U sing an established system of good corporate governance and putting the right people in place to guide the organisation, we strive to practise the core values we advocate to be an exemplary corporate citizen and public body.

Governance framework

1 Composed of members from the Board

2Consists of external members and SFC Chairman as ex-officio

The Executive Committee (ExCo)

The ExCo is responsible for the day-to-day operations of the Commission. Led by the CEO, the ExCo comprises four other EDs, the chief counsel and three senior directors. The ExCo is charged with administrative, financial and management duties delegated to it by the Board.

Checks and controls

In addition to the Board, a number of internal committees and external bodies are involved in the SFC’s governance. The internal controls and external checks work in tandem to ensure that we adhere to the policies and procedures to uphold good governance.

Board of directors

The Board has the responsibility for setting the overall direction and for providing strategic guidance to the organisation. It meets at least once a month.

The Board comprises a non-executive chairman, a chief executive officer (CEO) and other executive and non- executive directors. All Board members are appointed for a fixed term by the Chief Executive of the Hong Kong Special Administrative Region or by the Financial Secretary (FS) under delegated authority. The majority of Board members are independent non-executive directors (NEDs).

The posts of chairman and CEO have been segregated since the enactment of the Securities and Futures (Amendment) Ordinance 2006.

As at 31 March 2011, the Board consisted of a chairman, six NEDs and five executive directors (EDs) including the CEO. For details of the Board, please see Board of Directors.

Memberships of the Audit Committee and Remuneration Committee comprise only NEDs whereas the Budget Committee comprises both NEDs and non-voting EDs.

Last December, Mr Martin Wheatley announced his impending departure in mid-2011. A global executive search for the CEO is underway.

Earlier in 2011, Mrs Alexa Lam was re-appointed as Executive Director (Policy, China and Investment Products) and Deputy Chief Executive Officer for a three-year term to February 2014.

Mr Anderson Chow Ka-ming, SC, and Professor Leonard Cheng Kwok-hon were each appointed NED for a two-year term to December 2012. Mrs Angelina Lee Wong Pui-Ling was re-appointed as NED for two years to July 2012. In addition, Mr Carlson Tong was appointed NED for two years from 1 April 2011 to March 2013.

Last year, 15 Board meetings were held.

Our structure

* The Commission refers to the board of directors.

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