Study Of The Independence Of The Independent Directors

Due to the aggravation of "insider control" phenomenon, the name of"independent directors" appeared in replacement of its previousname-"non-employee directors"-in the 1930s' and 1940s' American. From the1990s, the corporate governance has become a hot topic of discussionssurrounding the Corporation Law because of the rapid progress made byAmerican Economy. Hence the independent directors system which was born inthe U.S.A became the focus of the research on corporate governance. In 1990s,there arose various problems involving the corporate governance of the ListedCompanies in China, such as large shareholders' dominance, disorder, etc. In orderto solve these problems, China securities Regulatory Commission formulated theGuidelines for Introducing Independent Directors to the Board of Directors inListed Companies. From the on, the independent directors system was officiallyintroduced into our country. As seen as China securities Regulatory Commission,the introducing of the independent directors system was an important action ofadministration structure required to the listed company. Transfer independentdirectors system in marketing companies is the objective requirement of theprocess of economic globalization, it can improve the company's organization ofthe board of directors, reinforce the supervisor of internal directors and managers,protect the benefit of middle or little shareholder and the relatives, and guaranteethe standard running of the company. However, the independent directors systemdidn't achieve the expected goals. There existed a number of problems such aslarge shareholders' dominance, aggression upon the benefits of the middle or littleshareholders etc. The independent directors system was weak to approach thoseproblems. Thus, criticism of the systems increasingly comes throughout thecountry. To trace its source, it resulted from the lack of the independent director'sindependence. For the reference to the perfection of the independent directorssystem, this thesis studies its definition, judging standards and influence factors aswell as the perfection of the independent directors system.The first part of the thesis defines the independent director's independence. Tograsp its implication, this part explores the meaning of the independent director's independence from such aspects as the origin of independent director'sindependence, the definition of the independent directors and related law of theindependent director's independence at home and abroad.The second part is judgment norm of the independent director's independence,that is, the independence of individual, economy and right.The third covers the influence factors of the independent director'sindependence, including quantity, shareholding, income and tenure of theindependent director and its proportion in the board.The last proposes suggestions related to the improvement of the independentdirectors system, involving the independent directors system in the power,qualification, appointment and removal.