Communication with Shareholders

Effective Communication

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 make presentations and hold group meetings with investors at investor forums.

 

Our website (www.hangseng.com) 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, 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. 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.

 

Calling an Extraordinary General Meeting

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 ("EGM") 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 egmrequisition@hangseng.com. 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 EGM 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 EGM 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.

 

Putting Forward Proposals at General Meetings

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. Procedures for shareholders to propose candidates for election as Director of the Bank are also available on our website (www.hangseng.com/en-hk/about-us/corporate-governance/).

 

Putting Enquiries to the Board

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 EGM may also be put to the Company Secretary by the same means.

 

Shareholders Communication Policy

The Bank maintains open and constructive dialogue with its shareholders and provides them with the information necessary to make sound investment decisions. The Bank has established a Shareholders Communication Policy to which 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 of the policy was undertaken and approved by the Board in November 2024 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 said policy, which is subject to annual review, is available on our website (www.hangseng.com/en-hk/about-us/corporate-governance/).

 

Corporate Communications Arrangement

Corporate Communications will be provided to Shareholders in plain language and in both English and Chinese versions for Shareholders’ ease of understanding. For the purpose of despatching the Bank’s Corporate Communications, the Bank enquire with new shareholders on their choice of means of receipt (either receiving printed copies or browsing the Bank’s website) and language (in either English or Chinese, or in both) to receive such documents. Shareholders may change their choice of means of receipt or language of the Bank’s future corporate communications at any time, free of charge. Shareholders are encouraged to access the Bank’s Corporate Communications electronically via the Bank’s website to help protect the environment.

 

Corporate Communications Arrangement

Corporate Communications Request Form (for registered shareholders)
Corporate Communications Request Form (for non-registered shareholders)

 

Dividend Policy

The Bank is committed to providing our shareholders with sustainable and outstanding returns. All shareholders are entitled to receive dividends according to our Dividend Policy. 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. Dividend payment shall, 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 other factors the Board may deem relevant.

 

The latest version of the Policy is available on our website (www.hangseng.com/en-hk/about-us/corporate-governance/).