Study On The Independent Director System Of The Listed Companies

With the implementation of Guidelines on Establishing Independent Director System in Listed Company issued by CSRC, the independent director system is playing an increasingly important role in perfecting the governance structure of listed companies System. Designing sound mechanism for independent directors has become an important subject for study.This paper, based on the theory of principal and agent, firstly points out that the independent director system is the requirement for further improving the governance structure of listed companies and standardizing their operation, and analyzes the intention introducing independent directors to the Board of Directors. Secondly, it introduces the connotation, right, responsibility, duty, legal characteristics of independent directors, and analyzes the reason for its rising abruptly and its system value. Thirdly, this paper gives an review on the building of the independent director system in our country and has a detailed analysis of present problems, including vagueness of understanding and function, imperfect of related laws and regulations, insufficient independence of independent directors, and the barrier of equity structure and information disclosure mechanism, etc. To overcome the defects that exist at present, the paper put forward some specific measures and suggestions, such as making clear functions of the independent director system, perfecting related laws and regulations, reforming the Board of supervisors, establishing self-discipline management, ensuring appointed qualification, reforming election and engagement mechanism, designing reasonable incentive and constraint system, etc.