How often should a board conduct a performance review?

Code provision B.1.4 of the Corporate Governance Code provides that the board should conduct a formal performance review at least every two years. It applies on a comply-or-explain basis for financial years beginning on or after 1 July 2025. The Corporate Governance Report should state whether a review took place in the period and, if not, when the next one is planned.

What should the Corporate Governance Report say about the review?

Where a review was conducted, the report should explain whether it was carried out internally or by an external facilitator, how it was conducted, including its scope and the departments, committees or external provider responsible, any connection between an external facilitator and the issuer or its directors, and the findings, including significant areas for improvement and the actions taken or planned in response.

How do you conduct a board performance review?

We combine questionnaires designed for the board, confidential interviews with directors and senior management, and a review of board minutes, committee terms of reference and reporting lines. The review looks at the board as a whole rather than at individual directors: composition and skills, committee effectiveness, oversight of strategy and risk, and how the board works together. Our report sets out findings and recommendations for the board's consideration.

How does the board skills matrix relate to the performance review?

Code provision B.1.5 asks issuers to disclose a board skills matrix, and the performance review is where that matrix is tested against the issuer's strategy. We help boards map current skills, identify the gaps the strategy will expose, and present the matrix and the review together, so the Corporate Governance Report reads as one account of composition, evaluation and refreshment.

Do you support board committees?

Yes. We review the terms of reference of the audit, remuneration, nomination and ESG committees against the Code and against what each committee actually does, and help committees prepare the reports and disclosures that describe their work during the year.

Governance & Board Support

CG disclosures, board performance review and committee support

Corporate governance and board support is advisory work that helps a listed issuer's board meet the HKEX Corporate Governance Code and explain its practices clearly in the Corporate Governance Report. AMMO Group supports HKEX issuers with board performance reviews, board skills matrix disclosure, committee terms of reference and the drafting of governance disclosures.

Corporate governance in Hong Kong is undergoing its most significant overhaul in years. The new Corporate Governance Code, effective 1 July 2025, introduces mandatory board performance reviews, skills matrix disclosure, INED term limits and stricter director training requirements. Boards that treat these as checkbox exercises risk falling behind — those that embrace them build lasting investor confidence.

Mandatory board performance review

A formal review at least once every two years, with disclosure of the method, key findings and improvement actions.

Board skills matrix disclosure

New disclosure of the board skills matrix, showing the board's overall capability mix.

INED term limit

Independent non-executive directors are capped at nine years of tenure, phased in over a six-year transition.

Overboarding cap

One INED may sit on no more than six Hong Kong listed company boards.

Mandatory director training

All directors must receive continuing professional development in each financial year.

Nomination committee gender diversity

The nomination committee must include at least one director of a different gender from the chair.

CG Disclosure Support

Support for Corporate Governance Report preparation, ensuring compliance with the latest CG Code requirements and disclosure obligations.

CG Code

Board Performance Review

Independent, structured evaluation of board effectiveness, composition and dynamics in line with the CG Code's mandatory biennial review requirement.

Biennial Requirement

Committee Support

Advisory support for Audit, Remuneration, Nomination and ESG committees on terms of reference, effectiveness and reporting.

Audit / Rem / Nom / ESG

Composition & Diversity

Assess the board's skills matrix, independence, and the implementation of diversity policies.

Committees' Effectiveness

Evaluate the performance and fulfillment of duties by Audit, Remuneration, Nomination, and ESG committees.

Strategy & Risk Oversight

Review the board's effectiveness in steering corporate strategy and overseeing risk management frameworks.

Board Dynamics & Culture

Analyze internal communication mechanisms, information transparency, and the overall decision-making culture.

Tailored Questionnaires

Design self-assessment and peer-review surveys tailored to your industry.

1-on-1 Interviews

Conduct confidential interviews with directors and C-suite to gather deep insights.

Document Review

Review board minutes, terms of reference, and reporting lines.

Independent Report & Recommendations

Deliver a comprehensive report with actionable recommendations for governance enhancement.

Ready for your next board performance review?

Talk to our team

Governance & Board Support

The Challenge

Mandatory board performance review

Board skills matrix disclosure

INED term limit

Overboarding cap

Mandatory director training

Nomination committee gender diversity

What We Offer

CG Disclosure Support

Board Performance Review

Committee Support

Board Performance Review — What We Evaluate

Composition & Diversity

Committees' Effectiveness

Strategy & Risk Oversight

Board Dynamics & Culture

Our Methodology

Tailored Questionnaires

1-on-1 Interviews

Document Review

Independent Report & Recommendations

Ready for your next board performance review?

Frequently asked questions

ESG Knowledge

Services

About Us

Contact Us