Independent Director System

What modern company is facing with is that the international competition ,which becomes tense day by day .To comply with the demand of times development , satisfy the needs of company's operation, our country need to lead into independent director system.. Independent director system emerges in the beginning of 20 century . After the administer structure in American company transits from " shareholder meeting central doctrine " to " the central doctrine of board of directors ", based on those facts that : the currency of the lawsuit for failure companies raised by the American shareholders , the climax that company purchases , the increase of institutional investor as well as the operation ineffectiveness of board of directors and internal manual operated system produce constantly under out of control condition. After the United States and Britain, other developed countries and developing countries also established system rules according to homeland develop conditions , then carry out the independent director system in marketing companies.Transfer independent director system in marketing companies is the objective requirement of the process of economic globalization, it can improve the company' s organization of board of directors, reinforce the supervisor of internal directors and managers, protect the benefit of little shareholders and other relatives, and guarantee the standard running of the company. It may produce positive influences.The reference and transfer of the independent direct system to our country should base on the Chinese national conditions, and we should also refer to the advanced administrational experiences of the companies in British and America. We should just use the useful things abroad, select good from it , act it with prudence , choose it according to the principle of pragmatism. We should solve the conflict between the independent director system and the existing system , makes its effect have played smoothly ; meanwhile, we should also solve theconflict between the beneficial encouragement of independent directors and its independence problems, make it perform duty objectively, positively and independently; finally, we should still balance the responsibility implement mechanism of independent director properly and the benefit protect mechanism. And then use it as the basis, combine it with the present legislative situation of China, make the independent director system further perfect. It can be embodied specifically in the following aspects:First, because of the relatively careless stipulation for the " independence " of independent director, we should strengthen the legal system melt build for further " independence " of independent director . As He Meihuan, the scholar of Hong Kong pointed out that , though there are some various kinds of modify words such as unexecuted, external and independent, the great emphasis still lies in this term " independence ", which has some kind of value judgment . To guarantee the independence of the independent director, we should establish the scientific choosing mechanism for independent directors , and it should be suitable for our national conditions. We should not only specify the stipulation for working qualification of independent directors , but also establish the reasonable choosing program for independent directors. Besides, we should still determine the term of independent directors reasonably.Secondly, there is the conflict between independent directors and board of supervisors because of function stipulation under the " binary system administration, we should make clear the relation of the two with laws, try to stop the disagreement between them., realize their complementary function. To solve the problems between them properly, we should accomplish the following ones : First is to divide supervisor limits of authority reasonably, realize the complementary functions . While introducing independent director system , we must handle with the authority conflicts between independent directors and board of supervisors, by doing this we can offer a" double fail- safe " to the supervisor system of marketing company, and then realize the combination oflegal supervision with reasonable supervision efficiently, supervision in advance with supervision afterwards , that would be a perfect supervision for these double-system companies. Then we should carry out a " select mechanism" between "single system " and " binary system " freely, allow the existing companies select freely a " single system " administrational pattern or a " binary system " administrational pattern with the existing frame of our country .Thirdly, the legislation of our country about the stipulation of encouragement mechanism for independent directors is too general, we should strengthen its operability and scientificness. Therefore, we should establish the market spokesman for all the company' s shareholders and other benefit relatives— the efficient encouragement mechanism of independent directors : first is to establish reputation encouragement mechanism. Because of the existence and importance of reputation capital in the market of labor force of board of directors, reputation mechanism encourages independent directors play their supervisor role better; second is to establish reward encouragement mechanism. It is not only good for maintaining the independence of independent directors, but also be helpful for independent directors to play their role fully.Fourthly, because we lack the responsibility and the risk of independent directors on legislation ,we should establish responsibility implement mechanism for independent directors. However, to avoid the consequence that some independent directors be afraid of the responsibility they should undertake too much, and then affect their enthusiasm , we should offer reasonable benefit protection mechanism for independent directors: first is to establish responsibility safe system for independent directors. Look back at Chinese present situation, only to reinforce the civil responsibility of company's managers , it makes sense for the introduction and existence of responsibility insurance of high-grade managers and the independent directors. Besides this, aiming at the present situation of China, we should still make informationdisclosure of the insurance fare for independent directors; the second is to establish the responsibility exemption system for directors. To be an important measure for keeping health development of companies and relieving directors' management responsibility, the establishment of director responsibility exemption system should be brought to legislative agenda as soon as possible.Finally, to develop the effectiveness of directors, we not only need them to have certain natural endowments and qualification , but also need the quantities reach to a certain scale. Therefore, in order to foster the reserve candidates of directors, we should make efforts to establish the talent storehouse for independent directors and independent director associations as soon as possible , We should regard independent directors as a professional group, let them form profession restrain to raise their comprehensive quality.In a word, the transfer of independent director system and its improvement is a systematic project. The combination of the reality of Chinese existing company administrational structure with legal and cultural tradition is needed, and we should also make scientific system designs and innovations.