Study On The Problem Of Independent Directors System

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 directors 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 and independence of the independent directors, etc.The aims of this thesis are:(i) we'll set up independent directors system included supervisory board, and solve the conflict between them.(ii) It is crucial for carrying out independent directors system to assure the independence of the independent directors. So, the first question we'll solve is how to make independent directors independent in deed.(iii) we'll set up scientific reward motivation mechanism, carrying out mechanism and inside control system.According to the study on foreign practices and the circumstance of our listed corporations, this thesis leads to the following conclusions:( i) Most listed corporations are reformed by state enterprises, and capital-static structure is lopsided. The supervisory board of our country doesn't work. In fact, our board is "monistic system" board. So, it is necessary to adopt the independent directors system. (ii) It vails to improve accounting information quality and have positive effect on interior control, (iii) The function of independent directors is supervision, which has conflict with the function of supervisory board. But it doesn't mean the wrong of adopting the independent directors system. The author put forward the opinion of herself about coordinating the relationshipwith the supervisory board and fixing the position of its function accurately, (iv) We should give some reward to independent directors to make them passionate. The author put forward the opinion of herself about the settlement and the payment of independent directors reward.Based on the successful experience of the western countries and the current situation in China, author proposes the countermeasure of perfecting the independent directors system.I .Independent directors should be trained before working. II. Independent directors should have the right of knowing enough information. III. Setting up some motivation and restriction mechanism. IV. Fixing the junction of independent directors accurately. V.The self-discipline organization should be found to restrict the behavior of independent directors. VI. Carrying out independent directors duty insurance system. VII.Perfecting corporate governance on the basis of perfect independent directors system.