In order to implement the "Opinions on the Reform of the Independent Director System of Listed Companies" (hereinafter referred to as the "Opinions") of the General Office of the State Council, the China Securities Regulatory Commission drafted and formed the "Measures for the Management of Independent Directors of Listed Companies (Draft for Comments)" (hereinafter referred to as the "Measures") . On April 14, the China Securities Regulatory Commission publicly solicited opinions from the public on the Measures.
The "Measures" formulated by the China Securities Regulatory Commission are the main vehicle for implementing the various reform tasks of the "Opinions". According to the "Opinions", the "Measures" clearly define the responsibilities of independent directors, optimize the way of performing duties, strengthen appointment management, improve the selection and appointment system, strengthen duty performance guarantees, strictly supervise and manage duty performance, improve the responsibility restraint mechanism, and improve the internal and external supervision system Focus on reform tasks in eight aspects, further refine the specific requirements for each link of the independent director system, build a scientific, reasonable and interconnected rule system, and give full play to the leading, normative and guaranteeing role of the rule of law.
The "Measures" consist of six chapters and 47 articles, including general provisions, qualifications and appointments and removals, responsibilities and performance methods, performance guarantees, supervision and management and legal responsibilities, supplementary provisions and other chapters.
In terms of qualifications and appointment and removal, in accordance with the requirements of the "Opinions" to "strengthen the management of independent directors' appointments" and "improve the selection and appointment system of independent directors", the "Measures" clarify the independence, office conditions, term of office and part-time employment of independent directors, from nomination, Optimize the independent director selection and appointment mechanism across the entire chain in terms of qualification review, election, ongoing management, dismissal and other aspects, and enhance the ability of independent directors to perform their duties independently.
In terms of responsibilities and performance methods, in accordance with the requirements of the "Opinions" to "clarify the positioning of independent directors' responsibilities" and "optimize the way independent directors perform their duties", the "Measures" clarify the responsibilities of independent directors to participate in the board of directors' decision-making, supervision and make suggestions. Focus supervision matters on potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers. Increase the means for independent directors to perform their duties, establish and improve special committees of the board of directors and special meeting mechanisms for independent directors, build a platform for independent directors to perform their duties, require independent directors to approve in advance matters in key areas, and move the supervision level forward.
In terms of duty performance guarantees, in accordance with the requirements of the "Opinions" to "strengthen the duty performance guarantees of independent directors", the "Measures" clarify that listed companies and relevant personnel should provide necessary conditions for independent directors to perform their duties in terms of personnel organization, right to know, funding, etc. It also clarifies the supervision and management of relevant entities that fail to cooperate and obstructs the performance of independent directors' duties, and strengthens the supervisory and binding force to ensure the performance of independent directors' duties.
In terms of supervision, management and legal liability, in accordance with the requirements of the "Opinions" to "strictly supervise and manage the performance of independent directors' duties" and "improve the responsibility restraint mechanism of independent directors", the "Measures" clarify that if relevant entities violate relevant regulations, the China Securities Regulatory Commission can take regulatory measures Or impose administrative penalties, and effectively strengthen supervision; in accordance with the principle of matching responsibilities and rights, take into account the director status and external identity characteristics of independent directors, and list in detail the factors to consider in determining the responsibility of independent directors and the circumstances in which punishment will not be imposed, reflecting the proportion of excessive punishment and Accurate accountability.
In addition, the "Measures" set a one-year transition period for the establishment of the board of directors and special committees of listed companies, the special meeting mechanism of independent directors, the independence of independent directors, office conditions, term of office and part-time status, etc., leaving necessary time for listed companies. adaptation time.
