I am very glad to have the opportunity to attend the 16th training course for independent directors of listed companies, which is authorized by China Securities Regulatory Commission, sponsored by Shanghai Stock Exchange and undertaken by Shanghai National Accounting Institute. Fortunately, I have the opportunity to consult, exchange and learn from the leaders and teachers of China Securities Regulatory Commission, Shanghai Stock Exchange and Shanghai National Accounting Institute. After four days of closed training and assessment, I felt a lot and benefited a lot.
As a full-time lawyer, although I haven't served as an independent director of a listed company. However, based on more than ten years of legal practice, especially the research and handling of relevant legal norms and affairs of listed companies in recent years, especially through the training of independent directors of the company, from my personal point of view, to become a qualified independent director, we must do the following work:
Let's talk about politics first. We should establish a correct political concept and stand, resolutely support the leadership of China Producers' Party, and maintain a high degree of consistency with the CPC Central Committee and the State Council. Under the correct leadership of the CPC Central Committee and the State Council, the China Securities Regulatory Commission and relevant departments have steadily promoted the market reform in capital security and achieved remarkable results. Practice has proved that only by adhering to the Party's leadership, line, principles and policies can we not deviate from the correct development direction and truly understand and abide by the independent director system with China characteristics. This is the political prerequisite for every incumbent to become a qualified independent director.
Second, obey the law. We must strictly abide by national laws and regulations, departmental rules and industry normative documents. It is the basic principle of a society ruled by law that there are laws to follow, laws to be followed, law enforcement to be strict and violators to be prosecuted. Under the organization and promotion of the CSRC and relevant departments, after more than ten years of legislative work, a perfect system of laws, regulations, departmental rules and industry normative documents has been established, which has been effectively implemented under the leadership and supervision of the CSRC and relevant competent departments and achieved good management results. Among them, the norms of the independent director system are constantly being clarified and refined. In particular, the "Guidelines for Independent Directors' Conduct" recently drafted by the Supervision Department of Listed Companies of China Securities Association and the Administrative Punishment Committee is expected to become the most detailed performance guidelines in the management system of independent directors. As an independent director, we must strictly abide by the above-mentioned relevant laws and regulations, departmental rules and industry normative documents in order to ensure the legitimacy of independent directors' performance of their duties.
Third, study hard. We should strengthen our study, constantly improve our knowledge structure, and keep up with the pace of industry reform and development through knowledge updating. To become a truly qualified independent director, we need to have a comprehensive knowledge structure system, including accounting, law, evaluation, finance, management, market and other aspects of knowledge. As a legal worker, besides legal knowledge, there is a lack of other knowledge, such as accounting, which may become an obstacle to becoming an independent director in the future. Moreover, with the deepening of the industry reform process and the continuous work of changing and abolishing the original industry norms, the old knowledge content will also be modified and replaced. Therefore, we should constantly improve and update our knowledge system, participate in on-the-job training and follow-up training according to the requirements of administrative departments, and at the same time strengthen self-learning to keep up with the pace of industry reform and development.
Fourth, do your duty. Independent directors have the obligation of honesty and diligence to the company and all shareholders, and should conscientiously perform their duties in accordance with the requirements of relevant laws and regulations, departmental rules and regulatory documents and the Articles of Association, and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders. In addition to the general functions and powers of company directors, the law also endows independent directors with special functions and powers different from directors, such as the right to examine and approve major related party transactions, the right to propose an extraordinary shareholders' meeting, a board meeting or a closed meeting of independent directors, the right to solicit voting rights from shareholders before the shareholders' meeting, the right to express independent opinions on major related party transactions, external guarantee, nomination of directors and supervisors, and the right to require the relevant personnel of the company to cooperate and the company to bear the relevant performance expenses. The purpose of giving these rights to independent directors is to ensure that independent directors can effectively perform their duties and realize their unique supervision and management functions. If independent directors don't perform their duties, and even don't know where their functions and powers are, naturally they can't play their supervisory role.
Fifth, maintain independence. Independence is the core and soul of the independent director system. If independence is lost, the foundation for the establishment and existence of the independent director system will no longer exist, and the legislative purpose of establishing independent directors will not be realized. The independence of independent directors should be reflected in at least two aspects: First, the independence of independent directors in the post selection mechanism should be maintained. At present, a large part of the company's independent directors are recommended and nominated by the board of directors, controlling shareholders and other major shareholders, and the independence of independent directors is difficult to guarantee; Second, we must maintain the independence of independent directors during their tenure. Some independent directors are relatively independent, but after getting along with the internal directors for a long time, their independence gradually loses. Therefore, as an independent director, he must be clear-headed, always remain independent during his tenure, and play his due role in the company's operation and management in accordance with the duties prescribed by law.
Sixth, promote harmony. The management goal of the company's board of directors is to increase wealth for the company and create more value for shareholders, including minority shareholders. As a member of the company's board of directors, the goals of independent directors must be consistent with the board of directors. Under the background of building a harmonious society, the internal management of the company should also be full of harmonious factors. If we blindly pursue extreme "independence" or even use the rights conferred by law to deliberately oppose the board of directors, the result will not only fail to safeguard the rights of shareholders, especially small and medium shareholders, but also increase the management cost of the company and harm the interests of the company and even shareholders. This also violates the legislative intent of the independent director system. Therefore, on the basis of adhering to the legal principles, independent directors should have moderate flexibility and learn to communicate, so as to promote the harmony within the company's board of directors, so as to better achieve the company's business objectives and complete the duties of independent directors.