Eco-Survey of independent directors in China: being suspected of not being cheap doesn't know

This is a thousands of-person elite group, but hovering in the "nascent" dilemma in the last three years, tens of thousands of board votes, alone Dong voted against 47 times in China for more than 10 years, alone Dong-a system carrying the mission of perfecting the corporate governance structure, as if a gorgeous robe, lice crawling on it. After nearly 2 months in the Shanghai News reporter, the focus of interviews with nearly 40 directors and more than 10 experts and scholars, China's independent director of the ecological environment suddenly presented: This is an elite group of thousands of people, but still seems to linger in the "nascent" dilemma. "Not cheap", "not diligent", "not only", "do not understand" and other titles have been around for a decade, lingering. In the course of the investigation, the reporter got such a convincing data: in 2011-2013 A-share listed company board of directors tens of thousands of votes, the single director of the total number of votes 47 times (excluding 4 objections before abstaining), abstained from the number of votes 94 times. Dingyuan, a professor of accounting at Ceibs International Business School, said that in the disregard of corporate decision-making, "negative vote" is the label of independence and the right of speech. In fact, since the 2001 "Guidance on the establishment of independent Director system in listed companies," the beginning of the release, investors, public opinion, academia and other parties to the effectiveness of the system of criticism, and even questioned: is the platform of interest delivery? or corporate image display? In the face of questioning, the lone directors habitually chose collective aphasia, behind which was profound helplessness. "How could you not have your own professional opinion?" "In the nearly 40 independent directors interviewed by reporters, more than half of them responded so excitedly," we also want to be realistic, but the constraints from all sides of the market, the lack of institutional refinement, social human considerations and so on, the taste of outsiders is difficult to understand. "Outraged is not no, such as the Director of the Institute of Enterprise of Fudan University Zhang Hui Ming, in his more than 10-year experience in the exclusive Dong, twice because of questioning the large shareholder's irregular behavior and angrily resigned." But in the real world, there are many people who are unwilling to be complicit, but animosities are less willing to die; there are a lot of people who vote with their feet and fewer people who are willing to vote with their hands and vote against them. In terms of system, the Chairman and Gao Tailai of the listed companies are nominated by the directors of the company, which lacks the basis of neutrality. In the day-to-day management, its responsibility does not match, the company's day-to-day operation of the right to know are not guaranteed, not to mention the management of the right. Want to defend, want to break free, want to act as, many alone dong is experiencing unspeakable soul suffering and professional predicament. What on earth should the lone dong do? What is the right position to do? Alone Dongyou function, but why not function big? Is it the external environment or the cause of it? Is it the periodic feature of the reform of the securities market or the result of the fetters of the stubborn forces in the traditional culture? What is the root of the problem and what is the main aspect of the contradiction? Abolish what, where to change? The reporter concentrates on interviewing scholar officials, who have been working experience and research achievements for many years, and approved the reform of the solo-dong system from four aspects--improving the nomination system and safeguarding the independence of the lone dongTo define the boundaries of duty, to determine the right to independence, to raise the level of remuneration, to perfect the rewards and punishments mechanism, to set up self-discipline association and to build a pool of independent talents. The power of change has crept from the outside. Last October, Department issued "on the further Standardization of party and government leading cadres in the enterprise part-time (employment) of the views", the listed companies set off a single dong turnover, surging so far, "the most expensive" alone Dongbar [micro Bo] resignation is to the climax. It is time to change the system at the system design level. China's independent Ecological Survey in the Shanghai News reporter lasted nearly 2 months, after concentrating on interviewing nearly 40 independent directors and more than 10 experts and scholars, the ecological environment of China independence director appeared: This is an elite group of thousands of people, but it still seems to linger in the dilemma of "birth". "Not cheap", "not diligent", "not only", "do not understand" and other titles have been around for a decade, lingering. However, in the public opinion swirl of the lone dong but have their own helplessness. "How could you not have your own professional opinion?" "In the nearly 40 independent directors interviewed by reporters, more than half of them responded so excitedly," we also want to be realistic, but the constraints from all sides of the market, the lack of institutional refinement, social human considerations and so on, the taste of outsiders is difficult to understand. "The power of change has crept in. Last October, Department issued "on the further Standardization of party and government cadres in the enterprise part-time (employment) issues", listed companies set off a single dong turnover, surging so far, "the most expensive" alone Dong Bashusong's resignation is to the climax. At the beginning of July this year, department in charge of the issue of "a reporter asked", the disclosure of "separation" data and progress, it is evident that the degree of attention. ⊙ reporter Guo Chenglin Wang Liwen Chito 0 Edit Chujiang frequently replaced, cross-office, the Board of directors in the past 3 years tens of thousands of votes only 47 objections (excluding 4 objections after the abstention), 94 abstentions-the Board of directors of A shares listed companies alone, depicting the pride and glory behind a stand only vote in favour of, Lack of personality but also enjoy a high salary voting machine. Dong-tung-a system that carries the mission of perfecting corporate governance, is like a louse crawling on a gorgeous robe. Since 2001, "on the establishment of independent director of the public company guidance" issued the beginning of the issue, investors, public opinion, academia and other parties to the effectiveness of the system of criticism and even query, endless: is the platform of interest delivery? or corporate image display? In the face of "a stick to kill" type of questioning, the lone dong habitually chose the collective aphasia, submerged independent personality, away from the public attention. Want to defend, want to break free, want to act as, alone dong experience unspeakable soul suffering and professional predicament. Abolish what, where to change? The reporter concentrates on interviewing fellow scholar officials, who have been working experience and research achievements for many years alone, there are four ways to recognize the reform of the independence of the independent directors--to improve the nomination system, to guarantee the independence of the independent directors, to define the boundaries of the duty, to determine the right of independence, to improve the remuneration level, to perfect the rewards and punishments mechanism, to set up self-discipline Association"Four not" alone? Not cheap, not diligent, not only, do not understand, this is hanging on the top of China's head of the sharpest four to question the "razor", the investigation of the ecology of the lone Dong also started to look at a few sets of data. According to the Shanghai report data, in 2013, a total of 6,497 independent directors in the listed companies to receive remuneration, the total remuneration of about 425 million yuan, the average remuneration is about 65,400 yuan. The reporter found that in the top 50 of the single director's remuneration, 27 in the bank, accounting for more than half. Among them, the highest pay is the Minsheng Bank alone Dongbar Pine, the annual salary as high as 1.005 million yuan, the second is the Minsheng Bank alone Dong Zhenghai, annual salary of 950,000 yuan, Shanghai home Dong Changqi is ranked third, annual salary of 921,000 yuan. Comparing the actual working hours and working effect of solo dong, this is the enviable remuneration figure. According to the Shanghai data statistics, from 2011-2013 A-share listed company board of directors tens of thousands of votes, the single director of the total number of votes 47 times (excluding 4 objections after the abstention), the number of abstention votes 94 times. Specifically, the northern wilderness alone Dongjiuxianping cast a number of abstentions or negative votes, Netac technology alone Dong Jong Strong is also cast a waiver or a more negative. "Sometimes I do not go to the company for half a year, voting is also commissioned to vote, never look at the data, which is normal, but also the company most want to see AH." "The lone director of a private listed company in the south scoffed at the reporter's question. Who are the sole directors? From his personal resume, the reporter statistics found that scholars from the university accounted for nearly 40% of the single dong, with professional background of accountants and lawyers accounted for 20%. In particular, people with backgrounds in government or related associations also account for 20% of the population. Are officials and retired officials suitable to be independent directors and to receive high salaries? Back in 2004, especially after the launch of the Gem, in 2009, the number of listed companies a blowout, in accordance with each listed company on average 3 independent directors (some companies have 5 single dong) calculation, the current a-share company to provide more than 8,000 of the single dong posts, involving at least 3000 people, This provides a great opportunity for many retired officials to "get re-employment". It is commonplace for state-owned enterprises to employ former officials as sole directors. For example, the listed company in Ningbo, Zhejiang, Youngor, the previous 5 directors were all retired officials. Ningbo, a listed company insiders told reporters, for private enterprises, officials alone, the reason for the large-scale "superior", one is to thank them for their company during the period of care; second, hope to use their contacts and expended, in the future continue to support the company's business. Alone Dong is also aware of this, for some predecessors, to the company to participate in the board, the basic is free vacation and contact feelings, they need to do, only in the relevant documents to sign a name. The "resignation" tidal wave of 18th of the power in the 2014-year rapid appearance, and in January, March and May gradually reached climax. According to reporter statistics, since October 19 last year, the Shanghai and Shenzhen cities have nearly 300 independent directors resigned for many years of the officialThe golden years of the lone dong are showing signs of a sudden halt. October 19, 2013, Department issued "on the further Standardization of party and government cadres in the enterprise part-time (employment) of the views of" (commonly known as "18th", hereinafter referred to as "opinion"), required to be limited to party and government cadres in the company's illegal part-time (job) clean-up. At the beginning of July this year, department relevant responsible person in charge of the above policy issue "answer reporter asks", the disclosure "opinion" issued, the whole nation clears the party and government leading cadres in the enterprise part-time more than 40,700 people, among them 229 people of provincial and ministerial level cadres, many is alone dong. The power of the opinion was rapidly emerging in the year 2014 and culminated in January, March and May. According to reporter statistics, since October 19 last year, the Shanghai and Shenzhen cities have nearly 300 directors resigned. The latest example is, July 23, Minsheng Bank issued a notice that the bank board of directors on July 22 received the resignation of independent director Bashusong report. Prior to May 27, there is a letter of the state pharmaceutical, your rope shares, Shandong Iron and Steel, Tiancheng holdings, such as the listed company's 7 directors resigned, one of the most concerned is a a-share market capitalisation ranked first Chinese oil. China Petroleum has 3 independent directors have been ministerial or deputy ministerial cadres, including the former National Petroleum and Chemical Industry Bureau Director Li Yongwu, the former State administration of taxation [micro-BO] Deputy director Tri Junhui and the original China Securities Regulatory Commission [Weibo] Chairman Liu Hongru. May 2014, China Petroleum Board of Directors Transition, all 3 ministerial-level directors left office. June also appeared one day five companies alone Dong announced resignation: Days Kang Biology issued a notice, said received the company independent director Yi Yongjian submitted a written resignation report, Yi Yongjian for personal reasons, apply for resignation the company independent director position. In addition, China's happy alone Dong Xiabin, Shen Hua holding the sole Dong Wanlijan, long net environmental protection of the lone Dong Shen Weitao, Jutine Sheng, as well as Kyrgyzstan as the media of the lone Dong Liu resigned on the same day. Inquires about the resignation notice, in addition to the Dragon net environmental Protection said because two independent directors have been resigned for six years, some listed companies alone Dong said because of the 18th text, and a few listed companies euphemism is "solo dong personal reasons." Document 18th is an unprecedented "harsh", not only the officials alone, in the single director of a large proportion of the university and Industry association leaders, but also from the position of the sole dong to resign. such as the Ministry of Education, Beijing University, Tsinghua and other directly under the university's leadership should not be part-time in the enterprise, some trade associations also refer to the implementation of the Principal (Dean) alone Dong, chairman of the director of a large number of resignations. "In addition to the resignation of the official directors, a number of sensitive independent directors chose to return quietly in the boardroom transition." Therefore, it is far more than the above figures to really leave the post of the sole executive. "A provincial listed company association responsible person to the reporter said." "Can officials go to business when they retire?" "In the view of Dingyuan, a professor of accounting at Ceibs, the issue is not unique to China, where officials from all over the world retire to corporate positions, but it is not as controversial as in China that foreign officials are in business after leaving office." Dingyuan that the company hires retired officials as independent directors roughlyThere are three possibilities: First, the retired officials themselves have skills, is an expert, or in the industry with professional capabilities, so that the use of waste heat to provide advice to enterprises, this is understandable; Secondly, enterprises to use retired officials alone in the remaining political and business relations for its benefit, this aspect of private enterprise's enthusiasm is high, it is inevitable to enter the gray zone; Within the state-owned enterprise system, certificate former senior officials have placed a pension position for them, which could involve corruption. Statistics show that the financial sector, oil and gas mining industry and the transport sector officials alone a higher proportion. Dingyuan analysis, the more heavy government supervision, more affected by the policy, the higher the state-owned industry, the phenomenon of officials alone dong more obvious. On the contrary, the more fully competitive, even out of the government regulation, the development of the industry entirely determined by market behaviour, the less incentive to appoint officials alone. "Even if there is a small number of officials in these industries, it may be based on the first possibility." "A typical example is that Dingyuan and a scholar (who once served in the government's important departments) are currently working alone in the company of the Hong Xing Mei Kai Dragon, the IPO firm." According to Dingyuan, the Red Star of the United States Kai Lung is in the home industry is a full market competition in the industry, the company hired the scholar, mainly based on its financial and economic development in China's grasp. Every time the board, the company will ask the scholar from the perspective of economic experts on the company's business development to make a macro grasp and suggestions. "I can fully feel that he never said a phone call to solve the problem between the company and the government department." In fact, the company's industry does not really need such a practice. Dingyuan said, it is the government's power is too large, the economic intervention is too strong, only to create the current "Chinese-style officials alone dong" phenomenon. Dingyuan that the country really want to cure is not retired officials as the sole director, but: first, retired officials through to the enterprise to do exclusive dong to the interests of enterprises to transport; second, enterprises through the hiring of officials alone to make the right options, for retired officials alone to create benefits. "Dilemma" officials alone gradually ' leave the field ', purify this group, and motivate Up-and to truly play the role conferred by the system on the value of this position. Regulators told reporters. But even without an official echelon, the independent group wants to play the real role, get rid of "not only not understand" the question, still has a very long way to walk 2014 years early, has the explosive material person to expose the Tibet tourism four individual directors three people seriously lacks the independence, violates the related stipulation. The Yumei that the independent director is the chairman of the listed company's shareholding company, independent director Xu Xun is the chairman of the Tibet Tourism Board Ouyang subordinate, independent director He Siming to serve in the company's largest shareholder. After the resignation of the three-person, the company issued an apology announcement on the issue of independent directors. "The corporate governance mechanism of some listed companies is still not sound, and one of the outstanding problems is that independent directors are not independent and outside directors have a lack of understanding of the company," said Liao Jiasheng, deputy director of the State Council's SASAC [micro-blog] Financial supervision and Assessment Bureau. The professional qualities of some independent directors also existProblems, leading to some corporate board decision-making mistakes, or the decision-making process is not standardized. "Dong Yang, an associate professor of economic law at Northwestern University of Political Science and political science, said to Choze," if he wants to achieve independence, he must realize its value first and be recognized in the board of directors. " Some of the chairmen have suggested that I do not want to give independence some rights, but the contribution and participation of the directors are uneven. Some of them are actively attending the meeting, so we respect them, but some of them simply won't even come to the party. "In fact, the lone dong is silent, and once something goes wrong, the risk is enormous." Mei Yan auspicious alone Dong Tangchun revealed, a colleague as a listed company alone, in the report appeared a virtual increase in turnover, profit, by the SFC sanctions. "He fined less, 150,000, high penalty of 600,000, I hope we can heed the lesson." "In Tang Chunbao's view, once the issue of principle, alone dong can not agree with, and even complicity, especially in the related transactions, mergers and acquisitions, asset disposal, security leasing, and so on, if there is damage to the interests of small and medium-sized shareholders, to firmly issue objections, or to take out legal weapons." "To do this, the Director should understand the situation before making a decision, find out the problem, encounter the situation, should be good at communication, including with the company supervisor Gao, accounting firm communication, dare to speak the stakes, but also to unite other independent directors, supervisors, executives, to be independent without isolation. "Tang Chunbao said," Alone dong to protect their own, not because of the temporary feelings to put themselves in, the tube or to tube, and the relevant minutes and other information should be kept well. "As a number of listed companies in Harbin Wang Fu Laixi wins," said as a sole director, we should promote the company to be reasonable and lawful, not because too much emphasis on the norms, and excessive exercise of power, thus restricting the development of the company, not because of excessive attention to the interests of small and medium-sized shareholders, and the company's development to set obstacles, Increase the internal friction of the company's operations. In the real world, there are a lot of people who are unwilling to be complicit, but abhorrence are less willing to die, with more people voting with their feet, and fewer people who are willing to vote by hand and vote against it. In terms of system, the Chairman and Gao Tailai of the listed companies are nominated by the directors of the company, which lacks the basis of neutrality. In the day-to-day management, its responsibility does not match, the company's day-to-day operation of the right to know are not guaranteed, not to mention the management of the right. The disadvantage of "transplant" can the independent directors of a-share listed company really be independent? Although very willing to follow their hearts, do not want to rely on the board of authority figures, but the compromise seems to be the only option for many alone. But on the other hand, there are also a number of dedicated independent directors, many of the single dong because of adhering to the "independence" and the board to contend with, and even be dismissed from the latest case of the job in *st new Xindu. July 4, *st Xindu disclosed the "independent director of the company's actual control and the former chairman of the company to damage the interests of the internal investigation and protection of the situation statement." According to publicly disclosed information, the XinduHotel three Liu Shujin, Chen Youchun, Guo Wenjie, April 24 this year, aware of the company's violations of security incidents, unanimously to the company's 2013 annual report abstained. Since then, three independent directors have set up a working group on internal investigation and Rights protection, which is based on the independence of the Director, proposing: to limit the influence of the actual controllers and major shareholders on the listed companies in time, in order to avoid the recurrence of their use of control status to damage the interests of the company and the However, in the July 3 afternoon of the company's board of directors, the three-member of the bill, including "The dismissal of the relevant directors elected by major shareholders", "amend the company's constitution" and other key bills, were opposed by a number of directors and aborted. But three single directors have not given up and have continued to solicit votes from small and medium shareholders in the statement. How did the "Xindu" Alone Dong Be "tempered"? Objective calm analysis: On the one hand, the Xindu hotel's irregularities have been investigated by the regulatory level, the company's major shareholder Zichu, alone or difficult to be independent, or no longer be "affected by others." On the other hand, the board of Directors of the company is not a single one, except for the three directors of major shareholders and two directors nominated by other shareholders. From this, the core is back to the system design. In the real sense of the independence of the system in the country has been 13 years of history, but there are no amendments, changes. More than 10 years after the establishment of the Shanghai and Shenzhen Stock Exchange, August 16, 2001, the CSRC promulgated the "Guidance on establishing an independent director system in listed companies", making it clear that the listed companies should establish the independence of the system, and put forward a timetable for the establishment of a single dong. In accordance with the requirements of the directive, the Board shall include at least 1/3 of the directors, including at least one accounting professional (senior or CPA qualification). 2006, the revised "Company Law" 123th stipulates that the listed companies to set up exclusive dong, the specific measures by the State Council. At this point, the independence of the system has been supported by national legislation. The independent Dong-tung system is the natural result of the evolution of modern corporate governance, while China's solo-dong system has a strong "transplant" color. Under the highly dispersed ownership structure, Dong-tung plays the role of supervising the "insider" of the company and protecting the interests of the minority shareholders. However, China's listed companies have not achieved a high degree of diversification and decentralization of equity, so "capital majority" is still a principle of China's company law. In particular, a large number of state-owned companies, major shareholders in the company has an absolute right to speak, unlike the United States, most of the listed companies are highly fragmented shareholding, sometimes accounted for 10% of the stock is already a major shareholder. Therefore, in the ownership structure, China's sole dong is dependent on, resulting in the corporate governance process, it is difficult to really participate in decision-making, but also inevitably marginalized, the function of the independent Director of the advisory or interpersonal relationship. It is urgent to change the business scale, governance level, development stage, industry attribute and other factors of the listed companies, such as the corporate governance stage goal, the focus point, the implementation hand is also different, the sole dong orientation naturally has the distinct characteristic because of the enterprise system design needs to revise, has become the consensus. However, the promotion of the 2014Liu Junhai, director of the Business Law Institute of Renmin University of China, revised by the company law, told reporters that there was still no change in the "independent director" system in the latest Amendment bill this year. What should be done to the lone tung? What is the right position to do? There is no stylized, accurate answer. The fact is obvious: the listed company's business scale, governance level, development stage, industry attributes and other factors vary widely, corporate governance stage goals, focus points, the implementation of the hand is also different, the sole director of the positioning of the natural characteristics of the enterprise system should be clear. At the same time, the independence of the law, reputation and other risks undercurrent, often troubled them. As one of the important subjects of corporate governance, how to guide the "as" from the aspect of system design, improve the environment of the sole dong, and promote its role. Reporters interviewed the relevant scholars, officials, brought together four proposals for reform: first of all, from the improvement of the nomination system, in order to safeguard the independence of independent directors. "Nomination methods should be diversified, in addition to the nomination of major shareholders, can be a certain percentage of small and medium-sized shareholders to form a nomination committee, specifically responsible for the nomination of the sole director, and the securities regulatory departments should have a certain number of independent advice or the right to designate, this is not a possible way to try "A provincial listed company association responsible person to the reporter said." Secondly, the responsibility, rights and benefits of the sole director should be properly positioned. First, during the term of the sole director's tenure, the board shall not be free to lift its duties except for statutory matters, and it may be implemented only after the shareholders of the majority shareholder vote and obtain the approval of the regulatory body. Second, the sole responsibility standard should have binding documents, make its duty rule-based, rationally determine the standard of audit duty of the sole director, and establish the responsibility mechanism which is consistent with the responsibilities. Third, improve the pay level, improve the independence of the rewards and punishments mechanism, the compulsory implementation of sole director of liability insurance. At present, the subsidy for the sole director is relatively low and the risk is greatly enhanced, which can be determined by reference to the average remuneration of the internal directors of the company. At the same time, listed companies should be forced to purchase liability insurance for the sole director, exemption from the worries of the sole dong. Finally, the establishment of self-discipline association to build a pool of independent talent. Can be set up under the association of listed companies alone Dong Autonomous Association, each of the listed companies to become members of the association, Alone Dong Association to strengthen the industry self-discipline, improve the prestige and social status of independence, reasonable protection of the rights of the sole dong. On this basis, the establishment of a unique talent pool, listed companies can be the selection of independent directors to ensure independence of the director.