Pengpai News Reporter Tian Zhongfang
After the first instance of Kangmei case that shocked the market was in trouble, there was a wave of "resignation wave" among independent directors of A-share listed companies (hereinafter referred to as "independent directors").
According to incomplete statistics from Pengpai News reporters, from November 12 to the present, 23 listed companies have issued resignation announcements of 24 independent directors in the past week, and most independent directors have applied to resign due to personal reasons. Among them, there are many independent directors who require listed companies to disclose their resignation as soon as possible.
According to the calculations of the reporter from The Paper, since November, the number of A-share listed companies announced the resignation of their independent directors has been 33, an increase of 57% year-on-year and a month-on-month increase of 65%.
In response to this, an industry insider told the Pengpai News reporter: "In the first instance judgment of the Kangmei Pharmaceutical case, all five independent directors were sentenced to bear considerable joint and several compensation, which is one of the reasons why many independent directors resigned recently. At present, independent directors have become a job with greater risks than benefits."
On November 12, the first instance judgment of the Kangmei case was concluded. Among them, five independent directors were sentenced to bear huge amounts of 5% to 10%, with the amounts of 123 million yuan and 246 million yuan respectively. The annual compensation of independent directors of most A-share listed companies is generally around 100,000 yuan.
Five independent directors were sentenced to huge joint and several liability for compensation in the Kangmei case, which is the first time in the A-share market.
"resignation wave" of independent directors: 33 A-share companies have announced their resignation from their independent directors, an increase of 57% year-on-year
According to incomplete statistics from the reporter of The Paper, since the Kangmei case was verified on November 12, 23 listed companies have issued announcements about the resignation of independent directors.
Specifically, on November 12, three listed companies including ST Huading (601113), Xinwangda (300207), and ST Guangyi (300356) took the lead in publishing an announcement of the resignation of independent directors.
On November 13, two listed companies including Jiugang Hongxing (600307), Xingyuan Material (300568), issued announcements on the resignation of the independent director.
From November 16 to November 20, 3, 4, 4, 2 and 5 listed companies issued announcements on the resignation of independent directors. Specifically:
11 On November 16, China-Malaysia Transmission (603767), Daheng Technology (600288), and Guangtian Group (002482) respectively issued announcements on the resignation of independent directors.
On November 17, four listed companies including Zhangzhou Development (000753), ST Rongtai (600589), Liaoning Chengda (600739), and Mulinsen (002745) respectively issued announcements on the resignation of independent directors.
On November 18, Sumeida (600710), Huadian Energy (600726), Zhenshitong (002771), and Kaishan Co., Ltd. (300257) respectively issued announcements on the resignation of independent directors.
On November 19, Fuchun Environmental Protection (002479) and Yuxin Technology (300674) respectively issued announcements on the resignation of independent directors.
On November 20, five listed companies including Kexin Development (600234), Zhongxin Travel (002707), Jinhua Co., Ltd. (600080), Guanghong Technology (300735), and Youboxun (300531) respectively issued announcements on the resignation of independent directors.
Wind data shows that from November this year to the present, only 33 listed companies have issued announcements of their independent director resignation. There were 23 in the past week after the Kangmei case was sentenced, accounting for as high as 70%.
In addition, in October this year, only 37 listed companies in A-share listed companies issued announcements of resignation from independent directors. From October 1 to October 20, there were only 20 companies in total. Calculation shows that since November this year, the number of listed companies that have issued announcements of resignation of independent directors has increased by 65% month-on-month.
. From November 1 to November 20, 2020, Wind data showed that 21 listed companies issued announcements about the resignation of independent directors. Calculation shows that the number of listed companies that have issued announcements of the resignation of independent directors since November this year has also increased by nearly 60% year-on-year, at 57%.
Overall, in the past three months, there have been more than 30 listed companies that have issued announcements about the resignation of independent directors. Among them, there were 37 in October, 33 in September, and 43 in August.
However, it should be noted that the listed company that issued the resignation announcement of the independent director does not mean that the relevant independent director has resigned.
Many company announcements show that after the resignation of the relevant independent directors, the proportion of independent directors on the company's board of directors will be lower than the statutory minimum requirement, so its resignation report will take effect after the company elects a new independent director. During this period, the independent director who proposes to resign will continue to perform his duties as an independent director.
23 companies belong to 14 industries, with the largest number of electronics sectors, with a market value of over 10 billion to 8
Wind Data shows that from November 12 to the present, 8 listed companies have market value (Wind total market value 1 standard, the same below) exceed 10 billion yuan. Among them, 3 are main board companies and 5 are GEM companies.
Specifically, in the listed sector, 23 companies belong to the main board and GEM . Among them, there are 16 main boards and 7 GEMs. In terms of total market value of
, as of the latest closing day, there were 8 companies with more than 10 billion yuan, 3 companies with more than 20 billion yuan, and 1 company with more than 80 billion yuan.
Among them, Xinwangda has the highest total market value, reaching 83.08 billion yuan. Xingyuan Materials follows closely behind, with a total market value of 35.116 billion yuan. The total market value of Liaoning Chengda and Mulinsen exceeds 20 billion yuan, 29.263 billion yuan and 23.257 billion yuan respectively.
Kaishan Co., Ltd., Yujin Technology, Jiugang Hongxing and Guanghong Technology all have exceeded 10 billion yuan, with total market value of 16.534 billion yuan, 13.303 billion yuan, 13.216 billion yuan and 10.674 billion yuan respectively. In terms of industries belonging to
, under the first-level industry classification of Shenwan , 23 companies belong to 14 sectors including electronics, electrical equipment, steel, public utilities, chemicals, construction and decoration, computers, machinery and equipment, automobiles, commercial trade, communications, leisure biology, pharmaceuticals and biology, and comprehensive.
Among them, there are 4 electronic sectors, namely Mulinsen, Daheng Technology, Xinwangda and Guanghong Technology. There are 2 companies in the utilities, chemicals, computers, automobiles, commercial trade, and pharmaceuticals and biology. There is one other sector.
Most independent directors resigned due to personal reasons and have a background in college professors. There are many
Wind information shows that among the resignation announcements of independent directors issued by 23 listed companies, except for Zhangzhou Development, which announced that two independent directors resigned, the rest were 1. Therefore, a total of 24 independent directors are preparing to resign.
. In terms of the reasons for resignation, according to the review by reporters from The Paper, most of them are independent directors. At the same time, it also includes changes in work and expiration of term of office.
Specifically, there are 16 independent directors who resigned for personal reasons. The listed companies they serve are ST Guangyi, Jiugang Hongxing, Xingyuan Materials, China-Malaysia Drive, Daheng Technology, Guangtian Group, ST Rongtai, Liaoning Chengda, Huadian Energy, Zhenshitong, Kaishan Co., Ltd., Fuchun Environmental Protection, Yuxin Technology, Kexin Development, and Youboxun.
Among them, although the reason why Sumeida’s independent director Chen Donghua resigned was personal, the announcement disclosed also pointed out the changes in work.
Resignation due to work changes also include Tang Guoqing of Mulinsen and Qiu Lequn, who intends to be hired as the company's financial director.
There are four independent directors who resigned because their term of office is about to expire, namely Zhong Mingxia of Xinwangda, Sun Yun of Zhongxin Tourism, Lin Zhiyang and Huang Jianxiong of Zhangzhou Development.
In addition, Wang Huaping of ST Huading's announcement showed that the reason for his resignation was that he received the "Administrative Penalty Decision" issued by the Zhejiang Securities Regulatory Bureau.
, and Jinhua Co., Ltd. announced that it did not disclose the reason for its independent director's resignation. The announcement showed: "On November 19, 2021, the company received a written document requesting the company to disclose the resignation matters as soon as possible."
It is worth mentioning that the Wind can be verifiable and public information shows that many of the independent directors who resigned have backgrounds in college professors.
For example, Xie Deren, the independent director of Liaoning Chengda, is currently a professor in the Department of Accounting of the School of Economics and Management, Tsinghua University. Sun Jian, an independent director of Huadian Energy, is currently the deputy dean and professor of the School of Accounting of Central University of Finance and Economics. Kaishan Co., Ltd. is an independent director, Shi Ximin, and is a professor of accounting at Zhejiang University of Finance and Economics.
In addition, Zhong Mingxia of Xinwangda has been working at Hong Kong School of Law in 1994 and has served as a professor since December 2003. ST Guangyi's Zhou Youmei is the dean of the School of Accounting at Nanjing University of Finance and Economics, a professor of accounting, a master's supervisor, etc.
A shares first case! The independent director in Kangmei case was sentenced to huge joint and several liability for compensation. The compensation received during his term of office was not a sky-high price
The penalty for joint and several liability for independent directors in Kangmei Pharmaceutical case seemed to have a great impact.
In the first instance judgment of Kangmei Pharmaceutical , all five independent directors were sentenced to bear huge joint and several liability for compensation. Specifically, the responsibilities shown in the first instance judgment of Kangmei Pharmaceutical case are divided into:
. Those who bear 100% joint and several liability are: Kangmei Pharmaceutical's actual controller Ma Xingtian , Xu Dongjin , director, deputy general manager, board secretary Qiu Xiwei , financial director Zhuang Yiqing, employee supervisor , deputy general manager Wen Shaosheng, supervisor and independent director Ma Huanzhou and auditing agency Guangdong Zhengzhong Zhujiang Accounting Firm (referred to as "Zhengzhong Zhujiang"), Zhengzhong Zhujiang Partner and Signature Accountant Yang Wenwei.
bears 20% joint and several liability (approximately RMB 492 million) including: Director Ma Hanyao, Director Lin Dahao, Director Li Shi, Chairman of the Supervisory Board Luo Jiaqian , Supervisor Lin Guoxiong, Deputy General Manager Li Jianhua, Deputy General Manager Han Zhongwei, and Deputy General Manager Wang Min.
bears 10% joint and several liability (approximately 246 million yuan) including: part-time independent directors Jiang Zhenping, Li Ding'an, and Zhang Hong.
bears 5% joint and several liability (approximately RMB 123 million) including: part-time independent directors Guo Chonghui and Zhang Ping.
It can be seen that although the five independent directors were sentenced to bear the lightest 5% to 10%, the amount of compensation they bear has exceeded 100 million. Correspondingly, the independent director’s compensation obtained from listed companies cannot cover the relevant compensation.
For example, public information shows that Li Ding'an served as an independent director of Kangmei Pharmaceutical from May 2012 to May 2018; from May 2018 to October 2020, he served as a supervisor of the company. From 2018 to 2020, the pre-tax remuneration received from Kangmei Pharmaceutical was RMB 148,400, RMB 148,400, and RMB 168,000, respectively, totaling RMB 464,800.
In addition, Zhang Ping served as the company's independent director from May 2018 to June 2, 2020. The pre-tax remuneration received from Kangmei Pharmaceutical from 2018 to 2020 was RMB 70,000, RMB 120,100, and RMB 50,900, respectively, with a total of approximately RMB 241,000 in three years.
Tonghuashun data shows that according to the 2020 annual report, the salary of independent directors of A-share listed companies was the highest last year at Junshi Biologics (688180), with the highest salary of ROY STEVEN HERBST, with ROY STEVEN HERBST, and the salary during the reporting period was 5.4308 million yuan and 2.0252 million yuan respectively, which are also the only independent directors whose salary exceeds one million yuan.
Correspondingly, the two independent directors of Guangyu Development (000537) had only paid 300 yuan during the reporting period in 2020. The salary of the independent director of ST Guiren (603555) is 500. At the same time, not a few people are paid a few thousand yuan.
Five independent directors were sentenced to huge joint and several liability for compensation in the Kangmei case, which is the first time in the A-share market. Therefore, this precedent is expected to become an opportunity for the improvement of 's independent director system .
Independent Director system has been born for 20 years. Experts: "If the rights and responsibilities granted by laws and regulations are not wrongly punished by law."
It is worth mentioning that the independent directors of A-share listed companies are on the cusp of the "front of the storm", it is the 20-year birth of my country's independent director system.
On August 16, 2001, CSRC issued the "Guiding Opinions on Establishing an Independent Director System in Listed Companies" (hereinafter referred to as the "Opinions"). The "Opinion" states that in order to further improve the governance structure of listed companies and promote the standardized operation of listed companies, listed companies should establish an independent director system.
"Opinion" shows that at that time, the China Securities Regulatory Commission clarified for the first time that independent directors of A-share listed companies should have the powers to exercise, as well as conditions that are appropriate for nomination, election and replacement. Among them, the "Opinions" also particularly emphasizes the content that independent directors must have independence.
For the case that Kangmei Pharmaceutical's independent director was sentenced to compensation of over 100 million yuan, currently serving as the independent director of Vanke , Gree Electric , Zhong Optics, Royole Technology , Liu Shuwei pointed out clearly in the public article: "My laws and regulations have clearly stipulated the rights and responsibilities of independent directors.As an independent director, he is indifferent to Kangmei Pharmaceutical's unscrupulous fraud! Since you have not fulfilled the rights and responsibilities granted by laws and regulations and are subject to sanctions by laws, are you wrongly accused? ”
Liu Shuwei said that before he served as Vanke's independent director, he refused to serve as an independent director of a listed company because he could not meet my requirements for performing my duties as an independent director. For example, before signing, I required strict review of relevant information, otherwise, I would refuse to sign.
Liu Shuwei emphasized that independent directors should be responsible to investors. I agree that companies that serve as independent directors are companies that I have a full understanding of and have tracked relevant public information for many years. After serving as an independent director, I must Ask the relevant departments of the listed company until it is completely clear.
Liu Shuwei believes that Kangmei Pharmaceutical’s counterfeiting methods are easy to identify. Regarding Kangmei Pharmaceutical’s obvious counterfeiting behavior, and public opinion has publicly questioned that as an independent director of Kangmei Pharmaceutical, it should not be impossible to identify it.
Finally, Liu Shuwei asked back: "Accepting the invitation to be an independent director means that you will fulfill the rights and obligations granted by laws and regulations. If you cannot do this, why should you be an independent director? ”
At the same time, the chief market expert of Shenwan Hongyuan Securities Research Institute Gui Haoming issued a document saying that my country's independent director system has been implemented for nearly 20 years. Its original intention is to select some professionals to represent the majority of small and medium shareholders to participate in the exercise of the power of the board of directors of the joint-stock company, so as to break the situation where the controlling shareholders dominate the board of directors and the interests of small and medium shareholders are often ignored.
Gui Haoming emphasized that the Kangmei case is very typical. It is precisely because of Kangmei 5 The inaction of independent directors and the random actions of following the actual controllers have enabled Kang Mei to continue to falsify unscrupulously, and the amount of fictitious revenue and profits has become increasingly large. Finally, it is exposed because it is really unresolved, becoming a major scandal in the securities market, and has also put these independent directors in a state of doom due to their violations.
An industry insider told the Pengpai News reporter: "At present, the independent directors of many listed companies in A-share companies are called 'vas', which is not unrelated to the fact that few independent directors really read the announcements and conduct investigations in their duties. "
Gui Haoming also pointed out that there have always been some people in the market who are willing to serve as independent directors of listed companies. The reason is that they believe that there is no responsibility for this position. As long as they vote in favor, they can get a reward for independent directors.
Gui Haoming said: "This is a misinterpretation of the independent director system, and it also reflects the deep-seated problems in China's independent director system. The lessons here are worthy of a profound summary. ”
Editor in charge: Shi Dongdong Photo editor: Jiang Lidong
Proofreading: Luan Meng
