Comparative Study On Chinese And Foreign Independent Director System And The Construction Of The Chinese Model

Independent director mechanism is regarded as a feature of the corporate governance of England and America. Presenting to the board of directors, the independent director could prevent the controlling shareholders or the insiders from abusing their power and protect the independence of the board.Today,the global capital markets have united much more tightly than ever before.International investors pay more attention to the existence of the independent directors and their role in the corporate governance.As is well known,in order to take part in the international economy competition and make the international investors satisfied,the developing countries,such as China,need lots of high-level listed corporations.The majority of China's listed corporations were reformed from the state-owned enterprises (SOEs). Most of the shares are held by the state or the legal person owned by the state and could not be transacted in the market.Therefore,the representatives of the state control the management of the listed corporations and it is difficult to hear the voice of the public shareholders or the minority shareholders. Study the Independent director mechanism is a good method to solve the problem arising from the practices. However,the independent directors should not be deemed as the decoration of the companies,and the system itself should be considered and weighed together with Chinese traditional culture,special corporation's background and the Corporation Law as a whole.Therefore,China's Corporation Law should help her listed corporations make material improvement on the corporate governance.This text introduced the evolution of independent board director mechanism first,and then analyze the definition of "Independence"of different country and all kinds of economic organizations, then carried on the comparison to the institutional concrete rule of Chinese and Foreign independent board director,such as selection ,appointment, rights,obligations and payments etc,at last according to our country stock market last the case example of the occurrence,elaborated what if perfect and independent board director's system from the different aspect,thus resolve these companies to manage the...