On Listed Company's System Of Independent Director In China

Coming into being in 1940s, the system of independent director is newly established to perfect the corporate governance structure. Having greatly developed in western countries like America and the United Kingdom in 1970s and 1980s, it has become an international trend since 1990s. With its introduction into the stock market, many countries followed the steps and a revolution of the system of independent director ensued. It is introduced into China in 1997 and the newly amended Corporation Law confirmed the status of the independent directors. But after the introduction, the expected effect failed to come. The independent directors couldn't effectively restrain the company's administration and protect the right of the stock holders. Even nicknames were given to exemplify their inefficiency. How to successfully introduce the system to the listed compa(?) to make the union of power compatible with the duality of power and to bring the function of the system of independent directors into full play are issues calling for thorough research in our country. A thorough study on these issues is essential to improve the system, optimize the governance structure, raise the company's administration efficiency and protect the right of the company especially that of the minority stock holders. Using theoretical analysis, empirical research and on the base of a variety of materials, this essay gives a detailed description of the system of independent director in countries of the two legal systems. It sums up thecomments from experts at home and aboard on the system, and analyzes completely and thoroughly the background of its introduction into China and the problems existing in its assimilation and also some suggestions to solve the problems.