Guide to Understanding Periodic Reports | Issue 138: Why is it necessary to disclose the situation of directors, supervisors and senior management during the reporting period?
The current rules stipulate that the company shall disclose the information of directors, supervisors and senior managers in the annual report, including: (1) Basic information. The name, gender, age, start and end date of the term of office of current and resigned directors, supervisors, and senior executives during the reporting period (re-elected from the first appointment date), the company’s shares held at the beginning of the year and at the end of the year, stock options, and restrictions granted The number of permanent shares, the increase or decrease of shares during the year and the reasons for the increase or decrease. If it is an independent director, it must be indicated separately. In the reporting period, if any directors, supervisors, or senior executives resigned during their term of office and senior executives were dismissed, the reasons shall be explained; (2) The current directors, supervisors, and senior executives have professional background, main work experience, and current main responsibilities in the company. If directors, supervisors, and senior management personnel hold positions in shareholder units, they shall explain their positions and terms of office, as well as the status of their positions or part-time jobs in other units other than shareholder units. The company shall disclose the current and resigned directors, supervisors and senior managers who have been punished by the securities regulatory authority in the past three years; actual payment. Disclose the total amount of pre-tax remuneration received by each current and resigned director, supervisor, and senior executive from the company during the reporting period and the total amount of all of them, and state whether they have received remuneration from related parties of the company.
The above information disclosure requirements are mainly due to the separation of ownership and management rights of joint-stock companies. As the management, directors, supervisors and senior managers should assume the fiduciary responsibility to shareholders. They play an important role in listed companies, and relevant matters have a significant impact on investor decision-making. . The board of directors is responsible for the decision and execution of the company’s specific affairs. Its main functions include implementing the resolutions of the shareholders’ meeting, deciding the company’s business plan and investment plan, formulating the company’s annual financial budget plan and final account plan, and formulating the company’s profit distribution plan and loss recovery plan. Formulate plans for the company to increase or decrease registered capital and issue corporate bonds, formulate plans for company mergers, divisions, dissolutions or changes in company form, decide on the establishment of the company’s internal management organization, and formulate the company’s basic management system, etc. The Board of Supervisors independently exercises the right to supervise the board of directors, general manager, senior staff and the management of the entire company. Or the directors and senior managers of the resolution of the shareholders’ meeting put forward proposals for removal, etc. The senior managers are responsible for the company’s specific production and operation management, organizing and implementing the company’s annual business plan and investment plan. The functions of directors, supervisors and senior management determine that they play an important role in company operations and investor decision-making, and relevant information disclosure is necessary.
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