The resignation of the independent director of the listed company was filled by college teachers.
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The reporter found out that since the beginning of this year, independent directors of listed companies have entered a period of intensive resignation.
On July 2, Xinye Textile announced that Zhang Jincai, an independent director of the company, applied for resignation as an independent director for personal reasons, and resigned as a member of the audit committee of the company's board of directors and the chairman of the remuneration and appraisal committee of the board of directors. After resigning, Zhang Jincai will no longer hold any position in the company.
On May 30, the Yellow River whirlwind said that the company's board of directors recently received a written resignation report submitted by the company's independent director Zhu Feng.
According to incomplete statistics, since the beginning of this year, many listed companies such as Beibo, Yulilian, Yingein Investment, Xindaxin Materials, etc. have all resigned.
The reporter noted that the resignation of the listed company's independent directors, most of them are more special.
For example, Dong Jiachen, who has resigned as an independent director from North Glass and Kenli, has served as director of the Henan Provincial Reform Commission, assistant inspector, deputy director of the Zhengzhou Special Administrative Office of the China Securities Regulatory Commission, and deputy director of the Henan Supervision Bureau of the China Securities Regulatory Commission. The Secretary is on the job.
Zhang Yiheng, an independent director who resigned from Beibo, is currently working for China Building Materials Industry Association and China Building Glass and Industrial Glass Association.
Zhu Feng, who resigned from the whirlwind of the Yellow River, is the director of the Zhengzhou Abrasives Grinding Research Institute, which is affiliated to the central enterprise “China Machinery Industry Group Co., Ltd.â€.
Not only Henan, but also in the country, A-share listed companies have set off a wave of independent directors. According to Wind's statistics, from October 19, 2013 to June 7, 2014, a total of 268 people from the Shanghai and Shenzhen stock exchanges offered to resign as independent directors, involving about 300 listed companies. On average, about 33 independent directors submit their resignations each month, and at least one independent director leaves his job almost every day. Before October 19, 2013, only about 10 independent directors left the city each month.
Independent director talent structure adjustment
As an exotic product, the independent director system was introduced to China in 2001. Independent directors exercise supervisory power in the company and are called “gatekeepers†for listed companies' compliance operations.
According to the "Guiding Opinions on Establishing an Independent Director System in Listed Companies", the independent directors need to have basic knowledge of the operation of listed companies, be familiar with relevant laws, administrative regulations, rules and regulations; have more than five years of legal, economic or other duties to perform independent directors. The necessary work experience. The independent director must undergo special training before taking office. These strict requirements limit the choice of independent directors.
In addition, the independent director must be elected by the company's general meeting of shareholders, the procedures are complex, for listed companies, it is not easy to change an independent director.
The reporter learned that the candidates for independent directors are mainly from professionals, such as college teachers, retired company executives and government officials, industry association leaders, certified public accountants, lawyers, etc.
For the time being, in the resignation of independent directors this year, the positions of independent directors who were vacant by the resignation of officials or former officials were partially filled by college teachers, which made the colleges and universities in the independent structure more colorful.
In fact, college teachers have long been independent teachers and have been very common. Different from party and government leading cadres, these non-university-leading teachers have no strict regulations and are more likely to be accepted by relevant parties.
Extended reading: reading Chinese officials "the tide of independent directors"
The main purpose of the shareholders to select directors is to supervise the company's management personnel and make decisions. It is the agent of the shareholders. If the board of directors colludes with the management, the resulting synergy has a huge potential threat to the interests of shareholders. On the other hand, when making decisions, directors may cite a political term called “interests†because of their own considerations, and will not make the most favorable shareholders' decisions. At this time, the role of independent directors should not be underestimated.
What is the role of the independent director?
The board of directors can usually be divided into internal directors and external directors. The company's CEO, CFO and other C-level management personnel, executive vice president, shareholders, union representatives, debt representatives, as long as the company is a little bit can be elected as an internal director. To take an extreme example, if the CEO of a competitor company is elected as a director by a shareholder of the company (without violating internal regulations and laws), then he should also be treated as an internal director.
An external director, also known as an independent director, is a director who cannot be touched at all. His independence requirement is even higher than that of a shadow director (a director who does not do anything). First, independent directors are not allowed to hold shares (in accordance with the laws of different countries under the prescribed shareholding ratio, usually 1%), because as long as the holder or institution that holds the shares is a shareholder, it loses its independence. According to the Wall Street Journal's 2010 data, among the listed companies in the US S&P 500, independent directors accounted for 66% to 72% of the board of directors and were the main members of the board of directors.
Shareholders elect to authorize directors, directors supervise management, management manages ordinary employees to create benefits for shareholders, which is the most simplified corporate governance chain. The advantage of the internal directors is that they understand the business better and understand the situation. The shortcoming is that the interest structure is complicated and the management is unclear. The advantage of independent directors is that the bystanders are clear and they are out of the game. The disadvantage is that they are not familiar with the company. Therefore, in addition to major decisions requiring the advice of internal directors, independent directors are more suitable for the rest of the board's responsibilities. In addition to regulating the neutrality of management, it can also prevent companies from going wrong and playing a check and balance role.
Domestic and foreign independent directors
According to Sina Financial's US stock data, the chief independent director of the traditional American company Ford Motor is the shareholder of Estee Lauder and an investment expert in cosmetics. One of the independent directors of Apple, an emerging technology company, is a fellow member of the Royal Society, a member of the Los Angeles Philharmonic Orchestra and other charitable organizations. It can be seen that different types of US listed companies, their independent directors should maintain objective independence even at the industry level, and the professionalism of independent directors is more from management experience and responsibility.
According to Sina Finance, there are at least 30 non-executive directors, independent directors or external supervisors in 40 A-share financial listed companies with personnel changes, of which at least 20 resigned directors or supervisors have an official background. Even in a branch of a central enterprise background, independent directors also have this phenomenon.
The financial statements of Huarong International Trust, which is 97.5% owned by Huarong Production Co., Ltd., show that Xing Cheng, an independent director, is currently the executive director of the Trust and Fund Research Institute of Renmin University of China. He is not allowed to provide financial or consulting services to the company according to the regulations. Luo Qunfang, an independent director, has served as the director of the non-bank supervision department of the Xinjiang Banking Regulatory Commission and has served in the People's Bank of Xinjiang [microblogging] for a long time. The main business of Huarong Trust is in Xinjiang, and the trust belongs to non-bank financial products, and the officials have not been independent in the industry.
Why did the independent director leave the company?
In fact, independent directors do not have to leave, even if the company has committed a law, owed money, and independent directors are also a dime relationship. I believe this is one of the reasons why more than 1,000 officials or non-independent individuals violated the objective independent judgment criteria and were assured that they were "upper" in more than 800 listed companies. In addition, the income of independent directors is very high. For example, Ba Shusong [microblogging] has a million-year salary in an independent directorship of a company of Minsheng Bank, which has created a "reasonable extra-fast" on the official's surface.
Since the system of independent directors comes from the United States, can US officials also be independent managers? According to US law, public officials can hold important positions in any business organization in the scope of their duties during the government's tenure, even if their loved ones cannot hold important positions or be responsible for specific matters. Japanese bureau-level and above cadres cannot serve in any enterprise. Since the contacts of officials are important intangible assets, they are inevitably used to breed corruption.
Chinese officials have a long-term tenure, and being hired as an independent director is extremely easy to generate money transactions. Although the company hired officials to sit on the board of directors and never disclosed the reasons for the nomination, it is also known that Sima Zhaozhi is well known. The independent director system is like McDonald's [microblogging], and it will become a quality when it comes to China. Although the independent director also serves the interests of shareholders, it is not the service law. Fortunately, the official detachment of the independent directors as a small climax in the anti-corruption tide arrived in time. Although officials lost their disguised welfare, but from the anti-corruption, industry supervision, and the higher level of Chinese enterprise development, there is no harm.
(The author of this article: A member of the Chartered Financial Analyst Global Association, who was engaged in ADR incentive equity management for US stocks, and authorized the Nobel Prize in Economics in 2013 to translate.)