CSRC Consults Public on Measures for the Management of Independent Directors of Listed Companies

On April 14, 2023, the China Securities Regulatory Commission (“CSRC”) released the Measures for the Management of Independent Directors of Listed Companies (Exposure Draft). The Draft is open for public comments until May 14, 2023, for the purpose of implementing the Guidelines of the General Offices of the State Council on the Reform of the System for Independent Directors of Listed Companies.

The Measures consist of 47 articles in six chapters, the main contents are as follows: selection, appointment and removal of independent directors, duties and performance methods of independent directors, guarantees for performance of the duties, supervision and administration and legal liability. In terms of matters subject to the supervision and administration, it highlighted the potential conflicts of interest between a listed company and its controlling shareholders, actual controllers, directors, and senior officers. The Measures also clarified the methods for performance of duties, and established and improved the mechanism for listed companies to set up their special committees for the board of directors and hold the special meetings of independent directors, for which it has provided a one-year transition period. Listed companies should revise their articles of association and relevant internal systems in accordance with the requirements of the Measures.