Core Insights - The independent director system for listed companies in China is undergoing a significant transformation, with the introduction of the "Management Measures for Independent Directors of Listed Companies" in August 2023, which allows investor protection agencies to publicly solicit shareholder rights and nominate independent directors [1][2] Group 1: Key Developments - The new regulations aim to enhance the representation of minority shareholders, particularly those who have been historically silent [1] - The China Securities Investor Services Center has successfully implemented this system in five cases over a year and a half, covering various ownership structures and regions [1][4] - The evolution of the nomination process has shown a clear trend towards "joint action" and an expansion of the backgrounds of independent directors from industry experience to accounting expertise [2][4] Group 2: Challenges and Responses - Despite a high approval rate of over 99% for the shareholder meetings regarding the nominated independent directors, the actual participation of investors in the solicitation process remains limited, highlighting the ongoing issue of minority shareholders' "free-riding" mentality [2][10] - The operational challenges faced by the China Securities Investor Services Center include the difficulty in uniting shareholders who hold more than 1% of shares to exercise their voting rights [9][10] - Recommendations have been made to improve investor participation through education and the establishment of efficient online authorization systems [10] Group 3: Governance Implications - The involvement of the China Securities Investor Services Center in nominating independent directors represents a shift from external oversight to internal participation in corporate governance [7][8] - The selection of independent directors has focused on their professional qualifications and experience, which is expected to enhance the effectiveness of corporate governance [5][8] - The successful nomination of independent directors is seen as a step towards empowering minority shareholders and improving the balance of power within corporate boards [7][8]
从“持有象征”到“行使实权” 独董公开提名渐入“投服时刻”