| Over 30 years it has been proved that, as an important component of the modern corporate governance structure, independent director system (IDS) has played the generally acknowledged positive role that can't be replaced in enterprise' s operation. Now, IDS, the important action that strengthens corporate governance in the mature market, has already become the common choice of countries, certainly with no exception of China. On August 21st, 2001, Chinese Securities Regulatory Commission issued the Instruction about Setting up Independent Director System in the Listed Corporation, which indicates that our country began to set up independent director system in the listed corporations. So far, our country has introduced and implemented this system for about 3 years. But can ID act practically according to his functions and powers? Will he realize the original intention that legislators introduced this system? Can the localization of IDS in our country be realized? As for these, theoretical circle has different opinions.Firstly, this essay has commented how the IDS evolved from history view, then investigated the theoretical basis of the IDS's origination and existence by use of principal agent theory, modern incomplete contracts theory and transaction cost theory. At the same time, this essay has briefly appraised the development of IDS all over the world. Secondly, this essay has systematically analyzed the current situation of the implementation of the IDS in China together with the existing defects, and has also deeply analyzed the deep obstacles those prevent IDS from effectively operating. Lastly, combining with reality closely, this essay has tried to put forward countermeasurable opinions and suggestions for constructing unique IDS with Chinese characteristics from the perspective of system, company, individual and society, etc. in the purpose of offering thoughts that can be adopted to constantly perfect the corporate governance structure of listed companies of our country. |
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