Vase, rubber stamp, or the real voice from the management of listed companies?
Since the implementation of the independent director system for more than a year, independent directors who have been widely questioned by the market are trying to change their "vase" role in the board of directors. Their opinions have begun to appear more in the announcements of listed companies and gradually become an important force for safeguarding small and medium investors.
Although there are still many areas that need to be improved, an official of the CSRC is still optimistic and the implementation results have reached expectations. In just over a year, the number of independent directors of listed companies has grown to about 3,000, and the attitude of listed companies has changed fundamentally from never accepting to passively accepting and then actively hiring independent directors. The orientation of independent directors has also returned from the initial "celebrity show" to the supervisor orientation, and high-quality people with professional background and sense of responsibility are generally welcomed by listed companies.
On June 30 this year, according to the guidance of the CSRC, at least one third of the board members of listed companies must be independent directors, and at least one professional accountant must be an independent director. It is reported that listed companies that fail to meet this requirement will become the focus of inspection, and the independent director system will become an important link in the governance and supervision of listed companies.
Independent directors began to say "no"
Among more than 2,000 independent directors last year, Zhang Haibo was a famous one. The former independent director of China Agricultural Resources has attracted much attention because of his fierce performance in publicly expressing different opinions to the board of directors.
On June 28th, 2002, China Agricultural announced that Zhang Haibo, an independent director, a member of the board of directors of a listed company and a major shareholder of China Agricultural Reclamation, issued an independent director's opinion 1200 words, made three independent statements on the related issues disclosed by China Agricultural in the self-inspection report, and explained and condemned the problems found by major shareholders in the company's self-inspection process, such as occupying funds and violating information disclosure. Five suggestions were put forward to the company's board of directors, including timely public disclosure of relevant information, hiring accounting and legal institutions, further reviewing related matters and putting forward suggestions for the next step. In addition, he specifically asked the board of directors to formulate clear and feasible measures as soon as possible to solve the problem and give investors a satisfactory answer; And publicly apologize to investors in the name of the board of directors. If it weren't for Zhang Haibo's reminder, ordinary investors would never have found such a serious problem behind the middle agricultural resources. Shortly thereafter, Zhang Haibo resigned as an independent director.
Zhang Haibo is the first independent director to express such clear opinions to listed companies and major shareholders without considering personal gains and losses.
Liang Zhili and Zhang Xiaodong, independent directors of Tianda Tiancai, also expressed their opinions on independent directors in July last year, publicly pointing out that Tianjin University, the controlling shareholder of the company, violated its promise, harmed the company's interests and had horizontal competition with the company. Zhang Xiaodong, a professor and doctoral supervisor at the Institute of International Economics of Nankai University, said that his behavior was based on safeguarding the interests of minority shareholders.
Also saying "no" to listed companies is the independent director of South Huaxi. On August 28th, 2002, three independent directors just elected in June last year abstained from voting on the interim report of South Huaxi. The three independent directors of the South China Department are Lu Jingkui, Chairman of Guangzhou Zhujiang Asset Management Company, Sui, Dean of School of Management of Jinan University, and Ling Wenchang, Head of the Second Department of Guangdong Securities Investment Bank. It is reported that the main reason for their abstention is related to the capital occupation of major shareholders.
On June 27th last year, two independent directors of China Television Media also expressed their independent opinions on the two proposals of the board of directors. The two independent directors suggested that the company supplement the formal lawyer's expert opinions on the two proposals. For the asset lease agreement between the company and CCTV, the two independent directors suggested that the investment of both parties should be converted into equity, and the company should be established for planning and development to improve the income of both parties; In the announcement that CCTV stopped cooperating with the company in the People column, two independent directors suggested that the equipment converted to lease should be marked in the agreement as "Leased equipment agreement is under negotiation" and disclosed in some form when necessary.
The independent directors of CDB also issued supplementary audit opinions on related party transactions involving 8,654,380+million yuan at the beginning of last year. Huang Shizhong, a professor at the School of Accounting of Xiamen University, was an independent director of Xiamen Automobile, and suffered a protracted battle for control by several major shareholders. The contradiction between the two major shareholders seriously hindered the normal production and operation of the company, and the board of directors could not make effective decisions. Professor Huang Shizhong didn't want to get involved in the contradiction between the two major shareholders, so he resigned. Independent directors broke the previous silence and expressed their opinions on the related party transactions of more than 3 million yuan, the authenticity of financial data in the announcement, the appointment and dismissal of directors, and the employment of accountants. Many independent directors use their professional knowledge to provide more scientific advice to listed companies.
An official of the CSRC commented that independent directors not only supervise the operation of the board of directors on behalf of minority shareholders, but also play an important role in increasing the transparency of the decision-making of the board of directors of listed companies.
Independent directors often become surrogate indicators.
While the independent director system began to sound, Xiao Zhuoji, a famous economist, resigned as an independent director of Datang Telecom, which was regarded as a landmark event of the independent director system.
/10 2002 On June 23, 2002, Datang Telecom held a general meeting of shareholders, which deliberated and approved Xiao Zhuoji's resignation as an independent director of the company. At that time, the reason was busy with work. Previously, the company issued a notice to correct the semi-annual report, saying that due to the accounting treatment of related transactions of creditor's rights transfer on June 30, 2002, the company's performance in the first half of this year changed from a profit of 4.78 million yuan to a loss of 1588.65438+ 10,000 yuan. At the same time, the company predicts that it will continue to lose money in the third quarter. As soon as this news came out, Datang Telecom's share price plummeted.
The same situation also appeared in Jiangxi copper industry. Jiangxi Copper was suspected of fraudulent performance when it was first listed. One month after listing, Long Tao, the independent director of the company, offered to resign. Earlier, Wang Jue, an independent director and famous economist of Lanzhou Yellow River, resigned because he was dissatisfied with the company's repeated unreasonable guarantees for the parent company.
Most of the companies in which economists or social celebrities resigned were companies with problems. In addition to the expiration of the term of office and the change of major shareholders, the resignation of these independent directors began to become a reverse indicator to predict the company's performance, and some listed companies with deep accounting and legal professional backgrounds chose to be independent directors, which was favored by the market.
According to a university professor who is now an independent director of a listed company in Tianjin, due to the constraints of major shareholders, independent directors cannot fully grasp the real operating performance of the company, or are limited by human factors. It is not convenient for independent directors to conduct in-depth supervision and public inquiry on listed companies. Resignation is the best self-protection, and no one will bet his social reputation, especially after the promulgation of judicial interpretation, independent directors will face criminal and administrative liability risks. The professor himself has voluntarily resigned as an independent director of two listed companies. In fact, the reason for his resignation is that some of the company's practices are beyond the normal range.
Professor Huang Shizhong, vice president of the School of Accounting of Xiamen University, said that he is more willing to be an independent director in a road and bridge listed company, and his business content is relatively simple and various financial statements are relatively easy to analyze.
The "Lu Jiahao incident" and the "judicial interpretation" issued last year are affecting the team of independent directors, and the independent director system has been implemented. The occupational risk of independent directors has also become the driving force for incumbent independent directors to be diligent and conscientious. According to statistics, more than 40 independent directors resigned last year, involving more than 30 listed companies. The resignation of independent directors is not an accidental phenomenon.
The team of independent directors was once regarded as a vanity fair in the securities market. A survey of independent directors in August last year showed that economists, social celebrities, university professors and retired government officials accounted for the vast majority of independent directors at that time, and most of them came from economically developed places such as Beijing and Shanghai. Even some people have as many as four or five independent directors, and listed companies actually don't care about the role of independent directors. For example, last year, a listed company in Hunan actually reported that it wanted to hire cultural celebrities with no experience in accounting and listed companies as independent directors. In the wave of resignation of independent directors, many scholars and social celebrities have resigned in order to reduce the number of companies serving as independent directors. At the same time as the "celebrity show" ebbed, according to the statistics of the CSRC, the number of independent directors with professional background rose to more than 60%. In the recent training course for independent directors, accountants, lawyers and investment company bosses accounted for the majority of the students. Recently, the Shenzhen Municipal Government reported that it will fully implement the independent director system in the reorganization of state-owned capital.
Although the prosperity of independent directors can not cover up the defects of the system itself, the independent director system began to play its due role, and independent directors began to return to rationality. (Li Dongping)
The local securities regulatory bureau promotes the independent director system
Some local securities regulatory bureaus are strengthening the management and restraint of independent directors.
In February this year, Wuhan Securities Regulatory Bureau began to implement the performance evaluation system for independent directors of some listed companies, urging listed companies to gradually improve the independent director system and create a good environment for independent directors to perform their duties.
According to the requirements of Wuhan Securities Regulatory Bureau, the independent directors' attendance at the board meeting of the company, their exercise of "special powers" and their independent opinions were evaluated. In a fiscal year, the independent directors did not attend 60% of the board meetings or failed to attend the board meetings for three consecutive times; Independent directors did not express their opinions on whether to approve the company's major related party transactions; For matters that require independent directors to express their independent opinions, if the independent directors fail to express their opinions or the opinions expressed obviously lack independence, the evaluation grade is "unqualified".
According to the evaluation results of the above standards, as long as one index is unqualified, the overall evaluation of independent directors in the fiscal year is unqualified.
The results of performance evaluation will be announced to all listed companies in the jurisdiction through the regulatory dynamic bulletin, requiring relevant listed companies to disclose information to all investors and restrain the behavior of independent directors.
Wuhan Securities Regulatory Bureau requires listed companies in the jurisdiction to evaluate the attendance and performance of independent directors, formulate and improve the internal supporting system of independent directors, establish a two-way communication system with independent directors, support and assist independent directors to play their corresponding roles, and promote the standardized operation of listed companies. (Mu Zi)
Independent directors call for the establishment of independent directors' organizations
How can we make the independent director system exert its greatest power in the supervision of listed companies? How to avoid the disadvantages of reality? It is almost the unanimous voice of independent directors of listed companies to form their own organizations.
"Independent directors want to have a home of their own." In the third training course for independent directors of Shenzhen Stock Exchange, the feedback from independent directors reflected that the establishment of corresponding associations became the greatest expectation of independent directors.
It can be seen from all aspects that it is urgent to establish an "independent director association", strengthen the construction of independent director system through the association, and standardize the practice behavior of independent directors. "Independent Directors Association" is a social organization composed of independent directors. Its main task is to establish a recognized specific standard and evaluation system for independent directors, so as to urge independent directors to abide by the principles of objectivity, impartiality and independence. Clarify the professional responsibility of independent directors, improve their professional level and promote the establishment of professional managers. China Securities Regulatory Commission and local securities regulatory offices shall supervise and guide independent directors according to law.
An official of a state-owned assets management department in Shenzhen said that the establishment of an independent director organization similar to a securities industry association or an accounting firm can avoid the disadvantages of the weak independence of the independent director nomination system, and the "independent director filing system" can be considered. If a listed company needs independent directors, it can apply to the association, and the association will appoint qualified professionals according to the principle of geographical proximity to avoid damaging the interests of major shareholders.
Cao Pingsheng, chief securities lawyer of Guangdong Huashang Law Firm, believes that the establishment of the association can strengthen the industry self-discipline of independent directors, and the association can establish a training and assessment mechanism for independent directors to avoid the phenomenon of "bad money driving out good money" and "celebrity show" among independent directors. Some social celebrities who can't even read the statements and have no energy to complete the duties of independent directors can be excluded from the team of independent directors. The association can also establish a "blacklist of independent directors" system to exclude independent directors who violate the law and fail to perform their duties from the market.
Mr. Gao Fenglong, an independent director of Tianjin FAW and a professor of Finance Department of Nankai University School of Economics, believes that the association organization can solve the salary problem of independent directors. In order to effectively ensure the independence of independent directors, the salary can be paid by the Independent Directors Association, and the source of salary can be obtained from two parts: one part is paid by listed companies; The other part is extracted from the stamp duty by the Exchange according to a certain proportion, arranged by the Independent Directors Association and distributed under the supervision of the China Securities Regulatory Commission. Or set up an independent director fund and pay the allowance for independent directors from the fund. You can even set up a practicing risk fund.
Liu Junhai believes that with the growth of independent directors, we should explore how to effectively develop this social group and try to professionalize independent directors. Independent directors should not only safeguard the interests of small and medium-sized investors, but also play a supervisory role. At the same time, they should not blindly sing the opposite. As company directors, they should also consider the interests of all shareholders. The association can give full play to the overall advantages of independent directors, and experts from various industries in the association can learn from each other and consult each other, so as to give full play to the overall supervision effect. (Dongping)
The Necessity of Training Independent Directors
"Do you want to be an independent director?" Recently, I participated in the training of independent directors in Shenzhen Stock Exchange, and most of the students came to this conclusion.
"I didn't expect independent directors to be given such heavy rights and responsibilities." A student revealed a secret. He thinks that being an independent director can lead to fame and fortune. After attending the training, I learned that independent directors not only have great supervision power, but also bear corresponding legal responsibilities, and they are very professional and technical.
Chen Hongqiao, director of the Shenzhen Stock Exchange Entrepreneurship Training Center, who has organized more than 3,000 students, is not surprised. He said that the securities market has developed rapidly. With the improvement of various laws and regulations and the improvement of the governance structure of listed companies, high requirements are put forward for independent directors. However, the independent director system has been implemented for less than two years, and the quality of independent directors is uneven, so the corresponding training is necessary.
According to Director Chen, each stage of independent director training is different. The students in the first phase come from all parts of the motherland and have many ideas. There are more financial professionals in the second phase; There are more legal professionals in the third phase. Judging from the new registration, some board members of listed companies take turns to participate in the training, and some even participated in the training of the chairman and general manager.
"Training is to improve students' professional skills as independent directors. "Director Chen introduced that the training courses offered by the Shenzhen Stock Exchange Entrepreneurship Training Center are highly targeted. The corporate governance framework involves the board of directors, the construction of the director system, the legal framework of the securities market and related legal responsibilities, major legal issues, financial analysis and judgment.
Director Chen expressed the hope that through the training, students can understand the rights and responsibilities behind "honesty, credit and diligence", master the basic contents, and how independent directors can use the system of right to know and exemption to protect themselves. To be clear, being a director will not be wronged.
Through participating in training discussions and exchanges, the students put forward many constructive opinions on the independent director system. Gao Fenglong, a teacher at Nankai University, said that he dismissed the independent directors of the two companies because he had his own understanding of the development trends of the two companies and invited other accounting experts to help him make suggestions. He believes that independent directors must think independently and have a high degree of professional knowledge. The experience of Vice President Yu Jianbo, who is investing in Shenzhen today, is that there are three principles for being an independent director: to choose listed companies like stock picking; It is necessary to judge the actual operation of the company from a professional perspective; All the independent directors of a company should unite. He believes that independent directors must not be immune (against everything), agree with everything, or be immune (with reservations).
In the United States, the qualifications of independent directors are quite demanding. Independent directors must have considerable enterprise and business experience, a certain degree of educational background, and be able to make valuable business judgments. At the same time, the particularity of its identity also requires independent directors to have independent personality and humanistic cultivation. Among them, successful business people are the most popular, while there are many professors and scholars in the team of independent directors in China. (Mu Zi)
The rapid expansion of independent directors
According to the Guiding Opinions on Establishing Independent Director System in Listed Companies issued by CSRC on August 6th, 20001,before June 30th, 2003, the board of directors of listed companies should include at least one third of independent directors, including at least one accounting professional.
If funds are added, nearly 1400 listed companies and funds need to hire independent directors. According to the average of 7-9 board members in each company, the number of independent directors will reach about 5,000, and the demand for accounting professionals will reach 1 1,000 or more.
After reorganization, banks, insurance companies and securities companies have also introduced the system of independent directors, and a market and group of "independent directors" with listed companies as the main body is taking shape in China capital market.
According to the investigation of CSRC, as of June 30, 2002, among the 1 187 listed companies,1/24 listed companies employed 24 14 independent directors, of which 80% employed two independent directors and 20% employed them. According to the Guiding Opinions, at least 2,500 independent directors need to be added before June 30 this year.
Among the 24 14 independent directors who have been selected, university professors and technical experts are the largest sources of independent directors, accounting for 50%; Accountants, lawyers, investment consultants and other intermediaries reached 30%; Enterprise managers account for10%; Other personnel (including retirees from government agencies and institutions) accounted for 5%; Professionals with economic, legal and accounting backgrounds are the most popular among listed companies, accounting for 65% of the 24 14 independent directors who have been selected.
According to the statistics of Shenzhen Stock Exchange 200 1, there are 8 independent directors in 5 listed companies, and a large number of independent directors only serve as independent directors in 1 and 2 listed companies, 2 12 and 95 respectively; The salary of independent directors is mainly concentrated in the range of 20,000-50,000 yuan.
In the investigation of independent directors of 24 14 listed companies as of June 30, 2002, China Securities Regulatory Commission found that the nomination of independent directors lacked independence, and there were still many university professors, technical experts and retired officials, accounting for 60% of the total independent directors. At the same time, the salaries of independent directors vary greatly and there is no uniform standard. The team of independent directors lacks supervision and evaluation mechanism.
Although the independent director system has yet to be improved, the CSRC has unswervingly implemented the independent director system in listed companies and fund companies. It is reported that after June 30 this year, listed companies that do not meet the requirements of independent directors stipulated in the Guiding Opinions will become the key inspection targets of the CSRC. (Ye Fu)