Can a reporter be an independent director part-time?

On the evening of July 3rd, 20 12, Sunac China issued a brief announcement on the replacement of directors, which attracted the attention of some media people. According to this announcement, Yuan, director of real estate news of 2 1 Century Business Herald, will become an independent non-executive director of Sunac China Company with an annual salary of 300,000 yuan.

On July 4th, Zhao, a senior reporter of Caixin Media, questioned on Sina Weibo. She said, "this is a serious violation of professional ethics and a conflict of professional interests ... won't any company buy off media people in the future?"

Zhao himself probably didn't expect that this Weibo with more than 100 words triggered a big discussion about journalistic professional ethics. Participants came from the media industry, real estate, public relations and law, from professionals to academic experts, which lasted nearly a week. On July 7, I issued a statement to resign as an independent director, which won unanimous affirmation and respect from both sides of the debate.

Looking back at this debate, although there were some angry words and even attacks and abuse, filtering out these impurities, we can see that both sides of the debate reached an agreement on basic values, and Mr. Yuan, the party concerned, made a choice full of moral courage. In the whole process, not only did no official come forward, but even no media organizations came forward. After public discussion, under the supervision of all walks of life, a group of media people independently carried out an industry ethics construction, showing valuable industry autonomy. Therefore, it is very meaningful to record and sort out all aspects of this discussion in Weibo.

1. Is there any role conflict for journalists as independent directors?

This is the core issue of this controversy. Zhao clearly pointed out that the appointment of journalists as independent directors has a serious conflict of interest with journalists' professional identity, which violates professional ethics. However, Yuan himself, many colleagues in 2 1 Century Business Herald and others have put forward some different views:

(1) Yuan and many people emphasized that the independent directors of H shares in Hong Kong are different from those of domestic A shares. For example, Li Zhenhua, director of the Financial Edition of 2 1 Century Business Herald and director of the Beijing News Center, believes that there is no role conflict between the identity of journalists and the independent directors of the company. He wrote in Weibo: "Independent directors represent independent third parties and strive for the interests of minority shareholders. Why can't they be journalists? " ? Why can only lawyers, professors and social elites serve? "Yuan said," I have consulted a well-known barrister, and it is worth discussing whether being an independent director of a listed company in Hong Kong belongs to what is usually called part-time behavior and needs an explanation from the regulatory authorities. Because the independent directors of listed companies in Hong Kong are endowed with the role of social supervisor. He also stressed: "I read their Handbook for Independent Directors, and this role overlaps with the supervisory role of media people to a certain extent. It is in this sense that I don't think being a media and being an independent director are incompatible. "

(2) Yuan himself and those who advocate that there is no identity conflict also emphasize that "2 1 Century Business Herald" has hundreds of editors and editors, and has a complete editing and monitoring mechanism, so individuals can't control the overall reporting tendency. In other words, even though Yuan is an independent director of Sunac China, he has no chance to use the media to blend interests with the company.

The doubters can't agree with this statement. Zhao, the initiator of the query, directly stressed: "I only know that both parties clearly pay you, and one party is the possible supervision object of the other party, especially for the news media. This is of course a conflict of professional interests. As for whether the benefits will be transferred, it should be avoided. Otherwise, this will really become a channel for black-box operation and paid reporting. "

Ling Huawei, deputy editor-in-chief of Caixin Media, said in Weibo: "It needs to be clear that independent directors are first members of the board of directors, and the board of directors is the brain of the company. The interests of the company should be supreme, even taking precedence over the interests of shareholders; Although the design of independent directors includes the fiduciary responsibility to minority shareholders, it cannot violate the primary responsibility of directors. There is a conflict of interest between the identity of independent directors and media functions. "

Li Honggu, deputy editor-in-chief of Sanlian Life Weekly, believes that the information obtained by independent directors conflicts with the role of journalists' reporting obligations. In essence, independent directors and journalists "realize" information in order to survive; Separately, the buyers of information-companies and the public-are different and conflict with each other. Therefore, the integration of the two roles will inevitably lead to the differentiation and conflict of interests.

Lawyer Liu Chunquan, a senior partner of Shanghai Panyang Law Firm, also thinks that it is inappropriate for journalists to be independent directors: the reporter's duty is to record and disclose, and independent directors are also directors. His duty is to serve the company, speak for the interests of minority shareholders, counter and supervise the interests of minority shareholders and prevent them from being infringed. Therefore, lawyers and accountants can be independent directors, but they are not suitable for journalists.

Another netizen named @silverella said: the duty of independent directors is not only to open the board of directors, but also to make suggestions for listed companies and help them develop. Then, as an independent director, when you know the major events of a listed company in advance, as a journalist with news sensitivity and reporting responsibility, how should you handle yourself? Not reporting is against the nature of journalists; Reporting may be harmful or beneficial to listed companies. Clearly put yourself in a dilemma.

Dr. Zhang Zhian, an associate professor at the School of Media and Design, Sun Yat-sen University, is one of the academic experts who are most concerned about this debate. He raised a question: Why do listed companies invite financial media executives to be independent directors? He appealed to some colleagues in the 2 1 Century Business Daily. What needs to be questioned and reflected is this question: Is the listed company inviting reporters to supervise and restrict the major shareholders, or to establish close and friendly relations to dilute and shield negative reports? Won't the news director's invitation affect the reports edited by his reporters?

Second, how do we face the flawed industry management regulations?

In this debate, Zhao et al., one of the doubters, cited Article 7 of the Regulations on the Employment of News Editors of the Press and Publication Administration: "News editors are not allowed to work part-time in other news organizations or economic organizations without affiliation."

On the one hand, Yuan himself emphasized that being an independent non-executive director of a listed company in Hong Kong is an act of performing social supervision duties on behalf of an independent third party, which cannot be simply understood as a "part-time" reward. On the other hand, they stressed that the "Regulations on the Administration of Journalists and Editors" of the Press and Publication Administration itself has defects, and many regulations are simply not operable. Therefore, they demand 2 1 century economic report and with such a seriously flawed management regulation.

At this point, the content director of Wuxi Company of 365 Real Estate Home Network is Mr. Yuan's staunchest supporter. He thinks that those who criticize Yuan just cling to the shortcomings and don't want to change. He wrote in Weibo: "Support Miss Yuan! Some scholars themselves do not embrace change and keep pace with the times. On the contrary, they are like Neo-Confucianism in Song and Ming Dynasties: killing, degrading and engaging people with so-called morality hindered the innovation and development of the industry. The premise and background of news system distortion have not been put forward and denounced by them. It's ridiculous. " He further stressed: "Excuse me, at the beginning of the reform and opening up, if all people had abided by the existing regulations, would they have achieved today?" Is the private economy developing according to regulations? Is it done according to the regulations? Self-employed people only have it according to regulations? The advancement of society is a process of constantly questioning, challenging and changing evil laws. Exploring the rationality of the regulations is the premise and basis for making judgments. "

But many people who participated in the discussion did not agree with this view. Netizen @Coolwant said that this regulation is considered by some media people as a bad law and a bad rule. However, its current role is to restrain media practitioners. In addition, before the new explanatory document comes out, it is reasonable to assume that the Hong Kong company is an economic organization, and it is unreasonable to think that Sunac China is not a part-time director in an economic organization. The netizen also said, "If the regulations are unreasonable, you can raise objections, but you must abide by them."

Another netizen @lesnar20 10 also stressed: "I can't violate the regulations of journalists at will because I have objections, otherwise I can do whatever I want on this ground. Although the securities industry has no restrictions on the occupation of independent directors, if there are such restrictions in the regulations of this industry, of course, the regulations of this industry shall prevail. "

When someone questioned the rationality of Yuan as an independent director, he quoted and introduced the relevant regulations of foreign countries, Hong Kong and Taiwan, such as the Code of Conduct for American Financial Editors and Journalists, which stipulated that "avoiding conflicts of interest and not abusing media power must be the principles that we should abide by in all aspects of our lives." The Reuters Code of Business Conduct and Ethics provided by Ma, the assistant of Reuters Data News Products, also clearly stipulates: "No employee may serve as a director of another listed company unless approved by Thomson Reuters Corporate Governance Committee." These rules also indicate that journalists are not allowed to be independent directors of listed companies, which is a common rule in the international media industry. The "Regulations on the Administration of Journalists" (draft) may have many imperfections, but there should be nothing unreasonable in this provision. Some people call this provision an evil law and a bad rule, which seems a bit excessive.

Third, who is qualified for moral criticism?

At the beginning of the debate, many colleagues of Mr. Yuan in 2 1 Century Business Herald unanimously praised Mr. Yuan for his good character. Netizen @ Apple Peer said: "Anyone who knows Mr. Yuan knows that Mr. Yuan has always been honest, modest and has backbone. Sunac chose him, which is precisely his independence and insight and judgment on the industry! " Mr. Yuan himself said in response to a netizen's question: "There are too many people around me who use media identity to seek benefits. They are safe and hidden. Why should I openly use the identity of an independent director to seek benefits? " Yolanda clarified for Sun Hongbin, the chairman of Sunac China Holdings Co., Ltd. many times, stressing that Sun Hongbin appointed him as an independent director, which was by no means a bribe to the media. Yuan said, "It is too easy for Sun Hongbin to use the media to do anything. There is no need to use this well-known way." .

At the same time, Yuan and her colleagues raised many questions to Zhao, the initiator of this debate, and some senior managers of Caixin Media and Caixin Media, such as Hu Shuli and Wang Shuo. These reverse doubts focus on one opinion, that is, the media in China, including Caixin Media, where Zhao is located, have serious defects in professional ethics and system construction, and the professional ethics of Zhao Hecaixin's executives are also understandable. Therefore, Zhao's questioning of Yuan is unfair, and Ye Zhao is not qualified to question other people's professional ethics. After Yuan himself announced his resignation as an independent director, he published a long microblog on July 9, focusing on the above opinions.

In my opinion, as gaoyu, deputy editor-in-chief of Caixin New Century Weekly, said, "The reason why this matter is worth discussing is not to question Yuan's own virtue, but as a system and journalistic ethics." What needs to be emphasized is that the realization of social justice, whether it is a fair trial or a fair report, cannot be guaranteed unilaterally by the personal morality of practitioners, but requires a perfect system construction.

The author has always stressed that mutual supervision between media based on competition is a reliable guarantee to improve the overall moral level of the media industry. 2 1 Century Business Herald Mr. Yuan and his colleagues can completely question Caixin Media and its senior management, but there are two points: First, there must be sufficient evidence to question, and it is impossible to catch shadows; Second, the shortcomings of the other party cannot be the reason to legalize their misconduct, nor can they think that they are not qualified to criticize themselves because of their shortcomings.

Wang Feng, the online news editor of Hong Kong South China Morning Post, once worked in Caijing magazine edited by Hu Shuli. He also paid attention to and participated in this debate. His Weibo, which I think is the theory of fairness, is the end of this article: "1. Wrong is wrong. Resignation is a respectable move, but it is not a good excuse. 2. Caixin really needs to reflect on the issue of being sponsored by other institutions to go abroad for editing and training journalists. When I was working in finance and economics, I was exposed to a lot of such light, which was inappropriate in my professional ethics. 3. People and institutions are not perfect, but not only perfect people have the right to criticize and supervise others. Otherwise we can all shut up and change careers. "