The Researches Of The System Of Independent Directors In America And England

《The Guide of Held Corporation Charter》 enacted by SEC of China in 1997, provided that held corporation could build independent directors if necessary. As the《Guide Suggestion about Building Independent Director System in Held Corporation》,《Corporate Securities Management Method》and《Guide Held Corporation Governance》(enacted by Shanghai Stock Exchange)was issued , they all have the prescript about independent directors. However, it is vague what the independent director is and how to constitute the independent director system in China. This thesis begins with the introduction of the origin and development of the system and proves the certainty that the system of independent director originated in England and America. It is also interprets the definition,comprising of the independent director ,its qualification standards as well as the criteria of the "independence" of the independent director. In the part of independent director's appointment and removal ,it clarifies how the director is appointed ,and the numbers of board of directors ,their term of office,procedures of resignation and removal. The key point is the system must guarantee the independent director should be objective, equitable and independent when making administrative and financial decisions .The main points discussed in the thesis is independent directors' power and liability. The author summarizes its six powers:determining corporation's business with inside directors, auditing corporation ,determining CEOs compensation,nominating inside directors and CEO,privileged power and other power according to 《the law of corporations》,《securities regulation》, and other related regulations . Through the analysis about independent directors power,we can draw an conclusion that it is consequent for independent directors have the power to oversee corporation's business and finance in single-level board corporate governance of England and America。Of course, the power of independent directors serves to scientific decision and highly effective management on the corporation. The liability is inseparable with power. Through analyzing the judgement and practice on the law of corporations of England and America, we known that independent director undertake the same liability with inside director. The liability of independent director is becoming more and more strict. Of course, owing to privilege, the liability of independent director can be removed and limited under certain circumstances. The distance of compensation between independent director and inside director is decreasing and the constitution of independent director's compensation is multiplying because of their exclusive power and strict liability. In fact, scholars criticized the system of independent directors in England and America more than 70 yeas ago since it emerged. However those would be helpful now to China as we introducing the system of independent directors. Finally the author is very positive of the system, and believes that the introduction and illustration of the system of independent director in England and America may provide experience and basis during the legislation of independent director system in our country.