Chapter 25

Due Diligence Guidelines –

Record Keeping

6. Documenting the Consideration of Key Issues arising from Due Diligence and the Elevation of Critical Matters to Key Senior Management

6.1 Standards

In respect of each listing assignment, a sponsor should keep records, including relevant supporting documents and correspondence, within its control relating to: … all significant matters arising in the course of the listing process, including internal discussions and actions taken, regardless of whether or not the relevant matters are disclosed in the final listing document; [Paragraph 17.10(c)(v) of the Code of Conduct]

6.2 Guidance

For each listing assignment, in respect of significant matters and material issues that generated significant debate and discussion (either internally within the sponsor, or between the sponsor and management of the listing applicant or between the sponsor and other professional parties involved in the engagement), a note should be prepared:

• setting out a description of the issue;

• recording the assessment or decision as to how the issue should be resolved, whether by way of additional due diligence, additional disclosure or otherwise, and the reasons and bases for reaching such assessment or decision; and

• annexing a copy set of any documents (including reports or opinions from professional parties) relevant to the issue.

6.3 Recommended Steps

Please see paragraph 3.3.4 above.

6.4 Standards

In respect of each listing assignment, a sponsor should keep records, including relevant supporting documents and correspondence, within its control relating to: … the involvement of Management in considering critical matters as referred to in paragraph 17.11(d) [of the Code of Conduct]; [Paragraph 17.10(c)(vi) of the Code of Conduct]

6.5 Guidance

In respect of each occasion on which a critical matter is elevated for consideration by Management or a committee designated by Management in accordance with Paragraph 17.11(d) of the Code of Conduct (a “Designated Committee”), a note should be prepared:

(a) setting out a description of the issue;

(b) recording whom in Management considered the question and the forum at which such issue was considered (for example, whether it is at a meeting of the Management with the Principals, or internal committee meeting), or whether the question was considered by a Designated Committee and the forum at which it considered the issue;

(c) recording the assessment or guidance of Management or its Designated Committee as to how to address or resolve the matter;

(d) recording any follow-up action, together with a brief explanation as to why the follow-up action was considered appropriate and sufficient; and

(e) annexing a copy set of any key documents relevant to the issue.