Minsheng Bank pays a salary of 695k to a wealthy director with "restricted voting rights"

Ask AI · Why do directors with restricted voting rights still get high salaries?

On March 30, Minsheng Bank released its 2025 annual report. Along with the performance data, it also disclosed the annual compensation of a number of directors.

Caijing Finance noticed that the remuneration of billionaire director Shi Yuzhu is especially eye-catching—this non-executive director has restricted voting rights due to share pledges. In 2025, he received a pre-tax remuneration of 695,000 yuan from Minsheng Bank. Although this is lower than the 875,000 yuan in 2024, in the context that he cannot normally exercise key director rights, the reasonableness of this pay still sparked heated debate.

“Special” directors with restricted voting rights

According to available information, Shi Yuzhu was born in September 1962. He is the founder and chairman of Giant Network and also a private entrepreneur with a highly legendary presence in China’s capital markets. His connection with Minsheng Bank dates back to 2006, when he first served as a non-executive director of the bank. He resigned briefly in 2014, returned to the board at the end of 2016, was re-elected as a director twice in August 2020 and June 2024, and is currently a non-executive director of the bank’s ninth session of the board of directors.

As of the end of 2025, Shi Yuzhu held about 665 million H shares of Minsheng Bank through relevant entities, accounting for 9.59% of the total H-share outstanding—making him one of the bank’s important shareholders. But in contrast to the size of his shareholding, his voting rights on Minsheng Bank’s board of directors have long been restricted—the key reason is the high proportion of pledging of the aforementioned shares. Although Minsheng Bank did not directly disclose the specific details of Shi Yuzhu’s restricted voting rights in its announcement, the voting data from board resolutions has clearly confirmed this fact.

On March 30, Minsheng Bank held its 19th meeting of the ninth session of the board of directors and reviewed proposals including the “2025 Directors’ Remuneration Report,” among others. There were 15 directors scheduled to attend, but when voting on Shi Yuzhu’s 2025 remuneration proposal, there were only 14 valid votes cast. Shi Yuzhu himself did not participate in the vote, and he also did not follow a recusal procedure like other related directors, further confirming his status of restricted voting rights.

Remuneration controversy amid falling net profit

Minsheng Bank’s 2025 financial report shows that for the full year, the bank achieved operating income of 142.865 billion yuan, up 4.82%, turning revenue back to growth. However, net profit attributable to shareholders of the parent company was 30.563 billion yuan, down 5.37% year over year, continuing the recent trend of “increasing revenue without increasing profit.”

Behind the decline in profit are dual pressures from asset quality and risk costs. In 2025, Minsheng Bank’s credit impairment losses reached 53.950 billion yuan, up significantly by 18.64% year over year, becoming the main factor that eroded profits. The total amount of non-performing loans was 66.154 billion yuan, increasing by 0.544 billion yuan compared with the end of the previous year. The non-performing loan ratio was 1.49%, up by 0.02 percentage points year over year, and asset quality remained under pressure.

In an operating environment where net profit is declining and risk costs remain high, Minsheng Bank pays Shi Yuzhu nearly 700,000 yuan in annual salary despite his restricted voting rights, and the reasonableness of this has been widely questioned.

Some industry insiders believe that, from the logic of corporate governance, directors’ core responsibilities are to participate in decision-making, supervise operations, and safeguard shareholders’ interests, while voting rights are the key rights to fulfill those responsibilities. Because Shi Yuzhu cannot exercise voting rights due to issues with his own share pledges, it is essentially difficult for him to fully perform the core functions of a director, yet he still receives compensation similar to that of directors who perform their duties normally. This does not align with the principle of matching rights and responsibilities, and it also easily prompts minority shareholders to question the effectiveness of corporate governance and the fairness of compensation distribution.

By comparison, Shi Yuzhu’s compensation in 2024 was 875,000 yuan. In 2025, it was reduced by 180,000 yuan, but his 695,000-yuan annual salary is still far above the average compensation level of most non-executive directors at listed banks. At a stage when Minsheng Bank’s profitability is under pressure and it urgently needs to cut costs and improve efficiency, this “special compensation” looks even more conspicuous.

Minsheng Bank’s management shake-up: lingering suspicions

In addition to the compensation controversy, developments in Minsheng Bank’s personnel also keep the market on alert.

The current Party Secretary and Chairman, Gao Yingxin, was born in July 1962 and will have already turned 63 in 2026. Meanwhile, the bank’s previous chairman, Hong Qizhang, stepped down from the chairman position in 2020 when he turned 63, citing “reasons related to the age for serving,” and Gao Yingxin took over.

According to banking industry practice and Minsheng Bank’s past personnel arrangements, 63 is the standard retirement age for executives at state-owned and joint-stock banks. However, since Minsheng Bank is a bank where private shareholders have an advantage, there is no unified rule for when the chairman should retire.

Since Gao Yingxin took charge of Minsheng Bank in June 2020, he has led and promoted the bank’s strategic transformation of “a bank for private enterprises, a bank for technology finance, and a bank for comprehensive services.” He has achieved certain results in reducing shareholders’ share pledges, optimizing asset quality, and promoting the development of retail and wealth management businesses. At a 2025 performance communication meeting, Gao Yingxin disclosed that, as of the end of 2025, the total proportion of share pledges by Minsheng Bank’s major shareholders had fallen from the historical peak of 20.4% to 8%, the lowest level in history.

But as the age threshold is reached, Gao Yingxin’s term has entered a critical stage. 2026 is Gao Yingxin’s “sensitive year” as the incumbent chairman, raising questions about whether he will step down due to age. Once a leadership change occurs, whether the new leader can maintain strategic resolve and solve the dilemma of declining profitability and pressured asset quality will directly affect Minsheng Bank’s future direction.

A management change will also test Minsheng Bank’s corporate governance. Just as Minsheng Bank pays Shi Yuzhu, who has restricted voting rights, an annual salary of 695,000 yuan, what appears to be an isolated disclosure of compensation actually reflects the blurred areas for private banks in corporate governance, the boundaries of shareholders’ rights, and directors’ responsibilities.

In a context where net profit has declined and risk pressure has not eased, how to balance shareholders’ interests, directors’ rights and responsibilities, and standardized corporate governance is a problem Minsheng Bank urgently needs to address.