激励约束机制

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【金融街发布】中国证监会拟修订《上市公司治理准则》 进一步强化“关键少数”责任
Zhong Guo Jin Rong Xin Xi Wang· 2025-07-25 12:26
Core Viewpoint - The China Securities Regulatory Commission (CSRC) is proposing revisions to the Corporate Governance Code to enhance the governance level of listed companies and regulate the behavior of directors, senior management, controlling shareholders, and actual controllers [1][2]. Group 1: Revisions to the Corporate Governance Code - The revisions focus on four main areas: improving the management system for the appointment, performance, and departure of directors and senior management [2]. - The qualifications for directors and senior management will be clarified, and the responsibilities of the nomination committee will be defined to prevent unqualified individuals from holding positions [2]. - The obligations of directors and senior management regarding loyalty and diligence will be detailed, with enhanced disclosure requirements for conflicts of interest and decision-making processes [2]. - The management of departures of directors and senior management will be strengthened, including accountability measures for post-departure responsibilities [2]. Group 2: Incentive and Restraint Mechanisms - Listed companies will be required to establish a remuneration management system that aligns the compensation structure and levels of directors and senior management with company performance [2]. - The remuneration of directors and senior management must be linked to both company and individual performance to encourage value creation [2]. - Mechanisms for the recovery of remuneration and deferred payment systems will be improved to enhance accountability [2]. Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revisions will impose strict limitations on competitive behaviors that could adversely affect listed companies, with increased transparency requirements for non-material competitive activities [2]. - The requirements for the board of directors regarding the identification and review of related party transactions will be further refined [2]. Group 4: Integration with Existing Regulations - The revisions will ensure alignment with the Securities Law regarding the public solicitation of shareholder rights [3]. - Responsibilities of the nomination committee and remuneration assessment committee will be updated according to the Independent Director Management Measures [3]. - Improvements will be made to voluntary information disclosure and the publication of sustainability reports in accordance with the Information Disclosure Management Measures [3].
新华解码丨上市公司治理制度再升级 瞄准“关键少数”健全激励约束
Xin Hua She· 2025-07-25 12:21
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the "Corporate Governance Guidelines for Listed Companies" to enhance governance standards and regulate the behavior of key stakeholders, including directors and senior management [1][4]. Group 1: Governance Structure Enhancements - The new guidelines focus on improving the management system for directors and senior executives, including their qualifications and responsibilities [2][3]. - There are stricter requirements for disclosing conflicts of interest and competitive behavior among directors and senior management [2][3]. - The guidelines emphasize the need for companies to establish a sound remuneration management system that aligns executive pay with company performance [2][6]. Group 2: Regulation of Major Shareholders and Actual Controllers - The revised guidelines impose stricter regulations on major shareholders and actual controllers to prevent actions that could harm the interests of listed companies [3][6]. - Enhanced scrutiny of related party transactions is mandated, requiring boards to better identify and review such transactions [3][6]. Group 3: Accountability and Performance Linkage - The guidelines require that executive compensation be tied to both company and individual performance, with provisions for clawback in cases of financial restatements or misconduct [6][8]. - There is a clear expectation for key stakeholders to act diligently in safeguarding the interests of the company and minority shareholders [4][5]. Group 4: Market Impact and Future Outlook - The revisions are seen as a step towards improving the overall governance framework, which is expected to enhance the quality of listed companies and boost investor confidence [7][8]. - The guidelines align with broader regulatory reforms aimed at strengthening corporate governance and protecting investor interests [7][8].
一财社论: 以激励约束机制规范政府采购市场
Di Yi Cai Jing· 2025-06-24 13:52
Core Viewpoint - The core strategy for improving the government procurement market is to enhance the incentive and constraint mechanisms, continuously lower market entry barriers, and gradually open the market to all legitimate market entities, allowing information to be effectively priced in the government procurement market [1][4]. Group 1: Government Procurement Market Regulation - The Ministry of Finance, Ministry of Public Security, and State Administration for Market Regulation have launched a special rectification action targeting four types of illegal activities in the government procurement sector from June to January of the following year [2]. - The government procurement market is currently a vibrant sector within the national economy, with various ownership enterprises eager to enter this market to inject new vitality into their operations [2][4]. - The special rectification action aims to standardize the development of the government procurement market and create a fair competitive environment [2][4]. Group 2: Information Asymmetry and Regulatory Challenges - The government procurement market exhibits typical characteristics of asymmetric information, leading to moral hazard and adverse selection risks due to the regulatory bodies' inability to effectively obtain observable costs and contract costs [3][4]. - The existing issues in the government procurement market, such as discriminatory clauses and other illegal activities, stem from the information structure and constraints faced by regulators and enterprises [3][4]. - The effectiveness of the special rectification action will depend on addressing the underlying issues of asymmetric information and the incompleteness of commitments within the regulatory framework [4]. Group 3: Market Structure and Mechanism Design - To effectively capture illegal activities in the government procurement market, it is essential to address the constraints arising from asymmetric information and the imperfections of regulators [4]. - The government procurement market currently accounts for about 10% of annual government fiscal expenditures, indicating that the scale effect of the market is not fully realized [4]. - There is a suggestion to include monopolistic state-owned enterprises in the government procurement market to diversify the buyer base and enhance market dynamics [4][5].