Independent Directors Of Listed Companies "independence" Of Legal Analysis

The degree of independence of independent directors is the key factor, which restrains the level of function's realization of independent director system. So the author systematically discusses the independence of independent directors and their legal regulation question. Besides the introduction, there are three chapters.The first part, beginning with the concept of independent directors and legal features, the author explores the general theory of the independence of independent directors. Correctly understanding the meaning of the independence of independent directors is the foundation of the improvement of independent director system. Although there is not identical view about the definition of independent directors in all circles, the content of the independence of independent directors includes: independent personality, independent economic interests, independent legal status and independent declaration of will. Independent directors are independent of major shareholders and companies operators. And the independence is relative independence, rather than absolute independence. While following the formal independence of independent directors, we should pay more attention to substantive independence. Individual independence of independent directors can not be overlooked, but its independence as a whole is also crucial. The author also summarizes the adverse factor in our traditional culture and ideology as well as social cultural, which affect the independence of independent directors.The second part, the author inspects foreign independent director system. Independent director system originated in the United States and later be followed in the United Kingdom; Canada and other common law countries, as well as France; Japan and other continental countries where it gets development and improvement The independence of independent directors is guaranteed by the design and arrangement of specific system, which include qualification of independent director system, election system, and incentive on reputation and payment mechanisms, obligation and responsibility system. We can draw on the experience of these systems for the construction of our independent director system.The third part, the author analyzes and reviews the background and the legislative...