A Study On The Perfection Of The Nomination System Of Independent Directors In China 's Listed Companies

The major influence of ownership structure of state-owned enterprise reform special historical environment in China and the wide range of listing Corporation, and formed a single dominance pattern in a larger extent. At the same time, due to legal norms lag and influenced by the political environment, so that the listing Corporation independent director system of nomination was almost cease to exist except in name, the controlling shareholder of monopoly, the interests of small shareholders are hard to get attention. The independent directors of the nomination is the first step of independent directors, is also a critical step, who owns the independent directors of the nomination will be decided on behalf of the interests of the independent director candidates have the opportunity to enter the board of directors of the company to a large extent, affect the company’s business decisions. Right to nominate independent directors and institutional construction is extremely important, it will affect the situation as a whole.This paper focuses on finding problems analyzing problems solving problems of ideas. Based on empirical analysis and comparative analysis as the research method, the operating mechanism through the hierarchy theory of independent director system in China, the content of the nomination system, found the shortcomings in the operation of the system, at the same time in the study of the independent director nomination system, taking into account not only to Anglo American countries advanced experience, it should be taken into account the special situation of our country and market environment, and finally from the principles of company law and China’s actual needs, put forward reasonable and feasible suggestions to perfect the independent director system for listing Corporation. This paper is divided into four parts:The three part first angle difference will present situation, history anddevelopment in China from the independent director system of independent director system in the entire firm nominated role in the governance structure and the comparison of shareholder’s right to nominate independent directors and shareholders proposal right, carry out the discussion on the independent director nomination system theory and theoretical basis.The second part focuses on China’s listing Corporation found that independent director nomination system the present pattern and practical operation in practice and effect. This part of main body, first separately from the system for the nomination process and nominated conditions of the three aspects of the situation described, and then through the data analysis of the three aspects of practice review.The third part is the construction of the Anglo American countries on the independent director nomination system legislation and mode, trying to take reference from the experience, re-examine our independent director nomination system. Compared with the common, come to China’s listing Corporation to nominate independent directors system in China: strengthen the independence of independent directors in China; perfecting the independent director qualification procedure; improve the enthusiasm of independent directors and shareholders to nominate candidates; limit the controlling shareholder’s right to nominate independent directors.The fourth part carries on the summary to the above, put forward specific recommendations to improve the effective of our independent directors nomination system. Suggestions include: first, independent directors to protect sources transparent. Secondly, strict qualification of independent directors, and the establishment of objection period. Third, improve the small and medium-sized shareholders to participate in the enthusiasm of independent directors nominated by the rewards and punishment system. Fourth, by specifying the number of independent directors and the board of directors nominated type controlling shareholder nominations. To carry out a variety of independent directors selection activities, optimize the independent director nomination procedures, independent directors play a functional role, and appropriate restrictions on the number of independent directors of the nomination, exclusion of major shareholders and controlling shareholders to nominate independent directors on the absolute advantage and power, give more small shareholders the right to speak, to improve the medium and small shareholders to participate in the selection of independent directors the enthusiasm and sense of responsibility.