To further implement the filing of qualifications for listed companies' independent directors and bring into full play the independent directors' functions, according to the "Guidance for Listed Companies on Establishment of Independent Directors System" by the China Securities Regulatory Commission (CSRC) and the "SSE Stock Listing Rules (Amendment in 2008)", the Shanghai Stock Exchange (SSE) hereby publicizes matters concerning the filing of qualifications for listed companies' independent directors.
- The SSE will pay attention to the following situations of the independent director candidate whose qualification and independence shall conform to the relevant laws, regulations and regulatory documents:
- Having failed to attend the directorate meeting in person during his or her service as independent director;
- The independent opinions voiced during his or her service as independent director but found inconsistent with the facts;
- Having served as director (independent director) or senior manager in more than 5 companies;
- The intermediary that he or she works for has provided such services as finance, law and consultancy for the listed company and its controlling shareholders in the last one year;
- Having been condemned publicly or criticized in an SSE circular twice or more in the last three years;
- Having been under the administrative penalty by the CSRC or other relevant authorities in the last three years; and
- Other situations affecting the independent director to perform his or her duties faithfully, diligently and independently.
The nominator of an independent director shall verify whether the candidate has the above situations and give explanations accordingly.
- Any candidate for independent director shall obtain the qualification certificate according to the CSRC's "Notice on 'Guidance for Training Listed Companies' Senior Managers' and Relevant Detailed Implementation Rules".
- Upon a listed company's announcement concerning the date of a shareholders' meeting to elect independent directors, its directorate secretary shall provide online information of the candidates in the "Section of Listed Companies" on the SSE website, and submit, by express delivery, fax or other means, the "Declaration by the Nominator", the "Declaration by the Candidate" and the "Resume of Independent Director" to the SSE. The directorate shall ensure the submitted material by fax in consistent with the original copy.
If the directorate dissents from any candidate for independent director, it shall simultaneously submit the written opinions of the directorate to the SSE. - A listed company shall, within 3 trading days after disclosing the materials of the candidates for independent directors, publicize the candidates' situations to the public via certain channel and faithfully report all feedbacks and materials to the SSE.
- The SSE shall, within 5 trading days after receiving the aforesaid materials, examine the qualifications and independence of the candidates for independent directors.
During the SSE's filing examination, a listed company's directorate, the candidates and nominators for independent directors shall faithfully answer the SSE's inquiries within the prescribed time and submit in time the supplementary materials as required by the SSE. - If the SSE has no dissent from the candidates for independent directors after the 5 trading days, a listed company may hold a shareholders' meeting as scheduled to elect independent directors.
The directorate shall explain at the shareholders' meeting the related situations for any candidate that the SSE dissents from and cancel the proposal of reporting him or her to the shareholders' meeting as the candidate for election. - In case of any situation same as Items 1 to 4 of Article 1 during the tenure of an independent director, the listed company's directorate shall report to the SSE in time; in case of any situation affecting the independence of an independent director and same as Items 5 to 6 of Article 1, the directorate shall hold a shareholders' meeting in time and propose changing the independent director.
- The Notice will take effect as of the issuance day, nullifying the "Notice on the Filing of Qualifications for Listed Companies' Independent Directors" issued by the SSE in 2004.