Study On Function Problems And Solutions Of Indepent Directors In Listed Companies Of China

The establishment of the system of independent directors of listed companies in China will help improve the corporate governance structure. However, we note that the current independent directors failed to play its role by practice; controlling shareholders of listed companies still seriously abuse their authority and violate the interests of companies and the minority shareholders. How to improve the system of independent directors for the normal function is the basement of this thesis.Independent director system started from the United States, whose sharesis decentralized in a high degree; managers are on the dominant positions.However, there is high concentration of shares of listed companies in China. The controlling shareholders manipulate operations and the Board of Supervisors is ineffective. Compared with the United States and Britain, there is a big difference between the governance management environment, so we can't completely copy foreign independent directors. It's necessary to combined special issues of China and to reform the system of independent directors, make it functions well. Domestic experts and scholars expressed their opinions on improving the independent director system, but with little systematic analysis in their article. The thesis creatively put forward "systemic independent director system" and its main content is based on system theory. From "functions, elements, structure, environment" four sides, the thesis analyzed independent directors' practice in China, discovered problems and gave more systematic and comprehensive countermeasures.According to the function of supervising the major shareholder and management, based on holding shareholders authority abusing and the ineffective Board of Supervisors, refer to foreign successful experience, the thesis improved the qualifications of independent director, electing procedure, distribution of authority, incentive and restricting, related environment. All these measures have coordinated mechanism so that independent directors can truly represent the interests of all shareholders, especially interests of the small and medium shareholders.