On the 15th, the CSRC issued the Guidelines for the Management of Investor Relations of Listed Companies (hereinafter referred to as the Guidelines), which came into effect on 15 May 2022.
Capital market research experts pointed out that strengthening investor relations management is an inherent requirement for the capital market to practice its original mission and cultivate a good market ecology, and it is also an important way for listed companies to embrace new development concepts and promote high-quality development. The promulgation of the Guidelines is of positive significance to safeguarding the legitimate rights and interests of investors and improving the management of investor relations of listed companies.
The Guidelines consist of 32 articles, consisting of general provisions, the content and methods of investor relations management, organization and implementation, and by-laws, which establish the four basic principles of compliance, equality, initiative and honesty and trustworthiness, increase and enrich the content and methods of investor relations management, add new channels such as websites, new media platforms, investor education bases, and further strengthen the constraints on listed companies.
According to the official website of the CSRC, in the next step, the CSRC will urge listed companies to conscientiously implement the measures proposed in the Guidelines in specific regulatory work, strengthen effective communication between listed companies and investors, promote the improvement of governance of listed companies, and effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors.
It is understood that in the future, the stock exchange, the China Association of Listed Companies and other self-regulatory organizations will formulate self-discipline rules for investor relationship management of listed companies in accordance with the Guidelines and other relevant laws and regulations, evaluate and evaluate the status of investor relationship management of listed companies, publish good practice cases and experiences in investor relationship management, and promote listed companies to continuously improve the level of investor relationship management.
From the content point of view, the Guidelines further clarify the definition, scope of application and principles of investor relations management.
Specifically, the Guidelines apply to joint-stock limited companies established under the Companies Law and whose shares are listed and traded on stock exchanges in China. Overseas companies that issue shares or depositary receipts in China and are listed shall be implemented with reference. At the same time, the Guidelines establish the four basic principles of compliance, equality, initiative, honesty and trustworthiness.
The Guidelines further increase and enrich the content and methods of investor relations management, and solidify good practices in practice in recent years, including:
In order to adapt to the development situation of the new era such as the Internet and new media, on the basis of traditional communication channels for investor relations management such as telephone and fax, new websites, new media platforms, and investor education bases have been added as emerging channels.
Special provisions are made on the situation and requirements of the investor briefing meeting, so as to improve the quality and effect of the investor briefing meeting, so that it truly becomes a bridge for the company to transmit value and investors to discover value; and clarify the main responsibilities of the investor relationship management of listed companies.
Implement the requirements of the new development concept and add environmental, social and governance (ESG) information of listed companies to the content of communication.
Clarify that listed companies shall establish and improve mechanisms for the custody and utilization of investor relations management archives.
In addition, the Guidelines further clarify the organization and implementation of investor relations management for listed companies and strengthen the constraints on listed companies.
At the operational level, the Guidelines further clarify the formulation of the system for investor relations management of listed companies, the setting of departments, the main body of responsibility, staffing, training and learning, etc.
The Guidelines also strengthen the main responsibility of the "key minority" of listed companies, in addition to the secretary of the board of directors and specialized personnel, the controlling shareholders, actual controllers, directors, supervisors, senior management personnel of listed companies also put forward requirements, clarifying their prohibitions in investor relations management.
According to the official website of the Csrc, the Guidelines also advocate investors to enhance shareholder awareness, exercise rights and protect rights in accordance with the law, and form a rational and mature investment culture; clarify that the CSRC and its dispatched agencies supervise and manage the management of investor relations of listed companies in accordance with the law; clarify self-regulatory organizations such as stock exchanges and associations of listed companies, and formulate self-discipline rules for self-discipline management.
The reporter of Shanghai Securities News contacted investor relations management experts for the first time to interpret and delineated the ten highlights of the "Guidelines" to enhance the investor relations management of listed companies!
【Highlight 1】Firmly grasp the starting point and foothold of "protecting investors"
The Guidelines take the Opinions on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market as one of the legislative bases, and the opening paragraph emphasizes the legislative purpose of "effectively protecting the legitimate rights and interests of investors, especially small and medium-sized investors". "Respecting Investors, Rewarding Investors, and Protecting Investors" is not only reflected in the definition of investor relations management, but also runs through the entire text of the Guidelines.
The first is to protect investors' right to know.
The Guidelines stipulate in the General Provisions that listed companies need to abide by the principles of compliance, equality, initiative and honesty and trustworthiness, take the initiative to carry out investor relations management activities on the basis of complying with relevant laws and regulations, treat all investors equally, and pay attention to good faith. At the same time, the Guidelines provide detailed provisions on the content scope, communication methods and channels, and prohibited circumstances of communication between listed companies and investors, ensuring that investors can obtain relevant information of listed companies in a timely, comprehensive and convenient manner.
The second is to protect the right of investors to participate.
Article 14 of the Guidelines stipulates that listed companies convene shareholders' general meetings, requiring "facilitation for shareholders, especially small and medium-sized shareholders, to participate in shareholders' meetings" and "shareholders' meetings shall provide online voting methods". Article 15 requires that "investor briefing meetings shall be conducted in a manner that facilitates investor participation.". Article 17 requires that "listed companies shall collect questions from investors in advance when holding performance briefings".
The third is to provide for cooperating with investors in exercising their rights and safeguarding their rights.
Article 18 of the Guidelines stipulates that listed companies shall facilitate investors and investor protection institutions to exercise shareholder rights in accordance with the law, and actively cooperate with investor dispute mediation. Article 19 states that "listed companies shall earnestly perform their primary responsibility for handling investor complaints".
【Highlight 2】Comprehensively implement the requirements for improving the quality of listed companies under the registration system
Good investor relations management is a positive reflection of the governance of listed companies. In the definition of investor relations management, the Guidelines make it clear that investor relations management by listed companies can enhance the governance level of listed companies and the overall value of enterprises.
The Guidelines also stipulate the "four basic principles" of compliance, equality, initiative and honesty and trustworthiness in investor relationship management, and its requirements for the legal compliance of listed companies' information disclosure and the encouragement of listed companies to respond to investors' demands in a timely manner are indispensable parts of the listed companies' improvement of corporate governance and the improvement of the quality of the company.
"Information disclosure as the core" is the underlying logic of the design of the registration system supporting system. Doing a good job of information disclosure is the starting point for the management of investor relations of listed companies, and the Guidelines also make relevant provisions on information disclosure, and in Article 13, the information disclosure of listed companies is required in principle: listed companies and other information disclosure obligors shall perform their information disclosure obligations in a timely and fair manner in strict accordance with the provisions of laws and regulations, self-discipline rules and the articles of association of the company, and the disclosed information shall be true, accurate, complete, concise and clear, easy to understand, and shall not have false records, misleading statements or major omissions.
【Highlight 3】Echo the requirements of multi-level capital market construction and institutional opening-up
To meet the requirements of multi-level capital market construction and capital market institutional opening-up, the Guidelines clearly define the scope of application of relevant rules.
According to the regulations, companies listed on three exchanges, including the Shanghai Stock Exchange, the Shenzhen Stock Exchange and the Beijing Stock Exchange, are subject to the Guidelines, and the Guidelines point out in some detailed requirements such as performance briefings and archiving that they should comply with the regulations of the CSRC and each stock exchange, and build an inclusive and organically unified investor relations management system system.
The Guidelines add a reference enforcement clause that reads" that "where an overseas enterprise issues shares or depositary receipts in China and goes public, in addition to matters governing the place of registration or listing abroad, the management of investor relations in China shall be carried out with reference to these Guidelines".
【Highlight 4】Strengthen the responsibility of the "key minority" in investor relations management
The new Securities Law further regulates the behaviors and obligations of the "key minority" such as controlling shareholders, actual controllers, directors, supervisors and senior executives of listed companies, so the Guidelines further stipulate the responsibilities and obligations of these "key minorities" in investor relations management.
Paragraph 2 of Article 5 of the Guidelines stipulates that "the controlling shareholders, actual controllers, directors, supervisors and senior management of listed companies shall attach great importance to, actively participate in and support investor relations management." ”
Article 15 stipulates that "under normal circumstances, the chairman of the board of directors or the general manager shall attend the investor briefing meeting, and if he cannot attend, he shall publicly explain the reasons".
Article 23 stipulates that "the controlling shareholders, actual controllers, directors, supervisors and senior management personnel of a listed company shall provide convenient conditions for the secretary of the board of directors to perform the duties of investor relations management." ”
In addition, the Guidelines also cover the "key minority" in terms of prohibited circumstances in Article 25 and training requirements in Article 27.
【Highlight 5】Special provisions are made for listed companies to hold investor briefing meetings
The Opinions of the State Council on Further Improving the Quality of Listed Companies (Guo Fa [2020] No. 14) clearly establish a good communication mechanism between the board of directors and investors. Recently, the Notice of the China Securities Regulatory Commission and the All-China Federation of Industry and Commerce of the State-owned Assets Supervision and Administration Commission on Further Supporting the Healthy Development of Listed Companies also encourages listed companies to actively hold annual report performance briefings.
Investor briefings are an important carrier for communication between listed companies and investors, which can allow investors to have a more comprehensive understanding of listed companies, and is conducive to forming a market culture atmosphere of frank communication and benign interaction between listed companies and investors. Under the continuous guidance of the China Securities Regulatory Commission and the Shanghai and Shenzhen Institutes, in 2021, nearly 90% of listed companies will hold performance briefings, and the number of performance briefings held by listed companies will increase significantly, and the effect of holding them will be significantly improved.
In order to promote listed companies to actively hold investor briefing meetings, hold performance briefing meetings on a regular basis, and improve the quality of briefing meetings, Articles 15, 16 and 17 of the Guidelines systematically sort out the situations that need to be held in the relevant rules of the CSRC and stock exchanges that are more used in practice, summarize the circumstances that must be held, and make provisions for the relevant requirements before, during and after the meeting.
【Highlight 6】Adopting "hard means" and "soft constraints" for the supervision of investor relations management
The Guidelines provide both "hard means" of the rule of law and "soft constraints" of best practices in the supervision and management of investor relations management of listed companies.
The first is to clarify that the China Securities Regulatory Commission and its dispatched agencies shall supervise and manage the investor relationship management of listed companies in accordance with the law, and may take supervision and management measures against the illegal acts of listed companies and relevant responsible entities.
The second is to stipulate that self-regulatory organizations such as stock exchanges and the China Association of Listed Companies may formulate relevant self-discipline rules to conduct self-discipline management of investor relations management of listed companies.
The third is to clarify that the China Securities Regulatory Commission and its dispatched agencies, self-regulatory organizations and investor protection agencies can evaluate the investor relationship management of listed companies and issue good practice cases to promote listed companies to continuously improve the level of investor relations management.
【Highlight 7】Incorporate ESG information into the scope of communication between listed companies and investors
With the implementation of a series of opening-up measures such as interconnection with domestic and foreign markets and the inclusion of A-shares in the international mainstream index, the internationalization process of the capital market has been accelerating, and the environmental, social and corporate governance (ESG) information of listed companies has increasingly become the focus of domestic and foreign investors. After the mainland announced to the world that it will achieve carbon peaking by 2030 and strive to achieve carbon neutrality by 2060, investors will pay more attention to the ESG information of listed companies.
In order to implement the requirements of the new development concept, respond to the increasing attention of domestic and foreign investors to the company's ESG performance, and enhance the international competitiveness of the mainland capital market, the Guidelines add environmental, social and corporate governance information to the main content of communication between listed companies and investors.
【Highlight 8】Further clarify the organization and implementation of investor relations management
Focusing on the implementation issues concerned by the investor relations management personnel of listed companies, the Guidelines stipulate the contents that the investor relations management system of listed companies should include in the chapter "Organization and Implementation of Investor Relations Management", clarify the responsible entities, department settings and main responsibilities, personnel requirements, training requirements and archiving requirements of investment customs, and improve the operability of the rules.
In the arrangement of the investor relations management system, the company is required to clarify the working principles, division of responsibilities, working mechanism, main contents, methods and channels and work requirements when formulating the investor relations management system.
In terms of department setup, it is stipulated that listed companies should set up or designate special departments and allocate special investment and customs personnel.
【Highlight 9】Multi-pronged approach to promote the digital transformation of investor relations management
In order to adapt to the development situation of the new era such as the Internet and new media, on the basis of traditional communication channels such as telephone and fax investor relations management, the Guidelines have added new provisions on emerging channels for listed companies to communicate with investors.
Article 8 of the Guidelines points out that listed companies communicate with investors through "the company's official website, new media platform, telephone, fax, e-mail, investor education base and other channels, using the China Investor Network and the network infrastructure platform of stock exchanges, securities registration and settlement institutions" to communicate with investors.
Article 10 of the Guidelines specifically regulates the online communication channels between listed companies and investors, encourages listed companies to communicate with investors online, and encourages listed companies to carry out investor relationship management activities through new media. In particular, for online platforms such as SSE e-Interactive and Shenzhen Stock Exchange Interactive, which have attracted increasing attention from investors and the media in recent years, it is stipulated that "listed companies should actively use public welfare network infrastructure such as the China Investor Network and the Stock Exchange Investor Relations Interactive Platform to carry out investor relations management activities".
In addition, the Guidelines also stipulate online voting, investor briefings and online live broadcasts and video interactions of shareholders' meetings of listed companies to enhance the convenience of online participation of investors.
Regarding the digitization of investor relations management archives, Article 28 of the Guidelines stipulates that listed companies may establish and improve investor relations management archives and create investor relations management databases.
【Highlight 10】Advocate a rational and mature investment culture
The mature and rational investor team is an important part of the capital market ecology and an organic body for building a virtuous circle of investor relationship management of listed companies. In addition to regulating the role and behavior of listed companies and related responsible persons in investor relations management, the Guidelines also advocate investors, another protagonist in investor relations management.
The Guidelines encourage investors to actively participate in the investor relations management activities of listed companies. Article 6 of the Guidelines stipulates that "investors are encouraged to enhance their shareholder awareness, actively participate in the investor relationship management activities carried out by listed companies, exercise shareholder rights in accordance with the law, and rationally safeguard their legitimate rights and interests." Advocate investors to adhere to the concept of rational investment, value investment and long-term investment, and form a rational and mature investment culture. (Reporters Qi Doudou and Liang Yinyan)