Study Of The Legal System Of Independent Directors

An independent director system is the early 20th century American corporate governance structure from the "shareholder conference centre," the transition to the "Board of the Centre," and gradually formalized in the general meeting of shareholders, the board has not worked as well as an internal control of the process of continuous control, Board of Trustees of the strengthening internal oversight functions, and safeguarding shareholders and the interests of the company as a whole generated. Independent director system is to ensure that independent directors to achieve its functions defined by the laws and regulations relating to the representation of independent directors qualifications, selection and dismissal procedures, rights, obligations and responsibilities of a series of regulatory systems such as a generic term. Independent directors of the true meaning, that is, an independent non-executive directors of the title, and that independent directors are independent of management, in addition to charges and a small amount of shares, the company may have not been completely any serious impact on independent and objective judgement of its transactions or relations with full determination, on behalf of the company and all shareholders of the overall interests of the company directors, a sound governance structure of listed companies to enhance the quality of the operation of listed companies, and supervision of listed companies and to protect the interests of investors, and create a healthy environment for the performance of the securities. Along with the development of China's securities market, listed companies exposed more and more problems, and many scholars advocated the introduction of the system of independent directors with a view to improving our corporate governance structure of listed companies. The new "Company Law" require listed companies to set up an independent director, specific measures by the State Council. Although the principle is the requirement, but it also marked by the independent director system adjust regulations to increase the level of legal regulation. China and the introduction of independent directors transplant system, countries can learn from the Anglo-American corporate governance best practices. However, we must link the practical situation of China, properly handle localization independent director system in the process of a series of problems.In this paper, using comparative studies and analysis of the research methods of independent directors in the United States explore the origin and development background, comparison and analysis of independent directors and other directors, independent directors general of the general legal characteristics and the effectiveness of independent directors; will be independent directors right into a general right of independent directors and independent directors set out to distinguish between special rights; for the obligations of independent directors, and did not use the popular domestic obligations of independent directors is divided into two types of faithful attention to the obligations or obligations and the obligations of due diligence argument, but summing up of independent directors and the faithful obligations, pay attention to obligations Competitive Restriction business, obligations and restrictions on self-dealing outgoing obligations; part of the focus of the article is described and analyzed the nature of the responsibility of independent directors, liability, liability principles , responsibility and accountability, and other aspects of the removal in the responsibility of independent directors proposed on the basis of independent directors and try to build the compensation system and the protection of independent directors liability insurance system.