In order to implement The General Office of the State Council "Opinions on the Reform of the Independent director System of Listed Companies" (hereinafter referred to as "Opinions"), the CSRC drafted and formed the "Measures for the Management of Independent Directors of Listed Companies (Draft for Comments)" (hereinafter referred to as the "Measures"). On April 14, the CSRC solicited public opinions on the Measures.

The "Measures" formulated by the CSRC is the main carrier for implementing the reform tasks of the "Opinions". According to the key reform tasks in eight aspects, namely, clear duty positioning of independent directors, optimization of performance mode, strengthening of tenure management, improvement of selection and appointment system, strengthening of performance guarantee, strict supervision and management of performance of duties, improvement of responsibility restraint mechanism, and improvement of internal and external supervision system, the Measures further specify the specific requirements of each link of the independent director system. Establish a scientific, reasonable and interconnected system of rules, and give full play to the guiding, standardizing and guaranteeing role of the rule of law.

The Measures consist of six chapters and 47 articles, including general provisions, qualifications and appointment and removal, duties and ways of performing duties, performance guarantees, supervision and management and legal responsibilities, and supplementary provisions.

In terms of qualifications and appointment and removal, in accordance with the requirements of "Strengthening the administration of independent directors" and "improving the selection system of independent directors" in the Opinions, the Measures clearly define the independence, terms of office, term of office and part-time employment of independent directors, and optimize the selection mechanism of independent directors in the whole chain from the aspects of nomination, qualification examination, election, continuous management and dismissal. Enhance the ability of independent directors to perform their duties independently.

In terms of responsibilities and performance methods, according to the requirements of "clarifying the role positioning of independent directors" and "optimizing the performance methods of independent directors" in the Opinions, the Measures, on the basis of clarifying the responsibilities of independent directors to participate in decision-making, supervision and making suggestions of the board of directors, Focus on potential material conflicts of interest between the company and its controlling shareholders, actual controllers, directors and senior management. Increase the means for independent directors to perform their duties, establish and improve the special committee of the Board of directors and the special meeting mechanism of independent directors, build a platform for independent directors to perform their duties, require independent directors to approve matters in key areas in advance, and move forward the threshold of supervision.

In terms of performance protection, according to the requirements of "Strengthening the performance protection of independent directors" in the Opinions, the Measures clarify that listed companies and relevant personnel should provide necessary conditions for independent directors to perform their duties from the aspects of personnel organization, right to know, and funds, and clarify the supervision and management of relevant entities that do not cooperate with and obstruct the performance of independent directors, and strengthen the supervision and binding force of independent directors' performance protection.

In terms of supervision and management and legal responsibility, according to the requirements of "strict supervision and management of the performance of independent directors" and "improve the responsibility restraint mechanism of independent directors" in the "Opinions", the "Measures" clearly specify that the relevant subject violates the relevant provisions, the CSRC can take regulatory measures or impose administrative penalties, and effectively increase supervision; In accordance with the principle of matching responsibilities and rights, taking into account the director status and external identity characteristics of independent directors, targeted and detailed listing of independent directors' responsibility identification considerations and non-punishment situations, reflecting the equal punishment and accurate accountability.

In addition, the Measures set a one-year transition period for the establishment of the board of directors and special committees of listed companies, the special meeting mechanism of independent directors, the independence of independent directors, the terms of office, the term of office and part-time employment, and other matters, leaving the necessary time for adaptation and adjustment of listed companies.

Managing Editor: Yuan Hao