The Existing Drawbacks Of Independent Director System In China And Improve The System

Independent director system refers to an independent outside board directors to act as a certain position, form a management oversight and constraints, Mainly to overcome the company's Board was the controlling shareholder and management control to go against the interests of all shareholders and the company as a whole the disadvantages, thus improving the corporate governance structure, and maintain all the investors and the company's overall interests of shareholders and the company to achieve maximum value. Independent director system originated in the U.S. corporate governance system.The choice of British and American independent director system from the company after the separation of ownership and control, the company controlled by management, the company's right to an imbalance in the structure, in order to balance the management, safeguarding the interests of shareholders and reduce agency costs, the establishment of the independent directors to exercise oversight function. Governance structure of China's "dual system", Board of Supervisors is the company's statutory oversight bodies. Governance structure of China's "dual system", Board of Supervisors is the company's statutory oversight bodies. The introduction of independent director system in China, initially for the company to introduce overseas listing and passive, but in practice, the independent directors of the board of supervisors has not demonstrated the value of its with the "independence" and the professionalism of the board of supervisors of the defect and improve the corporate governance structure, balancing controlling shareholder and "internal control" played an integral role, therefore, the final independent director system in China as "Company Law" in the form has been confirmed.However, the introduction of independent director system in China a short time, so there are still many disadvantages. First, because the current legal system is not complete, supporting laws and regulations promulgated slow, so that the independent director system of legal norms system imperfect, so, the independent director system in power, justice, responsibility was inconsistent, not specific, a serious obstacle to the independent director system into full play. Ownership structure of listed companies at the same time as the "Big Stock" and our deep-rooted traditional culture, which makes the external environment of independent directors are difficult to fully exercise their powers to play their effectiveness. Therefore, in order to smooth implementation of the independent director system, so that the effectiveness of play expected to be complete on the independent director system.Stones from other hills may serve to polish jade. United States, as the birthplace of the independent director system in the establishment and improvement of independent director system has a mature experience. American independent director system and therefore the focus of the content of assessment and reference is significant. Of course, the independent director system in the development of the United States is not plain sailing, there have been such as Enron and WorldCom and other cases that shocked the world, these cases reveal the shortcomings of American independent director system, which is also when our attention in the establishment of our independent directors system process, to better bring the light of their actual conditions, learn successful experience of other countries, draw lessons of failure of other countries, and constantly to perfect the system of independent directors of listed companies.Independent director system in China at present, an urgent need for the national legislature, non-governmental self-regulatory organizations and listed companies jointly own the active cooperation of three, the sound system as the focal point of independent directors, independent directors elected by a mechanism independent directors of the incentives and constraints mechanism for protection of the rights of independent directors to improve the mechanism, so as to improve the status of independent directors at this stage to maintain the proper "independence", to protect their basic rights, to give full play to their supervisory role, to enhance their participation in decision-making role. Especially in the present stage, the ongoing corporate governance reform of the securities market is booming, in addition to large public companies, smaller companies are also listed on the GEM concentration process, a sound system of rapid independent directors introduced, for the maintenance of all shareholders and the interests of the company of great importance. From the global point of view, the independent director system improvement and development, maintaining economic stability and prosperity of our country also has an irreplaceable role.