The regulatory regime for listed companies includes several aspects???

Liu Changchun, deputy director of the Finance and Finance Department of the Legislative Affairs Office, told CBN ** at the "International Seminar on the Supervision of Listed Companies" held at the Chinese University yesterday that the written solicitation of opinions on the "Regulations" has basically ended, and the next step is to focus on revising the Regulations in response to feedback.

In September this year, the Legislative Affairs Office published the full text of the "Regulations" and its explanations submitted by the China Securities Regulatory Commission for review, and widely solicited opinions from all walks of life in order to further study and revise them for review at the executive meeting.

Yesterday, at the above-mentioned seminar, the participating scholars also debated the relevant provisions of the Regulations.

Jiang Ping, a tenured professor at China University of Political Science and Law, said that the introduction of the "Regulations" is urgent, and the most concerned with social interests is the most in need of supervision.

Jiang Ping believes that we emphasize the autonomy side at the level of the "Company Law" and the control side on the "Regulations", and how to scientifically define the degree of autonomy and control is very important, and we cannot take it one or the other.

Liu Junhai, director of the Institute of Commercial Law of Chinese University, believes that the current operability of the Regulations is not enough, and suggests that the thinking mode of "legislation should be coarse rather than detailed" should be completely bid for, and the legal relationship that has been identified and can be seen in the supervision practice of listed companies should be defined as much as possible to make a clear, rigorous and comprehensive definition.

For example, he said that article 15, paragraph 2, of the Regulations further clarified the system of cumulative voting for the difference. For violations of this provision, Article 96 authorizes the CSRC to order the listed company to make corrections and impose penalties such as warnings or fines on the company and its executives.

Liu Junhai believes that if the listed company still refuses to make corrections after accepting the fine, it is still unclear whether the candidates for directors and supervisors who are not shareholders can file a lawsuit for revocation of the resolution of the shareholders' meeting in accordance with Article 22 of the Company Law.

In addition, different people have different views on whether to strengthen strict supervision.

Xu Ming, assistant general manager of the Shanghai ** Stock Exchange, said that the United States has strengthened supervision after the Enron incident, and the cost of listing in the United States has increased sharply, making it less attractive to global listed companies. From an international perspective, China's capital market will definitely go out and invite listed companies in.

Also, a company may be listed in five places at the same time, is it fair if you're particularly heavily regulated? Xu Ming suggested that the current supervision of listed companies needs to be diversified.

Shi Tiantao, a professor at Tsinghua University Law School, said that our regulatory philosophy is to consider some abnormal things in the United States as some normal concepts. At present, the provisions of the Regulations on related party transactions and cumulative voting system are not suitable for listed companies.

Liu Changchun also said that initially, we looked at and understood it in a more positive way to strengthen the supervision of listed companies, but now with the increase in supervision in the United States, we realize that we need to look at the supervision from both positive and negative aspects.

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Financial disclosure, the SFC will analyze the company's financial and capital situation. Supervision of listed companies.

Articles of Association, Company Management System, and Daily Rules and Regulations of the Company.

1. Several major rules of procedure and working systems: the rules of procedure of the general meeting of shareholders, the work of the board of directors, the rules of procedure of the board of supervisors, the working rules of the general manager (president), the working system of independent directors, and the working rules of the secretary of the board of directors;

2. If a special committee of the board of directors is established, there shall be corresponding rules of procedure: the rules of procedure of the strategy committee of the board of directors, the rules of procedure of the audit committee, the rules of procedure of the nomination committee, and the rules of procedure of the remuneration and appraisal committee.

3. Financial management system (management measures for raised funds, investment decision-making system, related party transaction decision-making system, etc., internal control management measures); Information disclosure (information disclosure management system, major event reporting system, insider information management system); Equity management (directors, supervisors, and high shareholding related systems).

Fourth, the first four aspects of the system must at least be submitted to the board of directors (or board of supervisors) for deliberation and approval, and some must be submitted to the general meeting of shareholders for deliberation and approval before they can be implemented, and the first four aspects of the system need to be publicly disclosed by listed companies.

Fifth, institution, or institution, is a concept in the social sciences. From the perspective of social science, system generally refers to a social structure that regulates individual actions with rules or operating models. These rules contain the value of society, and their operation commends the order of a society.

The concept of establishment is widely used in the fields of sociology, political science and economics.

Sixth, a system is a purposeful construction of existence. The existence of the establishment will carry value judgments in it, thus regulating and influencing the behavior of people in the establishment. For example, if we think of the electoral system as an institution, and the rules and regulations of the electoral system are different in different places, the institutionalists will explain that this is the result of different understandings of electoral values in different societies.

Seventh, if a society believes that pluralism should be expressed over other values such as governing efficiency, then the electoral system will tend to be set up in favor of the expression of pluralistic voices (e.g., representation), through which multiple parties can be elected with the support of the corresponding public opinion.

Financial system of listed companies Management system of listed companies Management system of listed companies Rules and regulations of listed companies Internal control system of listed companies.

Marketing system of listed companies Listed companies Company management system Company system Company rules and regulations.

Internal control system, financial system, management system, marketing system, rules and regulations.

Since the nature, business, and scale of each company are the same as the specific content of the internal control system, the content of the internal control system is summarized as follows:

1) Compliance; Compliance control: The establishment and improvement of the internal control system must be in line with the domestic financial policy and system, that is, each economic business must be compliant and within the scope of development.

2) Authorization, power control, modern enterprise scale, expansion, growth, business variety, senior leaders of the enterprise can do everything personally, must have the right to carry out reasonable classification, authorization, authority, authority within the scope of the authority or the authority to handle related affairs; Handling customs affairs without approval and authorization.

3) Compatible position control system: To establish an internal control system, certain compatible positions must be separated, and the two positions will be mutually checked and controlled, so as to prevent fraud, protect the safety and integrity of assets, and the duties of asset recording and custody shall be assumed.

4) Business procedure standard control: each business is established according to the six steps of authorization, hosting, approval, execution, record review, and business processing procedures, which is only conducive to making the actual business in accordance with the pre-specified procedures and conducive to the state of the actual business to be controlled in advance and everything.

5) Review and control to ensure that the information is relied on and the economic business records have been completed, and the review and verification are carried out to avoid errors and fraud.

6) the quality control of the internal control system, the key to the implementation of the quality of the quality of the staff, in addition to the quality of the staff themselves (good thoughts, moral character, professional ethics, higher professional quality, professional skills, broader knowledge level, etc.) put forward higher requirements, should be selected, the use of training, take certain measures.

Due to the differences in the nature, business, and scale of each company, the specific content of the internal control system is also different. In summary, the content of the internal control system includes the following aspects: (1) compliance; Legitimacy control.

The establishment and improvement of the internal control system must conform to the national financial policies and laws and regulations, that is, every economic business activity must be carried out within the scope of compliance and legality. (2) Authorization and decentralization of control. The scale of modern enterprises continues to expand, the production links are increasing day by day, and the types of business are varied, so it is impossible for senior leaders of enterprises to do everything personally, so it is necessary to reasonably divide the power and authorize and decentralize the subordinates.

Within the scope of delegation or decentralization, the authorizer or delegate has the right to deal with relevant affairs; Without approval and authorization, it is not allowed to handle relevant affairs without authorization. (3) Incompatible job control. To establish an internal control system, it is necessary to separate certain incompatible positions, that is, to be held by more than two people, so as to check and contain each other and prevent fraud.

For example, in order to protect the safety and integrity of assets, the role of asset recording and custody may not be held by one person. (4) Standard control of business procedures. For each business activity, the establishment of standardized and difficult business processing procedures according to the six steps of authorization, sponsorship, approval, execution, recording and review is not only conducive to making the actual business activities carried out in accordance with the pre-specified procedures, but also conducive to the control of the actual business activities before, during and after the event.

5) Review and check control. In order to ensure the reliability of accounting information, the completed economic business records are reviewed and checked to avoid errors and fraud. (6) Personnel quality control.

The effectiveness of the implementation of the internal control system depends on the quality of the implementation personnel. In the control of personnel quality, in addition to putting forward higher requirements for the quality of personnel themselves (such as good ideological character and professional ethics, high professional quality and professional skills, and a broad level of knowledge), certain measures and methods should also be adopted for the selection, use, and training of personnel.

The supervision of listed companies in foreign mature markets is mainly to supervise the information disclosure of listed companies, including the information disclosure of the initial offering (the essence and core of the registration system of the issuance is the full disclosure of information) and the continuous information disclosure after the issuance. However, since the 70s of this century, the first regulatory department and the first exchange have found that the mandatory information disclosure system alone can not effectively protect the interests of investors, especially small and medium-sized investors, and improving the corporate governance structure of listed companies is of great significance to protect the interests of investors, especially small and medium-sized investors, so they have made some special provisions on the corporate governance structure of listed companies.

At the end of June 1978, the New York Stock Exchange took the lead in stipulating that from July 1 of that year, all enterprises registered and listed on the New York Stock Exchange must set up a board of supervisors composed of outside directors. After the 80s, the New York Stock Exchange Listed Company Handbook required the board of directors to set up an independent audit committee to strictly supervise the company's finances. After the establishment of the Hong Kong Stock Exchange, companies listed on the Stock Exchange were required to have at least 2 independent directors.

In 1992, the London Stock Exchange formulated the Code of Good Conduct for Listed Companies, which comprehensively stipulates the code of conduct for the board of directors of listed companies, with particular emphasis on strengthening the supervision and control of non-executive directors over executive directors and management on the board of directors. The above situation shows that it is the proper meaning of the supervision of listed companies to urge listed companies to improve their corporate governance structure, although the specific responsibility is borne by the regulatory department or the stock exchange should be decided according to the national conditions of each country.