The Realization Of Functions Of Independent Directors In China

The outside director is called as exterior trustee, the independent non- execution trustee, is refers in does not go on the market the company to hold the post of outside trustee's other duties, and with the company, the interior person and between the major stockholder does not exist possibly to hinder its independence to make the objective judgement the formidable relations (is in particular direct or indirect property benefit relations) the trustee. The outside director has independent, the expert, objective fair, the concurrent job four aspects characteristics. At present, in the world majority country and the area, the outside director 's function receives day by day takes, it the proportion which occupies in the board of directors more and more is also high. The outside director system most early appears in US, 1940 US "Investment company Law" has made the stipulation regarding this. Genuine independent trustee system starting, then in 20th century the end of 70's; Since has entered for the 90's, the outside director system had the large-scale development, moreover unceasingly to the world other country seepages and the spread, world many countries and the area has all introduced the outside director system. outside director 's system merit energy to three aspects theory requests: Right and restriction theory, agent cost control theory and benefit and balanced theory.US is most early implements the independent trustee's country, but regarding outside director 's function scope, in American law not special stipulation. Below but based on the outside director 's special status, it mainly fulfills the function: Examinations corporate finance and significant decision-making, appraisal and choice company's management level; Pair of boards of directors' decisions-making provide the advisory opinion, enhances the company the management management level; Provides with the outside relation channel, sets up the good image for the company. In the English US company's outside director 's function and in the mainland legal system country company's board of supervisors's function quite approaches, the surveillance all is its main function. But, the outside director is the board of directors interior member, through exercises the positive right to vote influence company decision-making, thus the outside director 's surveillance is the board of directors interior surveillance; But board of supervisors's surveillance took one kind external weighs the strength to board of directors's system, belongs to one kind of negative authority, thus is outside board of directors's surveillance. The two is the company interior surveillance two kind of patterns, is which one is good and which one is bad...