The 2025 Hong Kong Spencer Stuart Board Index is a comprehensive study of the governance practices for companies in the Hang Seng Index (HSI) and Hang Seng Composite LargeCap Index (HSLI). This index provides a snapshot of key governance practices across these two groups, including board structure and composition, diversity, committees, meetings, remuneration and board evaluation.
Among the key findings in 2025:
Board refreshment efforts are accelerating.
Under the revised HKEX Corporate Governance Code and Listing Rules, independent non-executive directors (INEDs) who have served for more than nine years are regarded as “long-serving INEDs,” and companies are no longer permitted to include long-serving INEDs at the conclusion of their first annual general meeting (AGM) held on or after July 1, 2031. This regulatory change has accelerated board refreshment efforts. Among HSLI companies, 59% of INEDs were appointed within the past five years; more than 40% of new directors this year are INEDs. These shifts mark positive progress toward greater board diversity and the reduction of groupthink.
Fewer directors are overboarding.
To ensure directors’ time commitment, new provisions in the Listing Rules also limit INEDs to serving as directors in a maximum of six Hong Kong-listed companies. Currently, INEDs of HSLI companies hold an average of 2.2 public directorships, consistent with 2023 figures. Only two INEDs from HSLI companies held more than six public directorships this year, a positive development. The highest number of public board positions held by a single INED is 10.
More companies are adding lead INEDs.
Under the amended HKEX Corporate Governance Code, it is now recommended best practice to appoint a lead INED when the board chair is not an INED. The lead INED serves as a designated contact point for shareholder engagement and helps strengthen and facilitate communication between directors. While it is a relatively new concept in Hong Kong, in 2025, 6% of HSI companies and 9% of HSLI companies have appointed a lead INED.
Gender diversity progress continues.
Since 2024, HKEX has mandated that all companies must appoint at least one female director, which drove the addition of women on Hong Kong boards over the past few years. The percentage of female directors rose from 19.2% in 2023 on both indexes to 21.7% on the HSI and 22.9% on the HSLI in 2025. Notably, 65% of HSI companies and 68% of HSLI companies now have two or more female directors, up from 58% and 57%, respectively, in 2023. However, momentum appears to be slowing. In 2025, women comprised 32% of HSLI directors appointed in the previous 12 months, down from 39% in 2023. And just 42% of new INEDs are women, down from 53% in 2023.
Boardrooms seek digital experts.
The accelerating pace of technological change — including AI and machine learning — is driving heightened demand for digital expertise in the boardroom. Among HSI companies, the percentage of directors with technology and digital expertise increased from 14% in 2023 to 18% in 2025; on HSLI boards, the percentage increased from 16% to 19%. Looking through the industry lens, upward trends occurred most notably in industrial (14% to 25%), consumer (15% to 23%) and utilities (1% to 5%), reflecting those sectors’ growing recognition of technology’s impact on innovation and resilience.
Nominating and remuneration committee activities increased slightly.
HKEX requires all Hong Kong-listed companies to establish a nominating committee (led either by the board chair or an INED), reflecting its pivotal role in shaping board composition through succession planning and renewal. On average, nomination committees of HSI and HSLI boards met 2.1 and 2.3 times per year in 2025, respectively, an increase from 1.8 and 1.9 times in 2023.
The remuneration committee is also key to the company’s long-term value creation, as it advises the board on compensation matters for both directors and senior management and is key to attracting, retaining and motivating top talent. In 2025, remuneration committees were also slightly more active, with average meetings increasing from 2.3 to 2.5 for HSI boards and from 2.5 to 2.7 for HSLI boards.
Average INED compensation has risen significantly.
Over the past two years, average total compensation for INEDs has risen notably. For HSI companies, INED compensation increased 13% to US$112,000, and was up 17% among HSLI companies to US$116,000. The information technology sector offered the highest average compensation, thanks to a 33% increase in 2025 to US$228,000; next were financial services (US$130,000) and healthcare (US$126,000).
Board evaluations move forward.
In 2025, HKEX mandated that boards conduct performance evaluations at least every two years based on a “comply or explain” basis. Among HSLI companies, this drove a noticeable increase in board evaluations (both internally and externally facilitated), from 37% in 2023 to 45% in 2025, while HSI companies were steady at 42%. Despite this progress, only 1% of HSI companies and 2% of HSLI companies have reported engaging an external facilitator, which is generally recommended internationally at least once every three years.