Times of an ancient name for China (Chinatimes.net.cn) report of Beijing of Chen Feng of reporter Ma Xiaochao
An abdication decides to pull those who give a deep-set scandal alone direct.
"(because) the group that I feel to Kelinduhui establishs him. " middleaged female of conversation, of a pair of model inferior descendants face, english is fluent however be like mother tongue: Right now she is explaining to media, why be " serve " after president of two United States, the choice resigned 1993 American commodity futures trades committee (next weighing " CFTC " ) the chairman's position.
Lukewarm Di Gelamu in those days this decision, looking in many people is a her gross error, the duty field career that gives her remained cannot the stain of erasure: Resign after Chairman CFTC, case pulls Mu of the same age to enter the United States with independent director identity peacefully company board of directors, 2001 peacefully exposure of the financial behavior that make a holiday, cause investor to wait for ten to become independent peacefully to Gelamu the condemn of trustee and lawsuit.
At this late hour, vicki introduces a page about hers in 100 divisions first paragraphs, still taking a such words: Gelamuyin is in peacefully the part in scandal and notorious.
On July 17, 2019, liu Yun of lawyer of Beijing negotiable securities (alias) obtained a piece of division that hands in place to issue to achieve board alone direct " certificate " , this is to served as its to finish division achieve board the proof that course of independent director video learns.
"Before must having first that appears on the market company alone direct certificate, ability signs up this division is achieved board. " Liu Yun to " times of an ancient name for China " the reporter expresses, "The photograph before mixing is compared, the side key of this study and assessment is to be in appear on the market the company superintends policy respect.
Independent director one duty go up oneself since the century is born at the United States, the company that is placed to hope to become justice all the time is outside superintendency force, our country also built independent director system formally 2001. But review domestic abroad, alone incident of Dong Lvzhi controversy often has happen, in division achieve board the instantly that market of open China capital superintends new era, new development understands alone the backside reason of Dong Lvzhi limitation, be helpful for better system construction.
Why to establish alone direct?
"Vase " alone direct, it is news analyst of independent finance and economics Guo Shiliang comments on a few vocabularies that think of first most when case of Dong Lvzhi controversy alone. "More resembling is a vase, without sufficient play diligence fulfils his duty, independent character principle. " Guo Shiliang to " times of an ancient name for China " the reporter expresses.
"Appropriative vase " be not naturally is alone direct notional introducer people original purpose. A few scholars of domestic think, the United States can be become alone direct the birthplace of the system, with its special social idea is concerned.
Moustache of scholar of university of Nanjing finance and economics builds scholar of university of male, Nanjing to abundant Qian Qian thinks, investigate its reason, because,be the west greatly believe in person all guilty, human nature this evil concept, think the person always resists hard the outside is alluring, because of this have the aid of is exterior force, must rely on exterior law, system to wait for instance " heteronomy " means, come the behavior of normative person oneself.
Below such social concept, 1934, the name is " trustee is not sensible " (Directors Who Do Not Direct) the article causes wide attention after the United States is published. Author Douglas criticized the almost complete nonfeasance of the board of directors in the article, it is one of causes that cause the enterprise scandal that 229 time send 20 centuries of American high.
The board of directors is shareholder vote comes out to make originally judge the company runs a group, but the action that protects shareholder interest without play however in the company that produces scandal. Douglas advanced the idea of the trustee that a kind of independence exists at running a group accordingly, it is the earliest a batch of people that advance this idea.
After this, the United States invested the preexistence of legislative attempt rate of independent director post 1940 company method (Investment Company Act Of 1940) in reflect. Due and certain proportion is independent personage in the directorate member that this act set investment firm hold the position of. But the setting concept of post of this one independent director not by use extensively instantly.
1976, american negotiable securities trades committee requirement button hands in a modification enterprise to hang out one's shingle condition, the requirement appears on the market the National Audit Office that company board of directors must include to be comprised by independent director, button handed in place to carry out this requirement formally 1977, indicative independent director institution is in of the US stock preliminary build.
The fame of trustee of after this independence entered a relatively stable phase in American society.
"Relevant data shows, in leaf of 20 centuries second half, the United States appears on the market the proportion that trustee becomes independent in the company rises by 20% violent wind to 75% , the biggest the part fixed position that changes shareholder value makes independent director got heat is held in both hands, the system standard related independent director is rigidder and rigidder also at the same time. " Hu Jianxiong, Yan Qianqian says.
Alone the false Zhang below Dong Yan skin
The one billion four hundred and ten million and sixty-five thousand four hundred and eight incident that make a holiday astonish Kang Dexin this year capital market, genesis company alone direct right annals raised 10 big doubt 2018: The case that large stockholder capital takes up; The authenticity of go back of company big sale and accuracy; The appropriate sex of the authenticity of monetary fund, accuracy and exposure; Other blame in liquid assets of following money trade essence; Of receivable Zhang money can reclaim the gender reachs bad Zhang the accuracy that preparative plan carries; Goods in stock cheapens the accuracy that preparative plan carries; Can produce the accuracy with period metric end for selling golden financing; Business praise the accuracy that reduces a cost; The influence of major uncertainty; Any other business.
Breathe out in raise one's arm later, alone Dong Chendong referred abdication to report.
18 years ago, alone direct the system enters China. Be in this year likewise, "Peacefully incident " erupt.
2001 the United States peacefully company finance affairs builds a holiday to come to the light, the company administers structural issue to cause controversy again. Among them the dot that height of a public opinion that be mixed by investor pays close attention to is, peacefully the 17 directorates member of the company, outside dividing chairman of board of directors and presiding apparitor, 15 trustee all are the others independent director.
It is after all peacefully company management group invents false craft excellent, or do 15 independent director open an eye to close a key point? In those days peacefully 7 committee members of National Audit Office of company board of directors, robert Jay of dean of business school of college of the Stanford before including Dick professor, before secretary-general of American Olympic committee, before American commodity futures trades minister of the energy before former chairman of company of committee chairman, current electric equipment holds ex-president of university of state of presiding apparitor, heart, England concurrently.
The eye that American public opinion ever talked with plot is right independent director and run a group peacefully " the interest ticks off add " behavior undertook scanning, discovered multinomial doubt is like the behavior of dishonourable, the company that includes place of a few independent director and peacefully the company has a product to sell a contract, the blame gain orgnaization that a few trustee hold a post was obtained peacefully the contribution of the company is waited a moment.
"Alone direct the core of the system depends on independent character, must ensure independent director and appear on the market the company concerns without any interests. Otherwise, independent director also does not have the necessity of existence, can cancel. " distinguished economist Song Qinghui to " times of an ancient name for China " the reporter expresses.
The mark that our country introduces independent director system formally is, on August 16, 2001, card inspect can be released " appear on the market about be in the directive opinion that the company builds independent director system " (next weighing " directive opinion " ) .
Coach the opinion points out, independent director is to point to do not hold the position of the other job outside removing director in the company, be sufferred with its those who hire appear on the market the company reachs his main shareholder is nonexistent the trustee of the relation that the likelihood hampers its undertake becoming independent be judginged objectively; Directive opinion asks to appear on the market public figure of an accounting major includes at least in the independent director of company appoint to a position, and before June 30, 2002, 2 independent director ought to include at least in directorate member, before June 30, 2003, 1/3 independent director ought to include at least in directorate member.
Song Qinghui thinks, the necessity that independent director exists consists tripartite area, it is alone Dong Ke improves a company to administer structure and operation efficiency with be being helped greatly; 2 be alone Dong Neng reachs independent judgement with its major knowledge, help company management layer raise decision-making level, be helpful for appearing on the market of the company specialization run and expand capacity continuously; 3 be alone direct establishing is to make judge a sword of high power of interest of shareholder of harm of company management layer.
From the practice that comes more than 10 years the circumstance looks, independent director institution is perfect to promoting appear on the market the company administers a structure, raise a standard to run a level, protective investor especially in small investor went to positive effect since legitimate rights and interests.
Nevertheless, "Of our country alone direct the system still has very big improvement space. " Song Qinghui to " times of an ancient name for China " the reporter expresses.
Alone Dong Quan benefit and compulsory reciprocity
"I am the independent director that nominal holds the position of intelligent ball science and technology only, the name of only and independent director, do not have the fact of independent director, did not get firewood reward, did not go to work in intelligent ball science and technology, did not participate in the company managemant decision, management to intelligent ball science and technology circumstance and run detail and flow to not be familiar with.
Talking is Liu Ruguang, the independent director of ST intelligent ball, time was October 2018, the place is Beijing court of the first intermediate people. 2017, xian Yan is ST during intelligent ball fact charges a person, appear on the market the baleful antagonism that the company produced resounding capital market superintends incident -- " Xian Yan 1001 second reading " marvellous spectacle. As alone direct Liu Ruguang also can be punished together by card inspect, 10 years the market is banned. If Liu is smooth before long late have administrative suit.
Similar alone direct hang duty not to walk on duty incident, cause in capital market thoughtful: Alone direct is play due action whether is itself existing the limitation on the system?
For instance, independent director is to make judge appear on the market company large stockholder, in safeguarding small shareholder interest and of existence, but it is to accuse a partner pilot to appear on the market however the company comes " hair salary " , this itself has potential mechanism contradiction.
For this, inspect of card of conference Ceng Xiang can send National People's Congress of 13 whole nations " appear on the market about perfecting the proposal of institution of company independent director " (next weighing " proposal " ) . Suggest to put forward, can take the lead by Chinese card inspect create independent director foundation, basically use at paying other of respond with a poem of independent director firewood relevant fee, financing source includes to appear on the market at least the fund that the company presses year of pay and appear on the market company and the amerce that its manage a layer to be met punish by card inspect, bureau of each card inspect combines area to develop to make plan of fulfil of independent director firewood actually, extend by independent director foundation firewood proposes a toast.
So how to distribute means to fall in existing firewood fulfil, let alone direct the interest of small shareholder in more consideration? Sea of Liu Jun of director of institute of commercial law of Chinese people university to " times of an ancient name for China " the reporter expresses, the proposal is changed alone Dong Linxuan means, if be large stockholder,recommend alone Dong Houxuan's person, make small shareholder voting choose, small shareholder recommends, make large stockholder voting choose.
Will distribute drive besides who outside, current alone inadequacy of mechanism of Dong Ji encourage also is considered as a blemish. The viewpoint thinks, alone the pay that Dong Huo gets, and the professional knowledge that place carry out duty requires and the risk that its assume do not match, this is gone against alone Dong Lvzhi.
Liu Jun sea expresses, besides appear on the market individually the company distributes alone Dong Jin sticks the level that can reach many yuan 20 to reach many yuan 40, major alone the allowance that Dong Huo gets is paid with theirs and assumed risk does not match.
"Because be opposite alone direct incentive mechanism is insufficient, and alone direct do not stay in the office, this was brought about on certain level alone direct manage the information asymmetry between the layer with the company. " Liu Jun sea says.
Song Qinghui to " times of an ancient name for China " the reporter expresses, improve alone direct system, its core still depends on wanting to let alone direct the right and compulsory reciprocity, build just society gradually sincere letter filing system.
The conference issues National People's Congress of 13 whole nations card watch the proposal of the meeting also puts forward, should build independent director put in storage and assessment system, to cannot or do not walk on duty seriously, seasonable Qing Dynasty exits a library; Should build independent director regular report system, perfect system of independent director rewards and punishment.
