China Securities Regulatory Commission revises Listed Company Governance Code to tighten obligations for directors executives and controlling shareholders from 1 January 2026

The China Securities Regulatory Commission (CSRC) has revised the Listed Company Governance Code to further standardise the conduct of directors, senior management, controlling shareholders and actual controllers, with the updated requirements taking effect on 1 January 2026. The revision strengthens the supervisory framework for directors and senior management across appointment, performance of duties and departure, with a focus on enforcing their duties of loyalty and diligence. It also requires listed companies to establish remuneration management systems and to align directors’ and executives’ pay with company operating performance and individual performance. For controlling shareholders and actual controllers, the code introduces stricter limits on same-industry competition that could have a major adverse impact on the listed company and enhances responsibilities and decision-making requirements for reviewing related-party transactions. The CSRC also updated provisions to align with other rules, including the Securities Law and the Measures for the Administration of Independent Directors, covering areas such as public solicitation of shareholder rights and the responsibilities of the board nomination committee and the remuneration and assessment committee. The CSRC noted it had previously consulted publicly on the draft amendments, reviewed feedback and incorporated changes before finalising the revision, and it will now focus on implementation and on promoting stronger corporate governance and more standardised operations at listed companies.