上市公司治理准则(中英)

ink the compensation for management personnel to the company''s performance and to the individual''s work performance.

　　78. The performance assessment for management personnel shall become a basis for determining the compensation and other rewarding arrangements for the person reviewed.

　　79. The results of the performance assessment shall be approved by the board of directors, explained at the shareholders'' meetings and disclosed.

　　80. A listed company shall specify management personnel''s duties and responsibilities in its articles of association. If management personnel violate laws, regulations or the company''s articles of association and cause damages to the company, the board of directors of the company shall actively investigate and pursue such personnel''s legal liabilities.

　　Chapter 6. Stakeholders

　　81. A listed company shall res

pect the legal rights of banks and other creditors, employees, consumers, suppliers, the community and other stakeholders.

　　82. A listed company shall actively cooperate with its stakeholders and jointly advance the company''s sustained and healthy development.

　　83. A company shall provide the necessary means to ensure the legal rights of stakeholders. Stakeholders shall have opportunities and channels for redress for infringement of rights.

　　84. A company shall provide necessary information to banks and other creditors to enable them to make judgments and decisions about the company''s operating and financial situation.

　　85. A company shall encourage employees'' feedback regarding the company''s operating and financial situations and important decisions affecting employee''s benefits through direct communications with the board of directors, the supervisory board and the management personnel.

　　86. While maintaining the listed company''s development and maximizing the benefits of shareholders, the company shall be concerned with the welfare, environmental protection and public interests of the community in which it resides, and shall pay attention to the company''s social responsibilities.

　　Chapter 7. Information Disclosure and Transparency

　　(1) Listed Companies'' Ongoing Information Disclosure

　　87. Information disclosure is an ongoing responsibility of listed companies. A listed company shall truthfully, accurately, completely and timely disclose information as required by laws, regulations and the company''s articles of association.

　　88. In addition to disclosing mandatory information, a company shall also voluntarily and timely disclose all other information that may have a material effect on the decisions of shareholders and stakeholders, and shall ensure equal access to information for all shareholders.

　　89. Disclosed information by a listed company shall be easily comprehensible. Companies shall ensure economical, convenient and speedy access to information through various means (such as the Internet).

　　90. The secretary of the board of directors shall be in charge of information disclosure, including formulating rules for information disclosure, receiving visits, providing consultation, contacting shareholders and providing publicly disclosed information about the company to investors. The board of directors and the management shall actively support the secretary''s work. No institutions or individuals shall interfere with the secretary''s work.

　　(2) Disclosure of Information Regarding Corporate Governance

　　91. A listed company shall disclose information regarding its corporate governance in accordance with laws, regulations and other relevant rules, including but not limited to: (1) the members and structure of the board of directors and the supervisory board; (2) the performance and evaluation of the board of directors and the supervisory board; (3) the performance and evaluation of the independent directors, including their attendance at board of directors'' meetings, their issuance of independent opinions and their opinions regarding related party transactions and appointment and removal of directors and senior management personnel; (4) the composition and work of the specialized committees of the board of directors; (5) the actual state of corporate governance of the company, the gap between the company''s corporate governance and the Code, and the reasons for the gap; and (6) specific plans and measures to improve corporate governance.

　　(3) Disclosure of Controlling Shareholder''s Interests

　　92. A company shall timely disclose detailed information about each shareholder who owns a comparatively large percentage of shares of the company, the shareholders who actually control the company when acting in concert and the company''s actual controllers in accordance with relevant regulati

ons.

　　93. A listed company shall learn about and disclose in a timely manner, changes in the shareholding of the company and other important matters that may cause changes in the shareholding of the company.

　　94. When controlling shareholders increase or decrease their shareholding or pledge the company''s shares, or when the actual control of the company transfers, the company and its controlling shareholders shall timely and accurately disclose relevant information to all shareholders.

　　Chapter 8. Supplementary Article

　　95. This Code shall come into effect on the date of issuance

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