SZSE Releases the Handbook for Performance of Duties of Independent Directors and Audit Committees to Promote the Improvement of Listed Companies' Governance
On April 11, 2024, SZSE released the "Handbook for Performance of Duties of Independent Directors and Audit Committees" (hereinafter referred to as the "Performance Handbook"). It aims to further enhance regulatory service capabilities and guide independent directors and audit committees of listed companies in standardizing their performance of duties to improve quality and efficiency, thereby promoting the continuous enhancement of corporate governance of listed companies.
To deepen the implementation of the requirements of the General Office of the State Council's Opinions on the Reform of the Independent Director System of Listed Companies and the CSRC's Measures for the Administration of Independent Directors of Listed Companies, SZSE has reinforced the application of listing rules and self-regulatory guidelines for the Main Board and the ChiNext Board. We systematically reviewed the performance requirements of independent directors and audit committees since the independent director system reform and compiled these into the "Performance Handbook". This handbook serves as a work guide for relevant entities, assisting them in quickly grasping the key points to better perform their duties.
The "Performance Handbook" specifies the overall requirements for the performance of duties by independent directors and the audit committee, emphasizing that relevant entities should perform their duties faithfully, diligently and prudently. It details the scope of responsibilities, basic requirements for performing duties, and key areas of supervision for independent directors and audit committees. It particularly emphasizes requirements for independent directors to fully exercise their pre-review supervisory duties, actively exercise special powers, and strengthen supervision over potential significant conflicts of interest. It also summarizes and elaborates on the supervision requirements of audit committees regarding the financial information, internal control matters, and annual report preparation and disclosure of listed companies.
The independent director system of listed companies is a basic system of the capital market and an important component of the modern enterprise system with Chinese characteristics. Next, SZSE will thoroughly implement the guiding principles of the Central Financial Work Conference and, under the unified leadership of the CSRC, firmly grasp the key tasks of strengthening regulation, preventing risks, and promoting high-quality development. We will continue to implement and refine the reform of independent director system, urge independent directors and audit committees to fulfill their duties and actively play their functional roles in corporate governance. Through multiple measures, we will promote the standardized and healthy development of listed companies, better protect the legitimate rights and interests of small and medium-sized investors, and contribute to the high-quality development of the capital market.
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