The Perfect Of Independent Director System With Chinese Characteristics

Independent directors as a system to prevent an internal control, improvecorporate governance structure of listed companies, institutional arrangements toprotect the interests of small investors, which origins in the United States and Britain,and other countries, and nearly 20 years of practice has received considerable results.Supervision and balance of independent director system has been established in theWest as a good corporate enterprise management model of the basic principles. Ourcurrent corporate governance, the existence of some conspicuous weaknesses, such asthe excessive concentration of stock ownership, and from highly dispersed shareholders,the Board of Trustees and the board of supervisors in the major shareholders say, themanipulation of the controlling shareholders, and shareholder interests are notguaranteed;Serious internal control issues, managing director and general manager ofthe combined, inevitably produce moral hazard;The board of supervisors functionalweakening;The lack of independence, director responsibilities for inconsistencies, andsoon. In such cases, improve corporate governance structure, strengthen the checks andbalances within the company and were mounting. the "Company Law" revised in 2005will be formally independent directors as a formal system set down, but simplyprovides specific measures set by the State Council, currently only "guidance" moredetailed provisions of the independent directors of the rules, but only look at the currentsituation, the "guidance" is not enough detail provided perfect, the need for morein-depth exploration. Western learning advanced experience in corporate governanceand independent director system, carefully study our current situation, both in theintegration of China to find a corporate governance structure suitable to the nationalconditions of China and the independent director system improvement methodology isthe purpose of this lie.The principal of the definition of independent directors and define theindependence of the elaborate, from the perspective of international comparativeanalysis of different models of corporate governance national system of independentdirectors origins, development and the UK, Germany and Japan oversight mechanismscomparative study, and analysis of the independent director system in the course ofdevelopment of our country and this problem, In the former, on the basis of acomprehensive analysis of the building of the independent director system features anumber of useful recommendations and exploration that we can model in the light ofJapan, the establishment of the board of supervisors system and the system ofindependent directors choose system for flexible adaptation to the differentrequirements for the development of the company.