On the evening of January 9, A-share companies Jiankang Yuan (600380) and Nhwa Pharmaceutical (002262) both announced that the company recently received a written statement from independent director Yin Xiaoxing from January 1 this year to the date of expiration of the company's current board of directorsYin Xiaoxing voluntarily waived the independent director allowance that he could receive in the company because of his position as an independent director of the company and the special committee of the board of directors.
*A reporter from Times E Company noticed that cumulatively, Yin Xiaoxing gave up about 140,000 yuan (including tax) of independent director allowance. Yin Xiaoxing was born in 1966 and holds a Ph.D. degree. He is currently a professor and doctoral supervisor of pharmacology at Xuzhou Medical University, and the director of Jiangsu Provincial Key Laboratory of New Drug Research and Clinical Pharmacy. At the same time, he is a member of the Steering Committee for the Teaching of Pharmacy in Colleges and Universities of the Ministry of Education, the chairman of the Steering Committee for Graduate Education of Science Class 2 in Jiangsu Province, and the vice chairman of the Pharmacological Society of Jiangsu Province. According to the School of Pharmacy of Xuzhou Medical University, Yin Xiaoxing has long been engaged in the research of the pathogenesis of diabetes complications and their prevention and treatment drugs. In recent years, he has published more than 80 articles in the field of diabetic nephropathy as the corresponding author or first author in important academic journals at home and abroad, of which more than 60 articles have been included in SCI.
Previously, Yin Xiaoxing served as an independent director of Nhwa Pharmaceuticals from 2007 to 2013. Nhwa's initial allowance is 240,000 yuan per year (tax included, the same below). In September 2008, the company announced that the allowance for independent directors would be adjusted to 360,000 yuan per year. In recent years, the company's independent director allowance is 50,000 yuan per year. In April 2022, Yin Xiaoxing was reappointed as an independent director of Nhwa Pharmaceuticals until April 2025. Based on an annual allowance of 50,000 yuan, Yin Xiaoxing has given up about 6A subsidy of 670,000 yuan. Yin Xiaoxing began serving as an independent director of Health Yuan in September last year and will serve until August 2024. The allowance for independent directors of Health Yuan is 11540,000 yuan per year. It is estimated that Yin Xiaoxing gave up 7A subsidy of 70,000 yuan. Independent directors on the board of directors of listed companies need to play the role of participating in decision-making, supervising checks and balances, and providing professional advice, safeguarding the overall interests of listed companies, and protecting the legitimate rights and interests of small and medium-sized shareholders. In recent years, the status of independent directors has been increasingly valued by regulators. According to the Measures for the Administration of Independent Directors of Listed Companies (the "Measures for the Administration of Independent Directors"), the proportion of independent directors of a listed company shall not be less than one-third of the board of directors, and at least one accounting professional shall be included. In the audit committee of a listed company, more than half of the independent directors should be independent, and the independent directors of the accounting profession should serve as the convener. From a practical point of view, due to the need to participate in the board of directors and shareholders' meetings of listed companies, independent directors will definitely pay a certain amount of energy and cost to perform their duties. The Measures for the Administration of Independent Directors also clearly state that listed companies should give independent directors allowances commensurate with their responsibilities. The standard of allowance shall be formulated by the board of directors and approved by the general meeting of shareholders. Will Yin Xiaoxing's waiver of INED allowance affect his performance of duties? According to the announcement of the listed company, Yin Xiaoxing said that it will not affect his normal performance of duties as an independent director of the company, nor will it affect the relevant responsibilities that he may bear due to improper performance of duties. On January 10, the reporter called the landline of Yin Xiaoxing** announced by Xuzhou Medical University, but no one answered. Since independent directors are mainly nominated by major shareholders and boards of directors of listed companies, and receive remuneration from listed companies, the issue of whether independent directors are independent has long attracted attention from all parties. On the other hand, the first-instance verdict of the Kangmei case once affected the ecology of independent directors of A-shares. At the end of 2021, there was a wave of resignations of independent directors in A-shares. In the first quarter of 2022, there has been another wave of salary increases for independent directors in A-shares, and the increase is generally amazing, and the independent director allowance issued by some companies has even been increased by 3 times to 500,000 yuan (before tax, the same below). According to data from Oriental Wealth Choice, in 2022, more than 5,000 A-share listed companies will pay a total of 14 allowances to independent directors5.1 billion yuan, with an average of 28060,000 yuan. There are significant differences in the allowances paid to independent directors by listed companies. In FY2022, there were 6 independent directors with allowances of one million or more. Among them are Liu Ningyu (1.24 million yuan), independent directors of Minsheng Bank (600016), Li Hancheng (110.).500,000 yuan), Xie Zhichun (101500,000 yuan), Liu Jipeng (100500,000 yuan), and Chen Jieping and Wang Shutian, independent directors of Saurer Intelligence (600545) (both of whom are 1 million yuan). There are about 10 listed companies with independent directors' allowances in the range of 500,000 yuan and 1 million yuan. On the whole, the allowance of independent directors of 100,000 yuan and below is still the mainstream.
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