The Analysis On The Perfection Of The Independent Director System In Our Company

China's listed companies have left behind a lot of deep-rooted problem in the process of joint-stock transformation and listing. Such as the lack of independence of the Board of Directors, the functions of the board of supervisors is not fully exerted etc. These factors indicate that it is a difficult task to build and perfect the corporate governance structure at the motherboard market in our country. Therefore, it has important practical significance. To introduce independent directors for listed companies to improve our country's corporate governance structure in my country's board of directors of listed companies.Independent directors system is a relatively mature law system in anglo-american Countries, and is also key content of the running of common law corporation. Its main functions are to realize effective supervision on operations through independent directors set in companies, to avoid over-all control by insiders, Those decisions are scientific and democratic. Bringing independent directors system into domestic listed companies is a significant step to build up scientific operation structure, to avoid over-all control by insiders, and to protect the interests of middle-and small-sized shareholders. At present, the establishment of independent of directors system in domestic listed companies is just underway, legislatively or practically."Instructing opinions on the establishment of independent directors system in listed companies"decreed by CSRC on Aug 2001 marked the official establishment directors system in our country. The"Instructing opinions"made primary regulations on the concept, service conditions, rights and obligations, and selection system of the directors. By now, independent directors system has been practiced in many listed companies, but there has been no ideal effects, independent directors in some listed companies are no more than a format, and are actually not independent. In the face of major cross-linked deals between controlling shareholders and directors , they sent into listed companies. operators and managers and companies, many independent director didn't supervise and restrict the dealings as they were supposed to. It is not rare that middle-and small-sized shareholders are damaged by major shareholders and their agents. The main reasons that independent directors in domestic listed companies failed to fulfill their responsibilities lie in that there are defects in the original design of current independent directors system in our country, selecting procedures of independent directors, service qualifications, work mode, rights and accountability mechanism and relations with board and inspectors. In a word, our country needs mature independent directors system.