独立董事制度
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可靠股份案:独董“选边”是罢免理由吗
经济观察报· 2026-03-24 13:08
Core Viewpoint - The article discusses the rare case of a company dismissing an independent director, highlighting the implications for corporate governance and the responsibilities of independent directors in China [1][2]. Group 1: Case Background - On February 24, 2026, Hangzhou Reliable Care Products Co., Ltd. announced the dismissal of independent director Jing Naiquan, citing loss of independence and failure to fulfill duties [2]. - The board's decision to dismiss Jing was made on February 12, but the announcement was delayed, indicating possible internal conflicts [2]. - The company plans to hold a shareholder meeting on March 12 to vote on the dismissal, as independent directors can only be removed by shareholders, not the board [2]. Group 2: Reasons for Dismissal - The dismissal was primarily due to Jing's involvement in a salary dispute concerning non-independent director Bao Jia, which allegedly disregarded the interests of the company and minority shareholders [4]. - The company criticized Jing for aligning with Bao's interests, which contradicted the company's compensation plan that prohibits non-independent directors from receiving certain payments [4][10]. Group 3: Corporate Governance Implications - The article raises questions about the role of independent directors and their ability to maintain objectivity when conflicts arise between major shareholders [10][13]. - It emphasizes that while directors should prioritize the company's overall interests, they can express differing opinions on specific matters, which is a normal part of board discussions [11][15]. - The article suggests that independent directors should not align with specific individuals but can take positions on issues, highlighting the importance of maintaining independence in judgment [13][14]. Group 4: Recent Developments - On March 1, 2026, Reliable announced the cancellation of the shareholder meeting originally scheduled for March 12, indicating a potential resolution of the conflict [22]. - The company's stock price has seen a significant decline since the announcement of the dismissal, reflecting market concerns about the governance issues at play [22].
长达20余页公告“激辩”,可靠股份解除景乃权独董职务、董事长前妻投票反对
Sou Hu Cai Jing· 2026-02-25 06:51
Core Viewpoint - The announcement from Hangzhou Reliable Nursing Products Co., Ltd. regarding the removal of independent director Jing Naiquan highlights issues of independence and professional conduct within the board, leading to a significant governance dispute [2][3][6]. Group 1: Announcement Details - The board proposed to remove independent director Jing Naiquan due to loss of independence and failure to fulfill duties, which was approved with 5 votes in favor and 2 against [3][6]. - Following the removal, the number of board members will decrease from 7 to 6, maintaining compliance with legal requirements regarding board composition [3]. Group 2: Dispute Background - The conflict originated from a meeting on December 23, 2025, where the salary of director Bao Jia for 2024 was discussed, with a proposed pre-tax salary of 2.43 million yuan [7]. - The company argued that Bao Jia's high salary was unreasonable given her absence from work in 2025, suggesting a salary adjustment [7]. Group 3: Conduct and Governance Issues - Jing Naiquan suggested continuing to pay Bao Jia through a "director allowance," referencing a case involving Wang Shi, which the company deemed inconsistent with its compensation policies [8]. - The company accused Jing Naiquan of showing bias during the meeting, failing to review materials beforehand, leaving the meeting early, and refusing to sign meeting records, which constituted a lack of diligence [8]. Group 4: Reactions and Counterarguments - Bao Jia defended Jing Naiquan's independence, claiming that the removal was retaliation from the controlling shareholder, Chairman Jin Liwei, for his principled stance [10]. - Jing Naiquan described the reasons for his removal as absurd and a serious challenge to the independent director system, asserting that he had consistently adhered to principles during salary discussions [11].
可靠股份罢免独董引争议,景乃权独家回应:保留进一步采取法律动作的权利
Xin Lang Cai Jing· 2026-02-25 04:41
Core Viewpoint - The board of Reliable Co. has decided to remove independent director Jing Naiquan due to alleged loss of independence and failure to fulfill duties, which has sparked a public dispute regarding corporate governance and the independence of directors [1][4]. Group 1: Reasons for Removal - Reliable Co. claims that Jing Naiquan lost his independence and did not fulfill his responsibilities, specifically accusing him of favoritism towards director Bao Jia and inappropriate behavior towards two secretaries [1][4]. - The company highlighted that the decision to remove Jing was based on his disregard for the interests of the company and minority shareholders, particularly in relation to the salary dispute involving Bao Jia [5]. Group 2: Response from Jing Naiquan - Jing Naiquan refuted the company's claims, stating that the reasons for his removal are absurd and illegal, asserting that the decision is a challenge to the independent director system in China [1][4]. - He emphasized that the effectiveness of independent directors is crucial and criticized the lack of a proper removal system that protects minority shareholders, suggesting that the current system allows major shareholders to control the board easily [5]. Group 3: Context of Internal Conflict - The internal conflict within Reliable Co. has escalated since the divorce of Bao Jia and the controlling shareholder Jin Liwei, leading to public disagreements and Bao Jia's increasing opposition to various company proposals [1][4]. - Jing Naiquan pointed out that the removal of directors like himself and potentially Bao Jia reflects a systemic issue in private companies where independent directors struggle to maintain their independence [5].
一上市公司突然宣布:独立董事被“开除”
Sou Hu Cai Jing· 2026-02-25 03:42
Core Viewpoint - The announcement by Reliable Co., Ltd. regarding the dismissal of independent director Jing Naiquan has sparked significant market attention, highlighting internal conflicts and governance issues within the company [1][2]. Group 1: Dismissal of Independent Director - Reliable Co., Ltd. announced the dismissal of independent director Jing Naiquan, citing a loss of independence and improper conduct, with a board vote of 5 in favor and 2 against [1]. - The dissenting votes came from the company's second-largest shareholder, Bao Jia, and Jing Naiquan himself, indicating a personal conflict of interest [1]. - The company accused Jing Naiquan of various misconducts, including leaving meetings early and making inappropriate statements, which were deemed detrimental to the company's interests [1]. Group 2: Response from Jing Naiquan - Jing Naiquan responded to his dismissal, labeling the reasons as "absurd, superficial, and illegal," and claimed it was a retaliation for his principled stance against the controlling shareholder [2]. - He emphasized his commitment to the interests of the company and minority shareholders, asserting that he had consistently acted in compliance with corporate governance standards [2]. - Jing Naiquan suggested that the company should fully disclose the context of his dismissal and hinted at potential legal actions from investors [2]. Group 3: Company Ownership and Financials - Reliable Co., Ltd. specializes in the research, production, and sales of disposable hygiene products and was listed on the ChiNext board in June 2021 [3]. - Following the divorce settlement between controlling shareholder Jin Liwei and Bao Jia, Jin's shareholding decreased from 59.26% to 30.13%, while Bao Jia received 79.19 million shares, valued at approximately 1.3 billion yuan [3]. - As of the latest report, Reliable Co., Ltd.'s stock price was 13.22 yuan per share, with a total market capitalization of nearly 3.6 billion yuan [3].
罕见!突然宣布,杭州可靠股份独立董事被“开除”
Xin Lang Cai Jing· 2026-02-24 13:20
Core Viewpoint - The announcement from Reliable Co., Ltd. regarding the dismissal of independent director Jing Naiquan has attracted significant media attention, highlighting internal conflicts and governance issues within the company [1][9]. Group 1: Dismissal of Independent Director - Reliable Co., Ltd. held a board meeting on February 12, where a vote of 5 to 2 resulted in the decision to dismiss independent director Jing Naiquan, with the matter to be presented to the shareholders for approval [1][9]. - The reasons for the dismissal include claims that Jing lost his independence, acted as a spokesperson for the interests of second-largest shareholder Bao Jia, and failed to fulfill his duties, including inappropriate behavior during meetings [3][11]. Group 2: Responses and Reactions - Jing Naiquan has publicly criticized the reasons for his dismissal as absurd and a violation of regulations, asserting that it stems from disagreements with the major shareholder over work-related issues [3][11]. - Bao Jia, the second-largest shareholder, has expressed strong opposition to the dismissal, framing it as retaliation from the controlling shareholder, Jin Liwei, against Jing for his principled stance [4][11]. Group 3: Company Background and Financials - Reliable Co., Ltd. specializes in the design, research, production, and sales of disposable hygiene products and was listed on the ChiNext board in June 2021 [5][13]. - As of February 28, 2024, Jin Liwei and Bao Jia's divorce settlement involved a transfer of shares, reducing Jin's ownership from 59.26% to 30.13%, with a total asset value of approximately 1.3 billion yuan [5][13]. - The company's stock price was reported at 13.22 yuan per share, with a total market capitalization of nearly 3.6 billion yuan [6][15].
A股罕见!上市公司欲“开除”独董,对方称理由“可笑至极”,双方“唇枪舌剑”近两万字;争议涉董事长前妻薪酬问题,公司董秘回应……
Sou Hu Cai Jing· 2026-02-24 10:22
Core Viewpoint - The company announced the removal of independent director Jing Naiquan due to loss of independence and failure to fulfill duties, which has led to ongoing internal disputes within the company [1][4]. Group 1: Reasons for Removal - The removal was primarily due to Jing Naiquan's perceived bias in a salary dispute involving director Bao Jia, which was seen as contrary to the interests of the company and minority shareholders [5][7]. - Jing Naiquan suggested continuing to pay Bao Jia a salary despite her not being present at work in 2025, which conflicted with the company's established compensation policies [7][8]. - The company accused Jing Naiquan of acting as a representative for specific shareholder interests rather than maintaining his role as an independent overseer [7][8]. Group 2: Internal Disputes - The company disclosed a lengthy announcement detailing the disputes, indicating a significant internal conflict, with both sides presenting extensive arguments [4][9]. - Bao Jia and Jing Naiquan opposed the removal, with Bao Jia claiming it was retaliation for Jing Naiquan's independent stance [9][10]. - Jing Naiquan described the reasons for his removal as absurd and a challenge to the independence of the independent director system [10][11]. Group 3: Company Background - Reliable Co., Ltd. was established in 2001 and went public on the Shenzhen Stock Exchange in June 2021, focusing on the design, development, production, and sales of disposable hygiene products [15]. - The company has a market capitalization of 3.613 billion yuan as of February 24, with a stock price of 13.29 yuan per share [16].
内斗升级!可靠股份董事会解除独董职务引争议
Xin Lang Cai Jing· 2026-02-24 09:02
Core Viewpoint - The company Reliable Co., Ltd. has dismissed independent director Jing Naiquan, citing loss of independence and failure to fulfill duties, amidst ongoing internal conflicts involving significant shareholders [2][5][6]. Group 1: Board Decisions and Conflicts - On February 23, Reliable Co., Ltd. held a board meeting where a resolution to dismiss independent director Jing Naiquan was passed with 5 votes in favor and 2 against [2][17]. - The dismissal is linked to a broader conflict involving board member Bao Jia, who is the ex-wife of the controlling shareholder Jin Liwei, highlighting personal and professional disputes within the company [5][11]. - Bao Jia and Jing Naiquan both opposed the dismissal, with Bao Jia accusing Jin Liwei of retaliating against Jing for his principled stance [5][10]. Group 2: Compensation Controversy - A key issue leading to the dismissal was the discussion around Bao Jia's compensation, which was reported as 2.43 million yuan for 2024, despite her not providing services to the company [6][21]. - The company argued that Jing Naiquan's support for Bao Jia's compensation was a breach of independent director responsibilities, indicating a conflict of interest [7][22]. - Reliable Co., Ltd. stated that Jing Naiquan's actions demonstrated a lack of independence and professionalism, which justified the board's decision to terminate his position [7][23]. Group 3: Shareholder Dynamics - As of the third quarter report for 2025, Jin Liwei holds a 30.13% stake, while Bao Jia holds 29.13%, making them the largest shareholders and intensifying the internal power struggle [11][26]. - The ongoing conflict has roots in the personal relationship between Jin Liwei and Bao Jia, which deteriorated following their divorce in February 2024, leading to increased governance disputes within the company [11][26]. Group 4: Company Background - Reliable Co., Ltd. was established in 2001 and went public on the Shenzhen Stock Exchange in June 2021, focusing on the design, development, production, and sales of disposable hygiene products [14][28]. - The company offers a range of products, including baby care items, adult incontinence products, and pet hygiene products, under well-known brands [14][28]. - As of February 24, the company's stock price was 13.29 yuan per share, with a total market capitalization of 3.613 billion yuan [14][28].
内斗升级!可靠股份突然宣布,他被“开除”
Zhong Guo Ji Jin Bao· 2026-02-23 12:24
Core Viewpoint - The company, Kexin Co., announced the dismissal of independent director Jing Naiquan due to loss of independence and failure to fulfill duties, which has led to ongoing internal conflicts within the company [1][4]. Group 1: Reasons for Dismissal - Kexin Co. stated that Jing Naiquan lost his independence and did not fulfill his duties, lacking the professional ethics expected of an independent director [4][6]. - The main conflict revolves around the salary issue of director Bao Jia, with Kexin Co. proposing to adjust Bao's salary due to lack of service, while Jing Naiquan defended Bao's salary during meetings [5][9]. - Kexin Co. accused Jing Naiquan of making inappropriate comments and threatening other directors during discussions about Bao's salary, indicating a breach of independent director principles [5][6]. Group 2: Responses from Jing Naiquan - Jing Naiquan claimed that the reasons for his dismissal were absurd and illegal, asserting that his actions were in line with the interests of the company and minority shareholders [7][8]. - He argued that he left the salary meeting after it did not meet the necessary conditions for discussion and provided written suggestions, but received no response from the company [8]. - Jing Naiquan emphasized his commitment to transparency and accountability, suggesting that he could resign to protect his reputation but chose to remain to inform shareholders of the situation [8]. Group 3: Internal Conflicts - The internal conflict within Kexin Co. has escalated, with Bao Jia opposing the dismissal and framing it as retaliation from the controlling shareholder for his principled stance [9]. - Bao Jia, who has a significant shareholding in the company, has previously voted against several company proposals, indicating ongoing governance issues [10]. - Kexin Co. was founded in 2001 and specializes in disposable hygiene products, with a market presence since 2021 [11].
苏州银行董事会提名王一为第六届独立董事候选人
Xin Lang Cai Jing· 2026-02-10 18:02
Core Viewpoint - Suzhou Bank Co., Ltd. has nominated Wang Yi as a candidate for the sixth board of directors' independent director position, which has passed the qualification review by the nomination committee [1] Summary by Relevant Sections - **Nomination Process** - The nomination has been confirmed through the fifth board of directors' nomination committee or a special meeting of independent directors [1] - Wang Yi has provided written consent to assume the role [1] - **Compliance and Qualifications** - The nomination statement confirms that Wang Yi meets the requirements set forth by the "Management Measures for Independent Directors of Listed Companies," Shenzhen Stock Exchange business rules, and the company's articles of association [1] - Key compliance aspects include: - No disqualifying conditions as per the Company Law [1] - Over five years of necessary work experience to fulfill independent director responsibilities [1] - No direct or indirect employment relationships with the company or its subsidiaries [1] - No significant business dealings with the company or its major shareholders [1] - No public reprimands from the securities exchange in the last 36 months [1] - No major credit defaults [1] - Serving as an independent director for no more than three domestic listed companies [1] - **Impact on Corporate Governance** - The improvement of the independent director system is expected to enhance the corporate governance structure, protect the overall interests of the company, and safeguard the legal rights of all shareholders, especially minority shareholders [1]
中证投服中心在公司治理中可发挥更大作用
Guo Ji Jin Rong Bao· 2025-12-16 05:27
Group 1 - The core viewpoint is that the China Securities Investor Services Center (CSISC) is playing a significant role in promoting independent directors in listed companies, which can enhance corporate governance and protect investors' rights [1][3] - CSISC has successfully nominated independent directors in three cases, indicating a growing trend towards improving corporate governance through public nominations [1][3] - The independent director system in China has faced criticism for being ineffective, as nominations are often controlled by major shareholders, leading to concerns about the independence of these directors [2][3] Group 2 - There are suggestions for reforming the independent director system, including establishing an independent director committee and appointing independent directors through regulatory bodies to ensure their true independence [2] - The limited number of successful nominations by CSISC highlights the need for broader engagement with more listed companies to enhance the effectiveness of independent directors [3] - CSISC's nominated independent directors should ideally serve on the audit committee of the board to fulfill both director and supervisory roles, thereby improving corporate governance [3]