10月17日晚间，中国证监会修订发布《上市公司治理准则》（以下简称《治理准则》），并宣布新规将 自2026年1月1日起正式施行。 长江商报消息 ●长江商报记者 李璟 上市公司"关键少数"再上紧箍。 从此次修订内容来看，主要涉及四个方面，包括完善董事、高级管理人员监管制度，健全上市公司激励 约束机制，规范控股股东、实际控制人行为，以及做好与现行规则的衔接等。 长江商报记者注意到，"十四五"以来，监管部门瞄准"关键少数"健全激励约束，尤其是随着新"国九 条"的颁布实施，一系列政策组合拳的出台，持续推动上市公司规范运作水平大幅提升，筑牢资本市场 健康发展的基石。 证监会表示，下一步将做好《治理准则》实施工作，推动上市公司不断健全现代企业制度、提升规范运 作水平。 治理监管规则持续优化 据了解，现行《治理准则》在总结境内外上市公司治理相关经验基础上，围绕股东与股东会、董事与董 事会、高级管理人员与公司激励约束机制、控股股东及其关联方、利益相关者以及信息披露等，对上市 公司治理架构及相关各方的行为进行了规范，在推动健全现代企业制度、提升上市公司规范运作水平等 方面发挥了重要作用。 随着市场的不断发展，公司治理实践日益丰 ...

Core Points - The China Securities Regulatory Commission (CSRC) has officially finalized the revised Corporate Governance Code, which will take effect on January 1, 2026, focusing on enhancing the regulatory framework for directors and senior management, as well as standardizing the behavior of controlling shareholders and actual controllers [2] Group 1: Enhancements to Director and Senior Management Regulation - The revised code emphasizes a comprehensive regulatory system for directors and senior management, covering appointment, performance, and departure [3] - It specifies the qualifications for directors and the responsibilities of the nomination committee to prevent unqualified individuals from being appointed [3] - The code requires enhanced disclosure obligations for directors and senior management regarding conflicts of interest and competition with the company [4] - Companies must conduct thorough reviews of departing directors to ensure they fulfill their obligations and responsibilities [4] Group 2: Alignment of Compensation with Performance - A significant highlight of the revised code is the establishment of a compensation management system that aligns the remuneration of directors and senior management with the company's operational and individual performance [6] - Companies must disclose reasons if the average performance-based compensation for directors and senior management does not decrease when the company transitions from profit to loss or experiences a larger loss compared to the previous fiscal year [6] - Special compensation mechanisms may be applied for R&D companies that are in loss during their initial public offering, allowing for flexibility in performance linkage [6] Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revised code further regulates the behavior of controlling shareholders and actual controllers by limiting competitive activities that could adversely affect the company [8] - It mandates strict adherence to decision-making procedures and information disclosure obligations for related party transactions [9] - The code aims to protect the legitimate rights and interests of minority shareholders by preventing the misuse of control by major shareholders [10]

21世纪经济报道 崔文静 北京报道 10月17日晚间，证监会修订发布《上市公司治理准则》（以下简称《治理准则》），并宣布新规将自 2026年1月1日起正式施行。 此次修订旨在进一步规范上市公司董事、高级管理人员及控股股东、实际控制人等"关键少数"的行为， 全面提升上市公司治理水平，筑牢资本市场健康发展的基石。 本次《治理准则》的修订是对现行规则的全面升级与完善。证监会表示，随着市场发展及相关法律法规 的更新，为进一步督促公司管理层勤勉尽责，防范大股东滥用控制权损害公司及中小股东利益，强化 对"关键少数"的监督与约束显得尤为紧迫。 此次修订主要围绕四大核心内容展开： 核心内容一：完善董事、高管监管制度。 新规从任职、履职到离职进行了全链条规范。明确要求董事会提名委员会严把任职资格审核关，细化了 董事、高管的忠实勤勉义务，并强化了其对同业竞争等行为的披露要求。尤为引人注目的是，规则要求 公司在聘任时即对高管离职后的追责追偿做出安排，离职时需对其在职期间是否尽到义务进行审查，形 成了有效的责任闭环。 新规要求上市公司建立薪酬管理制度，确保董事、高管的薪酬与公司经营业绩、个人绩效紧密挂钩，实 现激励与约束的平衡。同时 ...

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].

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].

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].