Our Country Legal System Of Independent Directors

The Independent Director System,originated from the United States of America in the1930’s,was introduced to China in the1990’s. The system was initially welcomed with great enthusiasm by regulators as well as listed companies, with the hope of improving the company’s management structure, remedying the shortage of board of supervisors, protecting the interests of small and medium shareholders as well as the investors, and promoting the development of the market economy. However, more and more controversies have been brought up against the system, the "no independency" and alienated situation of the system have been being increasingly sever. As for the reasons, it has been caused by lots of legislation defects of the Independent Director System in our country.The thesis consists of three parts to demonstrate the Independent Director system of our country, concretely analysing the system in the manner of comparison, analysis and induction with the hope of putting forward some useful advices on the perfection of current laws and regulations.The first part deals with the Independent Director system’s origination, development and its legal connotation,and undertakes discussion of the basis of Nomology,altogether discuss the concept of.the Independent Director system.The second part reviews the background of its introduction and the legislative progress, mainly focuses on the legislation defects of the Independent Director System in our country, such as the independency, the part-time nature, the difference from the board of supervisors, incentive mechanism and the legal liabilities,etc.The third part mainly focuses on the professionalization and its legal system of the Independent Director system.Starting from the analysis of the necessity of implementing the system in our country,following the thinking of the assumption of the professionalization of the system, afterwards, the thesis gives useful suggestions of the system’s perfection, primarily related to the perfection of he independency, the part-time nature, the difference from the board of supervisors, incentive mechanism and the legal liabilities,etc.