Independent Director System In Listed Companies

Independent Director system was introduced and popular in the countries of one orientation corporate governance mode. For improving quality and corporate governance level of listed companies, our country, being two orientations corporate governance mode, has also applied this system. On August 16, 2001, China Securities Regulatory Commission issued about guidance opinion of establishing the independent director system in list companies, which signed that independent director system was formally enforced. The listed companies have employed the independent directors according to the guidance opinion, but the effect was not as what investors expected. Making fake accounts, associating transactions and appropriating the fund of listed companies, these problems cannot be solved effectively, which make investors distrust the feasibility and necessity of the independent director system. Under such background, this paper discusses independent director system, analyses the disadvantages and difficulties of independent director system and provides some improving suggestion.In the foreword, I discuss the background of independent director system, the structure of this paper and some innovation.In the first part I discuss the meaning of independent director and independent director system, debate the origin and development of independent director system.In the second part I argue that the necessity of our country established independent director system through some problems in listed companies. Then I introduce the process of establishing independent director system.In the third part I discuss the basic theory of corporate governance, compare and analyze three main corporate governance modes and independent director system in Sino-foreign countries. Then I indicate the disadvantages of independent director system in our country in theory.In the fourth part I discuss three main problems of performance of independent director system in our country and reason why these problems occur.In the fifth part through disadvantages in theory and difficulties in practices, I give suggest for improving independent director system. Amend some related laws and clarify the law position of independent director, Make law of independent director and clarify the rights and liabilities, Improve the system of information issuing, Establish the association of independent director, Establish the rule of evaluating for the credit of independent director, Enforce the professional construction of independent director, Improve the environment of independent director system and so on.In the conclusion of this paper I stress the above suggest again, indicate that improving corporate governance level of listed companies is a systemic project. It need the effort of whole society, not only rely on independent director system.