(1) During the restructuring and reorganization of a joint stock limited company, the controlling shareholder shall ensure the separation of social functions and divestiture of its non-operating assets, and non-operating institutions and welfare institutions and facilities shall not enter the joint stock limited company.
(2) The controlling shareholder has a fiduciary duty to the joint stock limited company and other shareholders. The controlling shareholder shall exercise the investor's rights over the joint stock limited company controlled by it in strict accordance with the law. The controlling shareholder shall not harm the legitimate rights and interests of the joint stock limited company and other shareholders, and shall not use its special position to seek additional benefits.
(3) When nominating candidates for directors and supervisors of a joint stock limited company, the controlling shareholder shall strictly follow the conditions and procedures stipulated in laws, regulations and the articles of association.
(4) The controlling shareholder shall not go through any examination and approval procedures for the personnel election resolution of the shareholders' meeting and the personnel appointment resolution of the board of directors; The appointment and removal of senior management personnel of a joint stock limited company shall not exceed the shareholders' meeting and the board of directors.
(5) Major decisions of a joint stock limited company shall be made by the shareholders' meeting and the board of directors according to law. The controlling shareholder shall not directly or indirectly interfere with the company's decision-making and production and operation activities in accordance with the law, and damage the rights and interests of the company and other shareholders.
Extended data:
The controlling shareholder can exert great influence on the operation of the company. According to the Corporate Governance Guidelines for Listed Companies, the controlling shareholder shall regulate the following behaviors:
(1) During the restructuring and reorganization of a joint stock limited company, the controlling shareholder shall ensure the separation of social functions and divestiture of its non-operating assets, and non-operating institutions and welfare institutions and facilities shall not enter the joint stock limited company.
(2) The controlling shareholder has a fiduciary duty to the joint stock limited company and other shareholders. The controlling shareholder shall exercise the investor's rights over the joint stock limited company controlled by it in strict accordance with the law. The controlling shareholder shall not harm the legitimate rights and interests of the joint stock limited company and other shareholders, and shall not use its special position to seek additional benefits.
(3) When nominating candidates for directors and supervisors of a joint stock limited company, the controlling shareholder shall strictly follow the conditions and procedures stipulated in laws, regulations and the articles of association.
(4) The controlling shareholder shall not go through any examination and approval procedures for the personnel election resolution of the shareholders' meeting and the personnel appointment resolution of the board of directors; The appointment and removal of senior management personnel of a joint stock limited company shall not exceed the shareholders' meeting and the board of directors.
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