Independent Director System In Listed Companies

There are many defects in the administration structure of the listed company which is stipulated by the present company law . In the course of practicing, In order to overcome these defects, independent director system should be imported in light of using effective experiences of the western developed countries for reference. Independent director system may be activated with seven aspects to clarify it clearly and correctly as follows:The first part is an introduction. This part clarifies that there are questions existing in the present mechanism of the board of directors of the listed company administration structure and that it is necessary to import the independent director system of the western developed countries to change this state.The second part deals mainly with the meaning and the value of the independent director and the causes of producing the independent director, this part clarifies independent quality of the independent director that embodies property independence, personality independence, vocational work independence, benelit independence, and judging independence. The independent director should be defined as: one of the board of directors of the listed company, which possesses own independent will, delegates the whole shareholders of the listed company and the whole benefits of the listed company, who has not beneficial linkage with the listed company except acquiring salary from the listed company. The legal value of the independent director embodies that the independent director helps to keep the independence of the board of directors, the independent director assists the board of directors to strengthen supervision to managing administration section of the listed company and the independent director assists managingadministration section to advance managing activities. Producing of the independent director system is the result of synthetic acting of a series of causes, the major causes are: the power mechanism of administration structure of the listed company, strengthening the independent effeet of the board of directors, forming and perfecting of market selecting mechanism and evaluating system.The third part states the rights and duties of the independent director of the listed company . The rights of the independent director are right of presenting meeting, right of proposing, right of supervising, right of requiring reward, right of representing and right of deciding by vote. The duties of the Independent director are duty of awareness , duty of fidelity and duty of prohibition of business strife.The fourth part is about appointing and deposition of the independent director. This part clarifies that the independent director's qualifications which include aspects of active and passive; that term of office of the independent director; electing of the independent director and changing of the independent director. The situations of changing of the independent director include expiration, qualification losing and resigning as well as company's dissolving, company's incorporation, etc.The fifth part concerns legal liabilities of the independent director. legal liability of the independent director is a negative consequence, which caused by some illegal activities of the independent director and by some legal facts, which is borne by the independent director, the majority of the independent director's legal liabilities are : legal liability is caused by the independent director taking into the unlawful decisions of the board of directors; legal liability is caused by the independent director violating decisions of the board of directors; legal liability is caused by the independent director's overstepping power activities; legal liability is causedby the independent director's violating the duty of "prohibition of business strife; legal 1iabi1ity is borne by the independent d irector as the independent director let out inside information messages or go on inside trading ; legal liability is borne by the independent director as the independent director bribe f...