Vase seconds into gas canister? The 5 independent directors in the Kangmei case were hit by a shock wave of 100 million yuan, and the independent directors of 19 A-share companies resigned within a week

21st Century Business Herald reporter Zhu Yiyi reported from Hangzhou

Once upon a time, the independent directors who claimed to be "more money and less things" were spat upon by the market as vases. But now, that sought-after position is being transformed into a gas canister with potential explosions at any time.

"Independent directors of informal companies are risky, and they must take them seriously", on November 19, a director of an A-share company saw that five independent directors of Kangmei Pharmaceutical (600518.SH) were sentenced to bear joint and several liability for compensation of hundreds of millions of yuan, and could not help but sigh.

It is worth mentioning that the joint and several liability ratio of the five independent directors is 5% or 10% respectively, and the corresponding amount is as high as 123 million yuan and 246 million yuan respectively, far exceeding the salary he received for his position in Kangmei Pharmaceutical (of which the highest paid independent director is Li Ding'an, with an annual salary of 168,000 yuan), no wonder market participants bluntly said: After the Kangmei case, the risk of serving as the independent director of the A-share company is too great.

Intriguingly, since the judgment of Kangmei Pharmaceutical on November 12, in just one week from November 12 to November 19, There have been 300207. SZ), ST Huading (601113.SH), Guangtian Group (002482. SZ), Zhongma Transmission (603767. SH), Daheng Technology (600288. SH), Liaoning Chengda (600739. SH), Mu Linsen (002745.SZ), True Vision (002771. SZ), Fuchun Environmental Protection (002479. SZ) and nearly 20 other independent directors of A-share listed companies have resigned one after another, and the "wave of departures" of A-share independent directors has struck, behind which is the controversy about the position of independent directors entering a high-risk era.

According to the incomplete statistics of the 21st Century Business Herald reporter, since November 12, 19 listed companies have disclosed the announcement of the resignation of independent directors, most of which are resigned for "personal reasons" and some are "due to expiration of office or change of position".

As the latest announcement on November 19, the new development of the science and technology (600234. SH) said that it recently received a written resignation report from independent director Kevin Chung, who applied to resign as an independent director of the company, the chairman of the nomination committee of the board of directors, a member of the strategic development committee of the board of directors, and a member of the remuneration and appraisal committee of the board of directors due to his personal work. After his resignation, Kevin Chung no longer held any position in the company.

Mu Linsen said that Tang Guoqing applied to resign as an independent director of the company due to job changes, and at the same time resigned from the corresponding positions of the special committee of the fourth board of directors, and Tang Guoqing will serve as the executive general manager of the company after resignation.

In contrast, Zhangzhou Development (000753. SZ) announcement is special.

The resignation of the two independent directors of the Company, Lin Zhiyang and Huang Jianxiong, was due to the fact that in accordance with the Guiding Opinions on the Establishment of an Independent Director System in Listed Companies on the "Re-election Period of Independent Directors shall not exceed six years" and the relevant provisions of the Company's Independent Director System, Lin Zhiyang and Huang Jianxiong, two independent directors, have served as independent directors of the Company for six consecutive years from November 17, 2015 to November 16, 2021, so they resigned from the corresponding positions.

According to other statistics, the number of independent directors resigning in 2021 has now reached a new high in recent years, reaching 697. From 2018 to 2020, the number of independent directors resigning each year was 503, 497 and 679, respectively. On a monthly basis, there was a spike in the resignation of independent directors in May and June this year, with 136 and 84 independent directors resigning in that month.

Public information shows that China's independent director system was established in 2001 and has a history of 20 years.

At that time, the CSRC promulgated the Guiding Opinions on the Establishment of an Independent Director System in Listed Companies, requiring all listed companies to establish independent directors. The Opinions emphasize that independent directors have the obligation of good faith and diligence to listed companies and all shareholders, especially to pay attention to the legitimate rights and interests of minority shareholders, and also put forward the requirements that independent directors perform their duties independently, in principle, up to 5 listed companies concurrently serve as independent directors, and at least 1/3 of the board members of listed companies should include at least 1/3 of the independent directors, including at least one accounting professional.

However, from the current situation, the independent director system is facing an embarrassing situation, and some secondary market participants have commented on this, "Obligations and powers do not correspond, strength and responsibility are not commensurate, no one is invited, and vases are popular, which is an embarrassing situation that the independent directors system is currently facing."

According to the judgment of Kangmei Pharmaceutical, among the five independent directors of Kangmei Pharmaceutical at the time, Jiang Zhenping, Li Ding'an and Zhang Hong were sentenced to bear joint and several liability for 10% of the investor's losses for signing the 2016 annual report, 2017 annual report and 2018 semi-annual report of Kangmei Pharmaceutical, corresponding to a corresponding amount of 246 million yuan; Guo Chonghui and Zhang Ping were part-time independent directors, and the two only signed in the 2018 semi-annual report and were judged to bear joint and several liability for compensation within the range of 5% of the investor's losses. The corresponding amount is 123 million yuan.

In addition, in the administrative penalties imposed by the CSRC two years ago, Jiang Zhenping and Li Ding'an were fined 200,000 yuan each, Zhang Hong, Guo Chonghui and Zhang Ping were fined 150,000 yuan each, and at that time, the five independent directors were fined a total of 850,000 yuan.

From the perspective of professional experience, among the 5 independent directors, except for Jiang Zhenping, the remaining 4 are university professors, and serving as independent directors can be described as "part-time".

In 2020, the highest paid of the five independent directors was Li Ding'an, with an annual salary of 168,000 yuan, while the average annual salary of the five was only about 100,000 yuan.

Take Jiang Zhenping, who is not a university professor, as an example, who is a Certified Public Accountant in China, and has successively served as the deputy chief accountant of Shantou Zhongrui Certified Public Accountants Co., Ltd., and the director of Puning Accounting Firm in Guangdong Province. From June 2015 to May this year, he served as an independent director of Kangmei Pharmaceutical.

According to the annual report, Jiang Zhenping's remuneration as an independent director of Kangmei Pharmaceutical from 2006 to 2020 was 28,000 yuan, 45,200 yuan, 72,000 yuan, 75,400 yuan, 37,000 yuan, 36,800 yuan, 73,900 yuan, 73,900 yuan, 100,800 yuan, 120,100 yuan and 120,000 yuan, respectively. On average, the annual remuneration is only 71,000 yuan, but the joint and several liability required is 246 million yuan, which is more than two hundred times higher than its income.

Among the remaining four independent directors, Li Ding'an served as a professor at the School of Business Administration of South China University of Technology from January 2007 to 2015; Zhang Hong, currently an associate professor at the School of Management of Southwest University of Political Science and Law; Guo Chonghui, currently a professor, doctoral supervisor and director of the Institute of Systems Engineering at the School of Economics and Management of Dalian University of Technology; and Zhang Ping, an associate professor at the School of Business Administration of South China University of Technology.

Taking Zhang Ping as an example, from 2018 to 2020, Zhang Ping's pre-tax remuneration from Kangmei Pharmaceutical was 70,000 yuan, 120,100 yuan and 50,900 yuan respectively, a total of 240,000 yuan in 3 years, with an average annual income of 80,000 yuan, but in the Kangmei case, the court ruled that it needed to bear about 123 million yuan of joint and several liability.

Some lawyers pointed out that "the amount of administrative penalties has increased significantly, the representative litigation system has gradually matured, and the sentence for criminal violations has been increased, to a certain extent, announcing the advent of the era of strong responsibility of A shares." ”

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