新修《上市公司治理准则》2026年施行 四大核心要点聚力攻坚提升上市公司水平

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Code, which will take effect on January 1, 2026, focusing on enhancing the supervision of key individuals in listed companies and improving governance mechanisms [1][2]. Summary by Relevant Sections Governance Regulation Optimization - The revised Corporate Governance Code aims to strengthen the responsibilities of key individuals, including directors and senior management, to prevent abuse of control by major shareholders and actual controllers [2][3]. - The update is a comprehensive upgrade of existing rules, emphasizing a full-chain management system for directors and senior management, and enhancing the regulation of major shareholders and actual controllers [2][3]. Incentive and Restraint Mechanisms - A significant highlight of the revised code is the establishment of a salary management system that aligns the compensation of directors and senior management with company performance [3]. - Companies must disclose reasons if the average performance-based salary of 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 [3]. Regulation of Major Shareholders and Actual Controllers - The revised code imposes strict limitations on potential major adverse impacts from competing businesses and enhances disclosure requirements for non-major adverse impacts [3][4]. - It also strengthens the regulation of related party transactions, requiring companies to adhere to decision-making procedures and information disclosure obligations [4]. Improvement of Director and Senior Management Supervision - The revised code establishes a closed-loop supervision system for directors and senior management, detailing responsibilities during appointment, performance, and departure [5][6]. - It mandates that companies disclose detailed information about director candidates before shareholder meetings and requires candidates to commit to the accuracy of their disclosed information [6]. Accountability After Departure - Companies are required to arrange for accountability and recovery of responsibilities for directors and senior management after their departure, ensuring that obligations are fulfilled even after leaving [7].