【金融街发布】中国证监会拟修订《上市公司治理准则》 进一步强化“关键少数”责任

Core Viewpoint - The China Securities Regulatory Commission (CSRC) is proposing revisions to the Corporate Governance Code to enhance the governance level of listed companies and regulate the behavior of directors, senior management, controlling shareholders, and actual controllers [1][2]. Group 1: Revisions to the Corporate Governance Code - The revisions focus on four main areas: improving the management system for the appointment, performance, and departure of directors and senior management [2]. - The qualifications for directors and senior management will be clarified, and the responsibilities of the nomination committee will be defined to prevent unqualified individuals from holding positions [2]. - The obligations of directors and senior management regarding loyalty and diligence will be detailed, with enhanced disclosure requirements for conflicts of interest and decision-making processes [2]. - The management of departures of directors and senior management will be strengthened, including accountability measures for post-departure responsibilities [2]. Group 2: Incentive and Restraint Mechanisms - Listed companies will be required to establish a remuneration management system that aligns the compensation structure and levels of directors and senior management with company performance [2]. - The remuneration of directors and senior management must be linked to both company and individual performance to encourage value creation [2]. - Mechanisms for the recovery of remuneration and deferred payment systems will be improved to enhance accountability [2]. Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revisions will impose strict limitations on competitive behaviors that could adversely affect listed companies, with increased transparency requirements for non-material competitive activities [2]. - The requirements for the board of directors regarding the identification and review of related party transactions will be further refined [2]. Group 4: Integration with Existing Regulations - The revisions will ensure alignment with the Securities Law regarding the public solicitation of shareholder rights [3]. - Responsibilities of the nomination committee and remuneration assessment committee will be updated according to the Independent Director Management Measures [3]. - Improvements will be made to voluntary information disclosure and the publication of sustainability reports in accordance with the Information Disclosure Management Measures [3].