The Research On The Surveillance Function Of Independent Dirctor System In The State-holding Listed Companies

The State-owned enterprises holds the pivotal status in our country economy, but in the process of transition of State- owned enterprises to a modern enterprise , the Corporate Governance face many special problems, the most prominent issue of two aspects: First, because equity ownership is highly concentrated, "Big Stock" in prominent, often caused by major shareholders had improperly associated with trading against the interests of small shareholders, and even occupation of property of the company. Furthermore, the restructuring of the traditional state-owned enterprises listed on the separation of ownership and management process owner unknown problem occurred, thus creating a single state-owned investment entities of an agent monopoly advantage, the phenomenon of internal control highlighted. The independent director system as widely adopted in many countries improve their corporate governance structure as an important measure, in theory, through its oversight function of effective occupation of minority shareholders against the interests of major shareholders and internal control risk. However, listed companies in China in 2001 introduced a comprehensive system of independent directors, the independent director system is far from the desired feature, so its in-depth study has very important research value.This article from the independent director system monitoring function of the angle cut into the independent director system in-depth study of the system, in order to promote our independent director system and improve corporate governance to provide theoretical support. Paper will focus on the following questions to conduct a study: The first is state-controlled governance structure of listed companies there is a problem of major and independent director system in the state holding listed companies corporate governance in the possession of what kind of position? Second question is ,Theoretically, the system is to monitor the performance of independent directors to play the conditions to be met? The third problem is of independent directors in the state holding listed companies in terms of oversight function of the reality of how to play? The fourth problem is how to improve the system of independent directors of listed companies in China to monitor its function into full play. For the first question, this article clearly that there's two most serious problems existing in the state holding listed companies :"the interests of minority shareholders a large shareholder expropriation" and "internal" control , and make independent directors on management for real supervision to prevent these two problems. On the second question answer,we think, This method of using game play were the independent directors supervision "large shareholder expropriation minority shareholders interests" and "insider" control the functions of the conditions required to meet depth and systematic study, found the oversight function played by the specific conditions to be met, On the third and fourth question answer, this paper analyzes the function of independent directors to play the actual conditions that the existing institutional arrangements related to and can not fully meet the needs of independent directors to meet all the conditions of play, restricted the independent director system function into full play. Then, according to the functioning of independent directors to meet the needs of specific conditions, puts forward a number of optimizing the function of independent directors to play a response.