香港聯交所加強重視上市申請人/上市公司就ESG事宜及董事會性別多元化的披露

(1) Shortening the deadline for publication of ESG reports

The current Listing Rules require an issuer to disclose information set out in the ESG Reporting Guide (Appendix 27 to the Main Board Rules; Appendix 20 to the GEM Rules) in the annual report, in a separate report or on the issuer’s website within three months after publication of the issuer’s annual report.

To amend the relevant Listing Rule such that the deadline for publication of ESG reports will be aligned with the publication timeframe of the annual report (i.e. within four months (Main Board issuers) or three months (GEM issuers) after the year-end date).

(2) Introducing mandatory disclosure requirements

(a) Governance structure

The ESG Reporting Guide states that the board has overall responsibility for the issuer’s ESG strategy and reporting.

To mandate the disclosure of a statement from the board containing:

• a disclosure of the board’s oversight of ESG issues;
• the process used to identify, evaluate and manage material ESG-related issues (including risks to the issuer’s businesses); and
• how the board reviews progress made against ESG-related goals and targets.

The board statement should include information on the issuer’s current ESG management approach, strategy, priorities and goals/targets and an explanation of how they relate to the issuer’s businesses.

 (b) Reporting principles

The ESG Reporting Guide sets out reporting principles (including “materiality” and “quantitative”) that are to underpin the preparation of an ESG report.  But there is no specific requirement mandating issuers to disclose how such reporting principles are applied in the reports.

To mandate the disclosure of an explanation on how the issuer has applied the reporting principles in the preparation of the ESG report:

• on “materiality”, the issuer must disclose a description of significant stakeholders identified, the process and results of the issuer’s stakeholder engagement (if any), and the criteria for the selection of material ESG factors; and
• on “quantitative”, the issuer must disclose information on the standards, methodologies, assumptions and/or calculation tools used, and source of the conversion factors used for the reporting of emissions/energy consumption (where applicable).

(c) Reporting boundaries

Currently, an ESG report should state which entities in the issuer’s group and/or which operations have been included in the report, but issuers are not required to disclose the process in which entities or operations are chosen to be excluded from the ESG report.  Investors may potentially misunderstand an issuer’s overall ESG performance where poor-performing entities or operations are excluded from the ESG report without explanation.

To mandate the disclosure of an explanation of the ESG report’s reporting boundary, disclosing the process an issuer used to identify the specific entities or operations that are included in the ESG report.

(3) Requiring disclosure of significant climate-related issues

Currently, issuers are not required to disclose how climate change impacts them.

To introduce a new aspect under subject area “Environmental” (subject to “comply or explain”) requiring disclosure of the significant climate-related issues which have impacted, and those which may impact the issuer, and the actions taken to manage them. 

(4) Revising “Environmental” key performance indicators (KPIs)

Issuers are required to disclose “results achieved” from their initiatives to reduce emissions/waste, but not targets.

Issuers are required to disclose greenhouse gas emissions (GHG) in total and the intensity, but not emissions by scope types.

To require disclosure of a description of targets set regarding emissions, energy use and water efficiency, waste reduction, etc. and steps taken to achieve them. 

To require disclosure of Scope 1* and Scope 2* GHG emissions.

* Scopes of emissions are defined in accordance with the international reporting framework published by the World Resources Institute / World Business Council for Sustainable Development, as reported in The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard.

(5) Upgrading the disclosure obligation of “Social” KPIs

Currently, the Social KPIs of the ESG Reporting Guide are recommended disclosures (i.e. voluntary disclosures).

To upgrade the disclosure obligation of Social KPIs to “comply or explain”.

(6) Revising “Social” KPIs

(a) Employment types

Issuers are recommended to disclose total workforce by gender, employment type, age group and geographical region.

To clarify that “employment types” should include “full- and part-time” staff.

(b) Rate of fatalities

Issuers are recommended to disclose the number and rate of work-related fatalities for the reporting year.

To require disclosure of the number and rate of work-related fatalities occurred for each of the past three years including the reporting year.

(c) Supply chain management

Issuers are recommended to describe practices relating to engaging suppliers, number of suppliers where the practices are being implemented and how they are implemented and monitored.

To introduce new KPIs to require disclosure of the issuer’s:

• practices used to identify environmental and social risks along the supply chain; and
• practices used to promote environmentally preferable products and services when selecting suppliers,

and how they are implemented and monitored.

(d) Anti-corruption

There is currently no KPI requiring disclosure of anti-corruption training provided to directors and staff.

To introduce a new KPI requiring disclosure of anti-corruption training provided to directors and staff.

 (7) Encouraging independent assurance

The current ESG Reporting Guide provides that the issuer may consider obtaining assurance on its ESG report. However, there is no guidance on the information to be disclosed if assurance is obtained, or the benefits of obtaining assurance.

To state in the ESG Reporting Guide that the issuer may seek independent assurance to strengthen the credibility of ESG information disclosed; and where independent assurance is obtained, the issuer should describe the level, scope and processes adopted for assurance clearly in the ESG report.