The "Rules for Independent Directors of Listed Companies" is promulgated and implemented—
Let independent directors "really alone and really understand" (Rui Finance)
In corporate governance, independent directors play an important role.
A few days ago, the China Securities Regulatory Commission officially issued and implemented the "Rules for Independent Directors of Listed Companies" (hereinafter referred to as the "Rules"), which provides an institutional basis for giving full play to the role of independent directors in the governance of listed companies and promoting independent directors of listed companies to perform their duties with due diligence.
Analysts pointed out that the announcement and implementation of the "Rules" will help strengthen the role of independent directors in listed companies, help protect the legitimate rights and interests of investors, and help China's capital market better serve the real economy.
Tighten the "system fence" of corporate governance
Independent directors refer to directors who are independent of the company's shareholders and do not hold management positions within the company.
In the modern corporate governance system, independent directors have the obligation of integrity and diligence to the listed company and all shareholders, safeguard the overall interests of the company, and especially actively protect the legitimate rights and interests of small and medium shareholders from damage.
It is understood that the "Rules" further clarified the relevant regulatory arrangements and tightened the "institutional fence".
In terms of the independence of independent directors, the Rules specify that in principle, independent directors can concurrently serve as independent directors in at most five listed companies, and ensure that they have sufficient time and energy to effectively perform their duties as independent directors.
At the same time, it is emphasized that the performance of independent directors "is not affected by the main shareholders, actual controllers of listed companies or other units or individuals who have an interest in the listed company".
In terms of the qualifications of independent directors, the "Rules" will "have the basic knowledge of the operation of listed companies, be familiar with relevant laws, administrative regulations, rules and rules" and "have more than five years of legal, economic or other work necessary to perform the duties of independent directors" Experience” etc. are listed as the basic conditions for serving as independent directors.
In terms of election and replacement procedures, the "Rules" state that "the term of re-election shall not exceed six years", "if an independent director fails to attend the board meeting in person for three consecutive times, the board of directors shall request the shareholders' meeting for replacement" and "an independent director may resign before the term of office expires" and other normative measures.
"Let some independent directors realize the transformation from 'not only do not understand' to 'both independent and understand' and 'really independent and really understand', not only needs the guidance and constraints of the regulatory system, but also needs to create a social environment that is conducive to independent directors' performance of their duties Conscientious and favorable atmosphere. The announcement and implementation of the "Rules" is undoubtedly of great positive significance." Wu Wenfeng, a professor at Shanghai Jiaotong University's Antai School of Economics and Management, told this reporter.
Improve enterprise management level
In terms of how to promote the effective performance of duties by independent directors, the Rules further clarify the boundaries of powers and responsibilities.
For example, independent directors should attend board meetings on time, learn about the production, operation and operation of listed companies, and proactively investigate and obtain information and information needed to make decisions; major related transactions should be approved by independent directors in advance; independent directors should , to issue independent opinions to the board of directors or the general meeting of shareholders on matters such as appointment and dismissal of directors, appointment or dismissal of senior management personnel, and remuneration of directors and senior management personnel.
At the same time, the Rules also make clear requirements to ensure independent directors perform their duties: in order to ensure that independent directors can effectively exercise their functions and powers, listed companies shall provide necessary working conditions for independent directors to perform their duties; independent directors’ independent opinions, proposals and written If it is stated that it should be announced, the listed company shall assist in the announcement in a timely manner; the information provided by the listed company to the independent directors shall be kept by the listed company and the independent directors for at least five years; when the independent directors exercise their functions and powers, the relevant personnel of the listed company shall actively cooperate, and shall not Refuse, obstruct or conceal, and shall not interfere with their independent exercise of powers.
In addition, the "Rules" also propose that listed companies may establish necessary liability insurance systems for independent directors to reduce the risks that may arise from the normal performance of duties by independent directors.
The China Securities Regulatory Commission pointed out in the drafting instructions of the "Rules" that the original regulations were issued earlier and were policy guidance documents. Quantity, resolve rule contradictions.
Shaping a benign ecology of the capital market
Not long ago, the independent director talent pool of insurance institutions developed and constructed by the China Insurance Industry Association was officially launched, which has become the latest step forward in the construction of the independent director system.
"Independent directors are a key link in the construction of the board system, and their importance in listed companies has been further affirmed, which will help improve the governance capacity and decision-making level of my country's listed companies, and then play a leading role to form a virtuous circle." Wu Wenfeng said .
Wang Jianjun, vice chairman of the China Securities Regulatory Commission, said that the establishment of independent directors by listed companies is a governance requirement stipulated in the Company Law, and the independent director system of listed companies should be viewed comprehensively and objectively.
"Since the "Guiding Opinions on Establishing an Independent Director System in Listed Companies" issued by the China Securities Regulatory Commission in 2001, independent directors have become an important part of listed companies in improving their governance structure, promoting standardized operations, and protecting the rights and interests of small and medium investors. Directors can perform their duties with due diligence, play an important role in improving the efficiency of corporate governance, and have become a prominent symbol of the governance of listed companies that is different from non-listed companies." Wang Jianjun said.
Wang Jianjun emphasized that the CSRC attaches great importance to the opinions and suggestions of various parties in the market to improve the independent director system, and has organized a special force to conduct research. It will fully listen to the opinions of all parties, actively communicate with relevant departments, promote the improvement of the system, and further clarify the rights and responsibilities of independent directors. Boundaries, strengthen performance guarantees, improve responsibility mechanisms, support and urge independent directors to earnestly perform their duties of integrity and diligence, and strive to form an institutional environment and a sound ecosystem in which all parties are responsible and market constraints are effective.