Independent Directors And The Supervisory Board Co-existence Of Reasonable Analysis

In the year of 2001, China securities regulatory commission set a compulsiveground request to be in the listed company to establish two directs mechanism byadministration instruction: The source descends the current supervisor meeting systemwith our" two dollar system" mode in the independent board director whom the method"a dollar system" mode of the United States descend. These two different kinds of directsmechanism of managing the construction mode whether can keep both, need keep both,is a problem. The aim of this text is to trace the history to origins, the analysis, function theoriesof the Chinese company system background with to current independent board directorthe resolution method of the system problem to investigate this dual direct mechanismwhether reasonable. This text is divided into five parts: The first part is to investigate the institutional creation in independent boarddirector with the history of the transplantation. The independent board director producesin the United States, expanding to the other nation later on. But China securitiesregulatory commission announced the documentary way in norm to usher inindependent board director's system by compulsive norm in listed company. The second part of it is to investigate in China in the construction to manage toinspect the deep layer system need of the mechanism. The centralization tradition,planned economy ages of the long-term feudalism system leads the mode all caused thepower inspect the notional imperfection. " two powers separate" mode causes the boardof directors rises in company manage construction predominant function( internalperson control of problem). The ideal mode of the originally parallel check and balancedrive break, enhance to inspect the mechanism is the important method of the power tocontrols board director's excessiveness. Moreover to control a check and balance ofshareholder and is not enough with the system of the small shareholder in inside inmaintenance benefits. Establish the complete direct mechanism a system for wastingcost with the circumstance that inspect not dint bottom the crisis breaks out it isinsignificant that output loss compare. The third part , the independent board director in argument would be institutionalto repair with each other with the supervisor in analyzing by function. The fourth part investigates two kinds of direct mechanism power foundation torealize the reasonable mode of the check and balance, analyzes the current concerningindependent board director of our country with the supervisor meeting. The fifth part is to analyze the lead into independent board director's system thesefour realistic problems that in the last years that take place, point out this is not theproblem that system save to discard, but because the institutional kit in independentboard director mechanism is not sound to result in the institutional function inindependent board director can't get the good development. Finally is the conclusion of the article.