Shenzhen Stock Exchange, Measures on the Record Filing of Independent Directors (2011 Revision)
深圳证券交易所独立董事备案办法 (2011年修订)
February 07, 2012 | BY
clpstaff &clp articles &Shenzhen Stock Exchange gives definite qualification requirements for independent directors.
Interpreting authority: Shenzhen Stock Exchange (Stock Exchange)
Main contents: Candidates for independent directors shall possess basic knowledge of the operation of listed companies, be familiar with the relevant laws, administrative regulations, departmental rules and normative documents, have five or more years' experience in law, economics, finance and management, or other work experience required to perform the duties and responsibilities of an independent director, and have obtained the qualification certificate of independent directors recognised by the Stock Exchange (Article 5).
Persons in any of the following circumstances may not be nominated as a candidate for independent director of a listed company:
(i) holding a position at the listed company or a subsidiary thereof, or being a lineal relative or main social relation thereof;
(ii) being a natural person shareholder who directly or indirectly holds 1% or more of the listed company's issued shares or who is among the top 10 shareholders of the listed company, or a lineal relative thereof;
(iii) holding a position at an entity that directly or indirectly holds 5% or more of the listed company's issued shares or that is among the top five shareholders of the listed company, or being a lineal relative thereof;
(iv) holding a position at the controlling shareholder or de facto controller of the listed company, or a subsidiary thereof, or being a lineal relative thereof;
(v) providing financial, legal or consultancy services to the listed company or its controlling shareholder, or their respective subsidiary, including but not limited to any project member, audit personnel at all levels, personnel who signs on the report, partner and main responsible person of the intermediary institution that provides the said services;
(vi) holding a position at an entity that has major business transactions with the listed company or its controlling shareholder or de facto controller, or their respective subsidiary, or at the controlling shareholder of the entity that has major business transactions with the aforementioned parties (Article 7).
Where a person has been holding the position of independent director for a listed company for six consecutive years, it may not be nominated as a candidate for independent director for the listed company within one year of the occurrence thereof (Article 8). The Stock Exchange shall, within five trading days of public announcement on the information of an independent director, take into consideration the feedback on the announcement and conduct a review of the record filing on the qualifications and independence of the candidate for independent director (Article 15).
Related legislation: PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21; and Guiding Opinion on Establishment of Independent Director Systems by Listed Companies, Aug 16 2001, CLP 2001 No.8 p.5
Repealed legislation: Shenzhen Stock Exchange, Measures on the Record Filing of Independent Directors, Dec 30 2008
clp reference:2300/11.12.20/SZpromulgated:2011-12-20effective:2011-12-20This premium content is reserved for
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