source: China Securities Journal
2021-12-04 14:21
Wang Jianjun stated that the China Securities Regulatory Commission will take the protection of the legitimate rights and interests of investors as the starting point and end point of its supervision work, actively promote the normalization of representative litigation, and continuously improve appropriate management, publicly solicit shareholder rights, and online disputes and disputes. Protection system.
On December 4, Wang Jianjun, Vice Chairman of the China Securities Regulatory Commission, publicly responded to the reform of the independent director system at the 18th Global Annual Meeting of the International Financial Forum. He said that the China Securities Regulatory Commission attaches great importance to the opinions and suggestions of all parties in the market to improve the independent director system. It has organized a special force to conduct research and will fully listen to the opinions of all parties, actively communicate with relevant departments, promote system improvement, and further clarify the rights of independent directors. Responsibility boundaries, strengthen performance guarantees, improve accountability mechanisms, support and urge independent directors to fulfill their duties of honesty and diligence, and strive to form an institutional environment and a good ecology in which all parties are responsible and effective in market constraints.
This is the first time that Wang Jianjun has given a public speech after assuming the post of vice chairman of the China Securities Regulatory Commission. He said that in the next step, the China Securities Regulatory Commission will thoroughly implement the spirit of the Sixth Plenary Session of the 19th Central Committee, adhere to the regulatory concept of respecting the market, respecting the rule of law, respecting professionalism, respecting risks, and exerting joint efforts, and taking the protection of the legitimate rights and interests of investors as the starting point of regulatory work. We will actively promote the normalization of representative litigation, and continuously improve various investor protection systems such as suitability management, publicly soliciting shareholder rights, and online dispute mediation and docking, so as to effectively enhance investors’ sense of acquisition and security, and promote comprehensive implementation. The reform of the registration system creates a good environment and conditions, and strives to create a standardized, transparent, open, dynamic and resilient capital market.
Can the legitimate rights and interests of small and medium investors be protected? It is a key criterion to measure the success of the registration system reform
On the 4th, Wang Jianjun delivered a speech on the topic of “Strengthening Investor Protection and Building a Foundation for the Reform of the Registration System”. He emphasized that strengthening investor protection is the foundation of the registration system reform.
From the perspective of the basic connotation of the registration system, the reform of the registration system takes information disclosure as the core, and requires issuers to disclose information truthfully, accurately and completely based on the needs of investors. While doing a good job of pre-examination and entry control, more attention is paid to in-process supervision and post-incident investigation and punishment. It is necessary to urge market entities to return to their positions and perform their duties, but also to ensure that investors exercise their rights and protect their rights in accordance with the law.
From the perspective of international best practices, the implementation of the overseas market registration system is accompanied by a series of investor protection systems and mechanisms, such as the class action lawsuit in the United States, the fair fund system, and the Hong Kong order repurchase system, forming a capital market for financial fraud. The powerful deterrence of “cancer”.
From the perspective of Chinese characteristics and development stage characteristics, my country has the world‘s largest investor group with the most active transactions, which currently exceeds 190 million, of which 97% are small and medium investors with a stock market value of less than 500,000 yuan. Whether or not the legitimate rights and interests of the majority of small and medium investors can be protected is a key criterion for judging the success of the registration system reform.
Wang Jianjun emphasized that without strict investor protection, there would be no stable and far-reaching reform of the registration system. The China Securities Regulatory Commission is actively exploring the establishment of a sound investor protection basic system that adapts to the registration system reform, and promotes major breakthroughs in the construction of the rule of law in the capital market. It has successively promoted the creation of a special chapter on “Investor Protection” in the new “Securities Law”, promoted the introduction of the “Criminal Law Amendment (11)” and “Opinions on Strictly Cracking Down on Illegal Securities Activities in accordance with the Law”, etc. In particular, the special representative litigation system for securities disputes participated by investor protection agencies is an important basic institutional innovation with Chinese characteristics. On November 12 this year, the Guangzhou Intermediate People’s Court ruled that Kangmei Pharmaceutical and related responsible persons compensated 52,000 investors with 2.459 billion yuan, marking the successful implementation of the special representative litigation system in my country’s capital market.
False statement, fraudulent issuance Gone are the times when illegal costs were too low
“The judgment of the Kangmei Special Representative’s litigation case is of great landmark significance.” Wang Jianjun said that all parties in the society agreed that this is a pioneering measure to implement the new “Securities Law” and “Opinions on Strictly Cracking down on Securities Illegal Activities According to Law.” It is an epoch-making milestone event in the history of my country’s capital market.
The first is that the era when false statements and fraudulent issuances were too low in illegal costs are gone forever. It has made up for the weak basic system of securities civil compensation relief in my country, and formed a three-dimensional system synergy with the administrative and criminal liability mechanisms, which greatly increased the cost of violations, and provided a strong judicial guarantee for the comprehensive implementation of the registration system reform.
Second, it shows that the accountability of listed companies and intermediary agencies is a real move. Listed companies, companies to be listed and their responsible personnel must learn lessons, regulate operations, and improve quality, so as to provide investors with a true, transparent, and compliant listed company. Intermediary agencies and their practitioners must stand firmly on the side of investors, perform their duties, be diligent and responsible, give full play to the role of “gatekeepers”, and continuously improve the level of integrity in the capital market.
The third is to demonstrate the people’s nature of supervision and demonstrate that we are serious and serious in safeguarding the legitimate rights and interests of investors. Through the system of representatives of public welfare organizations, professional support, and litigation fee reduction and exemption, the plight of small and medium investors’ difficulty in prosecuting and expensive rights protection has been solved, and the cost of rights protection has been greatly reduced. Useful exploration to improve the efficiency of market governance.
Further clarify the boundaries of powers and responsibilities of independent directors Strengthen job performance guarantees and improve accountability mechanisms
Wang Jianjun said that the Kangmei case also triggered discussions on the independent director system from all parties in the market. Regarding the judgment that independent directors bear 5% or 10% of joint liability for compensation, some opinions believe that this judgment is of great significance to purifying the practice environment of independent directors and improving the governance of listed companies. It will promote independent directors to be more diligent and responsible, and to achieve the survival of the fittest. There are also opinions that independent directors bear joint and several liability for the misrepresentation of listed companies, there are problems such as the mismatch of income and responsibilities, and independent directors “do not understand alone”. It is recommended to improve the relevant institutional arrangements.
He said that the independent director system of listed companies should be viewed comprehensively and objectively. The board of directors of a listed company is mainly responsible for major matters such as the company’s business strategy. The establishment of independent directors in listed companies is a governance requirement stipulated in the “Company Law”. Since the China Securities Regulatory Commission issued the “Guiding Opinions on Establishing an Independent Director System in Listed Companies” in 2001, independent directors have become an important part of listed companies to improve their governance structure, promote standardized operations, and protect the rights and interests of small and medium investors. Most independent directors Being able to perform their duties with due diligence and due diligence has played an important role in improving the effectiveness of corporate governance, and has become a significant sign that the governance of listed companies is different from that of non-listed companies.
“The China Securities Regulatory Commission attaches great importance to the opinions and suggestions of all parties in the market to improve the independent director system. It has organized a special force to conduct research and will fully listen to the opinions of all parties, actively communicate with relevant departments, promote system improvement, and further clarify the boundaries of independent directors’ rights and responsibilities. , To strengthen performance guarantees, improve the responsibility mechanism, support and urge independent directors to fulfill their obligations of honesty and diligence, and strive to form an institutional environment and a good ecology in which all parties are responsible and effective market restraints.” He said.
Wang Jianjun said that in the next step, the China Securities Regulatory Commission will thoroughly implement the spirit of the Sixth Plenary Session of the 19th Central Committee, adhere to the regulatory philosophy of respecting the market, respecting the rule of law, respecting professionalism, respecting risks, and exerting joint efforts, and taking the protection of the legitimate rights and interests of investors as the starting point of regulatory work. We will actively promote the normalization of representative litigation, and continuously improve various investor protection systems such as suitability management, publicly soliciting shareholder rights, and online dispute mediation and docking, so as to effectively enhance investors’ sense of acquisition and security, and promote comprehensive implementation. The reform of the registration system creates a good environment and conditions, and strives to create a standardized, transparent, open, dynamic and resilient capital market.
Author of this article: Zan Xiuli, article source: China Securities Journal, original title: “Heavy! The Securities Regulatory Commission publicly responded to the reform of the independent director system! Wang Jianjun’s “first show” after taking office on strengthening investor protection”
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