The ability of independent directors to perform their duties continues to be strengthened, and the results of institutional reform are becoming increasingly apparent.
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Independent directors of listed companies are taking action to continue to strengthen their ability to perform their duties and continuously improve their supervision effectiveness. On the evening of March 26, Weichuang Co., Ltd. announced that it had received the “Letter of Supervision on Promoting the Rectification of Violations of Weichuang Group Co., Ltd. and Doing a Good Job in the 2023 Annual Report and Other Related Matters” submitted by independent directors (referred to as the “Letter of Supervision”) ).
According to the urging letter, the three independent directors of Weichuang require the company to strictly follow the company law and the company’s articles of association and send all materials that need to be reviewed by independent directors to each independent director within the specified time to ensure that independent directors have enough time to complete the work. Annual report review and verification procedures ensure the smooth convening of the company’s board of directors meeting.
Regarding the matters currently being filed against Weichuang and other illegal external investments and illegal large-amount fund payments by other companies, three independent directors reiterated that if the company’s 1.33 billion yuan of funds that were unauthorizedly occupied by Liu Jun, the actual controller of Xiling Energy, would not be Return it to the company in a timely manner. The relevant audit report for 2023 may be issued a disclaimer of opinion and a negative opinion from the internal control audit by the annual audit accountant.
“Our three independent directors are likely to be unable to guarantee that the contents of the 2023 annual report are true, accurate and complete, and that there are no false records, misleading statements or major omissions.” The independent directors stated that the chairman of Weichuang Co., Ltd. and the company’s management Management should pay attention to the above risks, continue to urge Liu Jun, the actual controller of Xiling Energy, to return all the occupied funds of the company as soon as possible in accordance with the law and regulations, promptly recover other occupied funds, eliminate the negative impact on the listed company, and effectively protect all shareholders, especially interests of small and medium shareholders. At the same time, the three independent directors also pointed out that Weichuang shares need to quickly promote the rectification of matters under investigation, strengthen internal control and standard management, strictly control the use and allocation of non-operating funds, and stop all new external investments.
The reporter noticed that after Weichuang Co., Ltd. disclosed the above announcement, the Shenzhen Stock Exchange quickly issued a letter of concern to it, requiring the company and all directors, supervisors, and senior managers to take effective measures to recover funds, rectify internal control deficiencies, and prepare regular reports. , auditing and disclosure work, fully reminding risks, and protecting investors’ right to know.
Previously, on March 21, *ST Mosaic also announced that it had received a letter of supervision from an independent director. *ST Mosaic stated that the company’s fifth independent directors recently had communication and discussions with the company’s actual controller Zhao Xiaoqiang, all directors of the board of directors, company management and annual audit accountants, went to the company for on-site research and communicated with the person in charge, and proactively performed Responsibilities of independent directors, and submitted the “Letter of Supervision on Timely and Effective Elimination of Other Risk Warning Related Matters Implemented by Mosaic Cultural Creative Co., Ltd. in 2022” to the company’s board of directors. Among them, the company’s independent directors urged the company’s management to recover all occupied funds in a timely manner in accordance with laws and regulations, effectively promote the implementation of other risk warning-related matters for the company’s stocks, eliminate the adverse effects on the listed company, and effectively protect all shareholders, especially small and medium-sized shareholders. Interests.
ST has also recently received a “Letter Requesting to Engage a Third-Party Intermediary to Review Relevant Financial Matters” submitted by an independent director to the company’s board of directors. The company stated that after receiving the opinions of the independent directors, the company’s management attached great importance to it and is currently arranging and implementing related matters for hiring a third-party intermediary agency. According to the announcement, ST’s three independent directors requested the company to hire a third-party intermediary agency to conduct a special audit of the company. The special audit included: After the company’s “First Draft of Error Correction Report” was released, the compliance of the accounting affected by the correction of errors in previous years , check the accuracy; check whether the company’s 2023 sales revenue recognition meets the requirements of accounting standards and the company’s sales management system.
The independent director system of listed companies is an important part of the modern enterprise system with Chinese characteristics and an important part of the basic system of the capital market. Independent directors play an active role in improving corporate governance structures, promoting standardized operations, and protecting the legitimate rights and interests of small and medium-sized investors. On April 14 last year, the General Office of the State Council issued the “Opinions on the Reform of the Independent Director System of Listed Companies”, marking the official launch of this round of independent director system reform. From September 4 of the same year, the “Measures for the Management of Independent Directors of Listed Companies” issued by the China Securities Regulatory Commission were officially implemented.
More than half a year after the new regulations were implemented, Zhang Liguo, deputy chairman of the Independent Directors Professional Committee of the China Association of Listed Companies, previously said that he felt that the responsibilities of independent directors to participate in decision-making, supervision and balance, and professional focus have become clearer. In more detail, independent directors are gradually changing their roles from omnipotent directors to supervisors, consultants, and decision-makers. Tian Lihui, vice president of Guangxi University and director of Nankai University’s Institute of Financial Development, said that independent directors should also maintain independent thinking and judgment when performing their duties. Independent directors need to actively participate in the decision-making process of the board of directors, conduct in-depth analysis and evaluation of major matters, and issue independent opinions and suggestions. At the same time, it is also necessary to actively supervise the behavior of the company’s management to ensure its compliance and legality, and to safeguard the interests of the company and shareholders.
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