China Securities Regulatory Commission and State Economic and Trade Commission, Listed Company Governance Guidelines

Issued: January 7 2002
Effective: as of date of issue
Applicability: The Guidelines apply to listed companies in the PRC.

Main contents: The Guidelines set out the basic principles of listed company governance, the manner by which the rights of investors are protected and the basic code of conduct and professional ethics for senior managerial personnel of listed companies. The Guidelines have 95 articles. Part One concerns the rights of shareholders, regulation of shareholders?meetings and affiliated transactions. Part Two addresses the relations between listed companies and their controlling shareholders. Part Three deals with directors and the board of directors, including the rules of board meetings and the system of independent directors. Part Four is related to supervisors and the board of supervisors. Part Five contains provisions of mechanisms for management performance evaluation and for incentives and control. Part Six concerns interested parties, including creditors, consumers, suppliers and communities. Part Seven is a set of requirements regarding information disclosure and transparency, including the disclosure of information on corporate governance.
Related legislation: PRC, Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p21 and PRC, Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p31