Recently, with the approval of the Party Central Committee and the State Council, the General Office of the State Council issued the "Opinions on the Reform of the Independent Director System of Listed Companies" (hereinafter referred to as the "Opinions"). The "Opinions" include clarifying the responsibilities of independent directors, optimizing the way independent directors perform their duties, strengthening the management of independent directors' appointments, improving the selection and appointment system of independent directors, strengthening the guarantee of independent directors' performance, strictly supervising and managing the performance of independent directors, and improving the responsibility constraints of independent directors. Reform measures were put forward in eight aspects, including the establishment of a coordinated and efficient internal and external supervision system, which pointed out the direction and provided guidelines for further optimizing the independent director system of listed companies.
The China Securities Regulatory Commission stated on April 14 that it will resolutely implement the decisions and arrangements of the Party Central Committee and the State Council, regard the reform of the independent director system of listed companies as an important task in comprehensively deepening the reform of the capital market, and effectively implement the "Opinions". We should regard the study and publicity of the "Opinions" as an important current task, increase the intensity of policy propaganda, unify ideological understanding, and accurately grasp the spirit and policy requirements of the "Opinions". Improve the supply of the independent director system, promote the promulgation of regulations on the supervision and management of listed companies, formulate and publish the "Administrative Measures for Independent Directors of Listed Companies", improve supporting system rules, systematically standardize the specific requirements for each link of the independent director system, and increase supervision of the performance of independent directors' duties. management and promote independent directors to effectively play their roles. Efforts should be made to strengthen collaboration with relevant departments and parties, continuously optimize the policy environment and ecological system, enhance cognitive recognition, build consensus among all parties, create a good reform environment and a law-abiding market environment, and promote the sustained, healthy and stable development of the capital market. .
The relevant person in charge of the China Securities Regulatory Commission said in response to reporters' questions on April 14 that the independent director system of listed companies is an important part of the modern enterprise system with Chinese characteristics and an important part of the basic system of the capital market. As an important part of the governance structure of listed companies, the independent director system plays a positive role in promoting standardized company operations, protecting the legitimate rights and interests of small and medium-sized investors, and promoting the healthy and stable development of the capital market. However, as the reform of the capital market is comprehensively deepened, institutional problems such as unclear positioning of independent directors, unequal responsibilities and rights, insufficient supervision methods, and insufficient guarantees for performance of duties need to be solved urgently, which can no longer meet the inherent requirements of high-quality development of the capital market.
The relevant person in charge of the China Securities Regulatory Commission said that the issuance of the "Opinions" fully reflects the great importance attached by the Party Central Committee and the State Council to the establishment and improvement of a modern enterprise system with Chinese characteristics and a modern capital market with Chinese characteristics. It is an important step in the in-depth implementation of Xi Jinping's new era of socialism with Chinese characteristics. important manifestation. On the basis of affirming the background, role and significance of the independent director system, the "Opinions" address the outstanding problems existing in the independent director system and make institutional regulations on the status, role, selection, management and supervision of independent directors, so as to make independent directors more independent. Directors’ supervision matters are more focused, their functions are more optimized, their duties are more fully guaranteed, their responsibilities and rights are more matched, and their supervision is more powerful. This will help to give full play to the role of independent directors, vigorously improve the quality of listed companies, and accelerate the construction of a standardized, transparent, open, dynamic and effective company. Resilient capital markets play an extremely important role.
The relevant person in charge of the China Securities Regulatory Commission stated that the "Opinions" follow the principle of seeking truth from facts, comprehensively summarize and focus on the responsibilities of independent directors, and clarify that independent directors must perform their duties as directors and play a role in decision-making, supervision, checks and balances, and professionalism in the board of directors. The advisory role, among which the supervisory role is the core goal of the independent director system of listed companies. The "Opinions" focus on improving the ability of independent directors to independently perform their duties, and proposes to improve the conditions for independent directors, nomination and election, ongoing management and other aspects of the system. The "Opinions" increase the means for independent directors to perform their duties differently from other directors, promote the transformation of independent directors' personal performance of duties to the performance of duties relying on organizations, and further strengthen supervision. The "Opinions" require listed companies to provide necessary conditions for independent directors to perform their duties in terms of organization, personnel, resources, information, funding, etc.
