1. Be qualified as a director of a listed company according to laws, administrative regulations and other relevant provisions;
2. Have the independence required by the Guiding Opinions;
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.
Two. Circumstances in which independent directors may not be appointed.
1. People working 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 the listed company or natural person shareholders and their immediate family members among the top 65,438+00 shareholders of the listed company;
3. Persons who directly or indirectly hold more than 5% of the issued shares of the listed company or hold positions in the top five shareholder units of the listed company and their immediate family members;
4. Persons who have been listed in the first three items in the recent 1 year;
5. Personnel who provide financial, legal and consulting services for listed companies or their affiliated enterprises;
6. Other personnel as stipulated in the articles of association;
7. Other personnel identified by China Securities Regulatory Commission.
Three. Rights and obligations of independent directors
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 his independent and objective judgment.
2. Independent directors have the obligation of honesty and diligence to listed companies and all shareholders. Independent directors shall, in accordance with the requirements of relevant laws and regulations, these Guidelines and the Articles of Association, earnestly perform their duties, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders. Independent directors shall perform their duties independently, and shall not be subject to the major shareholders, actual controllers or other units with interests in the listed company or personal influence. 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.
3. Each domestic listed company shall amend its articles of association in accordance with the requirements of the Guiding Opinions, and employ appropriate personnel as independent directors, including at least one accounting professional (accounting professional refers to a person with senior professional title or certified public accountant qualification). Before June 30, 2002, there should be at least two independent directors in the board of directors; Before June 30, 2003, there should be at least one third of independent directors in the board of directors of listed companies.
4. When independent directors do not meet the conditions of independence or are not suitable for performing their duties for other reasons, resulting in the number of independent directors of listed companies failing to meet the requirements of the Guiding Opinions of the CSRC, listed companies shall supplement the number of independent directors in accordance with regulations.
5. Independent directors and persons who intend to be independent directors shall attend the training organized by China Securities Regulatory Commission and its authorized institutions according to the requirements of China Securities Regulatory Commission.
Independent directors can objectively supervise managers, safeguard the rights and interests of minority shareholders and prevent insider control. Based on this consideration, 1978, NYSE stipulated that all listed companies must have independent directors. Since then, many countries have followed suit and established the independent director system to improve the corporate governance structure. When there is a conflict of interest between shareholders and management, independent directors put forward questions, accusations and suggestions to management from the standpoint of minority shareholders. In the extraordinary period of company merger, reorganization and bankruptcy, shareholders trust independent directors more and are willing to listen to their voices. Their views have also become hot spots and are chased by the media.
Many listed companies employ independent directors, which virtually enhances the corporate image and is conducive to market financing. Most independent directors are celebrities. Such as experts and scholars, outgoing presidents and successful business people. They are broad-minded and experienced, and can put forward practical and pertinent suggestions for enterprises. When enterprises need policy support, they will hire people with political experience and lawyer background as independent directors to help analyze and predict government behavior, so that enterprises can assess the situation and make good use of the policy environment.
Independent directors can not only serve the company, but also safeguard the interests of minority shareholders, so that the company and shareholders can achieve a "win-win". Because of this, the independent director system has become popular in Europe and America, and some people even call it the "independent director revolution". From 65438 to 0999, the proportion of independent directors in the board of directors was 62% in the United States, 34% in Britain and 29% in France. In big companies, the figure is even higher. According to a survey by Fortune magazine, among the top 1000 American companies, the average board size is 1 1, including 9 independent directors.
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 the legitimate rights and interests of minority shareholders in accordance with the relevant laws and regulations, the Guiding Opinions on Establishing the Independent Director System in Listed Companies and the requirements of the company's 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.
The above questions are for you to answer in detail about the qualifications of independent directors of listed companies. To sum up, independent directors are not people who want to be directors, and generally need to have more than five years of legal, economic or other work experience necessary to perform their duties as directors. In real life, many companies will choose to hire certified public accountants or lawyers to hold this position. Of course, authoritative people with rich business management experience are also suitable candidates.