Other requirement (11) |
No requirement (29) |
* Jurisdictions where mandatory takeover bid rules exist are included.
** Some jurisdictions belong to multiple categories.
4.4. Stewardship and fiduciary responsibilities
Copy link to 4.4. Stewardship and fiduciary responsibilities|
National frameworks |
|||||||||||||||||
|
Institutional investors |
Disclosure on voting policies |
Law/regulation/rule (23) |
Both (Law/regulation/rule and code) (11) |
Code (4) |
Code and industry association requirement (1) |
Industry association requirement (1) |
Comply or explain (6) |
No provision (6) |
|||||||||
|
Policy of conflicts of interest |
Law/regulation/rule (28) |
Both (Law/regulation/rule and code) (14) |
Code (3) |
Industry association requirement (2) |
Comply or explain (4) |
No provision (1) |
|||||||||||
|
Disclosure on conflicts of interest |
Law/regulation/rule (19) |
Both (Law/regulation/rule and code) (12) |
Code (1) |
Industry association requirement (1) |
Comply or explain (6) |
No provision (13) |
|||||||||||
|
Constructive engagement |
Law/regulation/rule (15) |
Both (Law/regulation/rule and code) (4) |
Code (4) |
Industry association requirement (2) |
Comply or explain (5) |
No provision (22) |
|||||||||||
|
Proxy advisors |
Disclosure on voting policies |
Law/regulation/rule (16) |
Both (Law/regulation/rule and code) (2) |
Code (3) |
Comply or explain (3) |
No provision (28) |
|||||||||||
|
Policy of conflicts of interest |
Law/regulation/rule (20) |
Both (Law/regulation/rule and code) (1) |
Code (3) |
Comply or explain (3) |
No provision (25) |
||||||||||||
|
Disclosure on conflicts of interest |
Law/regulation/rule (20) |
Both (Law/regulation/rule and code) (1) |
Code (3) |
Comply or explain (3) |
No provision (25) |
||||||||||||
4.5. Company groups
Copy link to 4.5. Company groups|
Disclosure on beneficial owners |
Mandatory to public (38) |
Mandatory to the regulator only (7) |
Mandatory to the regulator and voluntary to public (4) |
Voluntary to public (1) |
Absence of mandatory/voluntary disclosure provisions (2) |
||||
|
Disclosure on shareholder agreements |
Mandatory to public (39) |
Mandatory to the regulator only (2) |
Absence of mandatory/voluntary disclosure provisions (11) |
||||||
|
Disclosure on cross shareholdings |
Mandatory to public (24) |
Mandatory to the regulator only (2) |
Voluntary to public (1) |
Absence of mandatory/voluntary disclosure provisions (25) |
|||||
5. The board of directors
Copy link to 5. The board of directors5.1. Basic board structures and independence
Copy link to 5.1. Basic board structures and independence|
Board structure |
One-tier system (24) |
Optional for one-tier and two-tier system (18) |
Two-tier system (7) |
Multiple options with hybrid system (3) |
|||
|
Separation of CEO and board chair |
Separation is required (14) |
Separation is recommended (16) |
Incentive mechanism (2) |
Not required/ recommended (10) |
|||
|
Appointment of independent directors |
Regulation* |
1 person (4) |
2-3 persons (12) |
20-30% (4) |
33% (9) |
≥50% (6) |
Not applicable (22) |
|
Code* |
1 person (1) |
2-3 persons (5) |
20-30% (1) |
33% (8) |
≥50% (20) |
Not applicable (22) |
|
* Some jurisdictions belong to multiple categories.
5.2. Board-level committees
Copy link to 5.2. Board-level committees|
Setting audit committee (AC) |
Law/regulation/rule (45) |
Code (7) |
||||||
|
Setting nomination committee (NC) |
Law/regulation/rule (12) |
Code (32) |
No provision (8) |
|||||
|
Setting remuneration committee (RC) |
Law/regulation/rule (16) |
Code (29) |
No provision (7) |
|||||
|
AC member independence |
Regulation |
1-3 persons (7) |
Majority (22) |
100% (9) |
Not applicable (14) |
|||
|
Code |
1-3 persons (1) |
Majority (10) |
100% (2) |
Not applicable (39) |
||||
|
NC member independence |
Regulation |
1-3 persons (3) |
Majority (7) |
100% (2) |
Not applicable (40) |
|||
|
Code |
1-3 persons (2) |
Majority (20) |
100% (2) |
Not applicable (28) |
||||
|
RC member independence |
Regulation |
1-3 persons (3) |
Majority (10) |
100% (2) |
Not applicable (37) |
|||
|
Code |
1-3 persons (2) |
Majority (13) |
100% (10) |
Not applicable (27) |
||||
|
Risk management role of AC |
Law/regulation/rule (27) |
Code (15) |
No provision (10) |
|||||
5.3. Auditor independence, accountability and oversight
Copy link to 5.3. Auditor independence, accountability and oversight|
Professional auditor bodies |
|
|||
|
Public oversight body |
|
|||
|
Approval of external auditor by shareholders |
Law/regulation (47) |
No provision (5) |
||
|
Recommendation or nomination of auditor by AC |
Law/regulation/rule (46) |
Code (5) |
No provision (1) |
|
|
Reviewing the auditor’s scope by AC |
Law/regulation/rule (41) |
Code (8) |
No provision (3) |
|
5.4. Board nomination and election
Copy link to 5.4. Board nomination and election|
Majority voting |
Required (42) |
Not required (10) |
||
|
Qualification for board candidates |
Law/regulation/rule (11) |
Both law/regulation/rule and code (5) |
Code (22) |
No provision (14) |
|
Info to shareholders on candidates’ qualifications |
Law/regulation/rule (26) |
Both law/regulation/rule and code (6) |
Code (14) |
No provision (6) |
5.5. Board and key executive remuneration
Copy link to 5.5. Board and key executive remuneration|
Criteria on structure of board remuneration |
Required (28) |
Recommended (23) |
No provision (1) |
|||
|
Long-term incentive for board |
Law/regulation/rule (18) |
Code (17) |
No provision (17) |
|||
|
Shareholder approval on remuneration policy |
Binding, vote required (28) |
Binding, vote recommended (1) |
Advisory, vote required (10) |
Advisory, vote recommended (3) |
Choice between approval or articles of association (4) |
No provision (6) |
|
Shareholder approval of level of remuneration |
Binding, vote required (28) |
Binding, vote recommended (1) |
Advisory, vote required (14) |
Advisory, vote recommended (2) |
Choice between approval or articles of association (3) |
No provision (4) |
5.6. Gender composition on boards and in senior management
Copy link to 5.6. Gender composition on boards and in senior management|
Women’s participation in 2024 |
Boards of directors |
20.1% |
||
|
Managerial positions |
37.7% |
|||
|
Gender diversity on boards |
Quota |
At least one director of a different gender on the board |
||
|
Target |
Requirement by the listing rules* |
|||
|
Disclosure on gender composition of boards |
Law/regulation/rule (34) |
Code (4) |
No provision (14) |
|
* While the Corporate Governance Code under the Listing Rules issued by The Stock Exchange of Hong Kong Limited requires issuers to set measurable objectives (e.g. numerical targets and timelines) for the promotion of gender diversity on their board, it does not specify a numerical target. Issuers may determine their own target and timeline.
6. Corporate sustainability
Copy link to 6. Corporate sustainability6.1. Sustainability-related disclosure
Copy link to 6.1. Sustainability-related disclosure|
Key resources* |
Main Board: Environmental, Social and Governance Reporting Guide GEM Board: Environmental, Social and Governance Reporting Guide |
||||||||
|
Sustainability disclosure |
Law/regulation (41) |
Listing rules (6) |
Code (4) |
Relevant provision without specific requirement or recommendation (1) |
|||||
|
Disclosure standards |
IFRS Sustainability Standards (9) |
European Sustainability Reporting Standards (24) |
Other international standards (4) |
Other local standards (6) |
No provision (9) |
||||
|
Primary users |
Investors (9) |
Multiple Stakeholders (33) |
No provision (10) |
||||||
|
Sustainability matters |
All material sustainability matters (44) |
Only climate-related matters (2) |
No provision (6) |
||||||
* The Main Board and GEM Board ESG reporting guides were revised and issued as Environmental, Social and Governance Reporting Code with effect from 1 January 2025 (Main Board: Environmental, Social and Governance Reporting Code and GEM Board: Environmental, Social and Governance Reporting Code).
6.2. Sustainability governance
Copy link to 6.2. Sustainability governance|
Board responsibilities for sustainability |
Law/regulation (20) |
Listing rules (5) |
Code (12) |
No provision (15) |
|
Key resources* |
Environmental, Social and Governance Reporting Guide Part A, paragraphs 10 and 13 of Appendix C2 to the Main Board Listing Rules Appendix C2 of the GEM Listing Rules Implementation Guidance for Climate Disclosures under HKEX ESG Reporting Framework |
|||
* The Main Board and GEM Board ESG reporting guides were revised and issued as Environmental, Social and Governance Reporting Code with effect from 1 January 2025 (Main Board: Environmental, Social and Governance Reporting Code and GEM Board: Environmental, Social and Governance Reporting Code).
6.3. ESG rating agencies and index providers
Copy link to 6.3. ESG rating agencies and index providers|
ESG rating and index providers* |
Framework for ESG ratings (32) |
Framework for index providers (31) |
No provision (17) |
|
Disclosure of methodologies |
Law/regulation (29) |
Code (4) |
No provision (19) |
|
Disclosure of management of conflicts of interest policy |
Law/regulation (30) |
Code (4) |
No provision (18) |
* Some jurisdictions belong to multiple categories.
6.4. Sustainability-related assurance
Copy link to 6.4. Sustainability-related assurance|
Framework |
Law/regulation (31) |
Code (1) |
Public consultation/ active consideration (9) |
No provision or consultation (11) |
|||
|
Assurance service providers* |
Statutory auditors (21) |
Service providers with accreditation by a public organisation (11) |
Other service providers (3) |
No provision (1) |
|||
|
Level of assurance* |
Limited assurance currently or planned (33) |
Reasonable assurance currently or planned (6) |
No provision (2) |
||||
|
Key resources |
HKSAR Government’s Roadmap on Sustainability Disclosure in Hong Kong |
||||||
* Some jurisdictions belong to multiple categories.
This work is published under the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of the Member countries of the OECD.
This document, as well as any data and map included herein, are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area.
The full book is available in English: OECD (2025), OECD Corporate Governance Factbook 2025, OECD Publishing, Paris, https://doi.org/10.1787/f4f43735-en.
© OECD 2025
Attribution 4.0 International (CC BY 4.0)
This work is made available under the Creative Commons Attribution 4.0 International licence. By using this work, you accept to be bound by the terms of this licence (https://creativecommons.org/licenses/by/4.0/).
Attribution – you must cite the work.
Translations – you must cite the original work, identify changes to the original and add the following text: In the event of any discrepancy between the original work and the translation, only the text of original work should be considered valid.
Adaptations – you must cite the original work and add the following text: This is an adaptation of an original work by the OECD. The opinions expressed and arguments employed in this adaptation should not be reported as representing the official views of the OECD or of its Member countries.
Third-party material – the licence does not apply to third-party material in the work. If using such material, you are responsible for obtaining permission from the third party and for any claims of infringement.
You must not use the OECD logo, visual identity or cover image without express permission or suggest the OECD endorses your use of the work.
Any dispute arising under this licence shall be settled by arbitration in accordance with the Permanent Court of Arbitration (PCA) Arbitration Rules 2012. The seat of arbitration shall be Paris (France). The number of arbitrators shall be one.
Notes
Copy link to Notes← 1. The Companies Registry (CR) has issued a Guide on Company Re-domiciliation on this matter.
← 2. The CR has issued a Guidance Note – Good Practice on Communication by Company by Means of Website Under Implied Consent Mechanism and updated a Guide on Communications to and by Companies on these matters.
← 3. The CR has issued a Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings on this matter.
← 4. SEHK also published an implementation guidance that references reporting principles under IFRS S1 and IFRS S2 to assist issuers.
← 5. Note: “World” covers 98 jurisdictions.
Other profiles
- A - C
- D - I
- J - M
- N - R
- S - T
- U - Z

