Study On Several Issues Within The Independent Director System

The independent director system came into being under the one orientation corporate governance mode in western countries such as Britain and American.And it has become one of most effective way to solve the problem of the controlling shareholders or the insiders,through decades of years,exploring and practice.So in order to reinforce interior supervision and to perfect the decision making mechanism, more and more countries which build two orientation corporate governance mode, applied this system.China also applied this system in the early of this century.And as this system be a part of ,the argument about whether this system should be applied finally settled.Therefore,as the is about to come out,it is important to think about how to make the structure of this system more perfect and reconcile this system with those regulations already exist.This article aims at probing into an effective approach on establishing and perfecting our country's independent director system by comparing independent director system in some typical countries and regions such as the United States,the United Kingdom,Japan,Korea,Taiwan and Hong Kong.The article includes three parts:the fore word,the main body and the conclusion.The main body consists of four chapters.Chapterâ… mainly introduce the theoretical bases of the independent directors system,include:the conception of independent director,the difference between some pertinent conceptions and the origination and the evolution of this system.Chapterâ…¡mainly systematically introduces independent directors system in several representative countries and districts(the US,the UK,Japan,Korea,Taiwan and Hong Kong).And the definition of "independent",selection,appointment,rights, obligations and payments is a point in the point.The independent directors system originates from the United States,and there it is the most mature.So,American experience is a point in the point.The UK also had a unitary board structure. Independent directors system are also extensively promoted.Three reports,Cadbury Report,Greenbury Report and Hampel Report,are the most representative and have universally been carried out.And the writer introduces independent directors system in the three reports.In.Japan,Korea,Taiwan and Hong Kong the independent directors system is wholly introduced from the UK and USA.Because of the great difference in capital structure and corporate governance pattern between these areas and America,the system made the homologous changes when introduced.The most important change is that the independent directors have to be independent of the administrators and of the main shareholders at the same time.In China the independent director system is also introduced from the UK and USA,and the corporate governance in China is similar with those four areas.So it is useful to have a comparative study.Chapterâ…¢detailedly analyzes the fault of our independent director system of the listed companies.According to the present situation of establishing independent directors system,there is some effectiveness but still lots of problems.For example, the independence is difficult to achieve;it is nominal;directors hold too many part-time jobs;the information dissymmetry interferes;the obligations are inconsequential;the relationship with supervisors is not good.Chapterâ…£According to many factors of independent director system construction in the listed companies in our nation,the writer puts up some speculation to perfect the Chinese independent directors system.