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有哪些上市公司治理准则上市公司治理准则是指规范上市公司内部运作和外部监督的一系列规定和原则。
不同国家和地区有不同的上市公司治理准则，下面介绍几个主要的制度。
1. 欧洲治理准则（European Corporate Governance Codes）：欧洲治理准则是指在欧洲各国广泛采纳和推行的上市公司治理准则，旨在提高公司治理透明度和责任性。
欧洲不同国家的治理准则有一些区别，但基本内容包括：权益平等、信息披露、股东权益保护、董事会独立性等。
著名的欧洲治理准则包括英国的《科德准则》（The Code）和法国的《阿斯蒂准则》（L'Astree）等。
2. 美国治理准则（US Corporate Governance Principles）：美国的上市公司治理准则主要包括股东权益保护、独立董事制度、董事会职责、信息披露等内容。
美国治理准则特点是重视公司治理的市场化和法律化，股东权益保护得到充分重视，董事会独立性要求较高。
美国主要的上市公司治理准则包括纽约证券交易所（NYSE）和纳斯达克（NASDAQ）等交易所的上市规则和美国证券交易委员会（SEC）的规定。
3. 香港治理准则（Hong Kong Corporate Governance Code）：香港的上市公司治理准则在很大程度上参考了英国的科德准则，目的是提高香港上市公司的治理质量。
香港的治理准则注重股东权益保护和董事会独立性，要求公司建立有效的董事会，实行高度透明的信息披露。
香港证券交易所制定了《公司治理报告准则》，要求上市公司在年报中披露关于公司治理的信息。
4.中国上市公司治理准则：中国的上市公司治理准则主要包括《公司法》、《证券法》、《公司治理指引》等法律法规和规范性文件。
中国的治理准则强调保护中小股东权益、加强内部控制、防范利益输送等内容，鼓励上市公司建立健全的董事会和监事会，提高信息披露质量。
中国证监会还要求上市公司发布年度公司治理报告，披露公司在治理方面的情况。
UK Corporate Governance CodeFrom Wikipedia, the free encyclopediaJump to: navigation, searchThe UK Corporate Governance Code 2010 (from here on referred to as "the Code") is a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Services Authority's Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 2000[1] and require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code - in what the code refers to as 'comply or explain'.[2] Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private company accounts. The Code adopts a principles-based approach in the sense that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exact provisions that must be adhered to.Contents[hide]• 1 Origins• 2 Contentso 2.1 Schedules• 3 Code compliance?• 4 See also• 5 Notes• 6 References•7 External links[edit] OriginsThe Code is essentially a consolidation and refinement of a number of different reports and codes concerning opinions on good corporate governance. The first step on the road to the initial iteration of the code was the publication of the Cadbury Report in 1992. Produced by a committee chaired by Sir Adrian Cadbury, the Report was a response to major corporate scandals associated with governance failures in the UK. The committee was formed in 1991 after Polly Peck, a major UK company, went insolvent after years of falsifying financial reports. Initially limited to preventing financial fraud, when BCCI and Robert Maxwell scandals took place, Cadbury's remit was expanded to corporate governance generally. Hence the final report coveredfinancial, auditing and corporate governance matters, and made the following three basic recommendations:•the CEO and Chairman of companies should be separated•boards should have at least three non-executive directors, two of whom should have no financial or personal ties to executives•each board should have an audit committee composed of non-executive directorsThese recommendations were initially highly controversial, although they did no more than reflect the contemporary "best practice", and urged that these practices be spread across listed companies. At the same time it was emphasised by Cadbury that there was no such thing as "one size fits all".[3] In 1994, the principles were appended to the Listing Rules of the London Stock Exchange, and it was stipulated that companies need not comply with the principles, but had to explain to the stock market why not if they did not.Before long, a further committee chaired by chairman of Marks & Spencer Sir Richard Greenbury was set up as a 'study group' on executive compensation. It responded to public anger, and some vague statements by the Prime Minister John Major that regulation might be necessary, over spiralling executive pay, particularly in public utilities that had been privatised. In 1996 the Greenbury Report was published. This recommended some further changes to the existing principles in the Cadbury Code:•each board should have a remuneration committee composed without executive directors, but possibly the chairman•directors should have long term performance related pay, which should be disclosed in the company accounts and contracts renewable each year Greenbury recommended that progress be reviewed every three years and so in 1998 Sir Ronald Hampel, who was chairman and managing director of ICI plc, chaired a third committee. The ensuing Hampel Report suggested that all the Cadbury and Greenbury principles be consolidated into a "Combined Code". It added that,•the Chairman of the board should be seen as the "leader" of the non-executive directors•institutional investors should consider voting the shares they held at meetings, though rejected compulsory voting•all kinds of remuneration including pensions should be disclosed.It rejected the idea that had been touted that the UK should follow the German two-tier board structure, or reforms in the EU Draft Fifth Directive on Company Law.[4] A further mini-report was produced the following year by the Turnbull Committee which recommended directors be responsible for internal financial and auditing controls. A number of other reports were issued through the next decade, particularly including theHiggs review, from Derek Higgs focusing on what non-executive directors should do, and responding to the problems thrown up by the collapse of Enron in the US. Paul Myners also completed two major reviews of the role of institutional investors for the Treasury, whose principles were also found in the Combined Code. Shortly following the collapse of Northern Rock and the Financial Crisis, the Walker Review produced a report focused on the banking industry, but also with recommendations for all companies.[5] In 2010, a new Stewardship Code was issued by the Financial Reporting Council, along with a new version of the UK Corporate Governance Code, hence separating the issues from one another.[edit] ContentsSection A: LeadershipEvery company should be headed by an effective board which is collectively responsible for the long-term success of the company.There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision.The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.Section B: EffectivenessThe board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. The board should undertake aformal and rigorous annual evaluation of its own performance and that of its committees and individual directors.All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.Section C: AccountabilityThe board should present a balanced and understandable assessment of the company’s position and prospects.The board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting and risk management and internal control principles and for maintaining an appropriate relationship with the company’s auditor.Section D: RemunerationLevels of remuneration should be sufficient to attract, retain and motivate directors of the quality required to run the company successfully, but a company should avoid paying more than is necessary for this purpose. A significant proportion of executive directors’remuneration should be structured so as to link rewards to corporate and individual performance.There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.Section E: Relations with ShareholdersThere should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.The board should use the AGM to communicate with investors and to encourage their participation.[edit] SchedulesSchedule A Provisions on the design of performance related remunerationThis goes into more detail about the problem of director pay.Schedule B Disclosure of corporate governance arrangementsThis sets out a checklist of which duties must be complied with (or explained) under Listing Rule 9.8.6. It makes clear what obligations there are, and that everything should be posted on the company's website.[edit] Code compliance?In its 2007 response to a Financial Reporting Council consulation paper in July 2007 Pensions & Investment Research Consultants Ltd (a commercial proxy advisory service) reported that only 33% of listed companies were fully compliant with all of the Codes provisions.[6] Spread over all the rules, this is not necessarily a poor response, and indications are that compliance has been climbing. PIRC maintains that poor compliance correlates to poor business performance, and at any rate a key provision such as separating the CEO from the Chair had an 88.4% compliance rate.The question thrown up by the Code's approach is the tension between wanting to maintain "flexibility" and achieve consistency. The tension is between an aversion to "one size fits all" solutions, which may not be right for everyone, and practices which are in general agreement to be tried, tested and successful.[7] If companies find that non-compliance works for them, and shareholders agree, they will not be punished by an exodus of investors. So the chief method for accountability is meant to be through the market, rather than through law.An additional reason for a Code, was the original concern of the Cadbury Report, that companies faced with minimum standards in law would comply merely with the letter and not the spirit of the rules.[8]The Financial Services Authority has recently[when?] proposed to abandon a requirement to state compliance with the principles (under LR 9.8.6(5)), rather than the rules in detail themselves.[edit] See also•Corporate Governance•Corporate Social Responsibility•Stewardship Code•OECD Principles of Corporate Governance 2004•Deutsche Corporate Governance Codex (online)Company reform reports•Wrenbury Committee (1918) (concerned with "alien shareholders" and key industries)•Greene Committee (1926) Report of the Company Law Amendment Committee (Cmnd 2657, 1926)•Cohen Committee (1945)•Jenkins Committee (1962)•Alan Bullock (1977) Report of the committee of inquiry on industrial democracy, on worker codetermination•Cork Report, Insolvency Law and Practice, Report of the Review Committee (1982) (Cmnd 8558)•Cadbury Report (1992), Financial Aspects of Corporate Governance, on corporate governance generally. Pdf file here•Greenbury Report (1995) Directors' Remuneration, Report of the Study Group Pdf here•Hampel Report (1998), Review of corporate governance since Cadbury, here and online with the EGCI here•Turnbull Report (1999) on internal controls to ensure good financial reporting •Myners Report (2001), Institutional Investment in the United Kingdom: A Review on institutional investors, Pdf file here and Review of Progress Report here•Higgs Report (2003) Review of the role and effectiveness of non-executive directors. Pdf here•Smith Report (2003) on auditors. Pdf here•Myners Review (2004) Myners principles for institutional investment decision-making: review of progress.pdf here•Walker Review (2009) in response to the financial crisis, and focusing on institutional investors, .pdf document[edit] Notes1.^Financial Services and Markets Act 2000s 2(4)(a) and generally Part VI2.^ Listing Rule 9.8.6(6)3.^ See generally, V Finch, 'Board Performance and Cadbury on CorporateGovernance' [1992] Journal of Business Law 5814.^ See A Dignam, 'A Principled Approach to Self-regulation? The Report of theHampel Committee on Corporate Governance' [1998] Company Lawyer 1405.^ David Walker, A review of corporate governance in UK banks and otherfinancial industry entities (2009)6.^ PIRC, Review of the impact of the Combined Code (2007)7.^ e.g. this humorous grumbling from a Financial Times columnist8.^ para 1.10 of the Cadbury Report[edit] References•S Arcot and V Bruno, ‘In Letter but not in spirit: An Analysis of Corporate Governance in the UK’(2006) SSRN•S Arcot and V Bruno, 'One Size Does Not Fit All, After All: Evidence from Corporate Governance' (2007) SSRN• A Dignam, 'A Principled Approach to Self-regulation? The Report of the Hampel Committee on Corporate Governance' [1998] Company Lawyer 140 [edit] External links•Full text UK Corporate Governance Code 2010•Full text of the Combined Code 2008•Full text of the combined code 2006•Full text of the combined code 2003•The Financial Services Authority Listing Rules online and in pdf format, under which there is an obligation to comply with the Combined Code, or explain why it is not complied with, under LR 9.8.6(6).•The Financial Reporting Council's websiteRetrieved from"/w/index.php?title=UK_Corporate_Governance_Code&oldid =533077697"。
非独立董事的报酬法条1. 引言在现代公司治理中，董事会扮演着至关重要的角色。
为了保证董事会的独立性和公正性，许多国家都要求公司设立非独立董事，并对其报酬进行规定。
本文将介绍非独立董事的报酬法条。
2. 定义非独立董事是指在公司董事会中具有一定职权和责任，但与公司或其控股股东没有利益关联的董事。
他们通常是来自不同领域、具有丰富经验和专业知识的人士。
3. 报酬规定3.1 报酬形式根据相关法律法规，非独立董事的报酬可以以以下形式支付：•现金报酬：以货币形式支付给非独立董事；•股权激励：以股票或其他权益形式激励非独立董事。
3.2 报酬数额非独立董事的报酬数额应当合理、公正，并根据董事的职责、工作量和贡献进行确定。
具体数额可以根据公司的经营状况、行业水平以及市场竞争情况等因素进行调整。
3.3 报酬审议与公示公司应当设立董事报酬审议机构，负责审议非独立董事的报酬。
该机构应当由独立董事组成，并对非独立董事的报酬方案进行审议、监督和公示。
3.4 报酬透明度为了保证非独立董事报酬的透明度，公司应当在年度报告中披露非独立董事的报酬情况，包括具体数额以及支付方式等信息。
这有助于股东和投资者了解公司治理结构，并评估非独立董事的独立性和公正性。
4. 相关法律法规4.1 公司法根据《中华人民共和国公司法》，非独立董事的报酬应当由股东大会或者股东会决定，并按照相关程序进行支付。
同时，公司应当将非独立董事的报酬情况列入年度报告。
4.2 证券法根据《中华人民共和国证券法》，上市公司应当按照相关规定设立董事报酬审议机构，负责审议非独立董事的报酬方案，并进行公示。
同时，上市公司应当将非独立董事的报酬情况列入年度报告。
4.3 其他规定除了公司法和证券法，还有一些其他相关法律法规对非独立董事的报酬进行了进一步的规定和要求。
例如《上市公司治理准则》、《公司治理准则》等。
5. 国际比较不同国家对于非独立董事的报酬规定存在差异。
以美国为例，美国证券交易委员会（SEC）要求上市公司披露董事会成员的报酬情况，并对非独立董事的报酬进行限制。
上市公司治理准则中英文对照Code of Corporate Governance for Listed Companies in China导言为推动上市公司建立和完善现代企业制度,规范上市公司运作，促进我国证券市场健康发展，根据《公司法》、《证券法》及其它相关法律、法规确定的基本原则，并参照国外公司治理实践中普遍认同的标准，制订本准则。
本准则阐明了我国上市公司治理的基本原则、投资者权利保护的实现方式，以及上市公司董事、监事、经理等高级管理人员所应当遵循的基本的行为准则和职业道德等内容。
本准则适用于中国境内的上市公司。
上市公司改善公司治理，应当贯彻本准则所阐述的精神。
上市公司制定或者修改公司章程及治理细则，应当体现本准则所列明的内容。
本准则是评判上市公司是否具有良好的公司治理结构的主要衡量标准，对公司治理存在重大问题的上市公司,证券监管机构将责令其按照本准则的要求进行整改。
第一章股东与股东大会第一节股东权利第一条股东作为公司的所有者，享有法律、行政法规和公司章程规定的合法权利。
上市公司应建立能够确保股东充分行使权利的公司治理结构。
第二条上市公司的治理结构应确保所有股东,特别是中小股东享有平等地位。
股东按其持有的股份享有平等的权利，并承担相应的义务.第三条股东对法律、行政法规和公司章程规定的公司重大事项，享有知情权和参与权。
上市公司应建立和股东沟通的有效渠道.第四条股东有权按照法律、行政法规的规定，通过民事诉讼或其他法律手段保护其合法权利。
股东大会、董事会的决议违反法律、行政法规的规定，侵犯股东合法权益,股东有权依法提起要求停止上述违法行为或侵害行为的诉讼。
董事、监事、经理执行职务时违反法律、行政法规或者公司章程的规定，给公司造成损害的，应承担赔偿责任。
股东有权要求公司依法提起要求赔偿的诉讼.第二节股东大会的规范第五条上市公司应在公司章程中规定股东大会的召开和表决程序，包括通知、登记、提案的审议、投票、计票、表决结果的宣布、会议决议的形成、会议记录及其签署、公告等.第六条董事会应认真审议并安排股东大会审议事项。
2023年联交所《公司治理守则》及《公司治理报告》一、引言近年来，随着全球金融市场的不断发展和监管力度的加强，公司治理成为各国证券交易所关注的重点。
公司治理的良好实践可以提升市场透明度、保护投资者权益、提高企业价值，是现代企业不可或缺的重要组成部分。
联交所（The Stock Exchange of Hong Kong Limited，下称「联交所」）作为全球领先的证券交易所之一，于2023年发布了最新版的《公司治理守则》（Code on Corporate Governance Practices）及《公司治理报告》（Corporate Governance Report）。
二、《公司治理守则》介绍《公司治理守则》是联交所制定的规范企业公司治理的指南，旨在提升上市公司的治理水平，保障投资者利益，增强市场竞争力。
该守则除了强调传统的法律合规要求外，还提供了一系列具体的指导原则和最佳实践，帮助企业制定适合自身特点和发展阶段的公司治理制度。
2.1 提高董事会效能《公司治理守则》强调了董事会的重要性，鼓励各上市公司建立高效能的董事会。
通过明确董事职责、规范董事会程序、增强独立董事的作用等措施，促进董事会决策的透明度和有效性。
2.2 加强独立董事监督独立董事作为公司治理的核心组成部分，扮演着监督和平衡董事会决策的重要角色。
《公司治理守则》针对独立董事提出了更严格的要求，包括提高独立董事的比例、聘任程序和任期等。
这些要求旨在确保独立董事能够真正独立、客观地行使职责，维护投资者利益。
2.3 加强风险管理风险管理是公司治理的重要内容之一。
《公司治理守则》提出了加强风险管理的具体要求，包括明确风险责任、建立有效的风险管理制度、加强风险监控和内部控制等。
这些要求旨在帮助上市公司建立健全的风险管理体系，对可能影响企业经营活动和股东权益的风险进行及时识别和应对。
2.4 加强信息披露信息披露是市场透明度的重要保障，也是投资者决策的基础。
公司治理指南公司治理是指在现代企业治理结构中，为了保护各方利益并提高企业价值，建立一套规范、有效的管理和监督体制。
在全球范围内，越来越多的企业开始意识到优秀的公司治理对企业的可持续发展和长期成功至关重要。
本文将介绍公司治理的重要性，以及一些提高公司治理水平的关键要点。
I. 公司治理的重要性良好的公司治理有助于提高企业的竞争力和市场声誉。
以下是公司治理的几个关键方面：1. 透明度和信息披露：透明度是公司治理的基础，通过提供充分、准确、及时的信息披露，可以建立起企业与投资者、员工和利益相关方之间的信任和合作关系。
2. 独立性和独立董事：独立性是指董事会成员具备独立判断和行动的能力。
独立董事的存在可以有效地平衡公司内部权力，并提供客观、中立的意见和建议。
3. 董事会的组成与职责：董事会应由具备专业知识和丰富经验的成员组成，他们应负责制定战略、审查决策和监督企业运营。
4. 内部控制与风险管理：建立健全的内部控制和风险管理体系，能够有效地发现、评估和应对企业面临的各类风险，保护企业的资产和利益。
II. 提高公司治理水平的关键要点为了提高公司治理水平，以下是一些关键要点：1. 建立透明的决策机制：建立适当的决策机制，确保决策过程的透明度，各方可以清楚地了解决策的依据和结果，减少不透明性带来的不信任和猜疑。
2. 加强董事会的监督职能：董事会应扮演好监督角色，要求管理层提供真实、准确的财务和非财务信息，对企业战略和风险管理进行审查和监督，确保企业按照法规和道德准则运营。
3. 建立有效的激励和约束机制：为了激励和约束董事、高管和员工，应建立科学合理的激励和约束机制，如股权激励计划、绩效考核和内部控制制度等。
4. 提高利益相关方参与度：引入利益相关方的声音和观点，通过定期沟通、听取意见和建议，增强企业与利益相关方之间的互动合作，确保各方利益得到平衡和保护。
5. 建立独立审计机制：独立审计机制可以增加企业财务报告的可靠性和透明度，为投资者提供有信心的信息，减少投资风险。
Code of Corporate Governance for Listed Companies in ChinaIssued by:China Securities Regulatory CommissionState Economic and Trade CommissionJanuary 7, 2001(Zhengjianfa No.1 of 2002)Code of Corporate Governance for Listed CompaniesPrefaceIn accordance with the basic principles of the Company Law, the Securities Law and other relevant laws and regulations, as well as the commonly accepted standards in international corporate governance, the Code of Corporate Governance for Listed Companies (hereinafter referred to as "the Code") is formulated to promote the establishment and improvement of modern enterprise system by listed companies, to standardize the operation of listed companies and to bring forward the healthy development of the securities market of our country.The Code sets forth, among other things, the basic principles for corporate governance of listed companies in our country, the means for the protection of investors' interests and rights, the basic behavior rules and moral standards for directors, supervisors, managers and other senior management members of listed companies.The Code is applicable to all listed companies within the boundary of the People's Republic of China. Listed companies shall act in the spirit of the Code in their efforts to improve corporate governance. Requirements of the Code shall be embodied when listed companies formulate or amend their articles of association or rules of governance. The Code is the major measuring standard for evaluating whether a listed company has a good corporate governance structure, and if major problems exist with the corporate governance structure of a listed company, the securities supervision and regulation authorities may instruct the company to make corrections in accordance with the Code.Chapter 1. Shareholders and Shareholders' Meetings(1) Rights of Shareholders1. As the owner of a company, the shareholders shall enjoy the legal rights stipulated by laws, administrative regulations and the company's articles of association. A listed company shall establish a corporate governance structure sufficient for ensuring the full exercise of shareholders' rights.2. The corporate governance structure of a company shall ensure fair treatment toward all shareholders, especially minority shareholders. All shareholders are to enjoy equal rights and to bear the corresponding duties based on the shares they hold.3. Shareholders shall have the right to know about and the right to participate in major matters of the company set forth in the laws, administrative regulations and articles of association.A listed company shall establish efficient channels of communication with its shareholders.4. Shareholders shall have the right to protect their interests and rights through civil litigation or other legal means in accordance with laws and administrative regulations. In the event the resolutions of shareholders' meetings or the resolutions of the board of directors are in breach of laws and administrative regulations or infringe on shareholders' legal interests and rights, the shareholders shall have the right to initiate litigation to stop such breach or infringement. The directors, supervisors and managers of the company shall bear the liability of compensation incases where they violate laws, administrative regulations or articles of association and cause damages to the company during the performance of their duties. Shareholders shall have the right to request the company to sue for such compensation in accordance with law.(2) Rules for Shareholders' Meetings5. A listed company shall set out convening and voting procedures for shareholders' meetings in its articles of association, including rules governing such matters as notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formulation of resolutions, recording of minutes and signatories, public announcement, etc.6. The board of directors shall earnestly study and arrange the agenda for a shareholders' meeting. During a shareholders' meeting, each item on the agenda shall be given a reasonable amount of time for discussion.7. A listed company shall state in its articles of association the principles for the shareholders' meeting to grant authorization to the board of directors. The content of such authorization shall be explicit and concrete.8. Besides ensuring that shareholders' meetings proceed legally and effectively, a listed company shall make every effort, including fully utilizing modern information technology means, to increase the number of shareholders attending the shareholders' meetings. The time and location of the shareholders' meetings shall be set so as to allow the maximum number of shareholders to participate.9. The shareholders can either be present at the shareholders' meetings in person or they may appoint a proxy to vote on their behalf, and both means of voting possess the same legal effect.10. The board of directors, independent directors and qualified shareholders of a listed company may solicit for the shareholders' right to vote in a shareholders' meeting. No payments shall be made to the shareholders for such solicitation, and adequate information shall be provided to persons whose voting rights are being solicited.11. Iinstitutional investors shall play a role in the appointment of company directors, the compensation and supervision of management and major decision-making processes.(3) Related Party Transactions12. Written agreements shall be entered into for related party transactions among a listed company and its connected parties. Such agreements shall observe principles of equality, voluntarity, and making compensation for equal value. The contents of such agreements shall be specific and concrete. Matters such as the signing, amendment, termination and execution of such agreements shall be disclosed by the listed company in accordance with relevant regulations.13. Efficient measures shall be adopted by a listed company to prevent its connected parties from interfering with the operation of the company and damaging the company's interests by monopolizing purchase or sales channels. Related party transactions shall observe commercial principles. In principle, the prices for related party transactions shall not deviate from an independent third party's market price or charging standard. The company shall fully disclose the basis for pricing for related party transactions.14. The assets of a listed company belong to the company. The company shall adopt efficient measures to prevent its shareholders and their affiliates from misappropriating or transferring the capital, assets or other resources of the company through various means. A listed company shall not provide financial guarantees for its shareholders or their affiliates.Chapter 2. Listed Company and Its Controlling Shareholders(1) Behavior Rules for Controlling Shareholders15. During the restructuring and reorganization of a company that plans to list, the controlling shareholders shall observe the principle of "first restructuring, then listing", and shall emphasize the establishment of a reasonably balanced shareholding structure.16. During the restructuring and reorganization of a company that plans to list, the controlling shareholders shall sever the company's social functions and strip out non-operational assets. Non-operational institutions, welfare institutions and their facilities shall not be included in the listed company.17. Controlling shareholders' remaining enterprises or institutions that provide services for the major business of the listed company may be restructured into specialized companies in accordance with the principles of specialization and market practice, and may enter into relevant agreements with the listed company in accordance with commercial principles. Remaining enterprises engaged in other businesses shall increase their capability of independent development. Remaining enterprises not capable to continue operation shall exit the market, through such channels as bankruptcy, in accordance with relevant laws and regulations. Enterprises meeting certain requirements during restructuring may sever all their social functions and disperse surplus employees at one time and keep no remaining enterprises.18. The controlling shareholders shall support the listed company to further reform labor, personnel and distribution systems, to transform operational and managerial mechanisms, and to establish such systems as: management selection through bidding and competition, with the chance for both promotion and demotion; employment of employees on the basis of competitive selection, with the chance for both employment and termination of employment; income distribution scheme that provides sufficient incentive, with the chance to both increase and decrease the remuneration; etc.19. The controlling shareholders owe a duty of good faith toward the listed company and other shareholders. The controlling shareholders of a listed company shall strictly comply with laws and regulations while exercising their rights as investors, and shall be prevented from damaging the listed company's or other shareholders' legal rights and interests, through means such as assets restructuring, or from taking advantage of their privileged position to gain additional benefit.20. The controlling shareholders shall nominate the candidates for directors and supervisors in strict compliance with the terms and procedures provided for by laws, regulations and the company's articles of association. The nominated candidates shall possess certain relevant professional knowledge and the capability to make decisions or supervise. The resolutions made by the shareholders' meetings electing personnel or the board of directors' resolutions appointing personnel shall not be subjected to approval procedures by the controlling shareholders. The controlling shareholders are forbidden to appoint senior management personnel by circumventing the shareholders' meetings or the board of directors.21. The important decisions of a listed company shall be made through a shareholders' meeting or board of directors' meeting in accordance with law. The controlling shareholders shall not directly or indirectly interfere with the company's decisions or business activities conducted in accordance with laws; nor shall they impair the listed company's or other shareholders' rights and interests.(2) Independence of Listed Company22. A listed company shall be separated from its controlling shareholders in such aspects as personnel, assets and financial affairs, shall be independent in institution and business, shall practice independent business accounting, and shall independently bear risks and obligations.23. The personnel of a listed company shall be independent from the controlling shareholders. The management, financial officers, sales officers and secretary of the board of directors of the listed company shall not take posts other than as a director in a controlling shareholder's entities. In the case where a member of a controlling shareholder's senior management concurrently holds the position of director of the listed company, such member shall ensure adequate time and energy to perform the work for the listed company.24. The assets invested by a controlling shareholder in a listed company shall be independent, complete and with clear indication of ownership. Where controlling shareholders invest non-cash assets into a listed company, ownership transfer procedures shall be completed and explicit boundaries for such assets shall be clarified. The listed company shall independently register such assets, independently set up account for such assets, and independently carry out business accounting and management for such assets. The controlling shareholders shall not misappropriate or control such assets or interfere with the listed company's management of such assets.25. A listed company shall establish sound financial and accounting management systems in accordance with laws and regulations and shall conduct independent business accounting. Controlling shareholders shall respect the financial independence of the company and shall not interfere with the financial and accounting activities of the company.26. The board of directors, the supervisory committee and other internal offices of a listed company shall operate in an independent manner. There shall be no subordination relationship between, on the one hand, a listed company or its internal offices and, on the other hand, the company's controlling shareholders or their internal offices, and the latter shall not give plans or instructions concerning the listed company's business operation to the former, nor shall the latter interfere with the independent operation of the former in any other manner.27. A listed company's business shall be completely independent from that of its controlling shareholders. Controlling shareholders and their subsidiaries shall not engage in the same or similar business as that of the listed company. Controlling shareholders shall adopt efficient measures to avoid competition with the listed company.Chapter 3. Directors and Board of Directors(1) Election Procedures for Directors28. A company shall establish a standardized and transparent procedure for director election in its articles of association, so as to ensure the openness, fairness, impartialness and independence of the election.29. Detailed information regarding the candidates for directorship shall be disclosed prior to the convening of the shareholders' meeting to ensure adequate understanding of the candidates by the shareholders at the time of voting.30. Candidates for directorship shall give written undertakings to accept their nomination, to warrant the truthfulness and completeness of the candidate's information that has been publicly disclosed and to promise to earnestly perform their duties once elected.31. The election of directors shall fully reflect the opinions of minority shareholders. A cumulative voting system shall be earnestly advanced in shareholders' meetings for the election of directors. Listed companies that are more than 30% owned by controlling shareholders shall adopta cumulative voting system, and the companies that do adopt such a system shall stipulate the implementing rules for such cumulative voting system in their articles of association.32. Appointment agreements shall be entered into by a listed company and its directors to clarify such matters as the rights and obligations between the company and the director, the term of the directorship, the director's liabilities in case of breach of laws, regulations or articles of association, and the compensation from the company in case of early termination of the appointment agreement for cause by the company.(2) The Duties and Responsibilities of Directors33. Directors shall faithfully, honestly and diligently perform their duties for the best interests of the company and all the shareholders.34. Directors shall ensure adequate time and energy for the performance of their duties.35. Directors shall attend the board of directors meetings in a diligent and responsible manner, and shall express their clear opinion on the topics discussed. When unable to attend a board of directors meeting, a director may authorize another director in writing to vote on his behalf and the director who makes such authorization shall be responsible for the vote.36. The board of directors shall abide by relevant laws, regulations, rules and the company's articles of association, and shall strictly fulfill the undertakings they made publicly.37. Directors shall earnestly attend relevant trainings to learn about the rights, obligations and duties of a director, to familiarize themselves with relevant laws and regulations and to master relevant knowledge necessary for acting as directors.38. In cases where the resolutions of board of directors violate laws or regulations or a listed company's articles of association and cause losses to the listed company, directors responsible for making such resolutions shall be liable for compensation, except those proved to have objected and the objections of whom have been recorded in the minutes.39. After approval by the shareholders' meeting, a listed company may purchase liability insurance for directors. Such insurance shall not cover the liabilities arising in connection with directors' violation of laws, regulations or the company's articles of association.(3) Duties and Composition of the Board of Directors40. The number of directors and the structure of the board of directors shall be in compliance with laws and regulations and shall ensure the effective discussion and efficient, timely and prudent decision-making process of the board of directors.41. The board of directors shall possess proper professional background. The directors shall possess adequate knowledge, skill and quality to perform their duties.42. The board of directors shall be made accountable to shareholders. A listed company's corporate governance framework shall ensure that the board of directors can exercise its power in accordance with laws, administrative regulations and the company's articles of association.43. The board of directors shall earnestly perform its duties as stipulated by laws, regulations and the company's articles of association, shall ensure that the company complies with laws, regulations and its articles of association, shall treat all the shareholders equally and shall be concerned with the interests of stakeholders.(4) Rules and Procedure of the Board of Directors44. A listed company shall formulate rules of procedure for its board of directors in its articles of association to ensure the board of directors' efficient function and rational decisions.45. The board of directors shall meet periodically and shall convene interim meetings in atimely manner when necessary. Each board of directors' meeting shall have a pre-decided agenda.46. The meetings of the board of directors of a listed company shall be conducted in strict compliance with prescribed procedures. The board of directors shall send notice to all directors in advance, at the stipulated time, and shall provide sufficient materials, including relevant background materials for the items on the agenda and other information and data that may assist the directors in their understanding of the company's business development. When two or more independent directors deem the materials inadequate or unclear, they may jointly submit a written request to postpone the meeting or to postpone the discussion of the related matter, which shall be granted by the board of directors.47. The minutes of the board of directors' meetings shall be complete and accurate. The secretary of the board of directors shall carefully organize the minutes and the records of discussed matters. Directors that have attended the meetings and the person who drafted the minutes shall sign the minutes. The minutes of the board of directors' meetings shall be properly maintained and stored as important records of the company, and may be used as an important basis for clarifying responsibilities of individual directors in the future.48. In the case of authorization to the chairman of the board of directors to exercise part of the board of directors' power of office when the board of directors is not in session, clear rules and principles for such authorization shall be stated in the articles of association of the listed company. The content of such authorization shall be clear and specific. All matters related to material interests of the company shall be submitted to the board of directors for collective decision.(5) Independent Directors49. A listed company shall introduce independent directors to its board of directors in accordance with relevant regulations. Independent directors shall be independent from the listed company that employs them and the company's major shareholders. An independent director may not hold any other position apart from independent director in the listed company.50. The independent directors shall bear the duties of good faith and due diligence toward the listed company and all the shareholders. They shall earnestly perform their duties in accordance with laws, regulations and the company's articles of association, shall protect the overall interests of the company, and shall be especially concerned with protecting the interests of minority shareholders from being infringed. Independent directors shall carry out their duties independently and shall not subject themselves to the influence of the company's major shareholders, actual controllers, or other entities or persons who are interested parties of the listed company.51. Relevant laws and regulations shall be complied with for matters such as the qualifications, procedure of election and replacement, and duties of independent directors.(6) Specialized Committees of the Board of Directors52. The board of directors of a listed company may establish a corporate strategy committee, an audit committee, a nomination committee, a remuneration and appraisal committee and other special committees in accordance with the resolutions of the shareholders' meetings. All committees shall be composed solely of directors. The audit committee, the nomination committee and the remuneration and appraisal committee shall be chaired by an independent director, and independent directors shall constitute the majority of the committees. At least one independent director from the audit committee shall be an accounting professional.53. The main duties of the corporate strategy committee shall be to conduct research and make recommendations on the long-term strategic development plans and major investmentdecisions of the company.54. The main duties of the audit committee are (1) to recommend the engagement or replacement of the company's external auditing institutions; (2) to review the internal audit system and its execution; (3) to oversee the interaction between the company's internal and external auditing institutions; (4) to inspect the company's financial information and its disclosure; and (5) to monitor the company's internal control system.55. The main duties of the nomination committee are (1) to formulate standards and procedures for the election of directors and make recommendations; (2) to extensively seek qualified candidates for directorship and management; and (3) to review the candidates for directorship and management and make recommendations.56. The main duties of the remuneration and appraisal committee are (1) to study the appraisal standard for directors and management personnel, to conduct appraisal and to make recommendations; and (2) to study and review the remuneration policies and schemes for directors and senior management personnel.57. Each specialized committee may engage intermediary institutions to provide professional opinions, the relevant expenses to be borne by the company.58. Each specialized committee shall be accountable to the board of directors. All proposals by specialized committees shall be submitted to the board of directors for review and approval.Chapter 4. The Supervisors and the Supervisory Board(1) Duties and Responsibilities of the Supervisory Board59. The supervisory board of a listed company shall be accountable to all shareholders. The supervisory board shall supervise the corporate finance, the legitimacy of directors, managers and other senior management personnel's performance of duties, and shall protect the company's and the shareholders' legal rights and interests.60. Supervisors shall have the right to learn about the operating status of the listed company and shall have the corresponding obligation of confidentiality. The supervisory board may independently hire intermediary institutions to provide professional opinions.61. A listed company shall adopt measures to ensure supervisors' right to learn about company's matters and shall provide necessary assistance to supervisors for their normal performance of duties. No one shall interfere with or obstruct supervisors' work. A supervisor's reasonable expenses necessary to perform their duties shall be borne by the listed company.62. The record of the supervisory committee's supervision as well as the results of financial or other specific investigations shall be used as an important basis for performance assessment of directors, managers and other senior management personnel.63. The supervisory board may report directly to securities regulatory authorities and other related authorities as well as reporting to the board of directors and the shareholders' meetings when the supervisory board learns of any violation of laws, regulations or the company's articles of association by directors, managers or other senior management personnel.(2) The Composition and Steering of the Supervisory Board64. Supervisors shall have professional knowledge or work experience in such areas as law and accounting. The members and the structure of the supervisory board shall ensure its capability to independently and efficiently conduct its supervision of directors, managers and other senior management personnel and to supervise and examine the company's financial matters.65. A listed company shall formulate in its articles of association standardized rules andprocedures governing the steering of the supervisory board. The supervisory board's meetings shall be convened in strict compliance with the rules and procedures.66. The supervisory board shall meet periodically and shall convene interim meetings in a timely manner when necessary. If for any reason a supervisory board meeting cannot be convened as scheduled, an explanation shall be publicly announced.67. The supervisory board may ask directors, managers and other senior management personnel, internal auditing personnel and external auditing personnel to attend the meetings of supervisory board and to answer the questions that the supervisory board is concerned with.68. Minutes shall be drafted for the meetings of the supervisory board, which shall be signed by the supervisors that attended the meetings and the person who drafted the minutes. The supervisors shall have the right to request to record in the minutes explanatory notes to their statements in the meetings. Minutes of the meetings of the supervisory board shall be properly maintained and stored as important records of the company.Chapter 5. Performance Assessments and Incentive and Disciplinary Systems(1) Performance Assessment for Directors, Supervisors and Management Personnel69. A listed company shall establish fair and transparent standards and procedures for the assessment of the performance of directors, supervisors and management personnel.70. The evaluation of the directors and management personnel shall be conducted by the board of directors or by the remuneration and appraisal committee of the board of directors. The evaluation of the performance of independent directors and supervisors shall be conducted througha combination of self-review and peer review.71. The board of directors shall propose a scheme for the amount and method of compensation for directors to the shareholders' meeting for approval. When the board of directors or the remuneration and appraisal committee reviews the performance of or discusses the compensation for a certain director, such director shall withdraw.72. The board of directors and the supervisory board shall report to the shareholder meetings the performance of the directors and the supervisors, the results of the assessment of their work and their compensation, and shall disclose such information.(2) Selection of Management Personnel73. The recruiting of management personnel of a listed company shall be conducted in strict observation with relevant laws and regulations and the company's articles of association. No institution or individual shall interfere with a listed company's normal recruiting procedure for management personnel.74. The recruiting of management personnel of a listed company shall, to the extent possible, be carried out in a fair and transparent manner, through domestic and international markets for professional management, making full use of intermediary agencies.75. Employment agreements shall be entered into by a listed company and its management personnel to clarify each party's rights and obligations.76. The appointment and removal of managers shall be in compliance with legal procedure and shall be publicly announced.(3) Incentive and Disciplinary Systems for Management77. To attract qualified personnel and to maintain the stability of management, a listed company shall establish rewarding systems that link the compensation for management personnel to the company's performance and to the individual's work performance.。
英国公司治理准则
英国公司治理准则是一份由英国公司治理协会制定的、涵盖了英
国公司治理最佳实践的指导方针。
该准则的目的是为了提高公司治理
水平，保护投资人的利益，促进公司的可持续发展。
英国公司治理准则有以下几个步骤：
第一步，确定公司治理结构。
英国公司治理准则推崇独立董事制度，强调独立董事在公司治理中的作用。
独立董事可以对公司的经营
进行监督和提供独立性意见。
在公司董事会中，独立董事比例一般不
应小于三分之一。
此外，公司还应设立审计委员会、薪酬委员会和任
命委员会，确保公司的决策能够在独立监管下得以实施。
第二步，规范股东权益。
英国公司治理准则规定，公司应当积极
与其股东交流，及时传达公司最新的战略和财务信息，并尽量保护股
东的权益。
同时，公司也应该建立健全的投票和信息披露机制，让股
东能够在决策中发挥更加积极的作用。
第三步，强化公司透明度。
公司应当及时披露重大事件和信息，
例如财务报告、董事会成员变动和公司治理结构调整等。
该准则要求
公司对这些信息进行全面、精准的披露，以保障投资人的利益。
第四步，聘用高素质董事。
公司应当在聘用董事时仔细筛选，确
保董事具备相关的资格条件和管理经验。
此外，公司也应当建设一个
全面的董事培训计划，帮助董事们更好地了解公司业务和管理知识。
英国公司治理准则的执行可以有效提高公司的透明度和规范管理
水平，提升股东和投资人的信心，增强公司的商业竞争力。
在全球化
和信息化的今天，该准则正在逐步成为其他国家公司治理的重要指导。
国际ESG政策法规及最佳实践ESG（环境、社会与治理）全称Environment Social Governance，也可被认为是一个平台，致力于将各类环境保护和社会责任政策、法规和最佳实践结合到全球企业执行中作为一个全新的伦理标准，旨在加强全球企业保护环境和处理社会责任的机制，以及监管与公司长期股式投资有关的措施。
国际ESG 保护的范围庞大、功能多元，既包括了长期的环境保护和社会责任，也包括了在企业治理方面的治理原则和最佳实践，全球企业在此类行为标准下可以更好地履行责任、实现利益最大化和有效管理风险。
ESG标准通常具备以下内容：环境保护规定，要求企业追求节能减排，控制污染物和排放，积极参与气候变化等环境保护活动；社会责任规定，包括尊重和维护少数民族权益，尊重劳动者的工作权利，确保遵守产业宪章等；企业治理规定，要求实施健全的公司治理制度和程序，以及配备有足够资源和条件的员工。
ESG等标准在全球正逐步吸引大众关注，进行建设性研究。
2015年，在气候变化被认定为全球性应对之际，ESG也得到了全球社会的广泛认可，越来越多的投资者开始要求他们的投资对象以不降低投资回报的情况下，提升财务报告、伦理管理和守信水平，通过ESG 投资的方式展示企业的商业道德。
目前，国际社会关于ESG 方面的法律法规也不断完善，遵从国家、国际和政策要求的工作有了明确的流程，以及跨国企业关于管理环境和社会问题的准则。
英国《公司社会责任报告准则》（UK Corporate Governance Code of Social Responsibility）是国际ESG 政策法规及最佳实践的重要参照之一，它强调了遵守政策和企业实践ESG的重要性。
英国《公司社会责任报告准则》规定，企业必须营造联系其价值观、员工行为以及正视和应对的社会问题的内部文化，从而有助于企业的实践和研究。
此外，欧盟也出台了关于ESG 方面的法规，它准确地定义了各类组织的财务报告的内容，以及管理社会和环境责任的最佳实践，这为企业摆脱类似环境、社会和法律上的压力提供了新凡例。
英国公司治理守则英国公司治理守则（UK Corporate Governance Code）是英国公司法的一部分，是一套维护企业透明度和公正性的指导原则。
该守则由英国企业管治局（Financial Reporting Council）制定，并在2018年进行了修订。
一、公司治理基本原则英国公司治理守则提倡三条基本原则：公正、透明和问责。
公司管理层应明确其责任，全面履行职能，为股东、员工、客户和社会做出正确的决策，导向企业长期持续发展。
二、独立董事英国公司治理守则强调独立董事的角色。
独立董事有助于公司治理，有权表达其独立意见并监视高管层行为，以避免出现利益冲突。
独立董事的比例应适当，这是公司治理中的一个必要环节。
三、董事会董事会应清晰地确定各成员的角色和权利，并确立作为CEO和董事之间监管功能的独立主席。
董事会下设各类委员会，包括财务委员会、薪酬委员会等。
不同类型的委员会不仅能够帮助公司处理业务，还在某种程度上增强了公司的透明度。
董事会的监督职责包括审查公司财务报告、评价战略计划，以及确保公司始终遵守监管准则。
四、公司透明度英国公司治理守则强调透明度，公司管理者应该积极与公司内部和外部的股东和利益相关者沟通，如公开披露公司业绩信息和战略计划，并定期披露相关信息。
五、薪酬和福利薪酬和福利应该与公司业绩挂钩。
管理层的薪酬应该合理且透明，以确保其与公司长期发展目标保持一致。
如果薪酬过于奢侈或缺乏合理性质，就会引起公众的质疑。
六、社会责任英国公司治理守则提倡企业社会责任，认为公司应该在经营业务的同时尽可能地回馈社会，为环境、社区和利益相关者做出一些积极有效的事情。
这有助于企业在市场上赢得信任，并有利于长期发展。
英国公司治理守则为英国的法规设置了一个完善的框架，帮助企业管理层和董事会更好地履行其职能和提高企业透明度。
通过加强公司治理，确保公司始终遵守行业准则，并改善企业的整体表现。
公司治理(Corporate Governance)这一术语首先在20世纪80年代的英文文献中出现,世界经济合作与发展组织(OECD)在公司治理原则中,对公司治理定义如下:公司治理是一种据以对公司进行管理和控制的体系,它规定了公司的各个参与者的责任和权利分布,同时它提供一种用于设置公司目标的结构并提出达到目标和监控运营的手段。
现今国际上主要有三种类型的公司治理模式,即股权主导型、债权主导型和家族控制型的治理模式。
按照1999年5月经济合作与发展组织(OECD)理事会在《公司治理结构原则》中给出的定义,“公司治理结构是一种据以对工商公司进行管理和控制的体系公司治理结构明确规定了公司的各个参与者的责任和权利分布,诸如,董事会、经理层、股东和其他利害相关者。
并且清楚地说明了决策公司事务时所应遵循的规则和程序。
同时,它还提供了一种结构,使之用以设置公司目标,也提供了达到这些目标和监控运营的手段。
”可见,公司治理结构的本质在于妥善处理由于所有权与经营权分离而产生的信托、代理关系,即股东与信托人(董事会)之间的关系,董事会与代理人(经理)之间的关系,包括董事会如何忠诚于股东并勤勉尽职,董事会如何有效激励和监督经理,以及如何平衡公司各相关者利益关系的问题。
一、英美股权主导型的公司治理模式英、美两国在政治文化等方面比较相似,都强调追求自由和提倡个人主义、风险意识。
两国都实行自由市场经济,政府对企业的直接干预程度低,自然人投资踊跃带动了两国私有经济的快速发展。
如表1所示,与日、德相比,英、美企业资本结构中,股权比重很大,资产负债率低。
在股权资本中,股份是高度分散化的,美国和英国公司中前五位最大股东的股份集中度分别为25.4%和20.9%,低于日本和德国公司的33.1%和41.5%(朱义坤,1999)。
公司治理机制一般遵循决策、执行、监督三权分立的原则,分为股东大会、董事会和首席执行官(CEO)三个层次。
董事会下设置提名委员会、薪酬委员会和审计委员会等机构,公司董事以外部董事为主。
OECD公司治理准则I.确保有效的公司治理框架基础Ensure the basis for Effective Corporate Governance公司治理框架应当提升透明、有效的市场，遵循法治原则，明确规定不同的监管、管理及执行权力之间的责任划分。
The corporate governance framework should promote transparent and efficient markets,be consistent with the rule of law and clearly articulate the division of responsibilitiesamong different supervisory, regulatory and enforcement authoritiesA、公司治理结构的发展应当着眼于其对经济的全面发展、市场的统一、为市场参与者所创造的动力和推动透明有效的市场的影响上。
The corporate governance framework should be developed with a view to its impact onoverall economic performance, market integrity and the incentives it creates for marketparticipants and the promotion of transparent and efficient markets.B、在一法域内，影响公司治理实践的法律和规章要求应当符合法治原则，且是透明的、可执行的。
The legal and regulatory requirements that affect corporate governance practices in ajurisdiction should be consistent with the rule of law, transparent and enforceableC、在一法域内，不同权力之间的职责划分应当予以明确规定，且应确保服务于公共利益。
OECD公司治理准则partII(中英文对照)OECD公司治理准则I.确保有效的公司治理框架基础Ensure the basis for Effective Corporate Governance公司治理框架应当提升透明、有效的市场，遵循法治原则，明确规定不同的监管、管理及执行权力之间的责任划分。
The corporate governance framework should promote transparentand efficient markets, be consistent with the rule of law and clearlyarticulate the division of responsibilities among different supervisory,regulatory and enforcement authoritiesA、公司治理结构的发展应当着眼于其对经济的全面发展、市场的统一、为市场参与者所创造的动力和推动透明有效的市场的影响上。
The corporate governance framework should be developed with aview to its impact on overall economic performance, market integrityand the incentives it creates for market participants and thepromotion of transparent and efficient markets.B、在一法域内，影响公司治理实践的法律和规章要求应当符合法治原则，且是透明的、可执行的。
The legal and regulatory requirements that affect corporategovernance practices in a jurisdiction should be consistent with therule of law, transparent and enforceableC、在一法域内，不同权力之间的职责划分应当予以明确规定，且应确保服务于公共利益。
英国《公司治理综合准则》述评2009年第6期第34卷(总第l5o期)河北大学学报(哲学社会科学版)JournalofHebeiUniversity(PhilosophyandSocialScience)Vr0Z.34No.6DeC.,2009英国《公司治理综合准则》述评刘雪荣林曦(1.燕山大学期刊社.河北秦皇岛066004;2.复旦大学社会科学高等研究院,上海200433)摘要:英国的《公司治理综合准则》强调企业的自我管理.这部《准则》是在政府牵头,多方参与的情况下制定出来的,是英国实业界和金融界朝自我管理方向迈进的一个重要成果,是对英国严格的公司法传统和司法制度的一个有益补充.文中在对该《准则》进行述评的基础上,提出了一些关于该《准则》应如何发展的看法.本文作者认为,该《准则》还必须在条款的制定中更多地考虑利益相关者的权益,而不仅仅是公司股东.这是该《准则》应该考虑的一个发展方向.而且,这个《准则》对中国具有一定的借鉴意义.作为发展中国家,中国可以从中学习经验,从而完善我国的公司治理制度.关键词:《综合准则》;董事义务;自我管理;利益相关者作者简介:刘雪荣(1956一),女,辽宁庄河人,燕山大学期刊社副编审,研究方向:证据法学.中图分类号:DF11文献标识码:A文章编号:1005—6378(2009)06—0026～o6收稿日期:2009—03—12自从1998年公布以来,英国的《公司治理综合准则》(下称《准则》)已经走过了十个年头.该《准则》在英国引起了很大的争论.持反对意见的学者认为,这只不过是在公司头上又套了一个枷锁而已,导致本来就已经束手束脚的公司更加难以施展拳脚,特别是在目前金融危机环境下,公司会更加显得噤若寒蝉.如此一来,将更加与自由主义的市场经济基本原则背道而驰.持赞成意见的学者认为.这是一个提高公司治理”卫生状况”(corporatehygiene)[,的努力和尝试,是一个对公司法制度的有益补充.本文旨在对《准则》进行一个梳理,探求其制定的法律含义,实际运作过程当中的政治意味,以及未来进～步发展的借鉴意义.一,《准则》的起源《准则》的起源,要追溯到1991年成立的卡德波利委员会(theCadburyCommittee).当时,成立这个委员会是为了调查频频倒闭的商业大公司.首当其冲的是马科斯维尔通讯公司(Maxwell CommunicationsCorp),该公司总裁马科斯维尔在加纳利群岛(CanaryIslands)上度假时猝死,导致了一系列的金融地震.调查发现,该公司实际上负债累累.另外一个马科斯维尔持股的公司——明镜集团(MirrorGroup),马上申请破产保护,因为该公司的养老金中达四亿四千万美元的巨额资金”不翼而飞”I2].第二个倒闭来自波利派克公司(PollyPeck).此前,在上市报告中,该公司账面显示金融状况良好,还有盈利l_3].还有另外一家金融机构——国际信用与商业银行(BCCI)也倒闭了,造成存款人,持股人和雇员上亿美金的损失J.这些丑闻不但导致了一系列的行业和金融地震,还引发了公众信任危机.公司治理的状况由此进人公众视野,成为政府当年着重治理的一个重要领域.所以,伦敦证券交易所(ISE)牵头审计师,会计师和实业界,组成卡德波利委员会,来对公司治理状况进行一个调查,并在此基础上生成一个金融报告,以规范公司治理_1j.在《卡德波利报告》发表之后,1995年又成立一个格林波利委员会(theGreenburyCommittee)来调查总裁薪酬的制定标准,因为此前撒切尔在全英范围内推行的私有化导致一些英国公司违法操作,制定薪酬过高,引发公众不满.所以,格林波利委员会就是为了专门调查公司薪酬制定标准而成立的.到了90年代后期,为了检阅英国公司的治理制度,又创立了一个汉培尔委员会(the HampelCommittee),借此来提升或者巩固前期的成果.调查的结果显示,没有必要对英国的公司治理制度进行全盘改革.与此相反,时下最紧要的工作就是对现有以及之前的这些建议和提议进行调整,使之系统化.如何建构一个良性互动的局面,增加透明度,强化自我管理和建立有效的问责制,而又能避免过多的政府干预和管制,就是报告所关心的核心问题_1].在1998l5年制定出来之后,《准则》就进行了一系列的修订,在2003_l6J, 2006E和2008E年各进行了三次修订.这些修订法学研究刘雪荣林曦:英国《公司治理综合准则》述评是在广泛征求意见的基础上做出的.接下来我们要详细讨论一下这个《准则》的详细内容.二,《准则》的详细内容这四个版本的《准则》存在一些差异.比如,必须要遵守该《准则》的公司范围扩大了.而且,该《准则》的篇幅也经过了几次调整.1998年最初的版本里面条款甚少_】2,渐渐地这些条款就扩充至80页].其最终的版本,亦是目前正在使用的2008年版,是4O页左右l_8].再者,有些条款的规定也做了相应的改动,诸如针对董事,薪酬和审计方面的信息.尽管存在诸多差异,有许多实质性的规则,原则和规定条款是共同的,不变的,并在这些不同的版本中得以传承和保留.我们对这个《准则》的讨论也将主要从这一方面进行讨论, 讨论这些核心的,不变的或者变化不大的原则.第一,1998年版的《准则》要求董事会成员里面至少三分之一以上是非执行董事(non—executive directors),这一条款在后来的版本得到了延续.董事会的构成也必须要充分考虑到不同成分之间的平衡l】6.对于大公司而言,非执行董事在董事会中的比例应当有所增加.他们应该”独立于公司的管理之外”,”拥有独立的品格和判断”,以及“不存在商业上或其他的关系,会实质上影响他们作出独立的判断”_6].第二,在设置职位时,董事会主席(board chairman)和首席执行官(chiefExecutive)应该要分开,但是这条不是硬性规定.《卡德波利报告》中首先指出了这一点]1.在写入《准则》时,加入了一个附加的条款,强调公司应该向公众解释为什么要进行这样”二合一”的职位设置.后来的《准则》版本,则强调”董事会主席和首席执行官不应该由同一人担任”,只在特殊情况下,才允许把一位首席执行官聘请为董事会主席,而且必须事先征得多数股东的同意I5IL.].第三,涉及年度报告时,应聘请资深独立非执行董事进行独立调查和撰写,以监督董事会,股东有疑问时也可进行相关咨询5lI7.I.第四,董事会应成立提名委员会(appointment committee),以负责董事会成员聘请及连任的事项.该委员会的主要成员应由非执行董事组成.虽然对提名委员会的做法表示赞同,但是卡德波利报告l_g.和格林波利报告l10_都没有把该条款设置成硬性规定.后来,《准则》在此基础上则前进了一步,把它设置成一条必须遵守的准则条款,公司必须要符合该规定,并在实践中严格执行..而且,不光是提名委员会,还有其他由董事组成的委员会,比如薪酬和审计委员会.根据《准则>>1998年版的规定,薪酬委员会(remuneration committee)的成员也必须是独立的非执行董事;对于审计委员会(auditcommittee)而言,大部分的成员应该是独立的非执行董事.这两者之间的区别在于,组成该委员会的成员里面独立的非执行董事究竟是应该占大多数,还是应该全部都是.很明显.对于薪酬委员会,1998年版的《准则》相对比较严格,要求必须全部是独立的非执行董事,而相对于审计委员会来讲,则仅仅要求大多数(majori—ty)而已一.但是,这样的安排很显然会遭人诟病,因为审计问题在一个公司里面的地位,不应该比薪酬问题来得次要.换句话说,如果说薪酬关乎公司的收支平衡,那么,审计关乎的是公司的财务状况.两者的重要性即使不在同一水平上,也应该大致相当.关注公司社会责任的人士还会补充说,审计问题甚至比薪酬更为重要,因为审计直接关乎公司运营的最终成果,而薪酬顶多只是公司运营过程当中的一个环节而已.这个意见显然被采纳了,因为后来的版本都要求,这两个委员会必须全部由独立的非执行董事组成[6].《准则》关于各个委员会的组成和成员构成比例的要求,实际上反映了《准则>5x4于董事会不同义务和责任的偏重程度.很明显,《准则》的中心是在于聘任,薪酬和审计委员会.相比较于聘任委员会,《准则》对于薪酬和审计委员会的要求显然来得更为严格,这主要是从保证公司财务经营状况良好的考虑出发的l_1.再者,通过财务审计,公司的内部监督和风险规避是否得当,就可以看得非常清楚了_6].一个公司的财务状况是否良好是所有股东最为关心的事情口.至于董事的其他两个作用,即聘任及薪酬,则存在不同的看法.首先,就聘任而言,卡德波利报告[.]∞,格林波利报告_1o]如及汉培尔报告[13_¨都要求董事人员的聘任应定期更新.后来,《准则》采纳了这个意见_5]5,要求所有董事聘任时间最长不得超过三年.任期结束之后,所有董事都应该进行重新选举,一般而言,连任不得超过三届,即一个公司董事最多只能聘用9年.董事的重新获选应向公众公布,并接受股东的公开质询和监督.一.河北大学学报(哲学社会科学版)2009年第6期在涉及薪酬的问题上,《格林波利报告》特别关注于这个问题.它强调,针对董事的薪酬设定的条款,应该有更高的透明度.而且,董事服务合同倘若要提前终止,合同终止的待通知期不得超过一年,以减少支付的赔偿金数额l_】0].《汉培尔报告》则对该意见的有效性提出质疑,认为”要判断格林波利准则在实际中的效用,或者考虑对其进行修订,为时尚早-[13232.尽管汉培尔报告提出质疑,《准则》还是采纳了格林波利报告的建议I1J. 第五,《准则》强调公司要”与机构股东进行对话,就共同目标达成共识”.这条只是《准则》的指导原则(codeprinciple),而非规定条款(provi—sion),前者只是一个”一般性的声明”(astatement ofgeneralguidance),后者则是特定的要求(aspe—cificrequirement)_1j.之所以要区分”指导意见”和”规定条款”,是因为制定者希望避免在实际运用过程中,《准则》沦落为只是一个在表格上打钩(box-ticking),走形式的规定.而且,这也将使得股东与公司之间的沟通僵化,因为股东只会顾及公司是否遵照《准则》上面的每一条规定,而忽略除了这些条款之外,公司还有范围更广的责任和义务.这是因为,在制定之初,制定者就已经指出,这个《准则》只是一个框架性的建议.因此,对于董事与股东之间沟通的形式,方式,内容等,都并非面面俱到,事无巨细地进行规定.故此,该《准则》只是为公司的领导层(董事)和所有者(股东)之间进行沟通时提供一些指导性意见和框架.更重要的是,形式,方式和内容都可以灵活多变,只要达到在董事和股东之间一个良性互动就可以了,而不是如同一个严格的立法那样去一条条地看公司是否符合所有这些《准则》里面的规定.理解这个精神远远比刻板乃至死板地遵照这个《准则》的规定重要L】3J.总之,制定者一直强调,在运用该《准则》时,一定要警惕将该《准则》僵化使用的倾向.三,《准则》:灵活还是僵化?从前面的分析来看,《准则》只在向董事和持股人传达这样一个信息:那就是自我管理和自我约束.虽然《准则》规定了相应的规则,指导意见和条款,但是,并不硬性要求公司必须要严格遵守每一条规定,而只是要求公司在其年度报告中明示他们是否遵照了这些指导意见和条款,如果不遵照这些规定,也是允许的.也就是说,公司在参照这个《准则》的过程中,拥有较大程度的自主性.唯一的限制就是所有这些不遵照的情况都必须在年度报告中说明.再者,这个《准则》并不是一个完全由政府强制执行的规定,换言之,它不是一部严格意义上的立法.如果我们对《准则》进行细致的考察,就会发现,其实它并没有如成文法(比如《公司法》)那样有硬性的约束力,也并没有经过严格的立法程序.实际上,它是一个”非政府主导,无成文法背景,,L1j的规定.制定这个《准则》,虽然是由议会发起的,但是委员会成员并不全都是政客,而是包括实业界,金融界和利益集团的许多人士.所有由此产生的报告以及各个不同版本的《准则》,都是在广泛征求英国各界反馈意见的基础之上作出的.这里面,不光是金融界,实业界,同时还有私营业主和股东,以及对此感兴趣的利益相关者和集团.在经合组织(0ECD)之中,也有一个相似的《经合组织公司治理原则》(the0ECDPrinciples ofCorporateGovernance)_1,该《原则》也强调”公司治理关系和实践,应由市场来决定.大体而言,公司治理应该由私营部门自行决定”l_l5j.因此,从本质上讲,不论是英国的《准则》,还是经合组织的《原则》,都是关于自我管理的指导性意见,而非对公司而言的如紧箍咒般的成文法规定.有学者评价说,”自我管理的诸多准则可被看成是有必要的干预形式.这种形式进攻性弱,灵活性强,而不能被看成是强加在公司头上的硬性法律规定.这些准则,从根本上讲,是市场主体制定出来的,是否要求公司要实行某一特定条款,说白了,则完全由市场说了算”l_1].《准则》的这种灵活性实际上是对英国严格公司法制度的一个有益补充,特别是最近几年在英国学界热烈争论灵活性和硬性之间的取舍问题.英国的学者认为,英国应该效仿美国,实行一个较为开明和灵活的公司法制度,如此一来,即可刺激英国公司的发展,从而达到美国那种跨国公司和巨头林立的局面口引.与此相反,持反对意见的人士则认为,目前英国公司的治理状况已经够糟糕的了,如果再放开手脚,那么只会造成越来越严重的后果,特别是在目前经济危机的背景下.许多公司可能会通过一些非法的手段来转移资产,从而达到董事及领导层中饱私囊的目的.在这种情况下,英国不但不应该放松管制,恰恰相反,应该提高公司法对公司规定之严格程度u.法学研究刘雪荣林曦:英国《公司治理综合准则》述评四,《准则》的局限性首先,这部《准则》同样存在一些局限性.对《准则》一个主要的批评就是它这种”要么遵守,要么解释”的灵活性,实际上可能会在实际操作中出现问题.这种允许公司通过解释原因来规避指导意见和规定的义务的灵活性,可能会导致公司不会全心全意地遵守这个《准则》_】引.之前的《汉培尔报告》实际上已经指出了这一点副.正因为灵活性太强,任何想要引导公司去达到一个良好治理的目的,有可能都没有办法达到.其次,非执行董事发挥的监督作用可能不会很有效.他们的独立地位也可能在实际执行中要大打折扣.事实上,他们在公司中也是有利益的.一位研究公司法的教授——希利曾经指出,”如果我们考虑到非执行董事在薪酬委员会中的工作并不是义务劳动,真正意义上的独立就与神话无异”l_1.非执行董事是否能够有效发挥《准则》所期待的监督和”看门狗”(watchdog)的角色,这一点许多学者都表示质疑[“]’[.]乳l2卜..这些阻碍他们发挥作用的因素包括:他们与执行董事之间的认同感(senseoffellowship),会让他们更有可能扮演一个同情的倾听者,而非对执行董事的监督者角色.而且,他们对公司而言是外来人,这一点有可能导致他们缺乏足够的专业知识和经验来有效履行其监督职责.有学者批评说非执行董事在很大程度上是”一个自我延续的寡头政治群体.他们是在特定的商业机构中培养出来的.这些商业机构在许多重大的领域与那些执行董事所处的机构有着利益上的重合”_2.再次,这个《准则》基本上还是延续了公司法中认为股东权益至高无上的传统,而忽略了除了股东,还有很大一批利益相关者(stakeholders),他们的利益,也应该被考虑在董事义务的范围之内.很明显,现行的《准则》没有规定或提及有关非股东的利益相关者的董事义务.与英国《准则》相对应的是,2004年出版的《经合组织公司治理原则》(theoECDPrinciplesofCorporateGovernance)就承认除了股东权益之外,还存在一个更大范围内的利益相关者的群体.在公司治理框架中这些利益相关者的考量必须有所体现.正如制定者所说的,”公司治理框架必须看到,利益相关者同样拥有法定或者契约性的权利,他们帮助公司及股东一道创造财富,工作机会及经济上可持续的健康的企业”].这种考虑利益相关者的视角与仅仅考虑股东权益的视角有着明显的不同.很遗憾,目前的《准则》尚未考虑更多的利益相关者的权益,这应该是《准则》将来需要努力的一个方向. 五,对我国的借鉴意义虽为不同体制,但是这部《准则》对我国公司立法还是具有一定的借鉴意义.首先,这是一部“政府牵头,私营部门主导”的准立法尝试,目的在于寻求对传统模式的突破.传统上,英美国家对公司的管制框架以立法为主体,并辅助以政府强制手段.这种传统模式虽然在现代公司法和公司治理的发展过程中起到了积极的作用,但是,也有一些明显的弊端.比如,在英国,公司法的执行非常严格,常被批评为僵化,缺乏灵活性.而且,公司法只是一个事后(expost)的监督,往往要等到问题暴露出来,才能启动程序进行救济,而不能够在问题稍露端倪或者尚未达到严重程度时,就开始介入,进行救济,这是事后监督广为人诟病的一个地方.其次,英美法系重视程序正义,因此诉讼程序非常详细,严格,进入到诉讼程序之后也难以对公司治理起到有效的监督,因为诉讼程序的冗长往往导致救济不力或者救济不及时.最后,政府的强制手段也不是正当的解决之道.在重视私营企业自主性,强调自我调节的市场经济的今天, 过多的政府强制手段会被企业界认为是对其运营的不当干预,从而引发抵触情绪.在这种情况下,就需要有一种替代性(alterna- tive)的方式,来达到既要提高公司治理现状,又不能政府干预过多的目的.在这种情况下,英国进行了积极有效的尝试,就是由政府牵头,私营企业主导,来制定一个不是法律,但是类似法律的准则.这个《准则》因为是业界自行制定的,所以会具有相对较高的公信度.而且,正因为这个《准则》只是指导性的,而并不要求公司刻板地遵守每一条规定,这就给公司留下一个灵活的空间,可以根据自身的情况进行调整.而且,这也给公司留出一个往上发展的空问,特别是对于中小公司而言.相比较大型公司,中小公司在资金,人员与制度上面会存在诸多不足.许多中小公司治理可能尚未达到《准则》里面所要求的方方面面,但是,它们都可以朝《准则》所规定的方向努力.如此一来,既不会由于严格的规定而导致中小公司在起跑线上受到事实上(defacto)的歧视,也不会让中河北大学学报(哲学社会科学版)2009年第6期小公司安于现状而停滞不前,而是设定了一个清晰,可努力的目标,鼓励中小公司努力改善其公司治理的状况.因此,这种灵活,发展的特性是该《准则》所特有的优势.对于中国而言,这种把灵活性与市场的自主性结合在一起的尝试未尝不具有借鉴意义.在改革开放三十年之后,中国也在积极寻求一种有效的公司治理方式.推进公司法的立法改革和制度完善固然是一方面,但是,我们必须意识到,即使有一天我们能够在公司法的立法和司法制度上达到如英美法系这样一个比较完善的地步,也仍然没有解决英美国家目前所面临的事后监督的弊端.届时,这些弊端同样会在中国显示出来.因此,在公司治理方面,我们完全可以充分发挥我们的”后发优势”,可以同时进行政府立法与发挥私营部门的自主性,”用两条腿走路”,从而全面提高我国公司治理的状况.而且,在借鉴英美国家成熟的公司治理经验的基础上,我们可以少走很多弯路,同时迅速与国际接轨,为创建有中国特色的公司治理制度添砖加瓦.六,结论本文集中讨论了英国《公司治理综合准则》的起源,详细内容,特点及局限性.应该看到,该《准则》是对现行的英国公司法一个有益的补充.因为,成文法在很多时候容易导致僵化,加上英国有着悠久的消极审判的传统,在这样的背景下,对公司治理的监督很大程度上就只能是事后的监督. 学者对此的诟病是,这种事后监督并非治病救人, 而是在病人膏肓的情况给奄奄一息的公司致命一击,将其送入火葬场.而且,因为对程序一贯的坚持,这种事后监督往往导致大量的时间,人力,物力和财力都耗费在旷日持久的诉讼程序当中,难以平衡各方的利益.因此,出台这个《准则》,目的在于为公司治理提供一个指导性的框架,引导公司进行更多的自我管理.在问题刚露出苗头时就能及时采取措施,鼓励股东与领导层多方沟通,合作,积极应对问题,从而治病救人.而不是像2O世纪80年代末,9O年代初那样,公司不倒则已,一旦垮台,则会引发一系列多米诺骨牌式的效应,重者甚至会引发金融震荡和公共信任危机.所以,该《准则》是对现行英国公司法的一个有益补充. 同时,我们也应该看到,《准则》还是存在不少局限性,尤其是延续了公司法以股东权益为中心的一贯做法.这在要求企业承担社会责任(corpo- ratesocialresp0nsibilities)呼声日益高涨的当下社会[2,实际上是非常不够的.从这一意义上讲,《准则》仍是非常谨慎,甚至可以说有点保守的一个尝试,其未来的发展方向,应该是吸取多方经验,参考多国的公司治理准则,来达到自身的不断完善和提高.对于中国而言,其借鉴意义在于,作为一个发展中国家,我们可以充分审视英美国家在公司治理方面的成熟经验和相关尝试,从而全面提高我国公司治理制度的实践和创新.[参考文献]1-13PARKINSONJ,KELL YO.TheCombinedCodeon CorporateGovernance[J].ThePoliticalQuarterly,1999,70(1):101—107.[2]MCCARROLLT.ScandalMaxwellSPlummet[N]. Time,2001一O6—24.[3]PRATLEYN,SMITHH.LonelyandMarooned, TycoonRisksaLongStretchinPrison[N].TheGuardian,2003—09—03.[4]KERRYJ,BR0wNH.TheBCCIAffair:AReport tOtheCommitteeonForeignRelationg,UnitedStates Senate[EB/OL].[2009一o5—28]. :///irp/congress/1992一rpt/bcci/index.ht—m1.r5]TheCombinedCode:PrinciplesofGoodGovernance andCodeofBestPractice[M].London:Gee,1998.[63FinancialReportingCouncil.TheCombinedCodeonCor—porateGovernance[EB/OI].1,2009—06—03]. ://,。
英国公众公司的公司章程文档编制序号：[KK8UY-LL9IO69-TTO6M3-MTOL89-FTT688]SCHEDULE 3 Regulation 4 MODEL ARTICLES FOR PUBLIC COMPANIESINDEX TO THE ARTICLESPART 1INTERPRETATION AND LIMITATION OF LIABILITY1. Defined terms2. Liability of membersPART 2DIRECTORSDIRECTORS’ POWERS AND RESPONSIBILITIES3. Directors’ general authority4. Members’ reserve power5. Directors may delegate6. CommitteesDECISION-MAKING BY DIRECTORS7. Directors to take decisions collectively8. Calling a directors’ meeting9. Participation in directors’ meetings10. Quorum for directors’ meetings11. Meetings where total number of directors less than quorum12. Chairing directors’ meetings13. Voting at directors’ meetings: genera l rules14. Chairman’s casting vote at directors’ meetings15. Alternates voting at directors’ meetings16. Conflicts of interest17. Proposing directors’ written resolutions18. Adoption of directors’ written resolutions19. Directors’ discretion to make further rulesAPPOINTMENT OF DIRECTORS20. Methods of appointing directors21. Retirement of directors by rotation22. Termination of director’s appointment23. Directors’ remuneration24. Directors’ expensesALTERNATE DIRECTORS25. Appointment and removal of alternates26. Rights and responsibilities of alternate directors27. Termination of alternate directorshipPART 3DECISION-MAKING BY MEMBERSORGANISATION OF GENERAL MEETINGS28. Members can call general meeting if not enough directors29. Attendance and speaking at general meetings30. Quorum for general meetings31. Chairing general meetings32. Attendance and speaking by directors and non-members33. AdjournmentVOTING AT GENERAL MEETINGS34. Voting: general35. Errors and disputes36. Demanding a poll37. Procedure on a poll38. Content of proxy notices39. Delivery of proxy notices40. Amendments to resolutionsRESTRICTIONS ON MEMBERS’ RIGHTS41. No voting of shares on which money owed to companyAPPLICATION OF RULES TO CLASS MEETINGS42. Class meetingsPART 4SHARES AND DISTRIBUTIONSISSUE OF SHARES43. Powers to issue different classes of share44. Payment of commissions on subscription for sharesINTERESTS IN SHARES45. Company not bound by less than absolute interestsSHARE CERTIFICATES46. Certificates to be issued except in certain cases47. Contents and execution of share certificates48. Consolidated share certificates49. Replacement share certificatesSHARES NOT HELD IN CERTIFICATED FORM50. Uncertificated shares51. Share warrantsPARTLY PAID SHARES52. Company’s lien over partly paid shares53. Enforcement of the company’s lien54. Call notices55. Liability to pay calls56. When call notice need not be issued57. Failure to comply with call notice: automatic consequences58. Notice of intended forfeiture59. Directors’ power to forfeit shares60. Effect of forfeiture61. Procedure following forfeiture62. Surrender of sharesTRANSFER AND TRANSMISSION OF SHARES63. Transfers of certificated shares64. Transfer of uncertificated shares65. Transmission of shares66. Transmittees’ rights67. Exercise of transmittees’ rights68. Transmittees bound by prior noticesCONSOLIDATION OF SHARES69. Procedure for disposing of fractions of sharesDISTRIBUTIONS70. Procedure for declaring dividends71. Calculation of dividends72. Payment of dividends and other distributions73. Deductions from distributions in respect of sums owed to the company74. No interest on distributions75. Unclaimed distributions76. Non-cash distributions77. Waiver of distributionsCAPITALISATION OF PROFITS78. Authority to capitalise and appropriation of capitalised sumsPART 5MISCELLANEOUS PROVISIONSCOMMUNICATIONS79. Means of communication to be used80. Failure to notify contact detailsADMINISTRATIVE ARRANGEMENTS81. Company seals82. Destruction of documents83. No right to inspect accounts and other records84. Provision for employees on cessation of businessDIRECTORS’ INDEMNITY AND INSURANCE85. Indemnity86. InsurancePART 1INTERPRETATION AND LIMITATION OF LIABILITYDefined terms1. In the articles , unless the context requires otherwise—“alternate” or “alternate director” has the meaning given in article 25;“appointor” has the meaning given in article 25;“articles” means the company’s articles of associa tion;“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Irelandwhich have an effect similar to that of bankruptcy;“call” has the meaning given in article 54;“call notice” has the meaning g iven in article 54;“certificate” means a paper certificate (other than a sharewarrant) evidencing a person’s title to specified shares or other securities;“certificated” in relation to a share, means that it is not an uncertificated share or a share in respect of which a sharewarrant has been issued and is current;“chairman” has the meaning given in article 12;“chairman of the meeting” has the meaning given in article 31;“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;“company’s lien” has the meaning given in article 52;“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;“distribution recipient” has the meaning given in article 72;“document” includes, unless otherwise specified, any documentsent or supplied in electronic form;“electronic form” has the meaning given in section 1168 of the Companies Act 2006;“fully paid” in relation to a share, means that the nominalvalue and any premium to be paid to the company in respect of that share have been paid to the company;“hard copy form” has the meaning given in section 1168 of the Companies Act 2006;“holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares, or, in the case of a share in respect of which a share warrant hasbeen issued (and not cancelled), the person in possession of that warrant;“instrument” means a documen t in hard copy form;“lien enforcement notice” has the meaning given in article 53;“member” has the meaning given in section 112 of the CompaniesAct 2006;“ordinary resolution” has the meaning given in section 282 ofthe Companies Act 2006;“paid” means paid or credited as paid;“participate”, in relation to a directors’ meeting, has the meaning given in article 9;“partly paid” in relation to a share means that part of that share’s nominal value or anypremium at which it was issued has not been paid to the company;“proxy notice” has the meaning given in article 38;“securities seal” has the meaning given in article 47;“shares” means shares in the company;“special resolution” has the meaning given in section 283 of the Companies Act 2006;“subsidiary” has the meaning given in section 1159 of theCompanies Act 2006;“transmittee” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law;“uncertificated” in relation to a share means that, by virtue of legislation (other than section 778 of the Companies Act 2006) permitting title to shares to be evidenced and transferred withouta certificatee, title to that share is evidenced and may betransferred without a certificate; and“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in theCompanies Act 2006 as in force on the date when these articles become binding on the company.Liability of members2. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.PART 2DIRECTORSDIRECTORS’ POWERS AND RESPONSIBILITIESDirectors’ general authority3. Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.Members’ reserve power4.—(1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.Directors may delegate5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—(a) to such person or committee;(b) by such means (including by power of attorney);(c) to such an extent;(d) in relation to such matters or territories; and(e) on such terms and conditions;as they think fit.(2) If the directors so specify, any such delegation may authorise further delegation of thedirectors’ powers by any pers on to whom they are delegated.(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.Committees6.—(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.DECISION-MAKING BY DIRECTORSDirectors to take decisions collectively7. Decisions of the directors may be taken—(a) at a directors’ meeting, or(b) in the form of a directors’ written resolution.Calling a directors’ meeting8.—(1) Any director may call a directors’ meeting.(2) The company secretary must call a directors’ meeting if a director so requests.(3) A directors’ meeting is called by giving notice of the meeting to the directors.(4) Notice of any directors’ meeting must i ndicate—(a) its proposed date and time;(b) where it is to take place; and(c) if it is anticipated that directors participating in themeeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.(5) Notice of a directors’ meeting must be given to each director, but need not be in writing.(6) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.Participation in directors’ meeti ngs9.—(1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when—(a) the meeting has been called and takes place in accordancewith the articles, and(b) they can each communicate to the others any information oropinions they have on any particular item of the business of the meeting.(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.Quorum for directors’ meetings10.—(1) At a directors’ meeting, unless a quorum is participati ng, no proposal is to be voted on, except a proposal to call another meeting.(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.Meetings where total number of directors less than quorum 11.—(1) This article applies where the total number of directorsfor the time being is less than the quorum for directors’ meetings.(2) If there is only one director, that director may appoint sufficient directors to make up a quorum or call a general meetingto do so.(3) If there is more than one director—(a) a directors’ meeting may take place, if it is called inaccordance with the articles and at least two directorsparticipate in it, with a view to appointing sufficient directors to make up a quorum or calling a general meeting to do so, and(b) if a directors’ meeting is called but only one directorattends at the appointed date and time to participate in it, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.Chairing directors’ meetings12.—(1) The directors may appoint a director to chair their meetings.(2) The person so appointed for the time being is known as the chairman.(3) The directors may appoint other directors as deputy or assistant chairmen to chair directors’meetings in the chairman’s absence. (4) The directors may terminate the appointment of the chairman, deputy or assistant chairman at any time.(5) If neither the chairman nor any director appointed generally to chair directors’ meetings in the chairman’s absence isparticipating in a meeting within ten minutes of the time at whichit was to start, the participating directors must appoint one of themselves to chair it.Voting at directors’ meetings: general rules13.—(1) Subject to the articles, a decision is taken at a directors’ meeting by a majority of the votes of the participating directors.(2) Subject to the articles, each director participating in a directors’ me eting has one vote.(3) Subject to the articles, if a director has an interest in an actual or proposed transaction or arrangement with the company—(a) that director and that director’s alternate may not vote onany proposal relating to it, but(b) this does not preclude the alternate from voting in relationto that transaction orarrangement on behalf of another appointor who does not have such an interest.Chairman’s casting vote at directors’ meetings14.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.Alternates voting at directors’ meetings15. A director who is also an alternate director has an additional vote on behalf of eachappointor who is—(a) not participating in a directors’ meeting, and(b) would have been entitled to vote if they were participatingin it.Conflicts of interest16.—(1) If a directors’ meeting, or part of a directors’ meeting, is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in that meeting, or part of a meeting, for quorum or voting purposes.(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in a decision at a directors’ meeting, or part of a directors’ meeting, relating to it for quorum and voting purposes.(3) This paragraph applies when—(a) the company by ordinary resolution disapplies the provisionof the articles which would otherwise prevent a director frombeing counted as participating in, or voting at, a directors’ meeting;(b) the director’s interest cannot reasonably be regarded aslikely to give rise to a conflict of interest; or(c) the director’s con flict of interest arises from a permittedcause.(4) For the purposes of this article, the following are permitted causes—(a) a guarantee given, or to be given, by or to a director inrespect of an obligation incurred by or on behalf of the company or any of its subsidiaries;(b) subscription, or an agreement to subscribe, for shares orother securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for anysuch shares or securities; and(c) arrangements pursuant to which benefits are made available toemployees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.(5) Subject to paragraph (6), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusionof the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.(6) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) forvoting or quorum purposes.Proposing directors’ written r esolutions17.—(1) Any director may propose a directors’ written resolution. (2) The company secretary must propose a directors’ written resolution if a director so requests.(3) A directors’ written resolution is proposed by giving notice of the proposed resolution to the directors.(4) Notice of a proposed directors’ written resolution must indicate—(a) the proposed resolution, and(b) the time by which it is proposed that the directors shouldadopt it.(5) Notice of a proposed directors’ written resolut ion must be given in writing to each director.(6) Any decision which a person giving notice of a proposed directors’ written resolution takes regarding the process of adopting that resolution must be taken reasonably in good faith. Adoption of directors’ written resolutions18.—(1) A proposed directors’ written resolution is adopted when all the directors who would have been entitled to vote on the resolution at a directors’ meeting have signed one or more copiesof it, provided that those directors would have formed a quorum at such a meeting.(2) It is immaterial whether any director signs the resolution before or after the time by which the notice proposed that it should be adopted.(3) Once a directors’ written resolution has been adopted, it must be treated as if it had been a decision taken at a directors’ meeting in accordance with the articles.(4) The company secretary must ensure that the company keeps a record, in writing, of alldirectors’ written resolutions for at least ten years from the date of their adoption.Directors’ discretion to make further rules19. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.APPOINTMENT OF DIRECTORSMethods of appointing directors20. Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—(a) by ordinary resolution, or(b) by a decision of the directors.Retirement of directors by rotation21.—(1) At the first annual general meeting all the directors must retire from office.(2) At every subsequent annual general meeting any directors—(a) who have been appointed by the directors since the lastannual general meeting, or(b) who were not appointed or reappointed at one of the precedingtwo annual general meetings, must retire from office and mayoffer themselves for reappointment by the members.Termination of director’s appointment22. A person ceases to be a director as soon as—(a) that person ceases to be a director by virtue of anyprovision of the Companies Act 2006 or is prohibited from being a director by law;(b) a bankruptcy order is made against that person;(c) a composition is made with that person’s credi tors generallyin satisfaction of thatperson’s debts;(d) a registered medical practitioner who is treating that persongives a written opinion to the company stating that that person has become physically or mentally incapable of acting as adirector and may remain so for more than three months;(e) by reason of that person’s mental health, a court makes anorder which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;(f) notification is received by the company from the directorthat the director is resigning from office as director, and such resignation has taken effect in accordance with its terms. Directors’ remuneration23.—(1) Directors may undertake any services for the company that the directors decide.(2) Directors are entitled to such remuneration as the directors determine—(a) for their services to the company as directors, and(b) for any other service which they undertake for the company.(3) Subject to the articles, a director’s remuneration may—(a) take any form, and(b) include any arrangements in connection with the payment of apension, allowance or gratuity, or any death, sickness ordisability benefits, to or in respect of that director.(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.(5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’ssubsidiaries or of any other body corporate in which the company is interested.Directors’ expenses24. The company may pay any reasonable expenses which the directors properly incur inconnection with their attendance at—(a) meetings of directors or committees of directors,(b) general meetings, or(c) separate meetings of the holders of any class of shares or ofdebentures of the company, or otherwise in connection with the exercise of their powers and the discharge of theirresponsibilities in relation to the company.ALTERNATE DIRECTORSAppointment and removal of alternates25.—(1) Any director (the “appointor”) may appoint as analternate any other director, or any other person approved by resolution of the directors, to—(a) exercise that director’s powers, and(b) carry out that director’s responsibilities,in relation to the taking of decisions by the directors in the absence of the alternate’s appointor.(2) Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors.(3) The notice must—(a) identify the proposed alternate, and(b) in the case of a notice of appointment, contain a statementsigned by the proposedalternate that the proposed alternate is willing to act as the alternate of the director giving the notice.Rights and responsibilities of alternate directors26.—(1) An alternate director has the same rights, in relation to any directors’ meeting ordirectors’ written resolution, as the alternate’s appointor.(2) Except as the articles specify otherwise, alternate directors—(a) are deemed for all purposes to be directors;(b) are liable for their own acts and omissions;(c) are subject to the same restrictions as their appointors; and(d) are not deemed to be agents of or for their appointors.(3) A person who is an alternate director but not a director—(a) may be counted as participating for the purposes ofdetermining whether a quorum is participating (but only if that person’s appointor is not participating), and(b) may sign a written resolution (but only if it is not signedor to be signed by that person’s appointor).No alternate may be counted as more than one director for such purposes.(4) An alternate director is not entitled to receive any remuneration from the company forserving as an alternate director except such part of thealternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the company.Termination of alternate directorship27. An alternate director’s appointment as an alternate terminates—(a) when the alternate’s appointor revokes the appointment bynotice to the company in writing specifying when it is toterminate;(b) on the occurrence in relation to the alternate of any eventwhich, if it occurred in relation to the alternate’s appointor, would result in the termination of the appointor’s appointment as a director;(c) on the death of the alternate’s appointor; or(d) when the alternate’s appointor’s appointment as a dir ectorterminates, except that an alternate’s appointment as analternate does not terminate when the appointor retires byrotation at a general meeting and is then re-appointed as adirector at the same general meeting.PART 3DECISION-MAKING BY MEMBERSORGANISATION OF GENERAL MEETINGSMembers can call general meeting if not enough directors28. If—(a) the company has fewer than two directors, and(b) the director (if any) is unable or unwilling to appointsufficient directors to make up aquorum or to call a general meeting to do so,then two or more members may call a general meeting (or instruct the company secretary to do so) for the purpose of appointing one ormore directors.Attendance and speaking at general meetings29.—(1) A person is able to exercise the right to speak at ageneral meeting when that person is in a position to communicate toall those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.(2) A person is able to exercise the right to vote at a general meeting when—(a) that person is able to vote, during the meeting, onresolutions put to the vote at the meeting, and(b) that person’s vote can be taken into account in determiningwhether or not suchresolutions are passed at the same time as the votes of all the other persons attending the meeting.(3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.(4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same placeas each other.(5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that ifthey have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.Quorum for general meetings30. No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.Chairing general meetings31.—(1) If the directors have appointed a chairman, the chairmanshall chair general meetings if present and willing to do so.(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—(a) the directors present, or(b) (if no directors are present), the meeting,。
英国公司的财务管理制度IntroductionFinancial management is a critical aspect of running a business successfully. In the United Kingdom, companies are required to adhere to strict financial regulations and reporting requirements. This paper aims to explore the financial management system in UK companies, including the regulatory framework, financial reporting, and corporate governance.Regulatory FrameworkThe regulatory framework for financial management in the UK is primarily governed by the Financial Reporting Council (FRC) and the Companies Act 2006. The FRC sets the standards for financial reporting, auditing, and corporate governance, while the Companies Act 2006 outlines the statutory requirements for financial reporting and disclosure.The FRC issues the Financial Reporting Standards (FRS) which are used by UK companies to prepare their financial statements. The FRS are based on the International Financial Reporting Standards (IFRS) with some modifications to suit the UK regulatory environment. The FRC also oversees the work of the accounting and auditing profession in the UK, ensuring that they adhere to the highest standards of professionalism and ethical conduct. The Companies Act 2006 requires all UK companies to prepare annual financial statements that comply with the relevant accounting standards. These financial statements must be audited by a registered auditor and filed with the Companies House, the government agency responsible for maintaining the public registry of company information.Financial ReportingUK companies are required to prepare their financial statements in accordance with the FRS and IFRS. The financial statements consist of the statement of financial position (balance sheet), statement of comprehensive income (income statement), statement of changes in equity, statement of cash flows, and notes to the financial statements.The statement of financial position provides a snapshot of the company's financial position at a specific point in time, including its assets, liabilities, and equity. The statement of comprehensive income shows the company's financial performance over a period, including its revenue, expenses, and profit or loss. The statement of changes in equity details the changes in the company's equity during the period, including the issuance of new shares and the payment of dividends. The statement of cash flows reconciles the company's operating, investing, and financing activities to its cash position.The notes to the financial statements provide additional information about the company's accounting policies, significant accounting estimates and judgments, and contingent liabilities. They also include a statement of directors' responsibilities, providing anassurance that the financial statements have been prepared in accordance with the applicable accounting standards and provide a true and fair view of the company's financial position and performance.Corporate GovernanceCorporate governance is an integral part of the financial management system in UK companies. The UK Corporate Governance Code, issued by the FRC, sets out the principles of good governance and best practice for UK companies. The code applies to all companies with a premium listing on the London Stock Exchange, as well as large private companies. The UK Corporate Governance Code outlines the responsibilities of the board of directors, including the chairman and the chief executive officer, in overseeing the company's financial management and financial reporting. It also emphasizes the importance of transparency and accountability in financial reporting, with a focus on the quality, integrity, and reliability of financial information.The code also addresses the role of the audit committee in overseeing the company's financial reporting and internal controls. The audit committee is responsible for appointing the external auditor, reviewing the audit plan, and discussing the results of the audit with the auditor. It also monitors the effectiveness of the company's internal controls and risk management processes.In addition, the UK Corporate Governance Code requires companies to disclose their remuneration policy, including the remuneration of the directors and senior executives. This is aimed at ensuring that executive pay is aligned with the long-term success of the company and does not encourage excessive risk-taking.ConclusionThe financial management system in UK companies is governed by a robust regulatory framework, including the FRC and the Companies Act 2006. UK companies are required to prepare their financial statements in accordance with the FRS and IFRS, ensuring transparency and accountability in financial reporting. Corporate governance is also a key aspect of the financial management system, with the UK Corporate Governance Code setting out the principles of good governance and best practice for UK companies. Overall, the financial management system in UK companies is designed to promote the integrity and reliability of financial information, as well as the long-term success of the company.。
UK Corporate Governance CodeFrom Wikipedia, the free encyclopediaJump to: navigation, searchThe UK Corporate Governance Code 2010 (from here on referred to as "the Code") is a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Services Authority's Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 2000[1] and require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code - in what the code refers to as 'comply or explain'.[2] Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private company accounts. The Code adopts a principles-based approach in the sense that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exact provisions that must be adhered to.Contents[hide]• 1 Origins• 2 Contentso 2.1 Schedules• 3 Code compliance?• 4 See also• 5 Notes• 6 References•7 External links[edit] OriginsThe Code is essentially a consolidation and refinement of a number of different reports and codes concerning opinions on good corporate governance. The first step on the road to the initial iteration of the code was the publication of the Cadbury Report in 1992. Produced by a committee chaired by Sir Adrian Cadbury, the Report was a response to major corporate scandals associated with governance failures in the UK. The committee was formed in 1991 after Polly Peck, a major UK company, went insolvent after years of falsifying financial reports. Initially limitedto preventing financial fraud, when BCCI and Robert Maxwell scandals took place, Cadbury's remit was expanded to corporate governance generally. Hence the final report covered financial, auditing and corporate governance matters, and made the following three basic recommendations:•the CEO and Chairman of companies should be separated•boards should have at least three non-executive directors, two of whom should have no financial or personal ties to executives •each board should have an audit committee composed of non-executive directorsThese recommendations were initially highly controversial, although they did no more than reflect the contemporary "best practice", and urged that these practices be spread across listed companies. At the same time it was emphasised by Cadbury that there was no such thing as "one size fits all".[3]In 1994, the principles were appended to the Listing Rules of the London Stock Exchange, and it was stipulated that companies need not comply with the principles, but had to explain to the stock market why not if they did not.Before long, a further committee chaired by chairman of Marks & Spencer Sir Richard Greenbury was set up as a 'study group' on executive compensation. It responded to public anger, and some vague statements by the Prime Minister John Major that regulation might be necessary, over spiralling executive pay, particularly in public utilities that had been privatised. In 1996 the Greenbury Report was published. This recommended some further changes to the existing principles in the Cadbury Code:•each board should have a remuneration committee composed without executive directors, but possibly the chairman•directors should have long term performance related pay, which should be disclosed in the company accounts and contracts renewable each yearGreenbury recommended that progress be reviewed every three years and so in 1998 Sir Ronald Hampel, who was chairman and managing director of ICI plc, chaired a third committee. The ensuing Hampel Report suggested that all the Cadbury and Greenbury principles be consolidated into a "Combined Code". It added that,•the Chairman of the board should be seen as the "leader" of the non-executive directors•institutional investors should consider voting the shares they held at meetings, though rejected compulsory voting•all kinds of remuneration including pensions should be disclosed.It rejected the idea that had been touted that the UK should follow the German two-tier board structure, or reforms in the EU Draft Fifth Directive on Company Law.[4] A further mini-report was produced the following year by the Turnbull Committee which recommended directors be responsible for internal financial and auditing controls. A number of other reports were issued through the next decade, particularly including the Higgs review, from Derek Higgs focusing on what non-executive directors should do, and responding to the problems thrown up by the collapse of Enron in the US. Paul Myners also completed two major reviews of the role of institutional investors for the Treasury, whose principles were also found in the Combined Code. Shortly following the collapse of Northern Rock and the Financial Crisis, the Walker Review produced a report focused on the banking industry, but also with recommendations for all companies.[5] In 2010, a new Stewardship Code was issued by the Financial Reporting Council, along with a new version of the UK Corporate Governance Code, hence separating the issues from one another.[edit] ContentsSection A: LeadershipEvery company should be headed by an effective board which is collectively responsible for the long-term success of the company.There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision.The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.Section B: EffectivenessThe board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.Section C: AccountabilityThe board should present a balanced and understandable assessment of the company’s position and prospects.The board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting and risk management and internal control principles and for maintaining an appropriate relationship with the company’s auditor.Section D: RemunerationLevels of remuneration should be sufficient to attract, retain and motivate directors of the quality required to run the company successfully, but a company should avoid paying more than is necessary for this purpose.A significant proportion of executive directors’ remunerati on should be structured so as to link rewards to corporate and individual performance.There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.Section E: Relations with ShareholdersThere should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.The board should use the AGM to communicate with investors and to encourage their participation.[edit] SchedulesSchedule A Provisions on the design of performance related remuneration This goes into more detail about the problem of director pay. Schedule B Disclosure of corporate governance arrangementsThis sets out a checklist of which duties must be complied with (or explained) under Listing Rule 9.8.6. It makes clear what obligations there are, and that everything should be posted on the company's website.[edit] Code compliance?In its 2007 response to a Financial Reporting Council consulation paper in July 2007 Pensions & Investment Research Consultants Ltd(a commercial proxy advisory service) reported that only 33% of listed companies were fully compliant with all of the Codes provisions.[6] Spread over all the rules, this is not necessarily a poor response, and indications are that compliance has been climbing. PIRC maintains that poor compliance correlates to poor business performance, and at any rate a key provision such as separating the CEO from the Chair had an 88.4% compliance rate.The question thrown up by the Code's approach is the tension between wanting to maintain "flexibility" and achieve consistency. The tension is between an aversion to "one size fits all" solutions, which may not be right for everyone, and practices which are in general agreement to be tried, tested and successful.[7]If companies find that non-compliance works for them, and shareholders agree, they will not be punished by an exodus of investors. So the chief method for accountability is meant to be through the market, rather than through law.An additional reason for a Code, was the original concern of the Cadbury Report, that companies faced with minimum standards in law would comply merely with the letter and not the spirit of the rules.[8]The Financial Services Authority has recently[when?] proposed to abandon a requirement to state compliance with the principles (under LR 9.8.6(5)), rather than the rules in detail themselves.[edit] See also•Corporate Governance•Corporate Social Responsibility•Stewardship Code•OECD Principles of Corporate Governance 2004•Deutsche Corporate Governance Codex (online)Company reform reports•Wrenbury Committee(1918) (concerned with "alien shareholders" and key industries)•Greene Committee (1926) Report of the Company Law Amendment Committee (Cmnd 2657, 1926)•Cohen Committee (1945)•Jenkins Committee (1962)•Alan Bullock(1977) Report of the committee of inquiry on industrial democracy, on worker codetermination•Cork Report, Insolvency Law and Practice, Report of the Review Committee (1982) (Cmnd 8558)•Cadbury Report(1992), Financial Aspects of Corporate Governance, on corporate governance generally. Pdf file here•Greenbury Report (1995) Directors' Remuneration, Report of the Study Group Pdf here•Hampel Report(1998), Review of corporate governance since Cadbury, here and online with the EGCI here•Turnbull Report (1999) on internal controls to ensure good financial reporting•Myners Report (2001), Institutional Investment in the United Kingdom: A Review on institutional investors, Pdf file here and Review of Progress Report here•Higgs Report (2003) Review of the role and effectiveness of non-executive directors. Pdf here•Smith Report (2003) on auditors. Pdf here•Myners Review (2004) Myners principles for institutional investment decision-making: review of progress.pdf here•Walker Review (2009) in response to the financial crisis, and focusing on institutional investors, .pdf document[edit] Notes1.^Financial Services and Markets Act 2000s 2(4)(a)and generallyPart VI2.^ Listing Rule 9.8.6(6)3.^ See generally, V Finch, 'Board Performance and Cadbury onCorporate Governance' [1992] Journal of Business Law 5814.^ See A Dignam, 'A Principled Approach to Self-regulation? TheReport of the Hampel Committee on Corporate Governance' [1998] Company Lawyer 1405.^ David Walker, A review of corporate governance in UK banks andother financial industry entities (2009)6.^ PIRC, Review of the impact of the Combined Code (2007)7.^ e.g. this humorous grumbling from a Financial Times columnist8.^ para 1.10 of the Cadbury Report[edit] References•S Arcot and V Bruno, ‘In Letter but not i n spirit: An Analysis of Corporate Governance in the UK’ (2006) SSRN•S Arcot and V Bruno, 'One Size Does Not Fit All, After All: Evidence from Corporate Governance' (2007) SSRN• A Dignam, 'A Principled Approach to Self-regulation? The Report of the Hampel Committee on Corporate Governance' [1998] Company Lawyer 140[edit] External links•Full text UK Corporate Governance Code 2010•Full text of the Combined Code 2008•Full text of the combined code 2006•Full text of the combined code 2003•The Financial Services Authority Listing Rules online and in pdf format, under which there is an obligation to comply with theCombined Code, or explain why it is not complied with, under LR9.8.6(6).•The Financial Reporting Council's websiteRetrieved from"/w/index.php?title=UK_Corporate_Governance_Co de&oldid=533077697"。
