On The Existing Problems Of Independent Director System And The Perfecting Measures

The System of Independent Director (be called "SID" for short) came from US in the last stage of 1960s , in that time , many high managers and big shareholders of company took important positions , the controlling right became more and more concentrating , the companies were rigged by few internal people , all these led the function of supervision and management weaken , And it could not safeguard the profits of small stockholders ,and there was not board of supervisors in Anglo-American law .For the situation , US put forward the problem of " the corporation of company administration" , And posed many schemes of company administraton , of these schemes one important item was the introducing of outer director , it could restrict the right of internal people , thereby changed the aspect of the board of supervisor which was out of order , the outer director became the independent director . SID was the outcome of American modern enterprise institution . It made a effective work to the corporation administration of American and western countries . We worked out SID in our country , from outer environment to say , it was Europe and US especially US that have made great success , there were many experience which was deserved to learn , from inner cause to see , because In the course of establishing the institution of modern enterprise , as the influence of the planning economy and the special share stucture of " one big share " , there were many problems in company administration , board of directors was controlled by big shareholder , most board of supervisors could not work nomally , so introducing the independent directors , it can monitor the work of company , thus it can perfect the function of supervisingListing company.SID is a newly emerging things in China , it has many problems in many aspects , therefore it has not given full play to desired large effect . It has not been explained clearly in theory , such as the subject and object of .SID , the lawful relation of SID . the author studied the important topic with the attitude of seeking truth from facts , worked hard to find a SID which is suitable to our country's situation , promoting the improvement of the level of economic management in our country . this paper firstly explained The theoretical foundation of SID , introduced the emerging and developing history of SID , and analysed the existing problems , then dissected the essence of American SID , on the base of this ,I put forward the perfecting measures and the legislating conception , the legislating conception is my invention .