Independent Director System

The system of independent directors originated from Britain and U.S.A. corporate governance structure. It has been effective in balancing the controlling shareholders , preventing insiders from abusing the powers and protect all shareholders. Since our country transplanted it, scholars have been heated discussing it. The author tries to research it and find some new opinions.The first charter mainly introduces the conception of the independent director, its history and its function.The second charter mainly introduces how to define independence of independent directors in foreign countries. Through comparison, we can tell the seven factors which influence independence and three premises which guarantee independence and put forward the relativity of independence against non-exist of independence.The third charter mainly inquires into how to achieve the goal of the system of independent directors through stipulating the rights, duties and responsibilities of independent directors. Firstly, the author points out why the independent directors should enjoy rights, perform duty and bear responsibility---entrust relation between the directors and company. Secondly, analyzes the concrete rights, duties and responsibilities.The fourth charter mainly introduces the backgrounds of transplanting the system of independent directors, its practice in our country and five main problems.The fifth charter puts forward a series of suggestions in the light of above-mentioned problems , including: the new Company Law should authorize articles of company to select one level system or two level system at will, to seek a good proportion of independent directors to outside directors, to perfect the mechanism of developing directors'ability, selection mechanism, incentive mechanism, and accurately oriented the role of independent directors.