联储证券总裁助理尹中余：董事勤勉尽责是卓越董事会的灵魂

Core Viewpoint - The essence of the role of directors is to act in the overall interest of the company, rather than merely representing the interests of shareholders, which is often misunderstood in the current corporate governance system in China [1][2]. Group 1: Responsibilities of Directors - Directors are responsible for ensuring the quality of major investment or acquisition decisions, which is currently compromised due to reliance on materials provided by secretaries or intermediaries without thorough verification [1][2]. - The supervisory function of directors over the "top leader" is ineffective, as many directors are closely associated with the controlling shareholders, leading to reluctance in exercising dissenting opinions [2]. - The issue of companies raising funds and then leaving them idle persists, which could be mitigated if directors fulfilled their diligence obligations [2]. Group 2: Suggestions for Improvement - Strengthening theoretical consensus in academia regarding the responsibilities of directors is essential to clarify the boundaries between director duties and regulatory oversight [3]. - Regulatory bodies should increase penalties for directors who fail to fulfill their diligence obligations, as current penalties are primarily focused on financial fraud and not on negligence of duties [3]. - A judicial system that supports regulatory enforcement is necessary, where directors could face collective lawsuits for failing to protect shareholder interests, particularly in critical scenarios like mergers and acquisitions [3]. Group 3: Role of Media - Continuous media attention is crucial in promoting the concept of directors' diligence and accountability, as well as investigating the underlying reasons for governance issues in listed companies [4]. Group 4: Broader Implications - The implementation of directors' diligence obligations could serve as a breakthrough for governance reform in state-owned enterprises, allowing for effective governance even under state control [5]. - The example of global Fortune 500 companies, where dispersed ownership leads to effective governance through diligent boards, provides a reference for reforming the governance of state-owned enterprises in China [5].