《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 Viewpoint - The revised Corporate Governance Code aims to enhance the regulatory framework for directors and senior management, ensuring their responsibilities align with company performance and promoting transparency and accountability in corporate governance [2][6]. Group 1: Improvement of Director and Senior Management Regulation - The first major focus of the revised Code is to enhance the regulatory framework for directors and senior management, covering aspects of appointment, performance, and departure [3]. - The Code specifies the qualifications for directors and the responsibilities of the nomination committee, preventing unqualified individuals from holding positions [3]. - It emphasizes the duty of loyalty and diligence for directors and senior management, requiring disclosure of conflicts of interest and ensuring informed decision-making [3][4]. Group 2: Management of Departures - The Code strengthens the management of departures, mandating companies to arrange for accountability and recovery of responsibilities for departing directors and senior management [4]. - Directors must complete handover procedures upon leaving, and their responsibilities do not cease with their departure [4]. - Companies must scrutinize any unfulfilled obligations or potential legal violations by departing directors [4]. Group 3: 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 company and individual performance [6]. - Companies are required to disclose reasons if average performance-based compensation does not decrease when the company transitions from profit to loss [6][7]. - Special compensation mechanisms may be applied for R&D companies or top-tier talent, decoupling their pay from immediate performance metrics [6]. Group 4: Regulation of Controlling Shareholders and Actual Controllers - The revised Code further regulates the behavior of controlling shareholders and actual controllers, limiting competitive practices that could harm the company [8]. - It mandates strict adherence to decision-making procedures and disclosure obligations for related-party transactions [9]. - The Code aims to protect minority shareholders by preventing the misuse of control rights and ensuring fair trading practices [10].