The Independence Of The Independent Directors Of Listed Companies In China

As a core of corporate governance,the board of directors is selected by shareholders and bears responsibility for them;it appoints and removes top executives and undertakes corporation's strategic management.By dint of this important status,the board of directors introduces independent directors,keeps their outside and independent standings,improves its decision-making ability by independent directors' supervsion and evaluation,realizes its reconstruction and the perfection of corporate governance.This becomes the common selection for nost countries in their corporate governance innovation."Independence" is the basic attributee and the key character of independent directors,also is the foundation of their authorityes.Losing independentce,independent directors will be worthless.The reason that the independent directors system is thought to be helpful to businesss management,lies in the fact that independent directors have no subatantial relation with the shareholders and managers of the company.They can exercise their functions and powers fairly and objectively.In the meantime, independent directors must be entrusted snbstantial powers to participate,in businesss management and must be appointed strictly.The phenolmenon of lacking proprietors and insider control is currently in the companies of our country,and it is hard to form effective mechanicsm of binding. and balance.Therefore the problem is serious to guarantee the independence of independent directors in chinaThis dissertation views the independentce of independent directors as the research object and starts form the angle of perfecting the corporation governance and descryibes the historyic track of the birth and development of independent directors,proposes the necessity of establishing the independent directors system in our country then carries on the limits to the independence of independent directors in Our country,then strengthens the importance of independence with the case analysis explanation,finally systematically analyzes the question and proposes the solutions on independence of independent directors in Our country,contribute author's position to perfect the company's consummation.There are six parts in this dissertation and more than 50 thousand words.The basic structure of this dissertation:chapter 1 explains the background,the literature summarizing,the method,the content and the frame,the characteristic and the innovation and so on;Chapter 2 introduces the origin of independent directors system,the present situation of ompany's consummation,and the necessary and so on;Chapter 3 mainly carries on the independence from the economic and the legal scien-ce angle,and carries on the brief analysis to the independent trustee independence;C-hapter 4 mainly analysis the necessity of independence through the American Anran company and Kolong Company of our country;Chapter 5 points out the problems in independence of independent directors,mainly analysis the independence from the assignment qualifications,the encourage and control,the liability insurance and so on;Chapter 6 perfects the suggestions on independence of independent direct-ors.After analysis,the writer consider that the mode of supervision with Chinese characteristics can be established through clarifying the relationship and promoting the combination between independent directors and Board of supervisors.As far as the appointment system of independent director is concerned,majority of companies in stock market have a shareholder with absolute holding status who in reality controls the board of director and managers,which results in that the qualification,nomination,independence and change of independent director is restricted by resider control and the independence of directors can't be guaranteed.So,we should strengthen the evaluation of independent directors qualification,standardize the nomination and election,increase the proportion,as well as restrict the term of office of independent directors.As far as the system of inspiration and restrain is concerned,at present,the company makes the decision about the income of independent directors that mainly composed of allowance and traffic fee,which not beneficial to stimulate independent directors to work hard and which at the same time affect the independence of independent directors owing to the attachment.So,we should regulate the mode of payment, utilize the combination of material and reputation encouragement,establish the system of efficiency and introduce the third parties to decide the salary paid to independent directors.In addition,in order to exert the independence of directors,the responsibilities of independent directors should be made clear and association should be founded to fulfill management because of inequilibrium between rights and duties and lacking controlling laws and market.From the angle of insurance,based on the fact that no insurance involves the duties of independent directors,which makes independent directors can't fulfill their responsibilities.The system of duties insurance should be set up to disperse the risk of independent directors,to ensure their independence in order to stand for the benefit of all stockholders,especially,the benefit of medium or small stockholders.The course of establishing Chinese independence of independent directors is also a course of system innovation,and is a pressing and arduous project which needs a nicer communication and effective cooperation of participants.The establishment of an efficient independent director system will certainly facilitate participants in the same condition help each other and enjoy the prosperity together.