国金证券：2025年A 股上市公司治理专题白皮书

Core Viewpoint - The "2025 A-share Listed Company Governance White Paper" by Guojin Securities outlines the core reforms and development trends in the governance of A-share listed companies, providing comprehensive guidance for optimizing corporate governance [1][3]. Group 1: Governance Structure Optimization - The implementation of the new Company Law is driving A-share listed companies from a "three meetings and one layer" structure to a "two meetings and one layer" structure, with the supervisory board set to exit by January 1, 2026, and its functions to be taken over by the audit committee [1][16]. - Over half of the listed companies have established employee directors, with many having 10%-20% of board seats occupied by them, and over 20% in some ChiNext companies, highlighting a new trend in governance reform [1][17][21]. Group 2: Strengthening Board Committee Effectiveness - The audit committee, now a mandatory institution, is taking on some functions of the supervisory board, but issues such as non-compliance in member composition and procedural flaws still exist [1][25][27]. - The nomination committee and the remuneration and assessment committee have a setting rate exceeding 90%, with the former required to conduct dynamic checks on the qualifications of directors and senior executives [1][25][35]. Group 3: Full Process Management of Directors and Senior Executives - New regulations require strict qualification reviews, standardized appointment procedures, and the establishment of a scientific assessment and incentive system for directors and senior executives, enhancing supervision and accountability [2][45]. - The remuneration system reform mandates that performance-based pay must account for at least 50% of total remuneration, with a significant concentration of executive pay in the range of 500,000 to 1,000,000 yuan [2][61]. Group 4: Cash Dividends as a Means of Enhancing Investor Returns - Cash dividends have become a crucial method for improving investor returns, with total dividends expected to grow continuously from 2020 to 2024, and over 94% of profitable companies projected to distribute dividends in 2024 [2].