Our reporter Xing Meng
In May, the number of departures of independent directors of listed companies increased sharply.
On May 30, two listed companies including Wenshan Power issued announcements about the resignation of independent directors, all of which resigned due to personal reasons.
According to the statistics of Oriental Fortune Choice, based on the announcement date, as of the press release on May 31, a total of 70 listed companies have issued announcements related to the resignation of independent directors. family), personal reasons (36) (including two situations involving the resignation of two independent directors of one company).
The term of the independent director is too long
or lose independence
Previously, the resignation of independent directors after the Kangmei Pharmaceutical case once sparked heated discussions in the market.
At present, many investors are quite sensitive to the news of the resignation of the independent director.
Perhaps because they are worried that the word "resign" will stimulate the nerves of the market, some listed companies use more subtle words such as "leave", "no longer perform" and "change".
Independent directors do not have to be as long as they want, and the regulatory authorities have strict regulations on their terms of office.
According to the Company Law and the Rules for Independent Directors of Listed Companies, the term of re-election of an independent director in the same listed company shall not exceed six years.
Among the above-mentioned 70 listed companies that disclosed the announcement of the resignation of independent directors, the reason for the resignation of independent directors of 35 companies such as Zhongbai Group is the expiration of their term of office. According to relevant regulations, if the number of independent directors is less than one-third of the board members , the independent director will continue to perform his duties until the new independent director is elected.
"Independent directors may lose their independence if their term of office is too long, and there are problems in fulfilling their duties." Ma Guoan, a law professor at Shanghai University of Finance and Economics, told the "Securities Daily" reporter that from the outside world, independent directors who have been re-elected for a long time are more likely to lose their jobs. Independent professional judgment on important decisions makes it difficult to effectively supervise the governance of listed companies, and it is also difficult to protect the legitimate rights and interests of small and medium investors.
Liu Chunyan, an associate professor at Tongji University Law School, believes that it is not appropriate for an independent director to hold a term that is too long or too short.
In terms of term of office, the term of office of the board of directors is 3 years. If the term of the independent director is too short, it is not conducive to grasp the operation and management of the company. If the term of office is too long, it may reduce its independence.
An independent director of a listed company revealed to the "Securities Daily" reporter that at present, independent directors are usually nominated by the company's major shareholders or secondary shareholders. If the term of office is too long, independent directors may favor relevant shareholders in major decisions for the sake of "standing in line". , the loss of identity independence will also damage the overall interests of listed companies.
It should be noted that independent directors may also be removed before their term of office expires.
In January this year, the China Securities Regulatory Commission issued the "Rules for Independent Directors of Listed Companies," stating that "before the term of office of an independent director expires, a listed company may dismiss him through legal procedures."
Independent director resigns due to personal reasons
more attention
Compared with the expiration of the term of office, the resignation of an independent director due to personal reasons is more concerned by the market. Various "abnormal" reasons may be hidden in it, and the company where he works may have hidden risks.
Judging from the situation in May, 36 independent directors of listed companies resigned due to personal reasons. Except for 8 companies that disclosed that the relevant independent directors resigned due to physical or job changes, the remaining 28 did not specify specific reasons.
Rarely, in mid-May, the three independent directors of a listed company all submitted their resignations on the same day due to personal reasons. After that, a proposal for the election of an independent director candidate nominated by the company's major shareholder was voted down at the general meeting of shareholders.
The reporter checked the announcement and found that the situation of some companies with independent directors leaving is not optimistic. Some have just been punished by supervision, some are being inquired by supervision, and some independent directors have stated that they have objections to the company's annual report.
A typical example is *ST Ruide. At the end of April, the actual controller of the company and other responsible persons were disciplined by the Shanghai Stock Exchange due to violations of letters and disclosures.
It is notable that four independent directors at the time were criticized and included in the integrity file of the listed company.
Another example is an independent director of a *ST company who issued an unreliable objection statement to the company's 2021 annual report, giving four reasons for the unreliability, which led to regulatory inquiries.
"The unfidelity statement of the independent director can be regarded as an alternative risk disclosure, which can help investors to understand the real situation of the company more clearly and make rational investment judgments." Lawyer Luo Han, a partner of Zhide Law Firm, told Securities Daily "The reporter said that the independent directors of listed companies who stand up and dare to say "no" can urge listed companies to improve the quality of information disclosure and conduct information disclosure in accordance with laws and regulations.
"The independent director's dissent can be regarded as a great progress, indicating that the independent director plays a more independent role, which is beneficial to the operation of the listed company and protects the legitimate rights and interests of investors. In addition, the resignation due to personal reasons has not expired, although it is in compliance with the law. , but the reasons also need to be highly concerned." Liu Chunyan said.
Luo Han suggested that in order to better encourage independent directors to be diligent and responsible, it is necessary to improve the incentive mechanism for independent directors, such as promoting the market-oriented reform of independent director allowances, guiding listed companies to implement compulsory independent director liability insurance, and implementing independent director equity incentive plans. Institutional guarantees and policy support in various aspects have achieved the effect of promoting independent directors to better perform their duties.
(Securities Daily)