上市公司治理准则(中英)

tors is not in session, clear rules and principles for such authorization shall be stated in the articles of association of the listed company. The content of such authorization shall be clear and specific. All matters related to material interests of the company shall be submitted to the board of directors for collective decision.

　　(5) Independent Directors

　　49. A listed company shall introduce independent directors to its board of directors in accordance with relevant regulations. Independent directors shall be independent from the listed company that employs them and the company''s major shareholders. An independent director may not hold any other position apart from independent director in the listed company.

　　50. The independent directors shall bear the duties of good faith and due diligence toward the listed company and all the shareholders. They shall earnestly perform their duties in accordance with laws, regulations and the company''s articles of association, shall protect the overall interests of the company, and shall be especially concerned with protecting the interests of minority shareholders from being infringed. Independent directors shall carry out their duties independently and shall not subject themselves to the influence of the company''s major shareholders, actual controllers, or other entities or persons who are interested parties of the listed company.

　　51. Relevant laws and regulations shall be complied with for matters such as the qualifications, procedure of election and replacement, and duties of independent directors.

　　(6) Specialized Committees of the Board of Directors

　　52. The board of directors of a listed company may establish a corporate strategy committee, an audit committee, a nomination committee, a remuneration and appraisal committee and other special committees in accordance with the resolutions of the shareholders'' meetings. All committees shall be composed solely of directors. The audit committee, the nomination committee and the remuneration and appraisal committee shall be chaired by an independent director, and independent directors shall constitute the majority of the committees. At least one independent director from the audit committee shall be an accounting professional.

　　53. The main duties of the corporate strategy committee shall be to conduct research and make recommendations on the long-term strategic development plans and major investment decisions of the company.

　　54. The main duties of the audit committee are (1) to recommend the engagement or replacement of the company''s external auditing institutions; (2) to review the internal audit system and its execution; (3) to oversee the in

teraction between the company''s internal and external auditing institutions; (4) to inspect the company''s financial information and its disclosure; and (5) to monitor the company''s internal control system.

　　55. The main duties of the nomination committee are (1) to formulate standards and procedures for the election of directors and make recommendations; (2) to extensively seek qualified candidates for directorship and management; and (3) to review the candidates for directorship and management and make recommendations.

　　56. The main duties of the remuneration and appraisal committee are (1) to study the appraisal standard for directors and management personnel, to conduct appraisal and to make recommendations; and (2) to study and review the remuneration policies and schemes for directors and senior management personnel.

　　57. Each specialized committee may engage intermediary institutions to provide professional opinions, the relevant expenses to be borne by the company.

　　58. Each specialized committee shall be accountable to the board of directors. All proposals by specialized committees shall be submitted to the board of directors for review and approval.

　　Chapter 4. The Supervisors and the Supervisory Board

　　(1) Duties and Responsibilities of the Supervisory Board

　　59. The supervisory board of a listed company shall be accountable to all shareholders. The supervisory board shall supervise the corporate finance, the legitimacy of directors, managers and other senior management personnel''s performance of duties, and shall protect the company''s and the shareholders'' legal rights and interests.

　　60. Supervisors shall have the right to learn about the operating status of the listed company and shall have the corresponding obligation of confidentiality. The supervisory board may independently hire intermediary institutions to provide professional opinions.

　　61. A listed company shall adopt measures to ensure supervisors'' right to learn about company''s matters and shall provide necessary assistance to supervisors for their normal performance of duties. No one shall interfere with or obstruct supervisors'' work. A supervisor''s reasonable expenses necessary to perform their duties shall be borne by the listed company.

　　62. The record of the supervisory committee''s supervision as well as the results of financial or other specific investigations shall be used as an important basis for performance assessment of directors, managers and other senior management personnel.

　　63. The supervisory board may report directly to securities regulatory authorities and other related authorities as well as reporting to the board of directors and the shareholders'' meetings when the supervisory board learns of any violation of laws, regulations or the company''s articles of association by directors, managers or other senior management personnel.

　　(2) The Composition and Steering of the Supervisory Board

　　64. Supervisors shall have professional knowledge or work experience in such areas as law and accounting. The members and the structure of the supervisory board shall ensure its capability to independently and efficiently conduct its supervision of directors, managers and other senior management personnel and to supervise and examine the company''s financial matters.

　　65. A listed company shall formulate in its articles of association standardized rules and procedures governing the steering of the supervisory board. The supervisory board''s meetings shall be convened in strict compliance with the rules and procedures.

　　66. The supervisory board shall meet periodically and shall convene interim meetings in a timely manner when necessary. If for any reason a supervisory board meeting cannot be convened as scheduled, an explanation shall be publicly announced.

　　67. The supervisory board may ask directo

rs, managers and other senior management personnel, internal auditing personnel and external auditing personnel to attend the meetings of supervisory board and to answer the questions that the supervisory board is concerned with.

　　68. Minutes shall be drafted for the meetings of the supervisory board, which shall be signed by the supervisors that attended the meetings and the person who drafted the minutes. The supervisors shall have the right to request to record in the minutes explanatory notes to their statements in the meetings. Minutes of the meetings of the supervisory board shall be properly maintained and stored as important records of the company.

　　Chapter 5. Performance Assessments and Incentive and Disciplinary Systems

　　(1) Performance Assessment for Directors, Supervisors and Management Personnel

　　69. A listed company shall establish fair and transparent standards and procedures for the assessment of the performance of directors, supervisors and management personnel.

　　70. The evaluation of the directors and management personnel shall be conducted by the board of directors or by the remuneration and appraisal committee of the board of directors. The evaluation of the performance of independent directors and supervisors shall be conducted through a combination of self-review and peer review.

　　71. The board of directors shall propose a scheme for the amount and method of compensation for directors to the shareholders'' meeting for approval. When the board of directors or the remuneration and appraisal committee reviews the performance of or discusses the compensation for a certain director, such director shall withdraw.

　　72. The board of directors and the supervisory board shall report to the shareholder meetings the performance of the directors and the supervisors, the results of the assessment of their work and their compensation, and shall disclose such information.

　　(2) Selection of Management Personnel

　　73. The recruiting of management personnel of a listed company shall be conducted in strict observation with relevant laws and regulations and the company''s articles of association. No institution or individual shall interfere with a listed company''s normal recruiting procedure for management personnel.

　　74. The recruiting of management personnel of a listed company shall, to the extent possible, be carried out in a fair and transparent manner, through domestic and international markets for professional management, making full use of intermediary agencies.

　　75. Employment agreements shall be entered into by a listed company and its management personnel to clarify each party''s rights and obligations.

　　76. The appointment and removal of managers shall be in compliance with legal procedure and shall be publicly announced.

　　(3) Incentive and Disciplinary Systems for Management

　　77. To attract qualified personnel and to maintain the stability of management, a listed company shall establish rewarding systems that l

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