独立董事履职独立性
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可靠股份“内斗”升级?可靠股份独董景乃权被提请解职,在董事长前妻非独董鲍佳薪酬争议上怒怼实控人
Sou Hu Cai Jing· 2026-02-26 12:11
Core Viewpoint - The internal conflict at Reliable Co. has escalated, focusing on the controversy surrounding the compensation of director Bao Jia, who is the ex-wife of the chairman, and the proposed dismissal of independent director Jing Naiquan due to alleged loss of independence and diligence [3][4][5]. Group 1: Board Decisions and Controversies - Reliable Co. announced the proposal to dismiss independent director Jing Naiquan, citing his loss of independence and failure to fulfill his duties, which has drawn significant attention from the capital market [3]. - The controversy originated from a meeting of the compensation and assessment committee regarding Bao Jia's compensation, which amounted to 2.43 million yuan for 2024, including a salary of 1.2 million yuan and a business commission of 1.2255 million yuan [3][4]. - Jing Naiquan suggested continuing to pay Bao Jia through a "director allowance," which contradicts the company's regulations that state non-independent directors should not receive such allowances [4]. Group 2: Allegations Against Jing Naiquan - Reliable Co. accused Jing Naiquan of showing bias during the meeting and attempting to obstruct compliance audits and performance evaluations, which led to claims that he had become a representative of specific shareholder interests rather than an independent overseer [4]. - Jing Naiquan's behavior during the meeting included making extreme statements and failing to review materials as required, which constituted a lack of diligence [4][5]. - The company highlighted inappropriate conduct by Jing Naiquan, including verbal attacks on two secretaries and a refusal to sign meeting records, further questioning his professional ethics [4]. Group 3: Responses from Involved Parties - The company’s secretary, Wang Xiangting, stated that the key reason for proposing Jing Naiquan's dismissal was his disregard for the interests of the company and minority shareholders, which has negatively impacted the company's reputation [5]. - Both Bao Jia and Jing Naiquan opposed the dismissal, with Bao Jia claiming it was retaliation from the controlling shareholder for Jing Naiquan's independent stance [5][6]. - Jing Naiquan described the reasons for his proposed dismissal as absurd and a serious challenge to the independent director system, asserting that he acted in the interests of minority shareholders [6]. Group 4: Background Information - Bao Jia, the director at the center of the controversy, is the ex-wife of the chairman, Jin Liwei, and they were previously married while jointly contributing to the company's growth [8].