《上市公司治理准则》发布！董事高管等戴“紧箍”，薪酬将与业绩匹配

Core Points - The China Securities Regulatory Commission (CSRC) has officially finalized the revised Corporate Governance Code, which will take effect on January 1, 2026, focusing on enhancing the regulatory framework for directors and senior management, as well as standardizing the behavior of controlling shareholders and actual controllers [2] Group 1: Enhancements to Director and Senior Management Regulation - The revised code emphasizes a comprehensive regulatory system for directors and senior management, covering appointment, performance, and departure [3] - It specifies the qualifications for directors and the responsibilities of the nomination committee to prevent unqualified individuals from being appointed [3] - The code requires enhanced disclosure obligations for directors and senior management regarding conflicts of interest and competition with the company [4] - Companies must conduct thorough reviews of departing directors to ensure they fulfill their obligations and responsibilities [4] Group 2: Alignment of Compensation with Performance - A significant highlight of the revised code is the establishment of a compensation management system that aligns the remuneration of directors and senior management with the company's operational and individual performance [6] - Companies must disclose reasons if the average performance-based compensation for directors and senior management does not decrease when the company transitions from profit to loss or experiences a larger loss compared to the previous fiscal year [6] - Special compensation mechanisms may be applied for R&D companies that are in loss during their initial public offering, allowing for flexibility in performance linkage [6] Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revised code further regulates the behavior of controlling shareholders and actual controllers by limiting competitive activities that could adversely affect the company [8] - It mandates strict adherence to decision-making procedures and information disclosure obligations for related party transactions [9] - The code aims to protect the legitimate rights and interests of minority shareholders by preventing the misuse of control by major shareholders [10]