Independent Directors Of Listed Companies In China In Brief System

The independent director system was originated from American in 1930's,and plays an important role in the supervision on corporation activities,since the.common law countries accept the single-subject corporation governmance.As a member of WTO,China set up the independent director system in recent years.The writer answered the question from his point of view if China should build independent director system through anatomizing not only the system in foreign countries, but also in related systems in China. At last, the writer table a proposal on how to establish the system.It consists of four chapters.Chapter I. It briefly introduces the definition, the source and the development of the independent director system, and analyzes the special background of the establishment of the independent director system. Furthermore, it discusses the operation of this system in civil law system through the selection of two kinds of corporation governance. Chapter II. Due to our special background, whether the independent director system should be introduced into our country is still a question in theory circle. After expounding the definition and function of the independent director in the Chinese listed companies, it analyzes the reason of the introduction of this system in China. Chapter III. This part is a core of this paper. It argues the deficiencies in the operation of the independent system, and thereby puts forward some suggestions on the basis of our country's real situation. It consists of three parts. In the first part, it aims at the actuality of the independent director's dependence to bring forward some methods such as expanding the scope in which the stock-holders could nominate, carrying out, etc. In the second part, it emphasizes the essential of establishment of the Independent Directors Association and expounds the tentative plan. In the third part, it expatiates how to harmonize the relationship between the independent director and the supervisory board. Chapter Ⅳ. After an intensive study of "Lu Jiahao affair", the author discusses the legal liabilities the independent directors should be held when they hold the office. The author also suggests that we perfect liability insurance system for independent directors as soon as possible. The establishment and perfection of Chinese independent director system is a pressing and arduous project which needs a nicer communication and effective cooperation of participants as well as the establishment and perfection of the credit system. Besides, the establishment of effective independent director system is also significant to the development of the market economy.