HTML Preview Board Of Directors Resignation Letter page number 1.


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(Incorporated in Hong Kong with limited liability)
(Stock Code: 388)
Resignation of Director
The board of directors (“Board”) of Hong Kong Exchanges and Clearing Limited (“HKEx”)
announces that Mr David Michael Webb (“Mr Webb”) resigned as an independent
non-executive director of HKEx effective 15 May 2008.
The Board of HKEx announces that Mr Webb has today served a notice to resign with
immediate effect as an independent non-executive director of HKEx. Whilst the Board does
not agree with the criticisms directed at the Government Appointed Directors, other Board
members and management of HKEx in Mr Webb’s letter of resignation, in the interests of
transparency the content of such letter is set out below:
Dear fellow Directors,
I have given careful consideration to a series of issues, including:
1. The refusal of management to provide certain information which I have reasonably
requested under the Code on Corporate Governance to facilitate the performance of
my duties as a director.
2. The holding of certain meetings between HKEx and third parties on condition that the
Board not be informed of the content of those meetings unless the parties consent.
This is not conducive to good governance and informed decision-making, and carries
an implicit insult to the integrity of the board.
3. The occurrence, on several occasions during my five years on the Board, of U-turns
led by Government-Appointed Directors on what were clearly political grounds.
4. HKEx needs to be able to take forward its development in the face of increasing
competition by means of an open, transparent and independent decision-making
process. It is clear to me as a director that, while on the face of it, HKEx has won
corporate governance awards, policy is increasingly being driven through the back
door by inexperienced and inexpert officials rather than by an independent board in
the best interests of the market.
5. Since the abandonment of the Expert Group’s recommendations in 2003, Hong Kong
has seen no progress on legislation to provide statutory backing (and hence,
meaningful deterrence) for the Listing Rules, which has been promised by
Government twice, in successively weaker forms, in January 2005 and February 2007.
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