证监会出手！上市公司财务造假，应追回高管超额薪酬

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has officially released the "Corporate Governance Guidelines for Listed Companies," which will take effect on January 1, 2026, aiming to enhance the governance structure and accountability of listed companies [1]. Summary by Sections Compensation Mechanism - The guidelines improve the payment mechanisms for directors and senior management, including the recovery of excessive performance compensation in cases of financial misreporting [2]. - It mandates that performance-based compensation for directors and senior management should constitute at least 50% of their total compensation [2][4]. - The guidelines aim to align the interests of the company with those of its directors and senior management, preventing short-term behavior and ensuring long-term stability [2]. Accountability for Misconduct - If directors or senior management cause losses to the company through misconduct, the company is required to reduce or stop their performance compensation and recover previously paid amounts [4]. - This addresses previous issues where companies continued to pay high salaries despite financial losses or misconduct, effectively closing loopholes [4]. Performance Linkage - Companies that transition from profit to loss or experience increased losses must disclose reasons if the average performance compensation for directors and senior management does not decrease accordingly [4][5]. - The guidelines emphasize that compensation should be aligned with market development, company performance, and sustainable growth [4]. Legal Framework - The Supreme People's Court has also taken action regarding executive compensation following financial misconduct, proposing a new interpretation that allows companies to request the return of excessive compensation linked to false financial reporting [7][8]. - This new provision aims to enhance transparency in executive compensation regulation and protect the interests of companies and investors [8].