CSRC Releases Administrative Measures for Independent Directors of Listed Companies
On August 7, 2023, the China Securities Regulatory Commission (CSRC) released the Administrative Measures for Independent Directors of Listed Companies (the "Measures"), with effect from September 4, 2023.
The Measures mainly involve: (1) clarifying the appointment qualifications and procedures for independent directors; (2) standardizing the job duties and performance methods for independent directors; (3) proposing guarantee measures for their job performance; (4) clarifying legal liability; and (5) setting forth the arrangements for transition period. Among others, The Measures improve the selection and appointment rules, optimize the selection and appointment mechanism of independent directors ranging from nomination, qualification review, election, continuous management, to dismissal, and establish a nomination avoidance mechanism and a qualification certification system. Meanwhile, the Measures specify that an independent director may only take up the position of independent director in at most three domestic listed companies in principle, requiring them to supervise potential major conflicts of interest through such platforms as special meeting of independent directors and special committee of the board of directors. They are also required to work at the listed companies on site for no less than 15 days each year and prepare work records.
(Source: China Securities Regulatory Commission)