TSINGHUA Financial Review 清华金刚评论 TSINGHUA Financial Review 布 众保险董事会秘书 F = R "十五五"开局保险专栏 80 ■ ▼ I ITT FLA 7 7 文/ 瑞众保险董事会秘书 笪莹、董事会办公室公司治理处 王聪 新《公司法》对董事履职提出了新的要求，不仅对构建公平透明的市场环境具有重要意义，更为保险公司董事履职水平提升提供了 新的方向。在新《公司法》背景下，通过对保险公司董事履职评价机制进行研究，本文分析新《公司法》实施后保险公司董事履职 评价面临的问题并对董事履职评价机制提出优化设计建议，为进一步提升董事履职能力提供有益借鉴参考，并为完善中国特色现代 企业制度，提升保险公司综合竞争力，实现高质量发展提供有力支撑。 保险公司董事履职评价制度的发展历程，是我国金融机构公司治理现代化进程的重要缩影，历经从原则性规范到系统化机制的演进，形成了与保险 行业特性深度适配的制度体系。 （⼀）探索萌芽阶段（2010年前 ）： 义务框架初步确⽴ 这一时期尚未形成专门的履职评价制度，主要依托基础性法律构建董事义务框架。2005 年修订的《公司法》首次明确董事对 ...

Core Viewpoint - The company Xinwei Medical-B (06609.HK) announced changes in its governance structure in response to the new Company Law of the People's Republic of China, which will take effect on July 1, 2024 [1] Group 1: Governance Changes - According to the new Company Law, joint-stock companies can establish an audit committee composed of directors to exercise the powers previously held by the supervisory board, eliminating the need for a supervisory board [1] - On December 12, 2025, the board of directors will propose the cancellation of the supervisory board, with its powers being transferred to the audit committee [1]

Group 1 - The report indicates that the sponsor, Wanhe Securities, has effectively reviewed the company's information disclosure documents without any delays [1] - The company has established and effectively executed regulations regarding resource usage, fundraising management, internal control, and related party transactions [1] - The sponsor conducted monthly checks on the company's fundraising special account and confirmed that the project progress aligns with the disclosed information [1] Group 2 - The sponsor attended meetings and reviewed documents but did not physically attend shareholder, board, or supervisory meetings [1] - Independent opinions were issued twice, with no dissenting opinions noted [1] - There were no reported issues requiring attention or any necessary corrective actions [1] Group 3 - A training session was conducted on February 7, 2025, focusing on the revisions to the new Company Law, which aims to enhance corporate governance and internal management [1] - The company and its shareholders have fulfilled their commitments regarding the extension of lock-up periods and compensation for significant omissions [3] - There were no regulatory measures or corrective actions reported by the sponsor or the company [3]

Core Viewpoint - Lu Yin Investment (600784) has experienced fluctuations in stock price and a decline in financial performance, indicating potential challenges ahead for the company [1][3]. Stock Performance - As of August 22, 2025, Lu Yin Investment's stock closed at 6.82 yuan, up 1.04% from the previous week [1]. - The stock reached a high of 6.91 yuan and a low of 6.68 yuan during the week [1]. - The company's total market capitalization is 4.608 billion yuan, ranking 40th out of 57 in the chemical raw materials sector and 3572nd out of 5152 in the A-share market [1]. Shareholder Changes - As of June 30, 2025, the number of shareholders decreased by 73 to 29,900, a reduction of 0.24% [2][6]. - The average number of shares held per shareholder remained unchanged at 22,600 shares, with an average holding value of 144,700 yuan [2]. Financial Performance - For the first half of 2025, Lu Yin Investment reported a main revenue of 1.652 billion yuan, a year-on-year decrease of 2.62% [3]. - The net profit attributable to shareholders was 129 million yuan, down 27.35% year-on-year [3]. - The net profit excluding non-recurring items was 123 million yuan, reflecting a decline of 29.04% [3]. - In Q2 2025, the company recorded a single-quarter main revenue of 838 million yuan, down 5.11% year-on-year [3]. - The single-quarter net profit attributable to shareholders was approximately 49.9 million yuan, a significant drop of 48.89% [3]. - The debt ratio stands at 41.07%, with investment income of approximately 27.08 million yuan and financial expenses of about 20.05 million yuan [3]. - The gross profit margin is reported at 24.88% [3]. Company Announcements - Lu Yin Investment's third extraordinary general meeting of shareholders for 2025 is scheduled for August 26, 2025, with a combination of on-site and online voting [4]. - The meeting will discuss three main proposals, including the cancellation of the supervisory board and amendments to the company's articles of association, in compliance with the new Company Law [4]. - The board of directors has approved the proposals, which have also been reviewed by the supervisory board [4].

Group 1 - The core theme of the course is the key highlights of the new Company Law regarding investor protection [3] - The new Company Law enhances shareholder rights, particularly for minority shareholders, by increasing the protection of their right to information and legal recourse [3] - Four major protective measures are introduced: strengthening the right to information, optimizing litigation mechanisms, enforcing governance responsibilities, and improving transparency [3] Group 2 - The "Investment Education Navigation" online course series is a public initiative aimed at helping investors understand regulations and identify risks [4] - The course encourages investors to adopt rational, value-oriented, and long-term investment philosophies, fostering mature investment behavior [4]

Core Viewpoint - The new Company Law mandates that listed companies establish an audit committee to perform the duties of the supervisory board, reflecting the high trust placed by legislators and regulators in audit committees. However, the existing challenges faced by audit committees from 2002 to 2023 remain unresolved, potentially leading to a failure in fulfilling supervisory responsibilities [1][2]. Group 1: Audit Committee Challenges - Audit committees are appointed by the board of directors, which compromises their independence as they are tasked with supervising the board while being accountable to it. This creates a situation where the board effectively supervises itself [1][2]. - The actual performance of independent directors in China falls short of expectations, further limiting the effectiveness of audit committees [1][3]. Group 2: Legislative Intent and Implementation Issues - The new Company Law aims to streamline corporate governance by allowing audit committees to take on supervisory board responsibilities, based on the belief that they can provide better oversight. However, the law does not adequately address the inherent challenges faced by audit committees, making the legislative intent difficult to achieve [2][3]. - The lack of clarity in whether audit committees should be appointed by the shareholders' meeting or the board of directors means that existing audit committees are likely to continue in their current form, merely expanding their responsibilities without changing the underlying appointment mechanism [2][3]. Group 3: Recommendations for Improvement - To enhance the effectiveness of audit committees, it is recommended that they be appointed by the shareholders' meeting, making them accountable to shareholders rather than the board. This change would help audit committees operate independently [3][4]. - Strengthening the role of independent directors is crucial. Recommendations include increasing their on-site participation from at least 15 days per year to at least 4 days per quarter, ensuring they are well-informed about the company's operations [4]. - It is suggested that at least one full-time independent director be included in the audit committee to ensure dedicated oversight and deeper understanding of the company [4]. - Adjusting the compensation and liability mechanisms for independent directors could incentivize active participation and mitigate concerns about their responsibilities [4].

Core Viewpoint - Baosteel Co., Ltd. plans to abolish its supervisory board and revise its Articles of Association in response to the new Company Law and regulatory requirements, aiming to enhance corporate governance and operational standards [1][2]. Group 1: Abolishment of Supervisory Board - The company intends to eliminate the supervisory board, allowing the Audit and Internal Control Compliance Management Committee of the board to assume the supervisory responsibilities as mandated by the Company Law [2][4]. - The decision to abolish the supervisory board was approved during the 55th meeting of the eighth board of directors held on July 22, 2025, and will be submitted for shareholder approval [2][3]. Group 2: Revision of Articles of Association - The revisions to the Articles of Association include improvements to general provisions, legal representative responsibilities, and share issuance regulations to protect the rights of the company, shareholders, employees, and creditors [3][6]. - Changes to shareholder and shareholder meeting regulations include reducing the minimum shareholding percentage required for certain rights from 3% to 1% and optimizing the procedures for convening shareholder meetings [3][6]. - The requirements for directors, the board of directors, and specialized committees have been enhanced, with the Audit and Internal Control Compliance Management Committee now responsible for the legal duties previously held by the supervisory board [3][6]. - The governance structure will be further refined by removing the supervisory board section and related rules from the Articles of Association [5][6]. - The company will also incorporate provisions for party building and strengthen employee democratic management in line with the new Company Law [5][6].

Core Points - The recent discussion highlighted the terminology change from "shareholders' meeting" to "shareholders' assembly" in accordance with the new Company Law, which standardizes the term used for both limited liability companies and joint-stock companies [1][2] - The new Company Law has led to over 700 announcements regarding the revision of company articles since June, indicating that listed companies are actively adapting to the changes [1] - Despite the legal clarification, there are still inconsistencies in the disclosure practices of listed companies, with some continuing to use the outdated term "shareholders' meeting" in their announcements [2] Summary by Sections Legal Changes - The new Company Law has unified the terminology, replacing "shareholders' meeting" with "shareholders' assembly" for all types of companies [1] - The previous Company Law differentiated between the two terms based on the type of company, but this distinction has been removed in the new legislation [1] Company Practices - A significant number of listed companies have revised their articles to reflect the new terminology, with over 700 announcements made since June [1] - Some companies still use the term "shareholders' meeting" in their announcements, which may be due to outdated internal regulations [2] Market Response - There is a noted inconsistency in the terminology used by intermediary institutions, which may lead to confusion in public disclosures [2] - Legal experts suggest that companies should adopt the term "shareholders' assembly" to align with legal requirements and ensure uniformity in disclosures [2]

Core Viewpoint - The new Company Law has increased the risks associated with the responsibilities of directors, particularly regarding liquidation obligations, which can lead to potential compensation liabilities for directors who fail to initiate liquidation within a specified timeframe after a company triggers dissolution events [5][8][12]. Group 1: Legal Changes and Responsibilities - Under the new Company Law, the responsibility for liquidation has shifted from shareholders to all directors, emphasizing their obligations throughout the company's lifecycle [8][12]. - Directors are now defined as the liquidation obligors, and this change has raised concerns about the legal risks associated with being a director, especially for those who do not participate in daily operations [8][16]. - The law stipulates that if a company fails to initiate liquidation within fifteen days after triggering dissolution events, directors may be held liable for damages due to negligence in fulfilling their duties [5][10][17]. Group 2: Implications for Directors - Directors, including independent and employee directors, may face the same level of liability under the new law, regardless of their involvement in daily operations [8][21]. - Many directors, particularly those from external investment institutions, may not be aware of their sudden responsibilities under the new law, leading to potential legal repercussions [16][21]. - It is crucial for directors to maintain awareness of the financial status of the companies they oversee and to document any efforts made to fulfill their responsibilities [8][19]. Group 3: Risk Mitigation Strategies - Directors should actively monitor the companies they are involved with to identify potential dissolution triggers, such as expiration of business terms or revocation of business licenses [19]. - In cases where risks are deemed uncontrollable, directors are advised to resign promptly and ensure that the company updates its registration information accordingly [21]. - Legal agreements that attempt to limit or exempt directors from liability may be deemed invalid under current laws, highlighting the importance of following proper internal procedures when entering such agreements [20][21].

Core Viewpoint - The trend of purchasing Directors and Officers Liability Insurance (D&O Insurance) among A-share listed companies continues to rise, with 272 companies announcing their intention to buy or have already purchased such insurance in 2024, maintaining a high level compared to previous years [1][3]. Group 1: Market Trends - In 2024, the number of A-share listed companies announcing D&O Insurance purchases is nearly equal to the total for 2023, indicating sustained interest [3]. - The manufacturing sector represents a significant portion of companies opting for D&O Insurance, with policy limits typically ranging from 50 million to 100 million yuan, and total premiums generally amounting to several hundred thousand yuan [3][4]. - The recent implementation of the new Company Law in July 2024 has established a legal framework for D&O Insurance, increasing the accountability of directors and executives [5]. Group 2: Reasons for Increased Demand - The new Company Law has strengthened the liability risks for directors and executives, prompting companies to seek D&O Insurance to mitigate these risks [5]. - Heightened regulatory scrutiny in the securities market and recent litigation cases have raised awareness of the potential risks faced by executives, further driving demand for D&O Insurance [5]. - The increasing number of companies purchasing D&O Insurance has created a demonstration effect, encouraging others to follow suit [5]. Group 3: Challenges in D&O Insurance Development - Despite the growing interest, challenges remain in the development of D&O Insurance, including insufficient localization of policy terms, lack of scientific pricing, and a shortage of specialized talent [7]. - The insurance market has historically been slow to adopt D&O Insurance, with many products inadequately tailored to align with domestic legal frameworks, leading to a mismatch between coverage and actual needs [7]. - The current lack of a comprehensive legal framework for executive liability in China adds uncertainty to the insurance companies' compensation responsibilities [7]. Group 4: Claims and Risk Management - There has been a noticeable increase in claims related to D&O Insurance, with several significant payouts reported in recent quarters, totaling over 8 million yuan [8]. - To address the rising claims, insurance companies need to enhance their risk assessment and management practices, ensuring that policy terms align with the actual risks faced by insured companies [8]. - Strengthening risk warning systems and improving information sharing within the industry are essential for enhancing pricing capabilities and risk management [8].