| It is a hot topic of these years' discussion surrounding the corporate law thatintroduces the independent directors to perfect the corporate governance. The publicand the administration both pay much attention to it. In 16th, Aug 2001, ChinaSecurities Regulatory Commission formulated the Guidelines for IntroducingIndependent Directors to the Board of Directors in List Companies (herein after"guidelines"). It asked all the list companies should set the system of independentdirectors. In 9th, Jun 2002, Securities Regulatory Commission and State Economic &Trade Commission issued the Rules of the List Company Governance (herein after"rules"). It regulated the articles about the auditing committee, salary committee,nomination committee and the independent directors. In 1, Jun 2006, the newCorporate Law regulated the in article 123 that the list companies should set thesystem of independent directors, which signed the system of independent directors hasset up in our country. This system is helpful to solve the problem that no one takescare about the interests of small stallholders, which is a effective way to perfect thecorporate governance. However, the system of independent directors is still a inchoatesystem in our country, the rules regulated by Securities Regulatory Commission havemany disadvantages on post condition, limits of powers, invigorative mechanism,duty and so on. The new Corporate Law also has not regulated these in details. Welack the experience in practice. In addition, we should understand that it is wrong ifwe had the system of independent directors, all the problems of corporate governancewould resolve. Therefore, we must use the experience of foreign companies to protectour system. This article puts this hot topic of the recent law discussion and analyzesthe theory and practice of the independent directors. In addition, it discusses the origin,theories and the problems we confront with today of the independent directors, andgive some personal advice. |
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