Chapter 9

Due Diligence Guidelines –

Interviews of Major Business Stakeholders

8. Records of Interviews

8.1 Standard

Where a sponsor interviews major business stakeholders (e.g. customers, suppliers, creditors and bankers), the sponsor should adopt effective and adequate measures to ensure that the records of the interviews are reasonably accurate, complete and reliable in all material respects. [Paragraph 17.6(f) of the Code of Conduct]

8.2 Guidance

8.2.1 The requirement that interview records should be reasonably accurate, complete and reliable in all material respects means that the records should not include any statement which would render them misleading in a material respect as records of the relevant interviews, or omit any material fact the omission of which would render the records misleading in a material respect as records of the relevant interviews; it does not mean, however, that minutes of interviews are expected to provide effectively verbatim records of discussions.

8.3 Recommended Steps

8.3.1 Minutes of interviews should be prepared (or approved, if the initial draft is prepared by someone other than the sponsor) by one of the sponsor’s staff present at the relevant interview.

8.3.2 The sponsor is required to keep:

(a) written records of:

(i) the criteria for selection of interviewees (see paragraph 2.3.3);

(ii) the justification for any removal from the sponsor’s list of interviewees referred to at paragraph 2.3.4(a);

(iii) issues followed up after interviews and the information provided by the listing applicant or interviewees in response and/or how particular issues were resolved; and

(iv) how material inconsistencies between information provided by business stakeholders and other information obtained by the sponsor were explained or resolved or if a material change in the due diligence work plan is needed;

(b) completed interview questionnaires (if any) and written records of any follow-up;

(c) records of confirmations of the identities of persons interviewed (see paragraph 5.2.2); and

(d) minutes of interviews (other than those conducted only by written replies to an interview questionnaire).

8.3.3 The sponsor does not need to obtain a copy of the minutes of an interview signed by the interviewee.

8.3.4 For general guidance on record retention, please see Chapter 25 “Sponsor Due Diligence Guidelines – Record Keeping”.