How to determine the remuneration of board members?

Board members generally receive only a little allowance. If there is no specific salary, the general board of directors can make a resolution. There is no clear stipulation in the company law. Many directors seem to have high salaries, usually because they hold part-time executive positions, or because they are paid in shareholder units.

A director is a person with actual power and authority who is democratically elected by the company's shareholders (general meeting) or employees. They are the main force of the company's internal governance, managing the company's affairs internally and conducting economic activities on behalf of the company externally.

Listed companies will also set up independent directors. An independent director 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.

Extended data:

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.

All domestic listed companies shall, in accordance with the requirements of the Guiding Opinions, amend the articles of association 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 30th, there should be at least two independent directors in the board of directors; Before 2002, at least one third of the board members of listed companies must be independent directors.

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