1, independent director
(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, 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) All domestic listed companies shall amend their articles of association according to 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 CPA 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 the number of independent directors of a listed company fails to meet the requirements of the Guiding Opinions of the CSRC due to the fact that the independent directors do not meet the requirements of independence or are not suitable for performing their duties for other reasons, the listed company shall supplement the number of independent directors according to regulations.
(5) Independent directors and persons who intend to be independent directors shall attend the training organized by the China Securities Regulatory Commission and its authorized institutions in accordance with the requirements of the China Securities Regulatory Commission.
2. Executive Director
At least one member of the board of directors is an executive director, and the executive director has the responsibility to actively perform the functions of the board of directors or the designated functions and responsibilities.
If the company suffers economic losses due to the failure to fully and reasonably exercise the functions and powers of the board of directors, and the shareholders require the board of directors to bear the liability for compensation, and the division of responsibilities of a director is not clear at the time of the cause, all executive directors shall bear joint and several economic liabilities.
A limited liability company with a small number of shareholders may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager. The authority of the executive director is stipulated in the articles of association with reference to the provisions of the Company Law on the board of directors. Where a limited liability company does not have a board of directors, the executive director may also serve as the legal representative of the company.
3. Non-executive directors
As an independent non-executive director, your responsibility will be to supervise the management, participate in formulating the direction of the company's business and affairs, and express positive and objective opinions on the above and other issues faced by the board of directors. In performing your duties, one of the main duties is to ensure that the board of directors considers the interests of all shareholders, not just the interests of a faction or a group.
In some cases, there are exceptions. For example, in the case of acquisition, spin-off, other major transactions, stock repurchase or related party transactions, it is not convenient for one or more directors to perform their duties on the board of directors because of the conflict of roles in this matter, and it is necessary for the board of directors to form an independent team to perform their duties on their behalf.
In these cases, independent groups will generally protect those shareholders who only have the interests of shareholders and have no conflict of interests with this transaction.
Second, the differences in legal provisions:
1, independent director
(1) Being qualified as a director of a listed company according to laws, administrative regulations and other relevant provisions;
(2) Having the independence required by the guidance of the China Securities Regulatory Commission.
(3) Having basic knowledge of the operation of listed companies and being 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;
2. Executive Director
Article 50 of the Company Law of People's Republic of China (PRC) stipulates: "A limited liability company with a small number of shareholders may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager.
The functions and powers of the executive director shall be stipulated in the articles of association.
3. Non-executive directors
In August, 20001,China Securities Regulatory Commission issued "Guiding Opinions on Establishing Independent Director System in Listed Companies", which stipulated the meaning, independence standard, post qualifications, functions and obligations of independent directors.
Extended data:
Characteristics of independent directors:
Its most fundamental characteristics are independence and professionalism.
1. The so-called "independence" means that independent directors must be independent in terms of personality, economic interests, production procedures, and exercise of rights. , and is not restricted by the controlling shareholder and the management of the company.
1. Independent qualification.
2. Produce program independence. At present, most listed companies are state-owned enterprises, and their corporate governance structure itself has great problems.
For example, the absence of owner's representative, the problem of insider control, and the manipulation of shareholders' meeting by major shareholders. It is difficult to guarantee the independence of independent directors. Many independent directors are "human directors" brought or invited by company leaders or management, and their rights and responsibilities are unclear.
3. Economic independence. Economic independence cannot be understood only superficially. As long as independent directors work hard, fulfill their duties and bear corresponding legal responsibilities for their own mistakes, they should be paid corresponding to their obligations and responsibilities, and establish a reasonable incentive and restraint mechanism.
4. Independence of exercise. The role of independent directors in China's listed companies has not been fully exerted. The main reasons are: first, the proportion of independent directors in the board of directors of listed companies is too low; Second, there is no corresponding exercise institution in the corporate governance structure of listed companies.
Second, the so-called "professionalism" means that independent directors must have certain professional qualities and abilities, and can make independent judgments and express valuable opinions on directors, managers and related issues of the company based on their own professional knowledge and experience.
At present, the independent directors of enterprises in China are generally celebrities, who hold several positions. They only stay in listed companies for ten days a year, so it is difficult for them to have a comprehensive understanding of listed companies and express valuable opinions on this basis. Celebrities may not really understand business management, and they also lack the necessary legal and financial expertise.