On November 22, due to the resignation of an independent director, a major shareholder of a listed company, who was somewhat “angry”, made a public statement: to ensure that the member companies of the group will not commit any intentional financial fraud. If the intentional financial fraud occurs, it will cause investors and independent directors. In case of losses, all losses shall be borne by themselves.
This seems to be the self-certification of the innocence of the major shareholders and to comfort the independent directors. However, this raises another question: if the independent directors are at risk, do they still use the risk?
The risk of independent directors is actually punishment and reputation. After serving as an independent director in a listed company for one year, you can have an income of about 100,000 yuan. This part of the income is High or low depends mainly on the risks and labor they need to bear.
For many years, independent directors have been regarded as a good job, mainly because income and risk are disproportionate. The income is about 100,000 yuan, which is high or low. Not low. If a person participates in several meetings a year, this kind of meeting can be on-site or commissioned, with just signatures, without looking at the actual situation of the company, without too much labor, and getting to know some friends, then the reward will be very generous.
Being an independent director is also very face-to-face. It is generally believed that people who have certain social experience, a certain social status, and personal dignity are more valuable will be invited to serve as independent directors. , The name is printed in the announcement of the listed company, which is also a kind of recognition, and also has an advertising effect on shaping the personal brand.
Accordingly, independent directors should be independent of the existing management to observe whether the company has problems for outside investors and whether the company’s business decisions are in the interests of shareholders. But because the listed company pays for the money, it is the major shareholders and senior executives who make the decision, and those who invite independent directors are generally also important shareholders, and they are also in contact with these people, so it is natural to protect their interests.
In history, unless the ship of a listed company sinks, independent directors generally have no major incidents, and the probability of an incident is low and the penalty is light. Recently, due to some malicious fraudulent listed companies, the fines imposed on independent directors have risen, and some have reached 500,000 yuan. The independent director was a bolt from the blue because Kangmei Pharmaceuticals was carrying hundreds of millions of yuan in joint debt, and it also blasted the risk awareness of the entire industry.
The penalties are very clear. For example, the penalties for infringement of intellectual property rights have historically been very low. This is actually encouraging infringement in a disguised form. Once the penalty is increased, all parties will Pay attention. Huawei and ZTE attach importance to intellectual property rights, largely because they have to go overseas to deal with overseas markets, and they cannot go on without paying attention.
The penalty amount increases, and the risk of the independent director is exposed. If you want to increase the workload to prevent risks, then the income-expense ratio will change. After all, you must sign the annual report and important announcements to ensure the truth It is accurate and complete, and the announcement is made in black and white. Even professional auditors often make mistakes. Independent directors do not stay in the company for a long time each year. It is difficult to penetrate into the company. It is difficult to keep thunder and explosions. If the income cannot cover the risks, then this job will be unattractive.
Heavy fines will consolidate the responsibility of the independent director, so that the job of the independent director is no longer a favor of taking money, but if certain companies or their related stakeholders, For the purpose of protecting independent directors and other purposes, promises to help independent directors take risks once they encounter problems, then it loses the meaning of punishment. If an independent director takes money without taking risks, it will be useless. In addition, some risks are also difficult to transfer, such as an independent director being fined for life and loss of reputation for signing false reports.
As a system design, independent directors are an important part of the governance structure of listed companies in China. Such as improper performance of duties, risks also follow. This risk should not be transferred, especially to stakeholders. Whether publicly or privately, commitments or agreements similar to listed companies or major shareholders and other related parties to cover the risks of independent directors are not appropriate.