Independent director is no longer a vase; new regulations on securities fund industry highlight independence of independent director

category:Finance
 Independent director is no longer a vase; new regulations on securities fund industry highlight independence of independent director


Independent directors are not only is a common phenomenon in the capital market. The independent director system was once criticized by the market for its lack of independence. China Times reporter noted that there are special provisions in the management measures on the establishment of independent directors, focusing on the independence and objectivity of independent directors. At this point, the independent director system can be further improved, and the capital market will usher in the real sense of independent directors.

Chen Li, chief economist and director of the Research Institute of Sichuan financial securities, said in an interview with the China times that, in terms of the system of directors, supervisors and senior executives, the previous administrative examination and approval was given priority to, and the filing system was changed after the modification. At the same time, the relevant standards for appointment were adjusted and relaxed, highlighting the importance of working experience. One is to keep pace with the times, so that talents can be further recognized in multiple dimensions. On the other hand, optimization accelerates the administrative approval process.

New and high-tech plans of directors and supervisors come out

The main contents of the administrative measures include four aspects: first, to optimize the procedures and conditions for the employment of relevant personnel in the securities fund industry; second, to clarify the practice norms and restrictions, to restrict the practice behavior from multiple angles, and to strengthen the external reputation and integrity constraints; third, to strengthen the internal control responsibility of the securities fund operation institutions.

In addition, the regulatory authorities have also strengthened the supervision of employees illegal behaviors, mainly to strengthen the supervision in and after the event, and strengthen the accountability, so as to achieve no blind spot and blind spot in the supervision and accountability.

It is worth noting that, according to the administrative measures, some basic conditions for directors, supervisors and senior executives of securities companies and fund companies have been optimized. For example, the level test is no longer regarded as a necessary condition, and personnel with certain professional experience and experience are allowed to be exempted from the test; for professionals in financial technology and other fields, the work experience restrictions are moderately relaxed, and the education requirements and the system of recommenders are cancelled.

There are many bright spots in the management measures, such as adjusting the qualification examination and approval of directors, supervisors and senior personnel of securities companies to post filing in terms of optimizing the employment procedures and conditions of relevant personnel in the securities fund industry; in terms of clarifying professional norms, such as strengthening the management of conflict of interest, requiring relevant personnel not to make illegal investment and not to have conflict of interest with customers.

Lin Xiaozheng, deputy director of the institutional Department of China Securities Regulatory Commission, said in an interview with the China times that this is a special regulation for directors, supervisors, senior executives and employees, focusing on improving the efficiency of administrative supervision, strengthening industry self-discipline, and urging business institutions to strengthen internal control over personnel.

Independent directors will be independent

It is worth noting that the management measures clearly defines the basic responsibilities of directors, supervisors and senior management personnel, strengthens the responsibilities of independent directors, and strengthens the management of conflict of interest. It makes it clear that they are not allowed to operate on their own or for others the business of the same kind or conflict of interest with the company they are working for, and the independent directors are not allowed to hold any post outside the board of directors of the securities fund operation institution to be appointed, and there shall be no possible obstruction The situation of making independent and objective judgment.

According to the administrative measures, any person may serve as an independent director in at most two securities fund operation institutions.

According to the administrative measures, the independent directors of securities fund operation institutions shall independently perform their duties as directors in accordance with the law, and shall not be affected by the companys major shareholders, actual controllers and other units or individuals with an interest relationship with the company, so as to safeguard the overall interests of the company and the legitimate rights and interests of customers.

China Times reporter noted that there are special provisions in the management measures on the establishment of independent directors, focusing on the independence and objectivity of independent directors. This means that the capital market will usher in the era of independent directors in the true sense.

In addition, there are further requirements for the declaration of independent directors in the administrative provisions. If the securities fund operation institution employs independent directors, it shall require the candidate to provide a statement on independence, which shall be submitted to the relevant agency of the CSRC as filing materials.

It is worth noting that the CSRC requires that the statement of independent directors should focus on whether there are six types of situations that may hinder the independent and objective judgment of the proposed person.

Among them, they have worked in the securities fund operation organization and its related parties in the past three years; their immediate family members and major social relations personnel have held posts in the proposed securities fund operation organization and its related parties; they have an interest relationship with the senior managers, other directors, supervisors and other important personnel of the proposed securities fund operation organization and its related parties; and In addition to independent directors, other situations recognized by the CSRC according to law.

Call for updating the system of independent directors of listed companies

After the renewal of the independent director system of securities companies and funds, will the independent director system of listed companies be updated in the next step? In fact, the A share market, the appointment and appointment of independent directors has the final say. Therefore, the market calls for the optimization of the independent director system of listed companies should start from the system, take back the power of recommendation, appointment and removal from the major shareholders, and conduct unified and standardized management.

Talking about the independent director system of listed companies can be traced back to 2001. Former vice chairman of the Hong Kong Securities Regulatory Commission, Mr. Smith, served as the vice chairman of the China Securities Regulatory Commission, and pushed the introduction of the independent director system into the A-share market. Subsequently, on August 21, the guidance on the establishment of the independent director system in listed companies was issued.

It stipulates that independent directors should protect the overall interests of the company, especially the legitimate rights and interests of small and medium shareholders. However, in the past 19 years, the hot events of independent directors not only and independent directors are vases frequently occurred in a shares, which triggered market discussion and reflection.

It is worth noting that the guidance on the establishment of the independent director system in listed companies requires that in principle, any person can concurrently serve as an independent director in five listed companies at most.

According to the incomplete statistics of wind data, as of November 22, there were 12837 independent directors in the A-share market, and 25 of them served as independent directors in more than five (including) companies.

Among them, Liu Wei served as an independent director in 12 companies, with the largest number. At present, his company is Chongqing Three Gorges a (000565. SZ), enlightenment Guhan (000590. SZ), WanLiYang (002434. SZ), golden ham (002515. SZ), Xiangxin Technology (002965. SZ), Juhua Technology (300360. SZ), Wanlong Optoelectronics (300710. SZ), St Changyu (600275. SH), Fuling electric power (600452. SH), St Hongsheng (600817. SH), Rutong shares (603036. SH), Zhengchuan Shares (603976. SH).

The reporter noted that according to the data of the 2019 annual report, Liu Weis annual salary as a sole director of 12 listed companies was 639500 yuan.

Li Hao, Secretary of the board of directors of Changhang Fenghuang, suggested in an interview with the China times that the requirement for independent directors with no more than five posts in principle be reduced to three mandatory ones, so as to ensure the diligence and independence of independent directors.

Editor: Yan Hui chief editor: Xia Shencha