From 1 July 2025, the revised Corporate Governance Code introduced Code Provision B.1.5, requiring listed issuers to maintain and disclose a board skills matrix. Adopted alongside the new board performance review requirement in HKEX's December 2024 Consultation Conclusions, this provision turns what many boards previously treated as an internal recruitment aid into a formal, standalone disclosure obligation.
What the Requirement Actually Says
Under Code Provision B.1.5, issuers should disclose a board skills matrix covering three elements. The first is the board's current mix of skills, experience, and qualifications, presented as a collective profile rather than as an assessment of individual directors. The second is an explanation of how that mix serves the company's strategy and its stated diversity targets. The third is a forward looking element, namely the further skills the board is looking to acquire and its progress against previously disclosed plans.
HKEX guidance is explicit that the matrix must reflect the board's collective profile, not a scorecard of named directors. A sample matrix published by HKEX covers areas such as industry knowledge, financial literacy, risk management, corporate governance, and increasingly, emerging topics such as artificial intelligence and technology risk, giving issuers a practical reference point for how granular the disclosure should be.
Why This Matters
The board skills matrix was previously something many companies produced informally, if at all, often buried as a supporting exhibit rather than presented as a standalone disclosure with defined content requirements. Elevating it to a Code Provision changes its function in three ways.
- It becomes evidence, not narrative. Investors and proxy advisers can now compare a company's stated strategic priorities against the skills actually represented on its board, rather than relying on generic statements that the board has the necessary skills and experience.
- It creates a forward planning obligation. Because issuers must disclose the skills they are looking to acquire and their progress against prior plans, the matrix is no longer a static snapshot. It becomes a running record that boards must actively update and be accountable for over time.
- It connects directly to succession and nomination processes. The nomination committee now has an explicit duty to assist the board in maintaining the matrix, linking it to broader succession planning, director search criteria, and board refreshment decisions rather than leaving it as a standalone disclosure exercise.
How It Connects to the Board Performance Review
The skills matrix does not sit in isolation. HKEX has been clear that the board performance review under Code Provision B.1.4 should assess whether the board's collective skills, expertise, and qualifications, as identified in the skills matrix, remain aligned with the issuer's business and strategic goals. In practice, this means the matrix should be treated as an input into the performance review rather than a separate compliance task completed by a different team on a different timeline.
Companies that prepare both disclosures together are better positioned to tell a coherent governance story. A performance review that identifies a strategic gap, for example limited board experience in a new business line or in climate risk, should visibly connect to an updated skills matrix showing that gap being addressed through recruitment or training.
Practical Implications for Boards
Companies should treat the matrix as a working governance tool rather than a static disclosure exhibit.
- Map current director skills, experience, and qualifications against the company's actual strategic priorities, not against a generic industry template.
- Identify skills gaps honestly and disclose the plan to close them, since HKEX now expects issuers to report progress against previously stated plans, meaning vague or unchanged year on year disclosures will become increasingly conspicuous.
- Ensure the nomination committee takes ownership of maintaining and updating the matrix on a regular cycle, coordinating with the board performance review process so both disclosures reinforce each other rather than being prepared independently.
- Consider how emerging risk areas, such as artificial intelligence, cybersecurity, and climate related financial risk, are or are not represented in the current skills profile, since these are increasingly the areas investors and regulators expect to see reflected.
Looking Ahead
The board skills matrix requirement reflects the same underlying shift driving the board performance review: a move away from static, generic governance statements toward disclosure that can be tested against evidence. Boards that treat the matrix as a box ticking exercise will find it increasingly exposed by comparison with peers who use it as a genuine planning tool. Those that integrate it with succession planning, nomination committee work, and the board performance review will be better placed to demonstrate that their board composition is a deliberate strategic choice rather than an accident of history.
Edited / written by: Amanda Cheung, Founder, AMMO Group
