Comment On Legal Guarantee Of Independent Director's Independency In China

With the development of economy and society, the modern corporation system has been established and consummated gradually. The core of modern corporation institution is the normative corporation governance. At the present time, many corporations are seriously controlled by insiders, so the Board of Director takes orders from the substantial shareholder. The stipulation of the Independent Director has been incorporated in the newly revised Corporation Law now. It demonstrates great importance to improving the quality of corporation governance, and to protecting the benefit of the middle and minority stockholders. But how to guarantee the independency of Independent Director and unleash the function of Independent Director in the practice remains the main problem for us to make research. Generally, independency is the soul of the stipulation of Independent Director, so the core of consummating the institution of Independent Director is how to establish and improve the law system.The essay is designed to four chapters. The first part is gross discussion. It not only expounds the concept, feature, background of generation and the necessity of existence, but also demarcates the implication of the institution of Independent Director.The second part concentrates on the institution design of guaranteeing Independent Director's independency abroad. It mainly introduces the institution's generation, development process and the design of the institution abroad. It specially introduces the Independent Director's qualification, being selected, authority, obligation and responsibility respectively.The third part is about the research of the Independent Director's independency in China. The essay not only mainly analyses the development process and the present design of the institution, but also points out the main problem of the institution of the Independent Director.The last part is about the policy suggestion. The essay is trying the best to propose the policy suggestion of improving the law protection for the independency of the Independent Director, mainly through the angle of optimizing the external circumstance, dealing with the relation of the Independent Director and the Supervisory Board, establishing the normative procedure of nomination and appointment, consummating the stipulation of motivation and restriction, fortifying the self regulation.