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中信证券、信达证券、东吴证券:拟取消监事会
Zhong Guo Ji Jin Bao· 2025-11-07 14:57
Core Viewpoint - CITIC Securities has announced a significant governance structure adjustment by proposing to abolish its supervisory board, which will be submitted for shareholder approval [1][2]. Group 1: Governance Changes - The decision to abolish the supervisory board marks an important step in the governance structure adjustment of CITIC Securities [2]. - The supervisory functions will be taken over by the audit committee of the board, which will exercise the powers previously held by the supervisory board according to the Company Law and relevant regulations [3]. - The revised articles of association will expand the audit committee's responsibilities to include duties such as financial inspection, supervision of directors and senior management, and proposing the convening of extraordinary shareholder meetings [3]. Group 2: Transition and Regulatory Context - CITIC Securities will need to submit the proposal for shareholder approval and make transitional arrangements thereafter [4]. - The China Securities Regulatory Commission (CSRC) has provided a one-year transition period for securities firms to adjust their governance structures, with a requirement for firms engaged in multiple business lines to establish an audit committee by January 1, 2026 [4][5]. - As of the end of October, nearly 20 securities firms, including major players like China Galaxy Securities and CICC, have disclosed plans to amend their articles of association to abolish the supervisory board, indicating a shift towards a new governance model [5]. Group 3: Industry Trends - The industry is entering a new governance era characterized by the "two meetings and one layer" structure, reflecting a broader trend among securities firms to enhance governance efficiency [5]. - Experts suggest that in the digital age, traditional post-event supervision is inadequate for risk management, necessitating a dynamic and integrated risk control system [5]. - The abolition of the supervisory board allows for optimized supervision through various means, such as independent directors leading the audit committee and collaboration between external and internal audit functions [5].