Independent Director System

For drawing lessons from advanced experience of law system in western country companies, perfecting the corporate governance structure, systematically guaranteeing the equilibrium of benefits among all principal parts of a company, effectively maintaining the legal benefits of moderate and small shareholders, promoting the healthy development of stock market, this article studies the independent director system in a way of historical analysis, comparison and example analysis.(1) Brief account of independent director system. This article first mainly introduces and analyses the special political and economic background of its birth and development in western countries, then deeply studies its meaning by comparing itself and its related concepts, and then begins to analyze the deep stage reasons of its birth and development with right mechanisms of the special "monistic system" board of directors in such countries.Moreover,this article deals with several relevant problems about the system: the qualification, term of office and dismiss of office of independent director and so on.(2) Duty of independent director. From the view of comparing independent directors with interior ones and supervisors, this article analyzes the main duties of independent director: providing related suggestions, inspecting and supervising management groups, controlling self-dealing, approving the action of engaging in a similar line of business in competition with corporation' business by the directors or officers and checking derivative litigation, etc.(3) Foundation and perfection of independent director system in China. In this part, it first proves the necessity of setting up this system by analyzing the present situation of administration in Chinese companies, secondly proves its possibility by analyzing the independent directors spontaneous practice in China and then analyzes the catholic problems of this system existing in foreign practice and some prominent problems existing in domestic practice. There is reference significance for perfecting this system in our country by analyzing the former deeply and our measures would be made more effective by analyzing the latter. In the end, it offers some advice on how to perfect this system in China according to the new experience in foreign countries in the recent years and actual situation in our country.(a) Strongly grow institutional investors.(b) Coordinate the relationship with the board of supervisors.(c) Accurately fix the position of its function.(d) Modify some rules of the "Guidance opinion".