China'S Guidance On Issuing Independent Director System Of Listed Companies

The China Securities Regulatory Commission recently issued the guidance on establishing an independent director system in listed companies.

The full text is as follows: in order to further improve the corporate governance structure of listed companies and promote the standardized operation of listed companies, the following guiding opinions are put forward for the establishment of independent external directors of listed companies (hereinafter referred to as independent directors): 1. Listed companies should establish an independent director system.

(two) independent directors have good faith and diligence obligations to the listed companies and all shareholders.

Independent directors should conscientiously perform their duties and safeguard the overall interests of the company in accordance with relevant laws and regulations, the guiding opinions and requirements of the articles of association, especially the legitimate rights and interests of small and medium-sized shareholders.

Independent directors should perform their duties independently and are not affected by the major shareholders of listed companies, the actual controllers, or other units or individuals who are interested in the listed companies.

In principle, the independent directors serve as independent directors of 5 listed companies at most and ensure that they have sufficient time and energy to effectively perform their duties as independent directors.

(three) listed companies within the territory shall amend the articles of association in accordance with the requirements of this guidance, and appoint appropriate personnel to be independent directors, including at least one accounting professional (accounting professionals refer to those with senior titles or certified public accountants).

Before two, 00, two, June 30th, the board members should include at least 2 independent directors; at two 00 three years before June 30th, the board members of the listed companies should include at least 1/3 independent directors.

(four) when an independent director does not conform to the conditions of independence or other duties that are not suitable for fulfilling the duties of an independent director, the listed company shall make up the number of independent directors according to the regulations when the independent directors of listed companies fail to meet the number required by this guidance.

(five) independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized bodies in accordance with the requirements of the CSRC.

Two, an independent director shall have the conditions of office to meet his or her duties in order to serve as an independent director. He shall meet the following basic requirements: (1) according to laws, administrative regulations and other relevant provisions, he shall have the qualifications to be a director of the listed company; (two) have the independence required by the "guiding opinions"; (three) have the basic knowledge of the operation of the listed company, be familiar with relevant laws, administrative regulations, rules and rules; and (four) have the working experience of five years or more for legal, economic or other duties to fulfill the duties of an independent director;

　　三、獨立董事必須具有獨立性　　下列人員不得擔任獨立董事：　　(一)在上市公司或者其附屬企業任職的人員及其直系親屬、主要社會關系(直系親屬是指配偶、父母、子女等；主要社會關系是指兄弟姐妹、岳父母、兒媳女婿、兄弟姐妹的配偶、配偶的兄弟姐妹等)；　　(二)直接或間接持有上市公司已發行股份1%以上或者是上市公司前十名股東中的自然人股東及其直系親屬；　　(三)在直接或間接持有上市公司已發行股份5%以上的股東單位或者在上市公司前五名股東單位任職的人員及其直系親屬；　　(四)最近一年內曾經具有前三項所列舉情形的人員；　　(五)為上市公司或者其附屬企業提供財務、法律、咨詢等服務的人員；　　(六)公司章程規定的其他人員；　　(七)中國證監會認定的其他人員。

Four, the nomination, election and replacement of an independent director shall be carried out according to law and regulations. (1) the board of directors, the board of supervisors of a listed company, or shareholders who have more than 1% of the issued shares of a listed company alone or in combination may submit an independent director candidate and be elected by the general meeting of shareholders.

(two) the nominee of an independent director should obtain the consent of the nominee before nomination.

The nominee should fully understand the nominee's occupation, academic qualifications, professional title, detailed work experience and all part-time jobs. He also expresses his views on the qualifications and independence of his independent director. The nominee should make a public statement on the relationship between himself and the listed company, which does not affect any independent objective judgment.

The board of directors of a listed company shall publish the above contents in accordance with the regulations before the shareholders' meeting to elect an independent director.

Before the convening of the shareholders' meeting for the election of independent directors, the listed companies shall submit the relevant materials of all nominees to the securities exchange of the CSRC, the CSRC's dispatched offices and the company's shares listed on the stock exchange at the same time. Three.

If the board of directors of a listed company disagrees with the relevant circumstances of the nominee, it shall submit the written opinions of the board of directors at the same time.

The CSRC will examine the qualifications and independence of independent directors within 15 working days.

The nominee who disagrees with the CSRC may be a candidate for the company's director but not a candidate for an independent director.

When holding the general meeting of shareholders to elect an independent director, the board of directors of the listed company shall explain whether the independent director candidate is challenged by the CSRC.

For those who have acted as independent directors of listed companies before the promulgation of the "guiding opinions", the listed companies shall submit the above materials to the securities exchanges listed on the China Securities Regulatory Commission, the CSRC's dispatched offices and the company's shares for a month within the month of promulgation and implementation of this guiding opinion.

(four) the term of office of an independent director is the same as that of the other directors of the listed company. If the term of office is expired, it may be re elected, but the term of re-election shall not exceed six years.

(five) the independent directors have not attended the board meetings for 3 consecutive times, and the board of directors has requested the shareholders' meeting to replace them.

In addition to the above circumstances and the circumstances in which the director of the company is not required to be a director, the independent director shall not be dismissed for no reason before his term of office expires.

A listed company should be disclosed as a special disclosure item if it is removed from the office ahead of time. The independent director dismissed from the office considers that the reason for the company's removal is inappropriate. It can make an open statement.

(six) an independent director may submit his resignation before his term of office expires.

The resignation of an independent director shall submit a written resignation report to the board of directors, giving explanations to any case relating to his resignation or the company's shareholders and creditors who think it is necessary to pay attention.

If the resignation of the independent director causes the proportion of the independent directors of the board of directors to be lower than the minimum requirements set forth in the guidance, the resignation report of the independent director shall come into effect after the next independent director fills the vacancy.

Five, listed companies should give full play to the role of independent directors. (1) in order to give full play to the role of independent directors, independent directors should have the functions and powers entrusted to directors by the company law and other relevant laws and regulations. In addition, the listed companies should also give independent directors special powers: 1, major related pactions (refer to the total pactions of listed companies and related persons reached 3 million yuan or higher than the 5% of the recent audited net assets value of listed companies). The independent directors should be submitted to the board of directors for discussion.

2, proposed to the board of directors to employ or dismiss the accounting firm; 3, to the board of directors, to convene a provisional shareholders' meeting; 4 to propose a board of directors; 5 to independently employ external auditors and advisory bodies; and 6 to hold the right to vote before shareholders' meeting.

(two) the independent directors should exercise more than 1/2 of the independent directors' approval.

If the above proposal has not been adopted or the above functions and powers can not be exercised properly, the listed company shall disclose the relevant circumstances. (three)

(four) if the board of directors of a listed company has remuneration, audit, nominations and other committees, the independent directors shall have more than 1/2 of the members of the board.

The following opinions should be issued to the board of directors or shareholders' meetings: 1, nomination, appointment and removal of directors, 2, appointment or dismissal of senior management personnel, 3 of salary, 3 of directors, senior managers, 4 of shareholders, actual controllers and their associated companies, the total amount of existing or new listed companies being higher than 3 million yuan or more than the 5% of recent audited net assets value of listed companies, or whether the company takes effective measures to recover arrears. Six, independent directors should give independent opinions on major issues of listed companies.

(two) an independent director shall issue one of the following opinions on the above matters: consent, reservations and reasons, objections and reasons, and unable to express their views and obstacles.

(three) if the matter is a matter to be disclosed, the listed company shall announce the opinions of the independent directors. When the independent directors are unable to reach agreement on differences of opinion, the board of directors shall disclose the opinions of the independent directors separately.

Seven, in order to ensure the effective exercise of the authority of the independent director, the listed company shall provide the necessary conditions for the independent director. (1) the listed company shall ensure that the independent director enjoys the same right to know the other directors.

Where a matter is to be decided by the board of directors, the listed company must notify the independent director in advance of the statutory time and provide sufficient information at the same time.

When 2 or more than 2 independent directors consider that the information is not sufficient or the argument is not clear, they may jointly submit to the board of directors a written meeting or postponed consideration of the matter jointly, and the board of directors shall adopt it.

The information provided by a listed company to an independent director shall be kept for at least 5 years by the listed company and the independent director himself.

(two) listed companies should provide the necessary conditions for independent directors to perform their duties.

The Secretary of the board of directors of a listed company should actively assist the independent director in performing his duties, such as introducing the situation and providing materials.

If an independent director's independent opinions, proposals and written instructions are to be announced, the Secretary of the board of directors shall issue the notice to the stock exchange in time.

(three) when an independent director exercises his functions and powers, the relevant personnel of the listed company shall cooperate actively, refrain from refusing, obstructing or concealing, and shall not interfere with their independent exercise of their functions and powers.

(four) the expenses incurred by an independent director to engage an intermediary and other expenses for exercising his functions and powers shall be borne by the listed company.

(five) listed companies should give appropriate subsidies to independent directors.

The standard of allowances shall be formulated by the board of directors and approved by the shareholders' general meeting, and shall be disclosed in the annual report of the company.

In addition to the above allowances, independent directors shall not obtain additional and undisclosed interests from the listed company and its main shareholders or interested institutions and personnel.

Six) the listed company can establish the necessary independent director liability insurance system, in order to reduce the risk caused by the independent director's normal performance.