11 Penalty Tickets For A-Share Sole Directors: Gatekeepers Calling For Injustice

A shares have a set of "routines" to explore risks, such as "companies with independent directors leaving may have risks"

For example, with the risk exposure of lucky coffee, its two independent directors resigned quickly after only half a month in office.

On the other hand, it seems to be an embarrassing existence that the independent director system of nearly 20 years has been implemented and the independent director of listed companies has been ridiculed as "vase independent director" and "independent director is not alone".

The reporter of 21st century economic report tracked and found that in recent days, independent directors of many listed companies have left their posts, involving dongfang.com, shungli and medi technology.

Behind many resignation announcements, there are wonderful and unusual capital stories, undercurrent surging.

According to the independent tracking data of the 21st Century Capital Research Institute, since this year (as of August 13), the CSRC has directly named some independent directors in 11 punishment letters, which "failed to perform the duty of diligence and responsibility, and bear important responsibility for the company's violations", and considered that their role as gatekeepers was missing.

For example, Guo yongqingshen, an independent director of boten, argued that "as the convener of the audit committee of the company, the internal audit department of the company is required to pay attention to the risks of related party transactions and non operating capital occupation through e-mail and SMS; when deliberating the third quarter report proposal of the company in 2018, the company was required to pay attention to the compliance operation; and After knowing the illegal acts of the company, urge the company to improve its internal governance and strengthen the audit of fund occupation, requesting exemption from punishment.

The story is different, the performance ecology is changing, but the gatekeeper responsibility is still the bottom line that can not be touched.

11 single director tickets

"Listed companies don't let you know too much information, that is, documents are sent to you for signature and seal. Sometimes you can go to a meeting, sometimes you have to go, and sometimes you don't have to go." On August 14, a person who did not want to be named and once served as an independent director of a listed company told the 21st century economic news reporter.

In this ecological environment, some listed companies exposed internal control, independent directors often become a focus of public opinion.

According to the data collected by the 21st Century Capital Research Institute, before the 11 Written punishments, the statement that the independent directors "ensure that they have enough time and energy to perform their duties diligently and responsibly, and make independent judgments, and are not affected by the company's major shareholders, actual controllers or other units or individuals with an interest in the company" seems a little pale.

The company's 429 board of directors and shareholders were absent from the board of directors for two years.

St modern (002656. SZ) has experienced frequent management changes.

In April this year, Guangdong securities regulatory bureau pointed out that "since March 2019, a total of 10 directors and senior managers of St modern have resigned successively, including the chairman, general manager, 3 independent directors and 2 chief financial officers. Moreover, the personnel of the company's financial department and operating department have changed greatly, which has a great impact on the normal operation of the company."

On October 9, 2019, Liu Yunguo, Liang Hongliu and Guo Baochun, three independent directors of St modern, all resigned.

Behind the resignation of independent directors, St modern has many problems, such as the failure to timely perform the approval procedures and disclosure obligations for the guarantee of related parties, the non operating cash occupation of the company by Ruifeng group, the controlling shareholder of modern Avenue, and the non-compliance of related revenue recognition.

Even more common.

*The four independent directors of St Yida (600610. SH), including Huang Haohui, Yi Yi, Zheng Ming and Cheng Xiaolan, experienced the "Oolong" farce that they could not get in touch with the company.

The above-mentioned independent directors talk about the embarrassment of their roles. "Independent directors are originally outsiders employed by listed companies. They do not participate in the operation and management of listed companies every day. Some of them also serve as independent directors of many companies. How can they have a deep understanding only through some written materials? We can only make some suggestions on the surface.

According to the announcement of the company's failure to contact any director of the company, Mr. Cheng Yida and Mr. Cheng Xiaohui said on April 20 that they could not get in touch with the company's board of directors. Since then, the relevant announcements of ZhongYiDa have been issued in the name of independent directors, until March 14, 2019, ZhongYiDa completes the reorganization of the board of directors.

Any independent director who recalls in the announcement has a lot of helplessness in his words.

"At 9:00 a.m. on January 10, 2019, I received a telephone call from the company's regulatory department of the Shanghai Stock Exchange, informing the Shanghai stock exchange that it was unable to contact the company and asked the independent directors to inform the company of the relevant situation and resume contact with the Shanghai stock exchange no later than 13:00. At the request of Shanghai Stock Exchange, I contacted the company with my old contact telephone number, but the phone was not answered. I contacted Huang Xinhao, the former contact person of the company through wechat. Huang Xinhao told me that he did not know or understand the company's situation because he had resigned. In addition, the company's office address had been relocated to Urumqi City, Xinjiang, and the new chairman never contacted me As a result, I could not get in touch with the company, and no one in the company took the initiative to contact me. ".

Independent directors who complain of injustice

"If you have been disagreeing with the board's motion, you may not be nominated as an independent director at the end of the term."

An independent director talked about the crux of the contradiction.

On August 14, Zhu Shaoping, who once served as the independent director of several listed companies such as * ST Lianhua (600617. SH), Fuling Zha CAI (002507. SZ), and other listed companies, Zhu Shaoping pointed out that "according to the law, independent directors represent the interests of the public and small and medium-sized shareholders. To some extent, they are a force restricted by the board of directors with major shareholders, and their purpose is to promote the listing In particular, small and medium-sized companies should protect their interests better

However, the process of performing their duties is very different. Among the 11 tickets, there are independent directors shouting "wronged".

Guo Yongqing, an independent director of boten, is one of them.

According to the public data, Guo Yongqing is a professor of Shanghai National Accounting Institute, doctor of accounting, and a Chinese certified public accountant (non practicing). In addition to acting as the sole director of boten, he is also an independent director of three A-share companies, namely, sunshine city (000671. SZ), venture environmental protection (600874. SH) and Japan broadcast fashion (603196. SH).

At the end of May, Guo Yongqing just announced his resignation as an independent director of Huangshan Tourism (600054).

On May 14, this year, boten received a letter of punishment from Chongqing Securities Regulatory Bureau: during the period from April 18 to June 30, 2018, poten stock provided 223 million yuan of capital to the actual controller, and the semi annual report did not disclose as required

However, the board of directors of boten, including independent director Guo Yongqing, signed a statement in the semi annual report and the third quarter report in 2018 to ensure that the full text of the report is true, accurate and complete without any false records, misleading statements or major omissions.

In this regard, independent director Guo Yongqing pleaded, "as the convener of the company's audit committee, he asked the internal audit department of the company to pay attention to the risk of related party transactions and non operating capital occupation through e-mail and SMS; when deliberating the third quarter report of the company, the company was required to pay attention to the compliance operation; after knowing the illegal behavior of the company, he urged the company to improve its internal governance and strengthen the fund occupation In the end, Chongqing Securities Regulatory Bureau adopted its defense opinion, holding that it "actively took remedial measures after knowing the company's capital occupation, and performed the duties of an independent director on the 2018 semi annual report of poten."

However, the independent directors of other listed companies involved in the case are not so lucky.

The independent directors of Ningbo Dongli (002164. SZ), St bus (002188. SZ) and * ST Renzhi (002629. SZ) were fined 30000 yuan and given a warning.

In 2016, Ningbo Dongli, which acquired the rich supply chain through major asset restructuring, encountered fraud such as the fictitious overseas business of the acquisition target, which increased the profit by 430 million yuan.

On July 14, the CSRC pointed out to Ningbo Dongli's advance notice on administrative punishment and market ban that "as a member of the audit committee, Chen Yihong, an independent director of Ningbo Dongli, failed to perform his duty of diligence and due diligence within the scope of his duties, and failed to guarantee the authenticity, accuracy and completeness of Ningbo Dongli's 2017 annual report and the first quarter report of 2018, which is an illegal act of Ningbo Dongli in information disclosure Chen Yihong was given a warning and fined 30000 yuan. "

At the same time, it is worth mentioning that Mr. Chen is an independent director.

Gatekeeper's bottom line

Whether it is the market or the regulation, it is more accurate to outline the boundary of independent directors' accusation.

"In reality, independent directors may not be fully aware of some of the company's situations," Zhu Shaoping pointed out, "if the company intends to avoid independent directors, or the company tries to attract independent directors for the sake of interests, the corresponding supervision of the enterprise is not enough.".

But these are not recognized as excuses to evade responsibility.

From the case of Hu Fengbin v. securities regulatory administrative penalty and administrative reconsideration, the judicial authorities support the position that signature should be responsible.

According to the administrative judgment of the Beijing Higher People's court, "the legal liability for the illegal information disclosure of the company and the punishment for the relevant responsible personnel are attached, which is attached to the legal liability for the illegal act of the company's information disclosure. To identify the illegal act of information disclosure of a company, it is necessary to take the subjective intention of the company as an important element, and to determine the legal liability of the accompanying responsible personnel, it is not necessary for the relevant responsible personnel to have subjective intent and objective active participation. Except for the fact that the disclosure of information is not only important to the subjective responsibility of the party concerned, but also plays an important role in the process of disclosure

In April this year, Zhejiang Securities Regulatory Bureau named Chen Xinyong, Chen Yinhua and Jin Hongfei, the independent directors of St bus. They were warned and fined 30000 yuan respectively, because the information disclosed in St bus's first quarter report, semi annual report and third quarter report in 2017 had false records.

"Then independent director Cao xiaolun, then independent director Feng Fang, then independent director Wang Xiao Sign on Renzhi's 2017 annual report to ensure that the contents are true, accurate and complete. There is no evidence to show that they have been diligent and responsible. They are other persons directly responsible for the false record of illegal acts in the 2017 annual report. "On August 13, Zhejiang securities regulatory bureau also wrote in advance notice of administrative punishment and market ban of * ST Renzhi (002629. SZ).

In response, Zhejiang securities regulatory bureau gave warning to Wang Xiao and other three people and fined 30000 yuan.

In addition, the independent directors of Guolian aquatic products (300094. SZ), Gaole shares (002348. SZ), * ST Huangtai (000995. SZ), and * ST Qinshang (002638. SZ) were all named by supervision on the grounds that "they failed to perform the duty of diligence and due diligence as required."

On August 11, the China Association of listed companies issued the guidelines for independent directors to promote the internal control of listed companies.

This guideline specifies that independent directors should focus on 11 key links of internal control of listed companies, such as related party transactions, external guarantee, major investment, financing activities, use of fund-raising, merger and reorganization, profit distribution, information disclosure, etc. Meanwhile, independent directors have the right to urge listed companies to continuously strengthen internal control management, discover deficiencies in time and improve them.

"Some independent directors are punished. It's unjust to stand on his point of view. However, if we stand from the perspective of supervision, from the perspective of investors, and if every director fails to play its due role, it will be sooner or later and inevitable for the company to be hollowed out," one close to the regulator commented.

In Zhu Shaoping's view, "the new securities law has been fully implemented since March 1, this year. In terms of strengthening the requirements of information disclosure and clarifying the responsibilities of directors, supervisors and senior executives, the new securities law will guide the directors, supervisors and senior executives of listed companies to participate in the information disclosure work more widely, and further enhance the supervision power of senior executives of listed companies."