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Spring and Autumn Board of Directors No. 7: Integrity crisis, there is a "danger" without "opportunity" |

author:Catch the book
Spring and Autumn Board of Directors No. 7: Integrity crisis, there is a "danger" without "opportunity" |

In 403 BC, King Weilie of Zhou officially recognized the Han, Zhao, and Wei families as princes. The first sentence of the opening chapter of the Zizhi Tongjian is "The first order of the Jin Dynasty Grand Master Wei Si, Zhao Yuan, and Han Qian as princes." This Wei Si was the founding monarch of the State of Wei during the Warring States period and the founder of the century-old hegemony of the State of Wei, Marquis Wen of Wei.

The Warring States Policy records a small story of Wei Wenhou: Wei Wenhou and Yu Ren hunting. It's a day, drinking merry, it's raining. Wen Hou will come out, left and right: "Drinking and enjoying today, the sky is raining, the public will be yanzhi?" Wen Hou said, "Although I am happy with Yu Ren, can't we wait for a while?" "But to go, to give up." Wei then hu Shiqiang.

The gist of the story is that Wei Wenhou agreed with the official who managed the hunting in The Mountain Garden. On this day, Wei Wenhou and the hundred officials were very happy to drink, and it began to rain. Wen Hou got up to go to the appointment, and the attendants on the left and right said, "Drinking today is very happy, and today it is raining again, where are you going?" Wei Wenhou said, "I have an appointment with others, and I want to go hunting with them today." Although I am very happy now, how can I not go to the appointment on time? So Wei Wenhou stopped the feast and went there himself. The State of Wei became stronger from then on.

Spring and Autumn Board of Directors No. 7: Integrity crisis, there is a "danger" without "opportunity" |

From the perspective of modern people, there seems to be a transitional sentence in front of "Wei is then strong", if it is added, it should be that Wei Wenhou is very trustworthy, and everyone trusts him very much, so the State of Wei is slowly becoming stronger.

Wei Wenhou's short story reminds me of a small story by Li Ka-shing, the former richest Chinese. When Li Ka-shing first started the plastic flower business, he often saw a begging woman on Queen's Road, forty or fifty years old, very Sven looking, and Li Ka-shing would give her money every time she passed by. One day, Li Ka-shing asked her if she would sell newspapers, and the woman said that there were fellow villagers doing this, and Li Ka-shing asked her to bring her fellow villagers to meet, wanting to help them start a small business and support themselves with their own hands. On the day of the appointment, a customer happened to visit Li Ka-shing's factory. Customer first, must be received. During the conversation, Li Ka-shing looked for an opportunity to tell the customer: "Sorry, I lost my company." He hurried away and rushed to the agreed place. Li Ka-shing saw the woman and her compatriots, and after a brief exchange, handed them the money. The woman asked Li Ka-shing's name, but Li Ka-shing did not tell her that as long as she promised one thing, work hard, stop begging along the street, and then rush back to the factory.

Spring and Autumn Board of Directors No. 7: Integrity crisis, there is a "danger" without "opportunity" |

Many years later, when Li Ka-shing was asked the secret of his business success, Li Ka-shing said, "Without him, one word is enough — faith." ”

From the Zhou Yi's "The Helper of Man, The Letter Also." To the Book of Verses, "unbelief is like a day." From the Analects of the Analects, "Man has no faith, and he does not know what he can do." To the "Left Transmission", "no faith is troubled, and if you lose your aid, you will die." "Letter", just one word, is one of the most important and core contents in traditional Chinese culture.

However, in the tide of the market economy, the word "faith" has been left behind and abandoned as if it were a duty. Far from it, in 2019, among the listed companies alone, there are Kangmei Pharmaceutical, Kangdexin, Zhangzidao, Dongxu Optoelectronics, Young Eagle Agriculture and Animal Husbandry, Fenghua Hi-Tech, Zangge Holdings, Xiangyi Rongtong, Furen Pharmaceutical, Renzhi Shares, etc. through inflated operating income, inflated inventory and other ways to inflate profits.

In April 2020, Luckin Coffee, which was listed in the United States, revealed that it had inflated its trading volume. Previously, Luckin Coffee had issued an announcement firmly denying all allegations of fabricating financial and operational data pointed out in the Muddy Waters report. Good Future then revealed that the company had discovered certain "employee misconduct" during the internal audit process, and the company suspected that the employees involved had conspired with external suppliers to exaggerate sales revenue by forging contracts and other documents.

After the incident, luckin coffee president's office issued an internal letter saying that at present, 4 relevant parties, including COO Liu Jian, have been suspended, and stressed that "the company is shocked by this matter." Coincidentally, Good Future claimed that the employee involved had been detained, and the company attached great importance to the integrity of its business conduct and employee ethics, and had zero tolerance for illegal acts.

What a familiar routine, the company didn't know—it was all done by temporary workers. The author believes that the company is not aware. However, the company's ignorance, in addition to "throwing the pot", just explains the many problems in corporate governance: first of all, the audit committee is ineffective. Generally speaking, the audit committee as an important internal control mechanism, the audit committee members must have professional knowledge of accounting and auditing, for the company's internal accounting behavior and disclosure of the statement has a strong supervisory function, obviously, the company's internal audit did not play a normal role, the audit committee did not carry out effective supervision, it can be said that the function of the committee is basically in a state of absence. It is also certain that independent directors are not "independent" or "inactive". Are the independent directors ignorant of the company's fraud? The answer, whether "yes" or "no," means that independent directors have lost their due independence or have not fulfilled their oversight duties. Should public investors also be given a say?

Spring and Autumn Board of Directors No. 7: Integrity crisis, there is a "danger" without "opportunity" |

Luckin's fraud, in addition to causing the stock price to plummet, may also encounter a class action lawsuit by global investors, and the outcome of Luckin Coffee is almost predictable. After all, at any time, operating in good faith according to law is the foundation of an enterprise's survival. As a listed company, it should strictly abide by the laws and rules of the relevant market and perform the information disclosure obligation in a true, accurate and complete manner, which is responsible for the market, shareholders and itself.

The car in front can be learned, yin jian is not far away. But we only seem to have seven seconds of goldfish memory: in 2011, the financial fraud of some stocks such as Southeast Rongtong has put all the Chinese stocks on the back of the black pot and experienced a serious "integrity crisis". Most of the Chinese stocks have experienced: "bloody listing", stock prices have fallen sharply, refinancing difficulties, desperate to find institutional endorsements, and still have to delist after doing everything possible.

"Crisis", we often say that there is an "opportunity" in the "crisis", but the "integrity crisis", only "danger", there is no "opportunity".