上市公司治理准则修订 董事高管戴“紧箍”

Core Viewpoint - The newly revised "Corporate Governance Guidelines" by the China Securities Regulatory Commission aims to enhance the regulatory framework for directors and senior management, effective from January 1, 2026, focusing on aligning compensation with company performance and individual contributions [1][5]. Group 1: Improvement of Director and Senior Management Regulation - The first major focus of the revised guidelines is to enhance the regulatory framework for directors and senior management, covering aspects of appointment, performance, and departure [2][3]. - The guidelines require detailed disclosure of director candidates' information before shareholder meetings, ensuring transparency and informed decision-making by shareholders [2]. - Directors are mandated to report any conflicts of interest and must provide justifications for decisions that may benefit themselves or others, thereby preventing conflicts between personal and company interests [2][3]. Group 2: Management of Departures - The guidelines stipulate that departing directors must complete all work handover procedures and remain accountable for responsibilities incurred during their tenure [3]. - Companies are required to conduct reviews of departing directors for any unfulfilled obligations or potential legal violations [3]. - The appointment of senior management must adhere strictly to legal regulations and company bylaws, preventing interference from controlling shareholders [3]. Group 3: Alignment of Compensation with Performance - A significant highlight of the revised guidelines is the establishment of a compensation management system that aligns the remuneration of directors and senior management with company and individual performance [5][7]. - If a company transitions from profit to loss or experiences a larger loss compared to the previous fiscal year, the average performance-based compensation for directors and senior management must be adjusted accordingly, with reasons for any discrepancies required to be disclosed [6]. - Special compensation mechanisms may be applied for R&D companies that are initially unprofitable or for top-tier talent, allowing for flexibility in performance linkage [6]. Group 4: Long-term Impact on Corporate Governance - The guidelines are expected to create a closed-loop regulatory system that enhances decision-making transparency and encourages long-term strategic planning among management [4][7]. - By binding compensation to performance, the guidelines aim to correct past imbalances and foster a culture of shared risk and reward, ultimately attracting long-term investment and enhancing market stability [7].