The Comparative Study Of Sino-US Independent Director System

In 20th century, an important part of American corporate governance reform being to set up independent director system, whose intention depends on the sharpening supervises tier of company management control, to reach the purpose protecting the company and shareholder benefit. The independent director is to refer to the member of board of directors who removes the executive director, the director who is connected, the gray director, that is, the independent administration in the company does not exists tier, and the company the director who is not a full-time job having any grave effect of possibility it's the business and relation making the independent judgement out. Since self puts independent director system into practice, the"inside control"problem that USA there exists in company middle has got very big improvement, it can be seen from it that the independent director protects shareholder benefit value location face to face. Ever since, independent director system enters ken of the common people, becomes one kind of choice that the perfect company governs in every country.Since the late 20th century economic system reform, China's corporate governance structure will be to make a change, transplantation is the independent director system reform, a measure of corporate governance mechanisms. However, the practice of independent director system in China situation, play an important role in the U.S. independent director system in China is basically doing nothing, did not realize my original intention of the system migration. What causes it? Independent Director System in China's system of setting unreasonable or does not exist in China to implement the independent director system environment? It is based on a consideration, the author attempts to contrast the independent director system in China and a successful implementation of the independent director system in the related system of countries in order to find our implementation of the independent director system failures, and thus improve the system of independent directors to make recommendations and have some corporate governance reform in China. This theme and is divided into five parts to start discussion:Article introduction starting from an overview of independent directors, independent director system was introduced to solve this problem of corporate governance measures. And then pointing out that the implementation of independent director system differences, the article by Chen to discuss the issue - why the independent director system in China is difficult to perform its functions? And pre-illustrated article, analysis of structure and methods, that is, by comparing the American independent director system in the system settings and institutional environment differences, seek independent director system in China's transplant failure.The first part of the article, the author set the level of contrast in the American system of independent director system, analysis of similarities and differences between the two to find the independent director system in China in the shortcomings set, perfect for the following proposed recommendations of the Independent Director System in direction. Because the United States involving the relevant provisions of the independent director system, and there is no uniform legal texts, but mainly in the states Law on conflict of interest provisions of the relevant transaction. Therefore, this most famous of the United States, "Turner Washington State Law," for example, China Securities Regulatory Commission in August 2001 "issued by listed companies on the establishment of independent directors in the guidance system," the relative ratio of independent directors to analyze the institutional arrangements of Sino-US differences and similarities. Firstly, the two countries from two aspects of the same point independent director system, and the two countries are based on the protection of shareholder interests in corporate governance for this reason the system set up independent director system, and take the company's internal control Another reason is the mechanism of the two companies control mechanism of the original failure. Secondly, the paper analyzes the United States in the legislative purpose of the independent director system, independence requirements, selecting the right system and the independent directors to exercise their rights and the protection mechanisms, so the distinction, pointing out that the independent director system in China to set up the inadequacies in the system.Implementation of a system failure can be roughly divided into two aspects, one system set unreasonable, and second, the system is running a problem. Therefore, in the first part of the second part, based on further comparison of American independent director system in the institutional environment differences, in order to analyze whether there is suitable for our system of independent directors to run the system environment. In this section, the authors first summarize the reasons for the United States generate independent director system and to analyze the system environment on which to run. And on this basis, by comparing the American independent director system in the institutional environment differences, Pointed out that the independent director system in China there is no need to run the system environment. Specifically. First, in the economic field, the Independent Director System and dispersed shareholding structure is suitable, but a serious focus shareholding structure on Listed Companies in China; Second, the political culture, the independent director system of democratic expression to the U.S. strong Chuan Tong and liberal spirit, and our enthusiasm on the concentration of power will inevitably lead to concentration of control of listed companies feel good, but also on the use of independent directors on the company's management system to monitor and restrict who resented the attitude; Third, in the company's control mechanism, the independent director system is the company's external monitoring mechanism of an internal replacement. Listed companies in China is because the existing internal control authority - Board of Supervisors is difficult to achieve the purpose of internal control, only to force institutional change, migration independent director system. Independent director system and supervisor of the system, functions will overlap and conflict; Fourth, in the internal governance structure, the independent director system is a "single system" sound internal governance structure. In China, the concentrated ownership structure, the use of the dual system of corporate governance, Supervisory Board and Board of Directors under parallel exists in the general meeting of shareholders, board of supervisors of such an independent monitoring body is the company's major shareholders control the board to check the results. in this case, transplantation independent director system, surely may make an independent director monitor mechanism in the inside of this one company because of leeching on to a company manage tier but have no way to remove the strong stock holder interfering with , remove the result monitoring less than the inside thereby ; Fifth , the independent Director System, the U.S. judicial system has a special role in promoting. In China, the independent directors of the association to make a fair judge whether the transaction and not a substitute for judicial review the Court, even as our Independent director system in the right set of independent directors on the irrational, so the court was unable to invoke the relevant rules.The third part is the first article in the first two parts of the summary, that restrict the Independent Director System Summary functioning factors, and on this basis, a complete set of independent director system in China. Meanwhile, China's transplant system in this case made of independent directors to evaluate and draw some inspiration and Corporate Governance: Breaking the "path dependence", transplant independent director system, forced changes in its corporate governance system can not solve China's Listed Company problems.Conclusion was further part of the preceding summary of the final draw: Any corporate governance model as long as their own economic realities and political and cultural background of fit, while the system itself runs to set reasonable and appropriate, can be a very good operation. Government does not need to be forcibly transplanted under the other a corporate governance system to improve its corporate governance, or often because there is no compatibility between the system and with the structure of the system caused by transplantation of its system of values can not be achieved.