Legal Analysis Of The Independent Director System

The independent directors, as the vindicators of the interests of all shareholders' andcorporations', came into being at the 20th century, when the corporate governancestructure in the U.S. transferred from the "shareholders centralism" to the "directorscentralism" and the Anglo-American corporate legislation strengthened the internalsupervision mechanism under its single-level board structure.This thesis, composed of three parts, makes a detailed anatomy of the independentdirector system.The first part makes a general review of the independent director system, includingdefinitions, historic background and the reason of its development.The second part is focused on the legislative structure and characters of theindependent director system, composing of the "independent" trait , the rights,obligations, and liabilities.The third part concerns about the introduction of the independent director system inChina. Through unscrambling related rules of corporate governance structure, itanalyses present legal obstacles and solutions in perfecting the independent directorsystem in China.As conclusion, on the basis of the prior three parts, the importance of autonomy of theprivate law is restated. Moreover, it suggests corporations be given the right ofchoosing the independent director/supervisory board.