The System Of Independent Director

The system of independent director was originated from outside director or non-executive director of U.S.A.. The main purpose of setting up the system of independent director is in order to perfect the structure of company governance, and to prevent inside executive directors and senior executives from colluding and forming"inside people control"to damage the interests of shareholder and other investors.Owing to the economic and political system, the phenomena of"state-owned share heavy"and"inside peoples control"in listed companies of our country are very serious. On one hand, holding shareholders hollow listed companies through related transactions and false capital. On the other hand, the administrative authorities of the listed company occupy the company property, damage the public and fatten the private for the sake of gains. Because of the control by inside people of the company, the board of supervisors is unable to play the role of due supervision. If just rights and interests of mass minority stock holders, the foundation of the securities market existing, can not be protected, the securities market is unable to be really set up. At this, CSRC(China Securities Regulatory Commission) proposes to set up the system of independent director in order to perfect the structure of company governance of our country. With regard to this system, opinions of the academia and social circles vary, unable to decide which is right. This thesis is also concerned with brief research and discussion to the system of independent director.This thesis is divided into four chapters altogether:Chapter one: The origin and current situation of independent director. Retrospect and summarize briefly the origin and current situation of independent directors, in order to have a clear clue about the development history of the system of independent director.Chapter two: The basic content of independent director. In this chapter, the author mainly make comparatively detailed analysis and study in the following aspects: the definition and evaluation regarding"independent character"of independent director, the functions of independent director, the election and remuneration of independent director, in order to have an overall understanding to independent director. On this basis, evaluate and inquiry into the system characteristic of China's regime of...