The Research On The Perfecting The Independent Director System In Listed Company In China

Independent directors, as one specific group of directors, distinguished themselves from general directors with their inherent characters, especially the feature of"independence". As an important part of corporate governance, The regime of independent director came into being at the beginning of 20th century when the corporate governance structure in U.S. transferred from the"shareholders centralism"to the"directors centralism". During that period, shareholders played a weakening role in the corporate business and the phenomenon of"insider control"went out of control continually, concomitant with the malfunctioning of the board of directors. it plays an important role in the corporate supervisal and balance, can promote the company and keep on the benefits of small shareholders in development and guarantee to have important meaning .The regime of independent director has different functioning orientation in different corporate governance systems. The corporate governance in U.S. and U.K. provides a good reference to China during our establishing a regime of independent director. However, China should take into account its own specific situation when transplanting the independent director system, especially the reconciliation of independent directors and board of supervisors. Only this can we achieve original intention of implementing corporate governance, protecting the interest of the minority shareholders which our country introduce the system.This article is separated into six parts: In the first part, the article simply introduces the background and significance of research. In the second part, the article induces the positive study results of the Independent director system both in china and foreign countries. In the third part, the article development process of the corporate governance in the U.S., then it expounds how the independent director system produced, finally it introduces the development process of the independent director system in foreign countries, and simply expounds why our country transplants the independent director system, and then produces the development process of the independent director system in China. In the forth part, According to the data materials collected on the listed corporations in JiangSu province, the article produces the present situation of the independent director system in China. In the fifth part, the article analysis the problems in detail, which exit in the process of our country transplanting the independent director system. In the last part, according to the study results the writer gives some policy suggestions. In the transplanting of the independent director system, we must consider the present situation of Chinese corporate governance, then innovate and design the regime rationally, finally improve the efficiency of corporate governance in China.