The Research On The Legal Issue Of The Independence Of The Listed Company's Independent Director

The system of independent directors first appeared in the USA from the failure of early corporate governance arrangement. In the United States, scattered shareholders made the supervision of the management very difficult, in order to improve the efficiency of the supervision directly led to the birth of the system of independent. Independent director is considered to be independent from the company, the shareholders, or the managers because he hold no other position except independent director and has no other stakes may interfere with his objective and independent judgment. People believe this system can enhance decision-making performance of the board of directors, improve its monitoring capacity and improve corporate governance. Because independent director has characteristics of independence, objectivity, impartial, specialist and part-time.Independence is crucial to the system of independent directors. The system of independent directors is expected to enhance decision-making ability of board of directors, improve corporate governance structure, strengthen disclosure of information of listed companies and protect the interests of small and medium shareholders. To achieve these goals and expecting value, we should Improve the independence of independent directors from the aspects of perfecting the relevant legal norms, optimizing the environment of corporate governance and cultivating market economic cultural character, in order to ensure its intention to perform their duties, the ability to perform their duties also.At present, most countries and regions in the world attach importance to the function of independent directors.The independent director system was injected into our country from the developed countries. After publishing several leading standards, the China Securities Regulatory Commission issued the Guide opinion about Building Independent directors systems in listed company on August 16,2001 and required the listed companies must establish the system of independent directors. But no matter from the legislation or the execution situation, the system of independent directors is not working as well as expected. Whether the system of independent directors is efficacious and this legal system transplanted can embed primary legal environment and corporate governance status become the focus of our attention. The system of independent directors has established In the listed companies in our country, how to develop its effectiveness is our Primary task. My thesis is attempt to explore the true value of the system of independent directors from the Angle of jurisprudence, Summarize influence factors of independent director's independence through institutional economics perspective, discuss what we can do to strengthen our independent director's independence,and put forward Suggestions which can guarantee its independence and perfect relevant legislation.