Research On Legal Safeguard Mechanism Of Independent Director's Independence In China

In recent years, with the expansion of the scale of China listed companies, all sorts of corporate scandals repeatedly appeared. The appeal of perfecting corporate governance mechanism is increasingly high. Our new company law goes with the current of the times, in 2006. The introduction of independent director system is aimed at resolving the problems of our listed enterprises such as the lack of regulatory. However, the effect of the system of independent directors in our implementation is unsatisfactory. In practice, there are many independent directors have become "vase directors". The problem of role falsified of independent director is getting more serious. Only that fully guarantee of the independence of the independent directors can realize the rights balances between independent directors and the board of directors and shareholders' checks, perfect corporate governance of company, protect the interests of small and medium shareholders.This paper starts with the independence that is the essential attribute of independent directors as the breakthrough point. It analyzes the problem of the current legislation in the part of guarantee of the independence of the independent directors based on the definition of independence. It also studies the foreign legislation in the provisions of the relevant aspects. With the successful experience of other countries for reference, I propose countermeasures on the problem that how to guarantee the independence of the independent director. The paper can be divided into following five chapters:The first chapter mainly sets a general concept of Independent directors. It discusses the concept of Independent directors, introduces many different Legislative models in the world, and analyzes the function of independent directors and the value of the independent directors.The second chapter is about the performance of the independence of the independent directors. First, it analyzes the two parts (target and content) contained in the directors'independence. Second, it analyzes three levels of directors'independence concluding independence of shareholders, independence of company, independence of administer. Last, it analyzes the content of directors'independence about qualification, interests and will.The third chapter is about the fault of the Guarantee mechanism of directors'independence. It mainly analyzes the present legal system framework of the independence of our independent director. And it points out main problems existed our country independent director system from four aspect: no independence of qualification, no independence of selection system, no independence of salary system, no independence of exercising their powers.The fourth chapter is about the foreign legislative design of the independence of independent directors. The study of Legislation on the independence of independent directors of foreign guarantee system design is carried out from three aspects: the independence design of qualifications, the independence design of selection, the independence design of incentive system.The fifth chapter is about the improvement of the guarantee mechanism of the independence of independent director, according to three aspects: perfecting independent director's generation mechanism, perfecting the independent director's salary system, coordination the conflict of power of the directors and the board of supervisors. It puts forward suggestions such as cultivating independent directors'personnel market, setting up the nominating committee specially, introduction of cumulative voting system and voting rights avoidance, adopting indirect salary system and floating salary system, constructing the dual supervision system mainly board of supervisors'supervision and secondarily independent directors'supervision and so on.