The Reflection And Function Reconstruction Of The Objection System Of Information Disclosure By The Directors,Supervisors And Senior Executives Of Listed Companies

The essence of securities law is information disclosure law,and the information disclosure system is also recognized as one of the core systems of securities law.The securities market is a typical asymmetric information market,and effective information transmission is the basic prerequisite to ensure the healthy development of the securities market.The legal disclosure of relevant information related to securities issuance and trading by listed companies that may affect investment decisions can bridge the information gap between disclosure obligors and information demanders,break the information barrier between listed companies and investors,and make it possible for investors to make their own value judgments on investment risks.Therefore,the information disclosure system is the cornerstone of the securities market and the core of the registration system.Whether it can be effectively implemented directly affects the quality of information disclosure by listed companies and the confidence of investors in the capital market.The China Securities Regulatory Commission has repeatedly publicly emphasized that in the context of the registration system,it is even more important to strictly supervise and urge issuers to effectively fulfill their information disclosure obligations,comprehensively adopt various measures to ensure the quality of information disclosure,and compact the primary responsibility of issuers for information disclosure.Information disclosure system has become the top priority of securities regulation,which is related to the high-quality development of China’s capital market.In 2020,the new Securities Law established a special chapter on "Information Disclosure",and its Article 82,paragraph 4,established the system of objection to information disclosure by directors,supervisors,and senior executives in the form of law for the first time based on the original rules.As a new addition to the Securities Law,the system of objection to information disclosure by the board of directors,supervisors,and senior executives is regarded as an effective measure to regulate false statements in the securities market,and people have high expectations.However,this system has been plagued by chaos in concrete practice.The "Zhaoxin Share Case" in2020 has even pushed the controversy caused by this system to the forefront of the storm.After a year,on the basis of the new Securities Law,in March 2021,the "Measures for the Administration of Information Disclosure by Listed Companies" was newly revised,summarizing practical experience,and carrying out a series of targeted improvements and detailed modifications to the information disclosure objection system,responding to the actual needs of the capital market,and further providing a concrete description of the information disclosure objection system of the board of directors,supervisors,and senior executives.The objection system for information disclosure by directors,supervisors,and senior executives of listed companies aims to detect violations of information disclosure and improve the quality of information disclosure.At the same time,objectively,the objection system for information disclosure can also play a role in guiding directors,supervisors,and senior executives to perform their duties diligently,unblocking objection expression channels,warning market risks,and safeguarding the rights and interests of investors.However,due to the existence of issues such as vague rules on objection to information disclosure by directors,supervisors,and senior executives under the current law,the trend towards a strict regulatory environment,which leads to imbalances in the restraint and incentive mechanisms of directors,supervisors,and senior executives,as well as the poor connection of relevant supporting systems for information disclosure objection,the system of objection to information disclosure by directors,supervisors,and senior executives deviates from the preset goals of the system in the practical level of corporate governance,which repeatedly leads to the farce of "non fidelity" of information disclosure by directors,supervisors,and senior executives of listed companies.Therefore,it is necessary to clarify the normative intent and legal nature of the information disclosure objection system of directors,supervisors,and senior management of listed companies,and clarify the difficulties and improvement directions in the practical operation of the information disclosure objection system of directors,supervisors,and senior management.In response,this article follows the logic of "institutional origin-practical status quo-problem review-functional reconstruction",and on the basis of sorting out the legal basis and legislative evolution of the director,supervisor,and senior information disclosure objection system of listed companies,clarifying the original design intent and normative intent of the system,combing and analyzing the current difficulties in exercising the director,supervisor,and senior objection rights of listed companies with specific cases,And the deep-seated reasons for the practice deviation of the objection system of directors,supervisors,and senior executives in listed companies.Finally,the author attempts to propose a path for functional reconstruction of the objection system of directors,supervisors,and senior executives in listed companies.Specifically,it is mainly divided into the following four parts:The first part is the institutional origin of objections to information disclosure by directors,supervisors,and senior executives.This article mainly discusses the origin,evolution,and functional value of the system,clarifying its original design intent and normative intent.Firstly,through a review of the legislative evolution of the information disclosure objection system in China,there is a clear context for the origin of the information disclosure objection system of the Board of Directors,the Board of Supervisors,and the Board of Directors.Secondly,the connotation of the information disclosure objection system is determined through various interpretation paths such as text,system,and purpose.Under the existing legal and regulatory system,the nature of the information disclosure objection system is analyzed and rules are interpreted,Finally,summarize the main functional values of the information disclosure objection system.The second part is the practical status of the system of objection to information disclosure by directors,supervisors,and senior executives.The main task is to categorize the current practice status of the information disclosure objection system of the directors,supervisors,and senior executives,as well as specific cases of "non fidelity" by the directors,supervisors,and senior executives,and analyze them from three types: insufficient objection,abuse of objection,and anomie of objection,providing a realistic basis for subsequent problem inspection and functional reconstruction.The third part is an examination of the issue of the objection system for information disclosure by the directors,supervisors,and senior executives.It is mainly based on the institutional origin and practical status of information disclosure objections from directors,supervisors,and senior executives to study the underlying causes of deviations in practice.It is divided into three sections: The first section focuses on the imbalance between the restraint and incentive mechanisms of the directors,supervisors,and senior executives due to the increased duty of diligence and the obstruction of appropriate exemption channels for directors,supervisors,and senior dissent.The second section examines the imperfections in the current law regarding the objection rules for information disclosure by directors,supervisors,and senior executives,such as the objection rule of Article 82,paragraph 4,of the Securities Law,which states "objection+statement of reasons",the standard of "objection+dissent vote" in Article 16 of the Measures for the Administration of Information Disclosure by Listed Companies,and the determination of the scope of all "directors,supervisors,and senior executives" in Article 82 of the Securities Law.The third section focuses on discussing the reasons for the difficulties in the information disclosure objection system from the following aspects: the mandatory requirements for the disclosure time limit of periodic reports,the anomie of the company’s internal governance mechanism,the absence of the information disclosure objection review system,and the lack of smooth connection between the relevant systems of the board of directors,supervisors,and senior management.The fourth part is the functional reconstruction of the information disclosure objection system of the board of directors,supervisors,and senior management.On the basis of the previous article,it explores the path to reengineer the functions of the information disclosure objection system of the Board of Directors,the Board of Supervisors,and the High Commissioner by taking both measures to encourage and regulate the exercise of power and curb abuse of objection.On the one hand,it is necessary to encourage and regulate the exercise of power,establish an incentive mechanism,smooth the connection between Article 82,paragraph 4,of the Securities Law and the reduction and exemption of responsibilities of directors,supervisors,and senior executives,so as to build a logical bridge between effective objection and exemption,clarify the functional positioning of Article 82,paragraph 4,as a "demonstration action" for the reduction and exemption of responsibilities of directors,supervisors,and senior executives,adhere to the principle of fault presumption,and comprehensively consider the case characteristics of the responsibility ability and exemption of directors,supervisors,and senior executives,while also standardizing the objection rules,Clarify the position and voting nature of the directors,supervisors,and senior executives,and refine the identification criteria for "stating reasons" in the objection rules to ensure the effectiveness of the information disclosure objection system.On the other hand,it is necessary to curb the abuse of dissent,standardize the exercise of dissent rights by directors,supervisors,and senior executives,improve the rules for exercising dissent rights,and standardize the regular report review system.It is also necessary to refine the performance guidelines of directors,supervisors,and senior executives to implement their main responsibilities,and strengthen law enforcement supervision.At the same time,it is necessary to draw on foreign experience,formulate appropriate and reasonable rules for delaying disclosure,build a two-way force mechanism for internal self correction and external feedback of information disclosure dissent,and jointly shape the internal and external supporting environment,Boost the long-term operation of the letter and objection system.