上市公司治理准则(中英)

s or the board of directors.

　　21. The important decisions of a listed company shall be made through a shareholders'' meeting or board of directors'' meeting in accordance with law. The controlling shareholders shall not directly or indirectly interfere with the company''s decisions or business activities conducted in accordance with laws; nor shall they impair the listed company''s or other shareholders'' rights and interests.

　　(2) Independence of Listed Company

　　22. A listed company shall be separated from its controlling shareholders in such aspects as personnel, ass

ets and financial affairs, shall be independent in institution and business, shall practice independent business accounting, and shall independently bear risks and obligations.

　　23. The personnel of a listed company shall be independent from the controlling shareholders. The management, financial officers, sales officers and secretary of the board of directors of the listed company shall not take posts other than as a director in a controlling shareholder''s entities. In the case where a member of a controlling shareholder''s senior management concurrently holds the position of director of the listed company, such member shall ensure adequate time and energy to perform the work for the listed company.

　　24. The assets invested by a controlling shareholder in a listed company shall be independent, complete and with clear indication of ownership. Where controlling shareholders invest non-cash assets into a listed company, ownership transfer procedures shall be completed and explicit boundaries for such assets shall be clarified. The listed company shall independently register such assets, independently set up account for such assets, and independently carry out business accounting and management for such assets. The controlling shareholders shall not misappropriate or control such assets or interfere with the listed company''s management of such assets.

　　25. A listed company shall establish sound financial and accounting management systems in accordance with laws and regulations and shall conduct independent business accounting. Controlling shareholders shall respect the financial independence of the company and shall not interfere with the financial and accounting activities of the company.

　　26. The board of directors, the supervisory committee and other internal offices of a listed company shall operate in an independent manner. There shall be no subordination relationship between, on the one hand, a listed company or its internal offices and, on the other hand, the company''s controlling shareholders or their internal offices, and the latter shall not give plans or instructions concerning the listed company''s business operation to the former, nor shall the latter interfere with the independent operation of the former in any other manner.

　　27. A listed company''s business shall be completely independent from that of its controlling shareholders. Controlling shareholders and their subsidiaries shall not engage in the same or similar business as that of the listed company. Controlling shareholders shall adopt efficient measures to avoid competition with the listed company.

　　Chapter 3. Directors and Board of Directors

　　(1) Election Procedures for Directors

　　28. A company shall establish a standardized and transparent procedure for director election in its articles of association, so as to ensure the openness, fairness, impartialness and independence of the election.

　　29. Detailed information regarding the candidates for directorship shall be disclosed prior to the convening of the shareholders'' meeting to ensure adequate understanding of the candidates by the shareholders at the time of voting.

　　30. Candidates for directorship shall give written undertakings to accept their nomination, to warrant the truthfulness and completeness of the candidate''s information that has been publicly disclosed and to promise to earnestly perform their duties once elected.

　　31. The election of directors shall fully reflect the opinions of minority shareholders. A cumulative voting system shall be earnestly advanced in shareholders'' meetings for the election of directors. Listed companies that are more than 30% owned by controlling shareholders shall adopt a cumulative voting system, and the companies that do adopt such a system shall stipulate the implementing rules for such cumulative voting system in their articles of association.

　　32. A

ppointment agreements shall be entered into by a listed company and its directors to clarify such matters as the rights and obligations between the company and the director, the term of the directorship, the director''s liabilities in case of breach of laws, regulations or articles of association, and the compensation from the company in case of early termination of the appointment agreement for cause by the company.

　　(2) The Duties and Responsibilities of Directors

　　33. Directors shall faithfully, honestly and diligently perform their duties for the best interests of the company and all the shareholders.

　　34. Directors shall ensure adequate time and energy for the performance of their duties.

　　35. Directors shall attend the board of directors meetings in a diligent and responsible manner, and shall express their clear opinion on the topics discussed. When unable to attend a board of directors meeting, a director may authorize another director in writing to vote on his behalf and the director who makes such authorization shall be responsible for the vote.

　　36. The board of directors shall abide by relevant laws, regulations, rules and the company''s articles of association, and shall strictly fulfill the undertakings they made publicly.

　　37. Directors shall earnestly attend relevant trainings to learn about the rights, obligations and duties of a director, to familiarize themselves with relevant laws and regulations and to master relevant knowledge necessary for acting as directors.

　　38. In cases where the resolutions of board of directors violate laws or regulations or a listed company''s articles of association and cause losses to the listed company, directors responsible for making such resolutions shall be liable for compensation, except those proved to have objected and the objections of whom have been recorded in the minutes.

　　39. After approval by the shareholders'' meeting, a listed company may purchase liability insurance for directors. Such insurance shall not cover the liabilities arising in connection with directors'' violation of laws, regulations or the company''s articles of association.

　　(3) Duties and Composition of the Board of Directors

　　40. The number of directors and the structure of the board of directors shall be in compliance with laws and regulations and shall ensure the effective discussion and efficient, timely and prudent decision-making process of the board of directors.

　　41. The board of directors shall possess proper professional background. The directors shall possess adequate knowledge, skill and quality to perform their duties.

　　42. The board of directors shall be made accountable to shareholders. A listed company''s corporate governance framework shall ensure that the board of directors can exercise its power in accordance with laws, administrative regulations and the company''s articles of association.

　　43. The board of directors shall earnestly perform its duties as stipulated by laws, regulations and the company''s articles of association, shall ensure that the company complies with laws, regulations and its articles of association, shall treat all the shareholders equally and shall be concerned with the interests of stakeholders.

　　(4) Rules and Procedure of the Board of Directors

　　44. A listed company shall formulate rules of procedure for its board of directors in its articles of association to ensure the board of directors'' efficient function and rational decisions.

　　45. The board of directors shall meet periodically and shall convene interim meetings in a timely manner when necessary. Each board of directors'' meeting shall have a pre-decided agenda.

　　46. The meetings of the board of directors of a listed company shall be conducted in strict compliance with prescribed procedures. The board of directors shall send notice to all directo

rs in advance, at the stipulated time, and shall provide sufficient materials, including relevant background materials for the items on the agenda and other information and data that may assist the directors in their understanding of the company''s business development. When two or more independent directors deem the materials inadequate or unclear, they may jointly submit a written request to postpone the meeting or to postpone the discussion of the related matter, which shall be granted by the board of directors.

　　47. The minutes of the board of directors'' meetings shall be complete and accurate. The secretary of the board of directors shall carefully organize the minutes and the records of discussed matters. Directors that have attended the meetings and the person who drafted the minutes shall sign the minutes. The minutes of the board of directors'' meetings shall be properly maintained and stored as important records of the company, and may be used as an important basis for clarifying responsibilities of individual directors in the future.

　　48. In the case of authorization to the chairman of the board of directors to exercise part of the board of directors'' power of office when the board of direc

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