Research On The Independent Director System In Listed Corporate In China

Independent director system is an effective measure to control and balance the power between executive directors and managers in order to optimize the governance in listed corporation. Since 1990s, the independent system has been viewed as an important content to regularize and optimize the governance in many developed countries of the world. In China, in order to expedite establishing appropriate governance structure, avoid being controlled by the inner and protect the shareholders as it was done outside, we then began to introduce and apply this system that has become a central issue in research of corporation laws.This thesis comprises four parts.In the first part, on the basis of summarizing the mature overseas independent director system, the author analyzes the theories why it can exist and develop, in which it includes the evolving history, the reason why it come into being in western countries and why it is introduced into our country while supervision system has been in existence, as well as the defects of it. Through the profound discussion, we catch the theoretical fundamental on why the independent director system should be built here in China and how to develop it.In the second part, after discussing the typical corporation governance in USA, German, Japan and Britain, the author analyzes the situation, the growth trend and problems of the independent director systems in some typical districts and countries. It is essential to summarize the experiences of other countries lor building and optimizing this system in our own country.In the third part, current situation of the corporation governance and existing problems, such as improper shareholder rights, being controlled by the inner, the titular boards of supervisory, unsatisfied legal environments are all discussed in particular. Especially, many sensitive and urgently problems in the applying of the independent director system in our country, such as the overlay of systems, the independence issue, the motivation and restriction mechanics are presented.In the fourth part, the essential part, considering the matter of fact of our listed corporation and referring to the experience of other countries, the author deeply discussed those problems mentioned yet in the second and the third pan. Some advice for the effective operation of the independent director system in ourcountry is also proposed, though controversial.