Independent Director System

Currently, stock company is the basic and overwhelmingly major organization form all over the world. Since stock company was bom, corporate governance structure has been one of the most important problems that people have been probing. Western countries, such as U.S.A and U.K, have introduced the independent directors system for a long time and have made good achievements in many aspects, as for improving corporate governance, enhancing the independence of directorate, improving the directorate's function and alleviating problems resulting from control by insiders. Since 1990s, construction of the independent director system has been an internalization trend and many countries have followed suit. Thus the independent directors system has been a vulgate way and a revolution of independent director has broken out.According to the statistics from Shanghai Stock Exchange, major listed companies originated from state-owned enterprises, the even percentage of the state-owned stock that is not current in the market and the state-owned juridical person stock are 50 or so( the climax is 80%). The state of "one share is overwhelming" makes problems resulting from control by insiders more and more serious and the board of director, the supervision committee, inner audit organization and the like are of nominal meanings. In order to perfect inner governance system of the company in market, complete function structure of the company's directorate and improve inner supervision mechanism of the company's financial information, the independent directors system has been introduced into our country since 1990s and the independent directors system has been adopted by many listed companies. The publication of the China Securities Regulatory Commission's Proposed Guidelines on Establishing the Independent Director System in Listed Companies on August 21,2001 marked the official beginning of the system of independent directors in the companies of China,which has settled a good base for the establishing of the canonical system independent director in the Listed companies,From different perspectives, this dissertation expatiates on basic content, ideology foundation, running mechanism of the independent directors system and its function for company's governance structure. What's more, aiming at providing valuable theories and references for the relevant decision-making sections, this dissertation tries to make compares among different independent director systems in different countries, expand research on the constraint problems of system surroundings during the course of the introduction of this system and bring forward some operational suggestions for Listed companies t, of course, using foreign experiences for reference.This dissertation is divided into seven parts, the main content lists as follows:Chapter One shows basic content of the independent directors system systematically. It defines connotation, essence and independence of this system scientifically, makes compares among various types and briefs the background of the birth of this system. It points out that a series of factors that interacts for one anothermakes the independent director system come into being. Hereon it also analyzes the reason why a revolution of independent director has broken out around the world.In Chapter Two, applying theory of corporate governance, the economic and management inspiring theory and Stakeholders theory, the theoretical foundation of the independent director system is shown. Through full analysis of the mechanism of the internal governance, of the inner design features of the board of director and of its defects (speaking from the height of how to collocate company's dominating power), a conclusion is made that introduction of the independent director system can improve the structure of the primary board of director, strengthen the directorate, uplift the independence of the directorate, supervise and restrict the control by insiders to a certain degree, thus the integrated interest of a company has been safeguarded...