An Institutional Study Of Independent Directors

With technological advances and institutional innovations the corporate form has taken the role of traditional proprietorship or partnership and become the major form of business organization in a modern society. And the study of corporate governance especially the institutional establishments in a corporation has attracted increasing enthusiasm from both academics and policy-.makers alike. My investigation is therefore designed to focus on the role of independent directors andtheir constituency in the corporation; hopefully the new insights my thesis is going to provide may contribute to the existing literature on independent directors issue, and help solve some practical problems in the management of state-owned corporations in our country.In the first chapter of my thesis the theoretical foundations for independent directors are reviewed, particularly the principal- agent problem, the investor-trustee problem and the ownership-management problem. Then the historical developments and foreign institutional establishments of independent directors in corporategovernance are thoroughly investigated in chapter 2, chapter 3, and chapter 4, withspecial emphasis on the constituency and functioning of independent directors: as a matter of fact, the qualified and well-placed independent directors can provide checks and balances to the otherwise biased or abusive power of the management on behalf of the medium and small shareholders of the corporation. Chapter 5 andchapter 6 are devoted to the recent China experience, in which the emergence, thestatus quo and the problems of China's independent directors in corporate governance are reviewed and analyzed. And the final chapter concludes with a comprehensive study of the ways to improve corporate governance by installing and perfecting the institutional establishments for independent directors.