新《上市公司治理准则》发挥实效需多方协力

Core Viewpoint - The newly revised "Corporate Governance Guidelines" by the China Securities Regulatory Commission aim to enhance the governance level of listed companies by regulating the behavior of directors, senior executives, controlling shareholders, and actual controllers [1] Group 1: Key Revisions in the Guidelines - The guidelines specify the management of the entire process of appointment, performance, and departure of directors and senior executives, particularly clarifying the specific content of the duty of loyalty and diligence and the accountability mechanism [1] - The guidelines improve the incentive and restraint mechanisms for directors and senior executives, emphasizing the alignment of compensation with performance and controllable risks, and introducing market-oriented tools such as deferred payment and clawback provisions [1] - There are strict restrictions on the improper behaviors of controlling shareholders and actual controllers, especially concerning significant adverse impacts from competition and improper related-party transactions, along with enhanced disclosure requirements [1] Group 2: Implementation Strategies - Companies should revise their articles of association and internal rules to translate the principles of loyalty and diligence into specific behavioral norms, ensuring that decisions are made based on sufficient information [2] - The guidelines require companies to clarify the obligations and accountability of directors and senior executives after their departure, including special reviews led by the audit committee to investigate any breaches of duty during their tenure [2] - Companies should establish a diversified performance evaluation system that balances short-term and long-term, individual and team, financial and non-financial indicators, ensuring that performance-based compensation aligns with the guidelines [2] Group 3: Strengthening Independence and Control - Independent directors should effectively restrain the interference of controlling shareholders and actual controllers in normal decision-making processes, maintaining the independence of the company in various aspects [3] - The board of directors is responsible for identifying, reviewing, and supervising related-party transactions, ensuring that the commercial substance, pricing fairness, and procedural compliance are adequately addressed [3] - Companies should establish robust internal control and risk management systems, particularly in critical areas such as fund management and guarantee approvals, to prevent fund occupation and illegal guarantees [3] Group 4: Collaborative Governance Efforts - Regulatory bodies and exchanges should closely monitor the implementation of the guidelines through special inspections and inquiries, applying strict penalties for actions that severely harm the interests of listed companies and investors [3] - Intermediary institutions should diligently focus on corporate governance when providing services, addressing any identified governance deficiencies and risks [3] - Institutional and retail investors should actively exercise their shareholder rights to create external checks and balances, fostering a collaborative effort for effective governance [3]