值得注意的是，上述被上交所警示的2家公司，因涉及在募集资金使用、内控运作或者信息披露等方面 存在问题，还被地方证监局采取出具警示函的监管措施，体现出交易所与证监局协同监管的穿透力。以 正帆科技为例，上交所针对独立董事履职时间不足、募集资金专户日常管理不严、内控运作不规范等治 理细节问题追责，地方证监局则针对总经理会议运作、投资管理等核心违规问题同步警示，形成细节纠 偏与核心问责的监管合力。这既压实了上市公司的主体责任，也向市场明确传递了15天现场履职是刚性 要求的严肃信号。 自2023年独立董事制度改革以来，我国持续完善独立董事履职长效机制，独立董事履职主动性、专业性 与独立性持续提升。此次交易所接连出手，不仅是对相关违规行为的及时纠偏，还将履职时间等可衡 量、可核查的要求纳入监管视野，引导独立董事真正"动起来""深下去"，成为公司治理的参与者，推动 独立董事制度改革走向纵深。 2026年，提高上市公司治理水平成为资本市场的一项重点工作。证监会2026年系统工作会议提出，"促 进上市公司价值成长和治理提升""全面落地新修订的上市公司治理准则"。笔者认为，提高独立董事履 职质量以及上市公司治理水平，需要独立董事 ...

1月22日，山东辖区北交所上市公司数字人、齐鲁华信发布公告，披露公司独立董事出于履职尽责考 虑，已向董事会发送《提示函》，要求公司高度重视2025年度财务审计及年报编制工作，确保及时向其 提供全部审议资料。据了解，这是今年北交所上市公司独立董事首次就年报事项主动发声。这背后，是 山东证监局持续推动独立董事履职尽责、深化制度改革的生动实践。 近年来，山东证监局以贯彻落实新《公司法》和独立董事制度改革为契机，系统施策推动独立董事"敢 履职、能履职、履好职"。一是筑牢履职保障，推动"敢履职"。开展联合约谈，推动独立董事"敢于说 不"、善于监督，对公司违规行为形成有效制衡。同步对重点公司开展"靶向式"现场检查与专项督导， 着力破除影响独立董事履职的体制机制障碍。二是提升专业素养，助力"能履职"。建立常态化沟通机 制，通过专项培训、政策解读、一对一辅导等多种方式，持续提升独立董事专业素养、合规意识与勤勉 程度，引导深度参与公司治理与规范运作。三是聚焦重点领域，引导"履好职"。引导独立董事监督关口 前移，针对公司重大事项主动介入、深度监督，通过发送督促函、开展现场调研、召开专门会议等方 式，提前识别并防范相关风险，切实发 ...

Core Insights - The independent director evaluation system in China has shown initial positive results, with 32.9% of independent directors rated as A-class and 66.7% as B-class, indicating overall compliance and effectiveness in governance [1] - The evaluation aims to enhance the quality of independent directors' performance, promote a competitive market environment, and improve corporate governance standards [2] Group 1: Independent Director Evaluation - The evaluation system covers three dimensions: professional ethics, compliance of performance behavior, and effectiveness of performance, with a total score of 100 points [2] - The evaluation results reflect the improvement in the proactive, professional, and independent nature of independent directors since the reform began in 2023 [1][2] Group 2: Regulatory Framework and Guidelines - The State Council initiated the reform of the independent director system in April 2023, followed by detailed management guidelines from the CSRC in August 2023 [2] - The China Listed Companies Association has issued various guidelines to strengthen the ethical and operational framework for independent directors [2] Group 3: Performance and Challenges - Some independent directors received low scores due to standardized and superficial reporting, highlighting the need for more substantive and quality content in their reports [3] - The evaluation process emphasizes the importance of quality over mere quantitative metrics in assessing independent directors' performance [3] Group 4: Voting Behavior and Market Perception - Independent directors have increasingly expressed dissent through voting against company proposals, particularly in areas with high information asymmetry, such as related transactions and financial reporting [4][5] - The presence of dissenting votes is seen as a sign of active governance rather than an indication of severe issues within the company [5] Group 5: Future Directions and Improvements - The independent director's role is evolving towards a more proactive and diverse approach, including the ability to initiate investigations and call for meetings when necessary [7][8] - Future improvements in independent director effectiveness may focus on preemptive governance, risk management, and enhanced communication with minority shareholders [8]

Group 1 - The core viewpoint is that many listed companies are abolishing their supervisory boards in response to the new Company Law effective from July 1, 2024, which allows for the establishment of an audit committee within the board of directors to assume the supervisory board's functions [1] - Major state-owned banks and leading securities firms have already announced the cancellation of their supervisory boards, indicating a trend among listed companies to follow suit before the deadline of January 1, 2026, for amending their articles of association [1] - The transition to audit committees is being facilitated by the China Securities Regulatory Commission, which has provided a timeline for companies to adapt to the new regulations [1] Group 2 - The necessity of independent directors is being questioned in light of the abolishment of supervisory boards, as their effectiveness has been undermined by various factors, including lack of engagement and independence [2] - Independent directors are often seen as ineffective "window dressing," failing to protect minority investors or their own interests, raising concerns about their continued relevance [2] - The article suggests that if independent directors remain passive, their role may no longer be justified, especially as companies move away from supervisory boards [2] Group 3 - The importance of independent directors is emphasized, particularly in the context of the transition to audit committees, highlighting the need for reform to ensure they fulfill their responsibilities effectively [3] - Recommendations for reform include implementing a professional independent director system, requiring them to spend more time at the company, and limiting their concurrent positions to enhance their engagement [3] - The article proposes that independent directors should be nominated by professional organizations and that there should be age restrictions to ensure the effectiveness of the role [3]

Core Viewpoint - The China Securities Investor Services Center has nominated independent director candidates for Shangfeng Cement, marking the second public nomination of independent directors in A-shares, aimed at enhancing the participation of small and medium investors in corporate governance [1][2]. Group 1 - The nomination of independent directors by the China Securities Investor Services Center broadens the sources of nominations and protects the legal rights of small and medium investors [1][2]. - This initiative follows the State Council's April 2023 issuance of guidelines to improve the independent director nomination system, encouraging investor protection institutions to publicly solicit shareholder rights [1]. - The China Securities Investor Services Center's actions represent a shift from "recommendations by a few" to "participation by market entities" in the nomination process [1]. Group 2 - The public nomination enhances the transparency and fairness of independent director elections, effectively safeguarding the rights of small investors in corporate governance [2]. - Shangfeng Cement has announced a shareholder meeting to review the independent director nomination proposal, urging investors to participate in the public solicitation of voting rights [2]. - Investors can find specific participation methods in the solicitation announcement and can express support by voting in favor if they miss the public solicitation [2].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the "Guidelines for the Work of Audit Committees" to enhance the operational effectiveness of audit committees in listed companies, ensuring compliance with legal and regulatory requirements [1][2]. Group 1: Guidelines Overview - The "Guidelines" consist of four chapters and twenty-eight articles, detailing statutory responsibilities and providing supplementary recommendations to improve operational effectiveness [1]. - The guidelines clarify the establishment and composition of audit committees, including member tenure and qualifications, emphasizing the need for continuous training and capacity building [1][2]. - The guidelines outline the disclosure requirements for annual performance and the types of meetings, including procedures for convening, presiding, and voting, as well as record-keeping requirements [1]. Group 2: Responsibilities and Functions - The guidelines delineate the responsibilities of audit committees, including the review of financial information and internal controls, and provide methods for effective oversight based on best practices [1][2]. - The guidelines aim to align the operations of audit committees with the latest statutory requirements, thereby enhancing the quality and effectiveness of their functions [2]. Group 3: Implementation and Future Steps - The China Securities Association plans to promote understanding of the guidelines through training and outreach, ensuring that audit committee members grasp the key requirements [3]. - The guidelines will serve as a basis for evaluating the performance of independent directors and corporate governance, with measures in place for companies that do not meet legal standards [3].

Core Viewpoint - The successful nomination of independent director Du Jian by the China Securities Investor Services Center marks a significant step in the reform of the independent director system in China, following the first case with First Pharmaceutical in June 2024, indicating a trend towards improved corporate governance in listed companies [1][4]. Group 1: Nomination Process - The nomination of Du Jian was conducted in collaboration with institutional investors, adhering to market-oriented and legal principles, and received support from 8 shareholders, representing approximately 1.2288% of the total voting rights of Shangfeng Cement [2]. - The voting results showed that the shares in favor of the nomination exceeded the required threshold, indicating that the center could potentially nominate candidates independently in the future [2][3]. Group 2: Impact on Corporate Governance - The initiative by the China Securities Investor Services Center to publicly nominate independent directors has garnered widespread attention and is seen as a positive exploration for enhancing internal governance of listed companies [4]. - The involvement of the center allows for a more rigorous selection of independent directors based on their past performance and ability to protect minority shareholders' rights, thereby improving the overall governance of listed companies [4][5]. - The successful implementation of this nomination process is expected to encourage more investors to exercise their shareholder rights, thereby enhancing the supervisory and balancing forces within corporate governance structures [5].

Core Viewpoint - The article highlights the ongoing efforts by the China Securities Regulatory Commission (CSRC) to enhance investor protection through stricter regulations and innovative measures aimed at addressing capital market irregularities and safeguarding investor rights [1][2][3]. Regulatory Actions - In 2024, the CSRC investigated 739 cases of securities and futures violations, resulting in 592 penalties, a 10% increase year-on-year. The number of responsible parties penalized rose by 24% to 1,327, and 118 individuals were banned from the market, up 15% [1]. - The CSRC has implemented measures to address the long-standing issue of major shareholders misappropriating company funds, with companies facing delisting risks if they fail to return misappropriated funds in a timely manner [1][5]. Investor Protection Initiatives - The introduction of the special representative litigation system has been expanded, with successful applications in the Jin Tong Ling and Mei Shang Ecology cases in 2024, aimed at efficiently resolving collective disputes [6]. - The Investor Protection Center (IPC) has publicly nominated independent directors for listed companies, with the first successful case being First Pharmaceutical, where 99.99% of voting shares supported the nomination [3][4]. Legal Developments - The IPC's lawsuit against Tai'an Tui for the recovery of misappropriated funds resulted in a full recovery of 572 million yuan through a judicial mediation process, marking a significant achievement in shareholder litigation [4][5]. - The IPC's efforts led to the successful recovery of 5.34 billion yuan in misappropriated funds from *ST Xintong, which faced delisting risks due to non-compliance with fund recovery mandates [5]. Anti-Fraud Measures - A new anti-fraud mechanism has been established in collaboration with local police to combat investment-related scams, resulting in the prevention of 732 fraud cases and the recovery of 19.265 million yuan [7][8].

近年来，独立董事履职风险持续升级。2024年证监会开出多张 "天价罚单"，全年共有 91名 独董因未 勤勉尽责被追责！在监管高压下，独董违规被罚的案例屡见不鲜。 以天瑞仪器案为例， 公司 独董 张某在知悉 内幕信息 后，通过他人账户买入"天瑞仪器"股票金 额达570多万元，遭安徽证监局 罚款250万 元 ；同时作为天瑞仪器的审计委员会主任，为公司 2021年 财务报告虚减营收6.14亿元、利润252万元 ，被证监会警告并 罚款60万元 。 制度解析： 介绍中外证券市场独立董事制度的诞生、发展演变及其改革 实务分析 ：重点解析中国上市公司独立董事制度的具体规定与实践 案例研究： 基于受到独立董事纪律处分、行政处罚、司法裁判的案例，归纳独立董事履职的关 键点和风险，提升履职能力 主主主主主主主主讲讲讲讲讲讲讲讲嘉嘉嘉嘉嘉嘉嘉嘉宾宾宾宾宾宾宾宾：：：：：：：：刘刘刘刘刘刘刘刘运运运运运运运运宏宏宏宏宏宏宏宏 华东政法大学博士研究生导师 中国上市公司协会并购融资委员会副主任 中国上市公司协会独立董事专业委员会委员 刘运宏，中国人民大学民商法学博士，北京大学应用经济学博士后，上海证券交易所经济法学博士 后，研究员。曾在 ...

Core Viewpoint - The announcement by Shangfeng Cement regarding the public solicitation of voting rights by the China Securities Investor Services Center marks a significant step in enhancing the participation of minority shareholders in corporate governance through the nomination of independent directors [1][2]. Group 1: Independent Director Nomination - The China Securities Investor Services Center has nominated Du Jian as an independent director candidate for Shangfeng Cement, following a successful nomination for another company in June 2024 [1]. - This initiative aims to provide a systematic approach for minority shareholders to participate in corporate governance, addressing the traditional concentration of nomination rights among major shareholders [2][3]. Group 2: Role of the China Securities Investor Services Center - The center acts as a legal investor protection agency, facilitating the delegation of nomination rights to enhance the voice of minority shareholders and improve the independent director selection mechanism [2]. - The center conducts independent due diligence on independent director candidates, ensuring their qualifications and independence, which alleviates concerns regarding the candidates' capabilities [3]. Group 3: Encouragement for Minority Shareholders - The center urges minority shareholders to actively participate in the voting process by delegating their voting rights to ensure the successful election of the nominated independent director [4]. - This model of "institutional professional agency + simplified shareholder authorization" aims to empower minority shareholders and effectively convey their demands through professional channels [4][5]. Group 4: Important Dates and Participation Guidelines - Investors are advised to pay attention to key dates such as the shareholder meeting registration date (May 7, 2025) and the deadline for the solicitation (May 12, 18:00) to ensure their participation [5]. - The center encourages investors to utilize various methods for expressing support for the independent director candidate, including attending the meeting, online voting, or delegating to the center [5].