Think On Introducing The Independent Director Regime Into The Listed Company Of China

The countries all over the world concern the company manages, because the difference of historical tradition, culture background, political economic system demonstrate that there is a different company control mode far apart in various countries. In different periods for economic development, the control mode of various kinds of companies was successively playing different leading roles. At present, the independent directors regime is produced, developed in U.S.A., do well in the countries of legal systems of Britain and U.S.A., transplant to the whole world, indicate , it has enormous value , vitality and superiority , as a kind of innovative achievement , have outstanding value to company's administration structure. It is a course step by step that our country introduces the independent directors regime, it was a formal regulatory file that China Securities Regulatory Commission issued instruction about setting up the independent directors regime in the listed company on August 16,2001,it has direct influence to perfect the administration structure and standardized operation on the listed company. This article tries to think deeply introducing the independent directors regime to the listed company of our country, introduce the independent directors regime briefly, analyze its value, combine the administration state of the listed company of our country and independent director's operation in our country, put forward the suggestion on the development of the independent directors regime in our country. The first part of the article has explained the value and function of the independent director's regime. First of all, introduce the independent director's regime briefly. For better understanding independent director, comparing and defining several similar terms. Independence is basic nature of director independence, independent director most basic, central character, it is the most important character of the independent director's regime. This text passes all kinds of definition standards and understanding that accord with to independent director's "independence ", we can better understand"independence "of independent director. The independent director is not the isolated things, it is made up of several systems, understand the basic framework of the foreign independent director's system, and we can understand how to operate the independent director's regime. It includes the independent director's qualification system, the independent director's appointment and removal system, the independent director's right and salary system. Secondly, explain the value and function of the independent director's regime. Because independent director and Supervision Committee have the same parts on the functions and powers, compare to independent director and Supervision Committee, we can be clear the function of independent director. The independent directorsregime, as a kind of innovative achievement, its outstanding value is shown in the following several aspects: It forms the valid mechanism to balance company's administration structure; It perfects the quality of the board of directors; It promotes the objective , overall , accurate , prompt disclosure company's information of listed company; It remedies the theory defect of the traditional company's administration structure in the mainland legal system and Britain and U.S.A. legal system countries. The second part of this text explains the necessity of the listed company of our country introduce the independent directors regime. This part proceeds with two respects: current situation and attitude toward the independent director's regime of our country which the listed company of our country manages. The Company management meets a lot of same difficulties and questions which other countries'companies meet, the listed company has many insufficient and defects, tell people to make the innovation in theory and practice on the introspection on company's administration structure. The introduction of the independent directors regime in the administration structure of Chinese company, strengthen supervision mechanism, improves the management of company, it is a kind of new exploration. Practice of the independent director's regime in our country is not very good; it should to be perfect in many aspects. The third part introduces several questions of theindependent director's regime after introducing to the listed company of our country. First, the qualification question of the independent directors regime in the listed company of our country. Including two respects: the independent director's positive qualification and passivism qualification, the present regulation on these two respects in our country. The article thinks about the law on the independent director's regime in our country, analyze it, and put forward my own suggestion. Second, the select question of independent director's system in the listed company of our country. Include nominate question, election question. This article combines the regulation of our country's present law, analyze it, and put forward my own suggestion. In our country, the independent director in the listed company can only be elected by the shareholders' meeting. I think electing the director is a basic right of shareholder through the shareholders' meeting, it can't be deprive. While drawing lessons from the related shareholder avoid on the related trade, require the holding shareholder to avoid when nominate the independent director, but the candidate, still have the right to vote to be the independent director which the non-holding shareholder nominated. It has analyzed the advantage of the accumulative vote system; I propose the independent director selection adopt the accumulative vote system. Third, the salary question of the independent director's system in the listed company of our country. Including two questions: the decision organ of theindependent director's salary, and form of the independent director's salary. About the decision organ of the independent director's salary, the independent director is a director of the company; his salary can only be decided and paid by company. I propose the independent director's salary should be made by the salary committee, salary committee is composed by independent directors all or main, decide by shareholders' meeting finally. I think, about the form of the independent director's salary, first, it may not reduce independent director's working enthusiasm without implementing the stock option; second, it doesn't make the independent director lose independence by implement the stock option. Fourth, the independent director's obligation question in the listed company of our country. The independent director has the duty of care, duty of faithful and duty of disclosure to company or the shareholder wholly. About the duty of care: under normal conditions, the independent director has the same duty of care as ordinary director, but his duty of perseveres is lower than that of the ordinary director, he can proper trust the information that the company and intermediary offered. About the duty of faithful: generally, the independent director has the same obligation as ordinary director. About the duty of disclosure: it is meaningful, the range is relatively wide too. The fifth, the independent director's responsibility question in the listed company of our country. This article discusses the civil liability of the independent director, including to third...