The Research In Independent Director System

As the Comment of Establishing Independent Director System in the Publish Corporation published, a lot of people had done researches about it. In China, as the environment of this system, such as security, capital and governance corporation, are quite different from America, England, Germany and Japan, it should has different effect. In order to fully use of this system, this article draw a conclusion on how to improve this system in China, which comes from the contrasting research based onthe different environment.This thesis has four parts.The first part is summary of independent director system. The main idea of thispart is relating concept, theory basis, history and status in America, England and China. Independent director system has the functions of objective, fairness, supervise and specialist in different environments. At the same time, it has special functions in our country just because its special environment, namely solving the ownership absence, the rules from government to corporations, and protect the social's benefit.The second part is value analysis of this system. This article analysis it from three aspects, which is management, performance, audits and overtakes. Thought this system has not a long time in our country, many scholars researched the result of this system, which based on whether independent director has been employed by corporation, and the number of independent director in corporation. They draw a conclusion that the system has active effect in China.The third part is comparative analysis of independent director system. Whether this system has full value is determined by its environment. So this thesis put emphasis on the difference between the two law systems, especially in stock right and capital structure, governance corporate and stimulate system.The fourth part is how to perfect this system. This part is the main part of this paper, which analysis in three angles, namely law, self-control system, and corporation.1, In order to be executed with little deformation, the author suggests that all rules should be prescript as possible, such as qualifications, employment system, responsibility rights and wages, restrict system, audit committee and proportion of independent director in the board of directors, and so on. At the same time, this thesis suggests that we should stipulate the relationships between independent director and board of supervisors in law. Furthermore, this article designs a model, which comes from economic, to discuss how to stipulate the wage stimulate system.2,The author thinks that the effective organizations are independent director offices. This part explains why these offices are important. This paper suggests these offices buying responsibility insurance for independent director.3,It just because that all corporations will take care of the capability of independent director, so this thesis gives little analysis on this layer.The outstanding of this thesis are two models about this system. At the same time, most thesises about independent director have not deeply researched in independent director law and association, so this article put emphasis on these two aspects.