职业独董制度
Search documents
应彻底改革独立董事制度
Guo Ji Jin Rong Bao· 2025-11-18 07:19
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]