Chinanews.com, Beijing, November 25 (Reporter Xie Yiguan) Drinking tea, signing and signing, and lie down to get the "salary" are many people's impressions of independent directors of listed companies.

However, a recent civil lawsuit made the independent directors take a sigh of relief.

Independent directors become "high-risk" occupations

　　On November 12, the Guangzhou Intermediate People’s Court issued a first-instance judgment, ordering Kangmei Pharmaceutical Co., Ltd. to compensate securities investors for losses of 2.459 billion yuan due to false statements in the annual report and other infringements. It also ruled that six people including the former chairman and general manager Ma Xingtian should bear joint and several compensation. Responsibilities; 13 individuals who were the directors and supervisors of the company at that time were responsible for joint settlement liabilities of 20%, 10%, and 5%, respectively, according to the degree of fault.

　　Among them, among the five independent directors of Kangmei Pharmaceutical at the time, Jiang Zhenping, Li Ding’an, and Zhang Hong assumed joint and several liabilities within 10% of the investor’s losses, corresponding to an amount of 246 million yuan; Guo Chonghui and Zhang Ping were responsible for the loss of investors. Undertake joint and several liabilities within 5% of the total, corresponding to an amount of 123 million yuan.

The screenshot is from the civil judgment of the Guangzhou Intermediate People's Court.

　　The iFinD Flush website shows that Jiang Zhenping, Li Ding'an, Zhang Hong, Guo Chonghui, and Zhang Ping received a total of 525,500 yuan, 409,500 yuan, 308,000 yuan, 310,100 yuan, and 241,000 yuan while serving as independent directors of Kangmei Pharmaceutical. .

　　Holding hundreds of thousands of yuan in remuneration, but having to bear hundreds of millions of yuan in debt, in the eyes of everyone, the originally "relaxed" independent director instantly became a "high-risk" profession.

Good luck, listed companies are now independent directors "resignation wave"

　　Correspondingly, the "resignation wave" of independent directors has recently appeared in listed companies, which has also caused market speculation and may be related to the heavy fines imposed on independent directors in the Kangmei case.

　　According to incomplete statistics from reporters on Chinanews.com, from the first instance of Kangmei Pharmaceutical's verdict on November 12 to November 24, 29 listed companies have announced the resignation of independent directors.

　　Although more than 400 companies have issued this announcement since the beginning of the year, it is rare for such a intensive resignation of independent directors within a period of time.

　　Compared with previous years, in the same period of 2020 (November 12-November 24), 16 listed companies announced the resignation of independent directors. In the same period of 2019, 17 listed companies announced the resignation of independent directors. The recent resignation announcements of independent directors also increased significantly year-on-year.

　　Sorting out the reasons for the resignation of the independent directors of these 28 listed companies are mostly "personal reasons", "term expiration", "post change" and other factors.

However, Kaishan Co., Ltd. issued a solemn statement after the announcement of the resignation of independent directors, which made a bit of market speculation.

　　Kaishan shares mentioned in the statement, "On November 18, after the announcement of the first-instance verdict on the'Kangmei Pharmaceutical' incident by the independent director of Kaishan, Shi Ximin submitted to the company a report of his resignation as an independent director for personal reasons, which caused a serious problem to the company. A major negative impact has brought losses to investors. The Group expresses its strong dissatisfaction with Shi Ximin’s act as an independent director of Kaishan Co., Ltd. for only five months. He refused to retain the company's request and insisted on resigning under circumstances that could easily mislead investors. , To condemn his professional ethics."

Screenshot of Kaishan Holding Group's declaration.

　　After Kaishan shares angrily denounced the resignation of independent directors, Liu Jipeng, the “senior independent director” of A shares and the dean of the Business School of China University of Political Science and Law, suddenly requested the resignation of the independent director of Wanrun, which also attracted market attention.

　　However, according to the Securities Times, Liu Jipeng said in response to his resignation as an independent director of Wanrun shares that his resignation was indeed coincidental and he would not be a deserter at a critical moment.

　　It is worth mentioning that in the announcement of the resignation of independent directors, Golden Flower stated that “the company has received written documents from independent director Zhang Xiaoyan requesting the company to disclose the resignation as soon as possible.” The words show its eagerness to resign.

At present, Jinhua shares are caught in lawsuits with many small and medium investors due to false statements. 

　　After the independent director resigns, can he be exempted from legal liability during his tenure?

Yan Bing, director of Beijing Yuntong Law Firm, told a reporter from Chinanews.com that “independent directors must be responsible for the decisions they make while serving as independent directors. It does not depend on whether you are in office or leaving.”

How can independent directors cease to be a "vase"?

　　Behind the "resignation wave" of independent directors, with tens of thousands of remunerations, whether independent directors who actually "do not understand" should shoulder such a large responsibility, it also triggered discussions among netizens.

　　"The status of independent directors is very special. It is not measured by the amount of labor costs. Once you perform the responsibilities and obligations of independent directors, you must bear corresponding legal responsibilities, especially when listed companies have serious violations of laws and regulations. "Dong Dengxin, director of the Institute of Financial Securities, Wuhan University of Science and Technology, told a reporter from Chinanews.com.

　　In 2001, the China Securities Regulatory Commission promulgated the "Guiding Opinions on Establishing an Independent Director System in Listed Companies", requiring listed companies to appoint appropriate personnel to serve as independent directors.

It also pointed out that independent directors have the obligation of integrity and diligence to the listed company and all shareholders; to safeguard the overall interests of the company, it is especially important to pay attention to the legal rights and interests of small and medium shareholders.

　　The document also emphasizes that independent directors should perform their duties independently and not be affected by the major shareholders, actual controllers, or other entities or individuals that have interests in the listed company.

　　"But the reality is that with the announcement of the new "Securities Law" and the Criminal Law Amendment (11), my country has increased the cost of securities violations and crimes, and has also greatly increased the joint and several liability of independent directors. However, independent directors are currently The selection mechanism is still the old routine of the past. Independent directors are nominated by major shareholders and paid by listed companies. This largely binds the personal dependency of independent directors with major shareholders of listed companies and listed companies." Dong Dengxin Therefore, many independent directors cannot truly detach themselves from exercising their rights and obligations independently.

　　In Dong Dengxin's view, it is necessary to reform the selection system of independent directors, change from the source, and enhance the system functions and practical effects of independent directors.

　　"It is recommended that the Securities Industry Association of China be responsible for establishing a reserve expert database for independent directors, and at the same time establish an independent director labor expense fund. All listed companies pay the independent director labor expense fund to the China Securities Industry Association according to a certain standard every year. Any independent director of a listed company The selection and appointment must be randomly selected and allocated by the China Securities Association or listed companies from the independent director reserve expert database." Dong Dengxin said.

　　In addition, some people suggested that the CSI Small and Medium-sized Investor Service Center act as a third party to uniformly select and hire independent directors of listed companies and award compensation to solve the problem of independence of independent directors.

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