The Research On Independence Of Independent Director

Independent director system is one of the effective means to strengthen the independence of directorate and to improve the structure of corporate governance, and the independence is the core issue of this system.In China, the independence of independent directors does not reach the desired objectives; as a result the positive features of the system have not been fully realized."Agency cost theory"and"differentiation of the directorate function theory"in the UK-US common law, is the basic theory for the independence of independent director. Based on those theories, it is necessary to analyze the independence of independent director from the legal definition of the standards for independence, the empanel method of independent director, the safeguard mechanism of independence, the proportion of independent director, the professional liability insurance of independent director, the nomination mechanism of independent director and so on.The following problems exist in the independence of independent directors on the legal regulation, the imperfect legal system of the independent directors; the imperfect legal definition; the qualifications, the nomination, the dismissal, the remuneration and other aspects of independent directors cannot guarantee the independence of independent directors. These problems due to the shareholding structure"Only Big Stock ", the scarcity of independent directors'resources, the right to decide the remuneration depending on major shareholders, the small proportion of the number of independent directors and so on.It is important to consummate the legislation for the independence of independent directors."Independent Directors Byelaw"should be put in practice as soon as possible. Firstly, the mechanism of qualification and choice should be improved to chop up the trade relationship between independent directors and the company and to refrain the problem"favor director". Secondly, the regulations should be established according to the request the independence of independent directors based on the tenure, the salary, the information acquisition and so on. the tenure of independent directors should not be too long, generally not exceeding three years; The management of salary must establish the independent director salary fund, and pay independent director's salary according to the short-term drive and the long-term drive ; From the information acquisition aspect, the independent directors should be entrusted with more rights, for example, the right to consult holding shareholder, the interpellation right and so on, and should establish communication channel with the small and medium-sized shareholders. Thirdly, we must establish the mechanism of motivation and the mechanisms of restriction to full play the important role of the independence of independent directors. Through the establishment of reputation motivation, reward motivation, control right motivation and risk motivation and other measures to improve the enthusiasm of independent directors and enhance its right. What is more, at the same time it is necessary to restrict the independent directors on the legal, market, and other aspects, to regulate their right to a certain extent. Finally, based on the organizational system, it is proposed that we should increase the proportion of independent directors in directorate, strengthen personnel training, and establish consummate organizational form of independent directors.