The Independent Directors And Corporate Governance Structure -- Study On International Experience And China's Practice

The main target for corporate governance is to solve the agency problem in listed companies, i. e. conflicts between the management and shareholders arising from different goals. Insider control and big shareholders' infringement of rights, which are problems ubiquitous in listed companies, indicate the imminence of corporate governance.Under these circumstances, the independent director system has been vigorously promoted in the security market in China in recent years. Board of directors is a core platform for corporate governance. Shareholder meeting - board of directors - the management, this sequence of voting and authorization hierarchy is clearly observable in the chain of corporate governance for listed companies from both legal and logical perspectives. The main value of independent directors becoming part of this sequence is to balance and monitor insiders including the management, and strengthen the independency and improve the efficiency of the board.Starting from a study in the functions of the independent director system in corporate governance, my thesis emphasizes a exploration in why, after following practices of US and other maturity markets, independent director system has unexpected low efficiency in China. The thesis has 9 chapters, 170, 000 words, and can be divided into three parts. The first part is the guiding discussion and final conclusions. The second part, from chapter 2 to 6, explores the role of independent director system in corporate governance. The third part, from chapter 7 to 9, analyzes the phenomenon, causes and countermeasures of low efficiency of independent director system of listed companies in China. Prisoner's dilemma model, signal theory and information asymmetry theory from the Game Theory, and board indogeneous model are used to analyze the causes for low efficiency. For countermeasures,systematic policy suggestions are brought forward from perspectives of the basis for balances, board structure, independent director admittance mechanism, duty and responsibility system of independent directors, incentive mechanism for independent directors, and appointment and removal mechanism, etc.