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中国上市公司协会日前发布《上市公司独立董事履职指引》,这是我国自2001年推行这项制度以来首个针对独立董事履职的制度性文件。根据要求,独立董事应当保持身份和履职的独立性,无法符合独立性条件的,应当提出辞职。独立董事的连任时间不能超过6年,原则上最多在5家上市公司兼任独立董事。值得注意的是,指引明确,独立董事不仅有权从公司领取适当津贴,还享有要求上市公司为其履行独立董事职责购买责任保险的权利。如果由半数以上独立董事提出但未被上市公司采纳的提案,
The China Association of Public Companies recently released Guidelines on Diligence of Independent Directors of Listed Companies, which is the first institutional document in China to perform its duties against independent directors since it was introduced in 2001. Upon request, an independent director shall maintain his independence and performance of his duties and shall be resigned if he fails to meet the conditions for independence. Independent directors shall not be elected for a period of more than 6 years, and in principle, a maximum of 5 listed companies shall serve as independent directors. It is noteworthy that the guidance is clear that independent directors not only have the right to receive appropriate allowances from the company, but also have the right to require listed companies to fulfill their obligations as independent directors to buy liability insurance. If more than half of the independent directors proposed but not listed companies adopted the proposal,