Since the reform of the independent director system was launched more than a year ago, the results are continuing to show. The reporter combed the announcements of listed companies and found that since this year, about 30 listed companies have announced that they have received letters of supervision from independent directors. From the content of the letter of supervision and urge, the independent directors' sense of due diligence has been constantly strengthened, and from the interests of listed companies and small and medium-sized investors, they have actively played their independence and professionalism, and actively voiced their views on the issues that investors pay great attention to. Industry experts said that the performance of independent directors has improved significantly this year, which is the result of institutional strengthening, regulatory implementation and concept optimization. It is of great significance for the development of the capital market, helps to improve the governance level and transparency of listed companies, protects the interests of investors, especially small and medium-sized investors, and promotes the stability and healthy development of the capital market.
About 30 companies received the urging letter from the independent director during the year
On May 17, ST Zhongzhu disclosed that on the same day, the company received the Letter of Urgency on Promoting the Non operational Fund Occupation and Related Matters of the Original Controlling Shareholder (hereinafter referred to as the "Letter of Urgency") jointly submitted by the independent directors Zhang Baozhu, Zeng Yibin and Chen Lang of the company, requesting the company's management to actively supervise the original controlling shareholder Zhuhai Zhongzhu Group Co., Ltd. (hereinafter referred to as the "Zhongzhu Group") Do a good job in actively resolving the non operational cash holding risks and related matters.
Three independent directors said that in order to properly solve the problem of ST Zhongzhu's capital occupation, the company's management was requested to actively urge the former controlling shareholder of the company, Zhongzhu Group, The following work should be done to actively resolve the risk of non operational cash holdings and related matters: First, the company's management should be urged to urge China Pearl Group to increase its fund-raising efforts and come up with practical solutions to solve non operational cash holdings. Second, the management of the company should closely follow up the repayment plan of funds held by China Pearl Group. Third, the management of the company should further strengthen the standardized management of internal control, strictly control the use and allocation of non operating funds, strengthen the management of related party transactions, accurately identify related parties, strictly abide by laws, administrative regulations and the relevant provisions and requirements of the regulatory authorities on related party transactions, prohibit improper or illegal related party transactions, and prevent the occupation of new non operating funds.
On the previous May 16, * ST Tiancheng, ST Changkang and Jinli Huadian announced that they had received the letter of supervision from independent directors. The independent directors of the company put forward suggestions on urging the rectification of the current internal control problems, non operational occupation and illegal guarantee problems of the three companies, non operational fund occupation and illegal guarantee matters of related parties, as well as the situation of being ordered to correct and issued a warning letter by Shanxi Regulatory Bureau.
In fact, it has become a unique "landscape" in the recent capital market for independent directors to send letters of supervision to listed companies. The reporter of Economic Information Daily found that the sense of due diligence of independent directors of listed companies is constantly increasing through sorting out the announcements of listed companies through Flush. So far this year, about 30 companies have issued relevant announcements that they have received letters of supervision or urging from independent directors.
"In the past, the independent directors were often criticized as' not only do not understand ', and there were' vase directors'. However, the performance of the independent directors has improved significantly this year. The independent directors are more diligent and responsible, and their independence of performance has been improved. They actively participate in the governance of listed companies through letters of supervision and other forms, and pay attention to key issues such as capital occupation, authenticity of annual reports, and so on." Tian Lihui, Dean of the Financial Development Research Institute of Nankai University, told reporters.
Perform duties and responsibilities and focus on internal control risks
From the content of the letter of supervision, independent directors, from the interests of listed companies and small and medium-sized investors, actively play their independence and professionalism, focus on the internal control risks of listed companies, and actively voice their opinions on supervision and rectification against the problems of financial internal control, disclosure of annual report information, occupation of non operating funds, illegal guarantees and many other issues highly concerned by investors.
For example, on May 9, Tianli Lithium Energy disclosed that the company had received a letter of supervision from the independent director and the audit committee of the company, pointing out that the company's internal control had defects, including four aspects: whether the company's holding subsidiary Qianchuan Power's 25 million yuan loan to Taitou Industry had formed the problem of non holding joint-stock companies occupying the funds of listed companies; The futures investment conducted by the Company from 2023 to 2024 violates the relevant management regulations and internal governance regulations of listed companies, and has not been approved and authorized by the Board of Directors; For external investment, due diligence content is lacking, investment procedures do not comply with the relevant provisions of the company's financial management and investment management, and there are loopholes in contract management and fund payment; In 2023, shareholders of the Company may be suspected of using advances to occupy the Company's funds. For the above matters, the independent directors and the audit committee of the company urge the company to make rectification.
ST Tongpu announced on May 16 that, in view of the fact that the company's illegal guarantee has not been completely resolved and there is still uncertainty, the three independent directors of the company requested the company to actively remove the above illegal guarantee in two aspects: first, the company and relevant parties were requested to come up with a practical solution to remove the illegal guarantee and eliminate the negative impact on listed companies, Effectively safeguard the interests of all shareholders of listed companies, especially minority shareholders. Second, the management of the company should further strengthen the standardized management of internal control, strictly control the provision of external guarantees in violation of the prescribed decision-making procedures, strictly comply with the relevant requirements of laws, administrative regulations and regulators on external guarantees, and prevent new illegal guarantees.
Independent directors actively perform their duties and actively participate in the governance of listed companies. On the whole, the opinions of independent directors are also highly valued by listed companies. For example, because it is difficult to determine whether the subsidiary's tax matters disclosed by Qingyue Technology in its 2023 annual report are true, complete and accurate, Geng Jianxin, the independent director of the company, abstained from voting on the proposals and related proposals of the company's 2023 annual report and summary at the company's board meeting held on April 23, The Board of Directors of the Company is required to hire a third-party intermediary to independently review the tax matters of the Company. Subsequently, Qingyue Technology hired a special third-party intermediary to conduct a special review of the tax matters of the wholly-owned subsidiary, which proved that the independent director Geng Jianxin has no objection to the tax matters of the subsidiary.
The reform of the independent director system continues to show results
The independent director system of listed companies is an important part of the modern enterprise system with Chinese characteristics, an important part of the basic system of the capital market, and an important part of the governance structure of listed companies. In recent years, the reform of the independent director system in China has been constantly promoted. In April 2023, the General Office of the State Council issued the Opinions on the Reform of the Independent Director System of Listed Companies, marking that China's independent director system ushered in a major reform. In September 2023, the Administrative Measures for Independent Directors of Listed Companies (hereinafter referred to as the "New Rules for Independent Directors") was officially released and implemented. On April 12, 2024, the State Council issued the latest Several Opinions on Strengthening Supervision and Risk Prevention to Promote the High Quality Development of the Capital Market, which clearly requires that "the independent directors' supervisory role should be effectively played, and the performance guarantee constraints should be strengthened."
Industry insiders generally believe that the new changes in the performance of independent directors are the result of multiple factors, which is also of great significance to the development of the capital market.
Yang Delong, chief economist of Qianhai Kaiyuan Fund, believes that the number of independent director supervision functions has increased significantly this year compared with previous years, which is mainly due to the reform of the independent director system. With the implementation of the new regulations on independent directors, independent directors are no longer "vases" of listed companies. As a member of the board of directors, they should shoulder certain supervision responsibilities for listed companies. They need to actively promote the standardized operation of listed companies and protect the legitimate rights and interests of investors. Therefore, independent directors can better perform their duties to promote the long-term healthy development of the capital market Improving the governance structure of listed companies is undoubtedly of great significance to the development of the capital market.
"The new change in the performance of duties of independent directors is the result of strengthening the system, strengthening supervision and optimizing the concept". Tian Lihui said that this is of great significance to the development of the capital market, helping to improve the governance level and transparency of listed companies, protecting the interests of investors, especially small and medium-sized investors, and promoting the stable and healthy development of the capital market. In addition, the independent directors can find and correct the problems of listed companies in a timely manner by performing their duties in the form of a letter of supervision, help the company avoid legal risks and regulatory penalties, and promote the long-term healthy development of the company.
