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In order to further give full play to the positive role of independent directors in corporate governance and perfect the filing of qualification of independent directors, Shenzhen Stock Exchange (‘SZSE’) recently revised the Measures of Shenzhen Stock Exchange on Filing of Independent Directors (‘Filing Measures’). During the process of the revision, SZSE solicited opinions from listed companies and included related opinions into the revised version.
According to related officer of SZSE, the revised version mainly features by the following three aspects: firstly, it more strictly enforces related requirements for the qualification of independent directors. On one hand, it refines and implements related regulations issued by national ministries and commissions, one the other hand, it strengthens continuous supervision, for example, as for the circumstance that independent directors do not conform to the appropriate qualification after taking their positions, it clearly requires them to resign within one month and listed companies to complete the by-election within two months.
Secondly, it adds attention to and requirements for disclosure of past performance of independent director candidates, for example, as for circumstances that an independent director candidate, during his/her past office term, didn’t attend board meetings by person, or didn’t issue independent director opinions according to relevant regulations, or issue independent opinions that were proved to be in clear contradiction to the fact, or was dismissed from his/her post by listed company before his/her past office term, it requires related nominator to disclose detailed information of the candidate, reason for nominating the candidate, impact on the standard operation and corporate governance of listed companies and countermeasures.
Thirdly, under the background of refining requirements for qualification of independent director candidates and paying more attention to their past performance, it appropriately loosens the requirement for the time of gaining relevant qualification by independent director candidates, and expands the scope of independent director candidates with the major of accounting.
Related officer of SZSE emphasized that independent director system is an important part of corporate governance. The revised version further refines relevant requirements for the qualification and independence of independent directors, pays special attention to their past performance, makes sure the qualified person serve at the independent director position, and further consolidates the due diligence system foundation for independent directors. SZSE will continue to do well the work related to the filing of independent directors, and lead them to play more active roles in improving the standard operation and healthy development of listed companies.
