The so-called independentdirector refers to a director who is independent of the company's shareholders, does not work within the scope of the company's independent director's qualifications, has no important business or professional contact with the company or the company's management, and makes independent judgments on the company's affairs.
The director qualification certificate requires the listed company to select independent directors and then submit them to the CSRC. With the approval of the CSRC, you can obtain the qualification certificate of independent directors by attending the training class for independent directors.
At present, the rules stipulate that the qualifications of independent directors shall be filed by listed companies, and then they shall participate in training. There is no regulation on whether individuals can apply for the qualification of independent directors. For details, please refer to the Measures for the Administration of the Filing of Independent Directors of the Two Exchanges.
Qualifications of independent directors:
1. Be qualified as a director of a listed company according to laws, administrative regulations and other relevant provisions;
2. It has the independence required by the guidance of the China Securities Regulatory Commission;
3. Have the basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations and rules;
4. Having at least five years of legal, economic or other work experience necessary for performing the duties of an independent director;
5. Other conditions stipulated in the Articles of Association.
Extended data:
Appointment procedure of independent directors
1. The board of directors and the board of supervisors of a listed company and shareholders who individually or collectively hold more than 1% of the issued shares of the listed company may propose candidates for independent directors, which shall be decided by the shareholders' meeting.
2. Nominees of independent directors shall obtain the consent of the nominees before nomination. The nominee should fully understand the nominee's occupation, education, professional title, detailed work experience and all part-time jobs.
And express opinions on his qualifications and independence as an independent director, and the nominee shall publicly declare that there is no relationship between him and the listed company that affects his independent and objective judgment.
Before the shareholders' meeting to elect independent directors is held, the board of directors of a listed company shall announce the above contents in accordance with regulations.
3. Before the shareholders' meeting to elect independent directors is held, the listed company shall submit the relevant materials of all nominees to the China Securities Regulatory Commission, the agency of the China Securities Regulatory Commission where the company is located and the stock exchange where the company's shares are listed.
If the board of directors of a listed company disagrees with the relevant information of the nominee, it shall also submit the written opinions of the board of directors.
China Securities Regulatory Commission will review the qualifications and independence of independent directors within 15 working days. Nominees who have objections to the China Securities Regulatory Commission may be candidates for directors of the company, but may not be candidates for independent directors.
When the board of directors of a listed company holds a shareholders' meeting to elect independent directors, it shall state whether the candidates for independent directors are opposed by the China Securities Regulatory Commission.
For those who have served as independent directors of listed companies before the issuance of the Guiding Opinions of the CSRC, listed companies shall submit the above materials to the China Securities Regulatory Commission, the agency of the China Securities Regulatory Commission where the company is located and the stock exchange where the company's shares are listed and traded within 1 month after the issuance and implementation of the Guiding Opinions of the CSRC.
4. The term of office of an independent director is the same as that of other directors of a listed company. Upon expiration of the term of office, independent directors may be re-elected, but the term of re-election shall not exceed six years.
5. If an independent director fails to attend the board meeting in person for three consecutive times, the board of directors shall request the general meeting of shareholders to dismiss him.
Except for the above-mentioned circumstances and the circumstances that the Company Law stipulates that an independent director shall not be dismissed without reason before the expiration of his term of office.
If the company is dismissed in advance, the listed company shall disclose it as a special disclosure. If the dismissed independent director thinks that the reasons for the dismissal of the company are improper, he may make a public statement.
6. Independent directors may resign before the expiration of their term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors, explaining any situation related to his resignation or which he thinks is necessary to attract the attention of shareholders and creditors of the company.
If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements stipulated in the Guiding Opinions of the CSRC due to the resignation of independent directors, the resignation report of independent directors will take effect after the next independent director fills the vacancy.
Baidu Encyclopedia-Independent Director