Independent directors are also known as outside directors, non-executive directors or non-operating directors. Compared with other members of the board of directors, the most important feature of independent directors is their independence, independent of the listed company and its management. The introduction of a certain number of independent directors in the board of directors can help the company to make decisions from an independent point of view when certain directors and companies have a conflict of interest.
The "Guidance Opinion on Establishing an Independent Director System in Listed Companies" promulgated by the China Insurance Regulatory Commission on August 16, 2001 stipulates that an independent director of a listed company refers to a company that does not hold other positions other than directors and is engaged with listed companies. Its major shareholders do not have directors that may hinder their independent and objective judgments. The "opinions" stipulates that independent directors shall have integrity and diligence obligations to listed companies and all shareholders. Independent directors should earnestly perform their duties in accordance with relevant laws and regulations, this guidance, and the company’s articles of association, and safeguard the company’s overall interests. In particular, they should focus on the legal rights and interests of small and medium-sized shareholders. Independent directors shall perform their duties independently and shall not be affected by the major shareholders, actual controllers of listed companies, or other entities or individuals that have a stake in the listed company. Independent directors, in principle, concurrently hold independent directors as five listed companies and ensure that they have sufficient time and energy to effectively perform the duties of independent directors.
The "Governance Guidelines for Listed Companies" stipulates that directors, supervisors and managers who violate the provisions of laws, administrative regulations or the company's articles of association when performing their duties, and who cause damage to the company, shall bear the liability for compensation. Shareholders have the right to require the company to file lawsuits for compensation.
The "Guidance Opinion on Establishing an Independent Director System in Listed Companies" promulgated by the China Insurance Regulatory Commission on August 16, 2001 stipulates that an independent director of a listed company refers to a company that does not hold other positions other than directors and is engaged with listed companies. Its major shareholders do not have directors that may hinder their independent and objective judgments. The "opinions" stipulates that independent directors shall have integrity and diligence obligations to listed companies and all shareholders. Independent directors should earnestly perform their duties in accordance with relevant laws and regulations, this guidance, and the company’s articles of association, and safeguard the company’s overall interests. In particular, they should focus on the legal rights and interests of small and medium-sized shareholders. Independent directors shall perform their duties independently and shall not be affected by the major shareholders, actual controllers of listed companies, or other entities or individuals that have a stake in the listed company. Independent directors, in principle, concurrently hold independent directors as five listed companies and ensure that they have sufficient time and energy to effectively perform the duties of independent directors.
The "Governance Guidelines for Listed Companies" stipulates that directors, supervisors and managers who violate the provisions of laws, administrative regulations or the company's articles of association when performing their duties, and who cause damage to the company, shall bear the liability for compensation. Shareholders have the right to require the company to file lawsuits for compensation.
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