I. System overview
So far, the securities market in China has initially established a system with the Securities Law as the main body and relevant legal systems as the supplement.
The normative institutional framework of listed companies. According to incomplete statistics, there are 24 1 kinds of these systems. It includes five levels, namely, laws, administrative regulations, departmental rules, self-discipline rules and autonomous documents.
Second, the main way of supervision
According to the Company Law and the standard opinions of the China Securities Regulatory Commission on the shareholders' meeting, the board of supervisors may adopt the following methods when exercising its supervisory power:
Convene the board of supervisors; Attend the board of directors; Attend the shareholders' meeting; Attend the manager's meeting as a non-voting representative; Propose to convene the board of directors; Propose to convene a general meeting of shareholders; Check the company's financial information; Exercise the right of proposal at the shareholders' meeting; Exercise the right to report; Put forward the right of recall; Represents the rights of the company.
Third, the focus of supervision.
Key point one: the company's ability to operate independently. Listed companies must operate independently and realize the "five separation" from major shareholders and actual controllers in personnel, assets, finance, business and institutions.
Focus 2: Corporate governance structure. Including: the nomination procedures for directors and supervisors by controlling shareholders; Procedures for the appointment and removal of the general manager; The number of directors who concurrently serve as managers shall not exceed1/2 of the number of directors; Fair and transparent performance evaluation standards and procedures; Improve the internal control mechanism; Check company finances, etc.
Focus 3: Information disclosure. Including: five criteria-truthfulness, accuracy, completeness, effectiveness and timeliness; Four key points, namely, it is forbidden to forge profits; The amount of external guarantee litigation accounts for more than 65,438+00% of the net assets; Related party transactions should not be omitted; Asset reorganization should not be concealed; The behavior of subsidiaries holding more than 50% shares should be disclosed as the behavior of listed companies; Public commitments should be disclosed in a timely manner; Public disclosure should not be replaced by news reports; Temporary information disclosure should not be replaced by regular reports.
Focus 4: Use of raised funds.
1. The raised funds must be put into use as promised, and legal procedures must be fulfilled for changing investment; If it is necessary to use the raised funds to purchase the assets of the controlling shareholder for special reasons, legal procedures shall be performed.
2. The raised funds shall not be borrowed from major shareholders for misappropriation, and shall not be used for entrusted wealth management and stock trading.
Focus 5: Related parties occupy the funds of listed companies.
1. Do not advance wages and benefits for the controlling shareholder, and strictly restrict the controlling shareholder from occupying the operating funds of the listed company.
2. Do not lend money to the controlling shareholder; Shall not provide entrusted loans to related parties; Shall not entrust the controlling shareholder to invest; Shall not repay debts on behalf of the controlling shareholder.
3. The board of directors shall formulate measures to solve the historical occupation of funds to ensure that the amount of illegal funds will decrease by at least 30% in each fiscal year.
4. In principle, related parties should repay the funds occupied by listed companies in cash. If it is to be repaid with non-cash assets, the assets used for compensation must belong to the same business system of the listed company, which is conducive to enhancing the independence and core competitiveness of the listed company.
Focus 6: External guarantee of listed companies.
1. A listed company may not provide guarantee for the controlling shareholder and its subsidiaries or unincorporated units or individuals holding less than 50% of the shares; The total external guarantee of a listed company shall not exceed 50% of the net assets of the consolidated accounting statements in the latest fiscal year; Units with asset-liability ratio exceeding 70% shall not provide guarantee; External guarantee must require the other party to provide counter-guarantee.
2. The external guarantee must be signed by more than 2/3 members of the board of directors or approved by the shareholders' meeting; In the case of external guarantee, we should conscientiously fulfill the obligation of information disclosure.
3. The board of directors of a listed company shall formulate measures to solve the contingent liabilities arising from historical illegal guarantees and external guarantees, and reduce them by at least 30% in each fiscal year.
Focus 7: Major purchase, sale and replacement of assets.
Focus 8: Acquisition of listed companies. Ask more questions in accounting net >>