Further Research On The Implementation Of The Plight And The Reconstruction Of Independent Director System

Independent director system is an external system with Chinese characteristics, and it's main objective is to improve our listed companies'situation-"due to the dominance",the controlling shareholder of checks and balances the internal controls people and improve our corporate governance structure. However, in current practice, there are still many problems in the independent director system, leading to its failure to fully play its due role. The new "Company Law" amended in 2005 formally established the legal status of independent director system in our country.In this context, further study of the development of the independent director system to solve the difficulties and problems appears the great significance.This paper aimed at the outstanding problems of independent directors system,which occured in our corporate governance practice, combined with the legislative practice, analysed the main factors that affect the functioning of independent director system,explored and proposed solutions to this problem.This paper is divided into four parts:the first part is a general overview of independent director system, including independent directors'meaning,function, generation and development, and the main points in the existing theoretical circles and practice, and proposed the necessity of the independent director system's building in China; the second part summarized the legislative practice of the independent director system, explored the corresponding legal issues of the independent director system, which related to its independence and the associated supporting systems, such as the emergence of independent directors, it's powers, duties, responsibilities and salary levels and so on, analysed and explained the legal regulatory status and defects of these problems. The third part investigated the relationship and problems between the independent director and board of supervisors; the last part of the text proposed the former independent director system's problems for the legal related measures and recommendations.