PRC: Key employment updates in new listed company governance rules
中国：上市公司治理新规劳动雇佣要点梳理

Effective 1 January 2026, the newly revised Code of Corporate Governance for Listed Companies (“Governance Code”) has officially come into force. Formulated by the China Securities Regulatory Commission (“CSRC”), the Governance Code applies to share-limited companies established under the Company Law, whose stocks are listed and traded on domestic exchanges in China. The latest changes focus on rules for appointing and removing directors and senior management, along with mechanisms for compensation and incentives. This update highlights the key employment-related revisions in the Governance Code.

2026年1月1日起，新修订的《上市公司治理准则》（“《治理准则》”）已经正式实施。《治理准则》由中国证券监督管理委员会（“证监会”）制定，适用于依照《公司法》设立且股票在中国境内证券交易所上市交易的股份有限公司。最新一轮的修订聚焦于董事、高级管理人员的任职和离职规范，以及薪酬激励制度。本次更新总结了《治理准则》在雇佣管理方面的关键变化。

Qualification Requirements
任职资格

The revised Governance Code sets out specific qualification requirements for directors and senior management of listed companies, and clearly lists out the scenarios where individuals are not allowed to serve as directors and senior management of such companies:

1. Circumstances specified in Article 178 of the Company Law prohibiting individuals from serving as directors or senior management, for example:
   • if the individual has no civil capacity or limited civil capacity;
   • if the individual has been sentenced to a criminal penalty for corruption, bribery, embezzlement, misappropriation of property or disruption of the socialist market economic order, or has been deprived of their political rights for a crime and the term of execution has not expired for five years, and if the person is given a suspended sentence, the period of probation has not expired for two years;
   • if the individual was a director, factory director or manager of a company or enterprise undergoing insolvent liquidation and bearing personal responsibility for the insolvency of the company or enterprise, and not more than three years have elapsed since the date of completion of the insolvent liquidation of the company or enterprise;
   • if the individual was the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to illegal activities and bearing personal responsibility, and not more than three years have elapse since the date on which the company or enterprise had its business license revoked or was ordered to close; and
   • if the individual has been classified by the People's Court as a dishonest judgment debtor because they have incurred debts of a large amount that have not been settled by the due date;
2. Those subject to CSRC-imposed market bans from serving as directors or senior management, with the ban period not yet expired;
3. Those publicly recognized by the stock exchange as unsuitable for such roles, with the restriction period not yet expired;
4. Other circumstances as required by laws and regulations.

修订之后的《治理准则》对于上市公司董事、高级管理人员的任职资格做出了细化规定，明确列举了不得担任上市公司的董事和高级管理人员的情形：

1. 《公司法》第一百七十八条规定的不得担任公司董事、高级管理人员的情形，例如：
   • 无民事行为能力或者限制民事行为能力；
   • 因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序，被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告缓刑的，自缓刑考验期满之日起未逾二年；
   • 担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业的破产负有个人责任的，自该公司、企业破产清算完结之日起未逾三年；
   • 担任因违法被吊销营业执照、责令关闭的公司、企业的法定代表人，并负有个人责任的，自该公司、企业被吊销营业执照、责令关闭之日起未逾三年；以及
   • 个人因所负数额较大债务到期未清偿被人民法院列为失信被执行人；
2. 被中国证监会采取不得担任上市公司董事、高级管理人员的证券市场禁入措施，期限尚未届满；
3. 被证券交易所公开认定为不适合担任上市公司董事、高级管理人员等，期限尚未届满；
4. 法律法规规定的其他情形。

The Governance Code also requires that if a director or senior management falls into any of the above provisions during their term, they must immediately cease performing their duties and resign. If they fail to do so, the board must promptly remove them from their position once it is aware of, or ought reasonably to be aware of, the circumstance.

《治理准则》还规定，如董事、高级管理人员在任职期间出现上述情形的，应当立即停止履职并辞去职务。如其未提出辞职的，董事会知悉或者应当知悉该事实发生后应当立即按规定解除其职务。

Post-Departure Responsibility
离职后责任

Previously, the Governance Code only required contracts between listed companies and directors to specify each party’s rights and duties, the director’s term of service, responsibility for breaches, and compensation for early contract termination. The revised Governance Code now also requires these contracts to clearly outline the directors’ obligations and accountability after their departure.

此前，《治理准则》仅要求上市公司在与董事签订的合同中，明确公司与董事之间的权利义务、董事的任期、董事违反法律法规和公司章程的责任，以及公司因故提前解除合同的补偿。修订后的《治理准则》进一步要求，合同中应当明确董事离职后的义务及追责追偿等内容。

Under the new Governance Code, a director’s responsibilities for actions performed during their tenure do not end or become void upon departure. Any unfulfilled commitments at the time of a director’s departure must continue to be performed. Listed companies are also required to assess whether departing directors have outstanding obligations, unfulfilled commitments, or suspected legal or regulatory violations.

新《治理准则》还规定，董事在任职期间因执行职务而应承担的责任，不因离职而免除或终止。董事离职时尚未履行完毕的承诺，仍应当继续履行。上市公司应对离职董事是否存在未尽义务、未履行完毕的承诺，以及是否涉嫌违法违规行为等进行审查。

Similarly, for senior management the Governance Code previously only required listed companies to clearly outline the rights and obligations of both parties in employment contracts with senior management. Under the revised Governance Code, the employment contracts must also set out senior management's responsibilities in the event that they violate laws, regulations, or the company's articles of association, as well as their obligations after leaving the company and procedures for accountability and compensation.

同样地，针对高级管理人员，旧《治理准则》仅要求上市公司在与高级管理人员签订的聘任合同中，明确双方的权利义务关系。而在新《治理准则》下，聘任合同中还应当需要明确高级管理人员违反法律法规和公司章程的责任、离职后的义务及追责追偿等要求。

Compensation and Incentives
薪酬与激励

Another major highlight of the latest amendments to the Governance Code is the introduction of specific limits on compensation and incentives for directors and senior management. This change addresses market concerns about unreasonably high remuneration for directors and executives of publicly listed companies.

本轮《治理准则》修订的另一大亮点在于针对董事、高级管理人员的薪酬与激励建立了一系列明确的约束机制，以应对此前市场对于上市公司董事、高管不合理高薪的忧虑。

Compensation System and Structure. Listed companies are required to establish a comprehensive compensation management system. The pay structure for directors and senior management should include base salary, performance-based pay, and medium/long-term incentives, with performance pay accounting for at least 50% of the combined base and performance pay. Compensation levels must be aligned with company and individual performance, and support the company’s sustainable development.

薪酬制度与结构。新《治理准则》要求上市公司建立完善的薪酬管理制度，董事和高级管理人员的薪酬体系应由基本薪酬、绩效薪酬和中长期激励收入组成，并且绩效薪酬占比原则上不少于基本薪酬与绩效薪酬总额的50%。此外，薪酬水平应与公司整体及个人业绩相匹配，并符合公司可持续发展的要求。

Performance-Based Pay Tied to Business Performance. The revised Governance Code stipulates that if a listed company's performance deteriorates (ie, moves from profit to loss, or increase in losses) but average performance pay for directors and senior management does not decrease accordingly, the company must disclose the reasons for the lack of, or disproportionate adjustment. However, limited exceptions and flexibility are provided to companies with clear business cycles, R&D-focused firms listed during loss periods, and rare technical talents.

绩效薪酬与业绩挂钩。新《治理准则》规定，若上市公司业绩恶化（即由盈利转为亏损或亏损进一步扩大），但董事和高级管理人员的平均绩效薪酬未相应减少，公司应当披露未调整董事高管薪酬或调整幅度与业绩不匹配的原因。不过，《治理准则》也为具有明显周期性的公司、上市时处于亏损状态的研发型公司以及稀缺技术人才提供了有限的排除适用和灵活适用的空间。

Deferred Performance Payments. The revised Governance Code requires listed companies to defer payment of a portion of directors’ and senior management’s performance-based pay until after annual reports and performance evaluations are disclosed. Listed companies are also encouraged to tailor deferred pay arrangements to their industry and business models, specifying applicable scenarios, personnel, deferral rates, and implementation plans.

绩效递延支付。新《治理准则》要求上市公司应当确定董事、高级管理人员一定比例的绩效薪酬在年度报告披露和绩效评价后支付。此外，《治理准则》还鼓励上市公司结合行业特征、业务模式等因素建立董事、高级管理人员绩效薪酬递延支付机制，明确实施递延支付适用的具体情形、相关人员、递延比例以及实施安排。

Clawback of Compensation and Incentives. Under the revised Governance Code, listed companies are required to reassess and recover any excess performance pay and medium/long-term incentives paid to directors and senior management in the event that the company is required to restate its financial reports due to material misstatements or fraud. Where directors or senior management are at fault for misconduct such as breach of obligations, financial fraud, misuse of funds, or providing illegal guarantees that cause losses to the company, the company should reduce or cease payment of any outstanding performance and incentive compensation, as well as fully or partially claw back payments that were already made to such directors or senior management for the relevant period.

薪酬与激励的追回。在新《治理准则》之下，上市公司因财务造假等错报对财务报告进行追溯重述时，应当及时对董事、高级管理人员绩效薪酬和中长期激励收入予以重新考核并相应追回超额发放部分。如果是上市公司董事、高级管理人员违反义务给上市公司造成损失，或者对财务造假、资金占用、违规担保等违法违规行为负有过错的，上市公司应当根据情节轻重减少、停止支付未支付的绩效薪酬和中长期激励收入，并对相关行为发生期间已经支付的绩效薪酬和中长期激励收入进行全额或部分追回。

Key Takeaways
要点总结

Listed companies in China should proactively review and update their frameworks and practices relating to the appointment, removal and management of compensation and incentives to ensure alignment with the revised Governance Code and other relevant governance regulations. In addition, employers should also ensure that any related employment management, remuneration payment, recruitment and termination must comply with applicable PRC employment laws.

中国的上市公司应积极审查并完善董事及高级管理人员的任职、离职以及薪酬与激励管理的相关制度与操作，以确保与最新《治理准则》及其他相关法规保持一致。同时，各雇主应当注意相关的雇佣管理、薪酬支付、招聘与解除等流程还须遵守中国现行劳动法律法规的要求。