What's the use of independent directors?
The purpose of independent directors is:
1. Be loyal and diligent to the company and be responsible for the daily operation and management of the company;
2. Have the right to make decisions and convene meetings on major issues;
3. The usefulness of improving the company's profitability.
The difference between independent directors and non-independent directors
The differences between independent directors and non-independent directors are as follows:
1. Different employment methods. Independent directors do not hold other positions except directors of the company, and there is no relationship with the company and its major shareholders that may hinder their independent and objective judgment;
2. Different meanings;
3. Other differences.
(1) An independent director of a listed company refers to a director who does not hold other positions except directors in the company and has no relationship with the listed company and its major shareholders that may hinder him from making independent and objective judgments.
(2) Independent directors have the obligation of honesty and diligence to listed companies and all shareholders. Independent directors shall conscientiously perform their duties, safeguard the overall interests of the company, and pay special attention to protecting the legitimate rights and interests of minority shareholders in accordance with relevant laws and regulations, these Guiding Opinions and the Articles of Association. Independent directors shall perform their duties independently, and shall not be influenced by the major shareholders, actual controllers or other interested units or individuals of the listed company. In principle, independent directors shall concurrently serve as independent directors in at most five listed companies, and ensure that they have enough time and energy to effectively perform their duties as independent directors.
legal ground
Company Law of the People's Republic of China
Article 122 A listed company shall establish independent directors, and the specific measures shall be formulated by the State Council.
Guiding opinions on the establishment of independent director system in listed companies
Three. Independent directors must be independent, and the following persons shall not serve as independent directors:
(1) Personnel employed in listed companies or their affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.). ); The main social relations refer to brothers and sisters, parents-in-law, daughter-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc. );
(2) Directly or indirectly holding more than 65,438+0% of the issued shares of a listed company or being a natural person shareholder among the top ten shareholders of the listed company and his immediate family members.
(3) Persons who directly or indirectly hold more than 5% of the issued shares of a listed company or work in the top five shareholder units of a listed company and their immediate family members;
(4) Persons under the circumstances listed in the preceding three items in the last year;
(5) Personnel who provide financial, legal and consulting services for listed companies or their affiliated enterprises;
(six) other personnel as stipulated in the articles of association;
(seven) other personnel identified by the China Securities Regulatory Commission.