Please enable JavaScript.
Coggle requires JavaScript to display documents.
Corporate Governance in The Asia-Pacific (China) (Shareholders and…
Corporate Governance in The Asia-Pacific (China)
Key characteristics
Legal system - Civil law
Board structure - Dual
Predominant ownership structure - State
Important aspect - Influence of Communist Party
Main business form - State-owned enterprises, joint stock companies
Shareholders and shareholders's meetings
company should ensure that all shareholders are treated fairly, especially minority shareholders.
Shareholders should have equal rights and if their rights are infringed, then they should have redress through legal action
Directors, supervisors and managers will be liable to pay compensation if they breach laws and regulations.
Companies should establish communication channels with shareholders
Shareholders should be informed of significant matters that affect the company
Shareholders should be notified in good time of a shareholders' meeting
Electronic communications may be used to help increase the number of shareholders participating
Shareholders may vote in person or may appoint proxy to vote on the behalf
Listed company and its controlling shareholders
Non-operational institutions and welfare institutions will not be transferred to the listed company, but may continue to provide services to the listed company in the capacity of a separate company based on commercial principles.
The controlling shareholders should not act in a way that is detrimental to the listed company's or shareholder's legal rights and interests by adversely restructuring assets or otherwise taking advantage of their position
Controlling shareholders initially nominate the candidates for directors and supervisors on the basis of their professional skills, knowledge and experience
The shareholders' meeting or the BoD will approve appointments as appropriate
Listed company
should be able to act independently of the controlling shareholders, inc its personnel
The financial and accounting management systems should be independent from the controlling shareholders
BoD and supervisory committee should operate in an independent manner
Directors and BoD
Directors
attend appropriate training sessions to familiarize themselves with their directorial duties and responsibilities
be suitably qualified with appropriate skills and knowledge
should 'faithfully, honesty, and diligently perform their duties for the best interests of the company and all shareholders'
devote adequate time to their role as directors and to attending board meetings
BoD
meet periodically and have a pre-set agenda, with timely and clear information about the agenda items being sent to all the directors
if 2 or more independent directors feel the information is unclear, they may apply to postpone the meeting
Independent directors
should be independent of the company and its major shareholders.
act in good faith and perform their duties diligently
protect the overall interests of the company
concerned with protecting the interests of minority shareholders from being infringed
Supervisors and supervisory board
should comprise individuals with 'professional knowledge or work experience in such areas as law and accounting'
members need to be able to supervise effectively the directors and managers
to examine knowledgeably the company's financial matters
accountable to shareholders and its duties include;
protecting the company's and shareholders legal rights and interests
overseeing the directors' and managers' performance
supervising corporate finance
should be provided with appropriate information to enable them to do their job effectively
Performance assessments and incentive and disciplinary systems
Directors, supervisors and management's performance should be assessed through a fair and transparent procedure
Directors and management being evaluated by the BoD or by the remuneration
Independent directors and supervisors should be evaluated by a combination of self-assessment and peer review
Performance and compensation of the directors and supervisors should be reported to the shareholders' meeting
Stakeholders
'while maintaining the listed company's development and maximizing the benefits of shareholders, the company shall be concerned with the welfare, environmental protection and public interests of the community
company should respect the legal rights of the various stakeholder groups
provide them with information as appropriate
employee are encouraged to provide feedback on various issues
Information and disclosure and transparency
company should disclose other information that may impact on the decisions of shareholders or stakeholders
same access to information should be avail to all shareholders
There should be specific disclosures relating to the company's CG
company should make disclosure about its state of Cg and reasons why it may differ from the Code
company should disclose information relating to the shareholding distribution in the company