Independent Director System

In this thesis, the author studies the independent director systems of common law and Chinese law by the method of comparison. This thesis mainly expatiates on the conception, legal characteristics and content of the independent director system, compares the characteristics of the independent director system and those of the board of supervisors, analyzes the actuality of the independent director system in China and provides some suggestions of perfection in order to bestead the perfection of the corporate governance structure in our country.This thesis includes four parts besides the introduction.Part one is on the summary of the independent director system. The author introduces the conception of the independent director system, bounds the scope of the independent director, analyzes the legal characteristics of the independent director, lays stress on the characteristic of independence and summarizes the role of the independent director.Part two is on the content of the independent director system. The author completely analyzes the theory and practice of the independent director system in common law countries and our country by the comparison of the following seven aspects: the independent director's qualification, appointment and removement, inspiring system, obligation, responsibility, compensation, protection and responsibility insurance. And meanwhile, the author introduced the concrete content of the independent director system. All of the above establish the theory basis for the rational suggestions provided hereinafter.Part three is on the independent director system and the board of supervisor system. By synoptically introducing the board of supervisor system and comparatively analyzing the different characteristics between the above two systems, the author indicates that the merits and defects of one system mostly corresponds with those of the other one. So it is very possible for their combination and complementarity, which provides the likelihood of the coexistence of the two systems in our country.Part four is on the establishing and perfecting of the independent director system in our country. This part focuses on the existing problems in the governance structure of the publiccompanies, such as the irrationality of the structure of share rights, the absence of the proprietor, the malfunction of the board of directors and the nominal establishment of the board of supervisors. The author also introduces the development of the independent director system in our country and brings forward the suppositions to perfect this system including legislating and perfecting the related laws and regulations of it and specifying the orientation of the independent director. At last, the author puts forward some suggestions to perfect the independent director system from six aspects.