Directors Elected On The Independent Director System In Question

The corporate governance structure is payed close attention all over the world nowadays . In different countries, because of the different history ,culture ,political and economical systems there ,the governance structure is not the same . Today , as a special administration structure inside corporation , the independent directors (IDs) acts well on the interests conflict between shareholders and directors ,the monitor of "insider control" and the perfection of corporation administration . However, IDs are just newly emerging in China and are still in their exploratory phase. In August 2001, the China Securities Regulatory Commission promulgated a regulation Guidelines for Introducing Independent Directors to the Board of Directors of Listed Companies (Guidelines) in order to further perfect the governance structure of the listed companies in China and promote their standardized operations.In this article , I explain many problems about the selection, qualification, remuneration and dismissal of IDs ,and the situation and influence of IDs in corporations. I also introduce the orientation , development and practical experience in American and compare them with our country's.I think there are mainly following problems on ID system in China . Firstly, there is some defects in the orientation mechanism of IDs . Who suggests IDs and appoints them , and how to resolve the problem of majority shareholders' controlling? There is no answer in our system . Secondly, the amount of IDs in director's meeting is so few that it affects the independence of IDs . Thirdly , IDs are always regarded as consultants incorrectly . The fourth , the problem of IDs' remuneration has not been well resolved. Lastly , there is no clear regulation about whether IDs should take the duties on absence of supervision. In a word , the ID system can not act well in the initial stage of introducing listed corporation's governance structure in China .There are four parts in this article. In the first part, I introduce the oriental environment of ID system . And on the foundation of defining the conception of ID system , I analyse the characteristics and influence of it and point out that the core of ID system is independence.In the second part , I pay close attention on the IDs selection system . I explain the selection system by studying IDs' oriental environment , and introduce other countries' conditions in the same time .In the third part , I analyse the relative factors in the proceeding of American ID system .The last part , I return to the reality of our country .I explain the current situation of our ID system and the main problems which we face . In the end of my article , I provide some suggestions about how to improve this system in our country . I explain my ideas through many measures, such as comparative legal measure, logical analysis, economic analysis etc, and with many facts ,cases and statistics in aid.