Song Qinghui'S Interpretation Of "Sovereignty" Of Independent Directors

The China Securities Regulatory Commission has been somewhat annoyed lately, and the independent directors of the Vanke avoided the vote, which made the important position of the independent director heated by the capital market. Public opinion will also stimulate the SFC to speed up the revision and improvement of the relevant system of the independent directors.

For most investors, independent directors, independent organizations, and low status of independent directors seem to be a dispensable post but must be set up by regulators.

In order to change the current situation of independent directors in our country, it is necessary to improve the standard of independence of independent directors and make more strict systems by the regulatory bodies. Secondly, we must improve the selection system of independent directors, make the election of independent directors more open, fair, just and pparent. In addition, we need to introduce performance incentive mechanism, and give independent directors certain remuneration to the independent directors to stimulate the enthusiasm of independent directors.

It will not be long before the SFC and its relevant departments will increase the management of independent directors of listed companies, which will make the capital market healthier.

In fact, the establishment of independent directors is mainly aimed at preventing the controlling shareholders and management from controlling the company internally, preventing the overall interests of the company from being damaged, and protecting the legitimate rights and interests of the minority shareholders.

As the name suggests, independent directors must be independent. For example, in the decisions of companies and resolutions of board of directors, the decisions of independent directors are not affected and restricted by controlling shareholders, companies and other small shareholders, making decisions that they think are reasonable and conform to the company's development plan.

More importantly, independence also refers to the fact that there is no internal connection between independent directors and listed companies. Directors can not be friends and relatives of controlling shareholders. When they make decisions, they can not consider worldly affairs, and strictly speaking, they can not relate to the company's interests.

The evasion of Zhang Liping, an independent director of Vanke, involves related party pactions.

For the outsiders, Zhang Liping and the United States Blackstone Group are not directly related to Huarun and Shenzhen railway. However, he chose to evade certain reasons.

Whether Zhang Liping is professional or not is not clear to our spectators, but as an independent director, he must be professional.

Independent directors must have a certain degree of professionalism, clear the industry development situation of listed companies, understand the operation of the company, be able to independently interpret and give mature opinions in the face of major decisions in accordance with their professional knowledge and experience. They are responsible for the development of the company and responsible for all shareholders of the company.

But under the current circumstances, most of the listed companies and most of the independent directors are not seriously addressing the function of the independent director.

Most of the independent directors of listed companies are currently set up for the regulatory authorities of the SFC and so on. Their independent directors often hold several positions and are versatile. Besides the board of directors and shareholders' meetings, they may not be able to see them at any other time.

Therefore, these independent directors do not know much about listed companies. They often meet the opinions of the board of directors and major shareholders and publish valuable opinions.

In recent years,

The resignation of independent directors will occur periodically.

Most of them are in Colleges and universities, and some professors will also be independent directors of many listed companies.

In November 2015, the Ministry of Education issued the notice of the general office of the Ministry of education on carrying out the special inspection of Party and government leading cadres in the part-time job of enterprises. Many colleges and universities conducted a thorough investigation of the teaching and administrative staff's extracurricular work, which accelerated the rhythm of professors resigning from independent directors.

In fact, professors in Colleges and universities do not necessarily know how to manage and manage. They are likely to lack professional knowledge, professional knowledge of capital operation and professional knowledge of finance, which do not necessarily play a positive role in the development of listed companies.

In order to make independent directors perform their independent directors' functions better, they not only want independent directors to do their duty conscientiously, but also require the listed companies to treat them seriously.

In accordance with the regulations, the emergence of independent directors is first required by the company.

More than 1% of the nomination of shareholders, the nominee should fully understand the nominee's occupation, academic qualifications, professional title, detailed work experience, all part-time jobs, etc., and express his views on the qualifications and independence of his independent director; the nominee should make a public statement on the relationship between his person and the listed company without any independent and objective judgement, and agree to become an independent director.

Thereafter, the nominee's information needs to be submitted to relevant institutions such as the China Securities Regulatory Commission. The CSRC will examine the qualifications and independence of the independent directors and decide by the shareholders' meeting of the company.

This seemingly rigorous process, whether there is water in the middle, whether there is correlation, we have no guesswork to qualify.

Independent directors are not high quality intermediary resources. Some listed companies will invite highly prestigious scholars to get the government's attention and envy of other enterprises. Some listed companies will deal with the hard demand in this respect by finding some low price independent directors. Some of the listed companies will also hire some good independent directors with high salaries to make good decisions for major shareholders and boards when they make some important decisions.

Many people want to become independent directors in order to get more sources of income, and they will try their best to become independent directors of many listed companies. The purpose is not to serve the company and the vast majority of shareholders, but simply to make money.