A Study Of Independent Directors In Listed Corporations Of China

Introducing independent directors into the listed corporations is an effective way to establish scientific corporate governance, avoid insider control, and protect the interest of the minority shareholders. Presently, the construction of the independent director system in listed corporations of China is just beginning both on legislation and on practice. There are many issues that should be solved, such as overlapping with present supervisory organs, the utility exertion, amount and independence of the independent directors, etc. Firstly, this article analyzes the conception of independent director, the writer does not think that non-executive director, outside director and independent director are the same conceptions, the three conceptions' extensions and connotations are different. Secondly, the writer analyzes the backdrops and reasons why the system of independent director arised and developed in the United States, and is operated successfully. The writer thinks that the function of the independent directors of the U.S. lies in their independence. So the independent directors can supervise and control managers efficiently. The system is adaptive to the capital-stock structure of the listed corporations, and it is self-disciplined improvement in the primary frame of the directors ' board. Thirdly, the writer analyzes the problem of introducing the independent directors to the listed corporations of our country. The writer considers that introducing the system will perfect the corporate governance of the listed corporation. The independent directors of our country should be independent to the large-block shareholders and mangers. This article also probes into the relationship of the independent directors and the board of supervisors. The writer thinks that it is not impossible for them to peacefully coexist: the independent directors can make up the shortages of the board of supervisors, and the latter can also supervise the independent directors. In order to perfect the construction of this system, it is necessary to intensify the operate mechanism of the independent directors, define the independent directors' functionsand their corresponding legal duties, create a nicer atmosphere of corporate governance, establish an effective self-discipline organization of the independent directors, and perfect the outside supervisory mechanism. Lastly, this article draws the outlines of the concrete systems of the independent directors, such as salary , nomination and election, authority and the system of decision-making sustainment,etc.