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NYSE Practices - Summary of Differences

Summary of Differences From New York Stock Exchange Corporate Governance Practices for U.S. Domestic Issuers

In November 2003, the New York Stock Exchange ("NYSE") established new corporate governance rules for listed companies. Under these new rules, non-U.S. issuers are subject to a more limited set of corporate governance requirements than U.S. domestic issuers. As a non-U.S. issuer, we must comply with three NYSE rules: (1) we must satisfy the audit committee requirements of the U.S. Securities and Exchange Commission ("SEC") by July 31, 2005; (2) our Chief Executive Officer must promptly notify the NYSE in writing after any executive officer becomes aware of any material non-compliance with the applicable corporate governance rules; and (3) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards.

The table below briefly describes the significant differences between our practices and NYSE corporate governance rules for U.S. domestic issuers. To see Hutchison Telecom's adaptation of each NYSE rule, please click on each NYSE description and the Hutchison Telecom interpretation will appear.

Section of NYSE Listed Company Manual NYSE Corporate Governance Rule for U.S. Domestic Issuers
303A.01

A listed company must have a majority of independent directors.

303A.03

The non-management directors of a listed company must meet at regularly scheduled executive sessions without management and independent directors should meet at a scheduled executive session without management at least once per year.

303A.04

A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties.

303A.05

A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties.

303A.06
303A.07

A listed company must have an audit committee with a minimum of three members; all audit committee members must be independent directors who satisfy the independence requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The audit committee must have a written charter that covers certain minimum specified duties.

303A.09

A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.

303A.12

Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.

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