Discussion On The Perfection Of The Independent Director System Of Listed Companies In Our Country

In order to strengthen the internal supervision function of the board of directors and maintain the interests of the shareholders and the company, the system of independent directors originated in the USA in the 1940s. Because of its positive influence in corporate governance in the United States, it was gradually adopted by other countries in recent years and became the hot spot in the global corporate governance reform tide. With the insider control of China's listed company becoming more serious, and the board of supervisors system failed to play its supervisory role, in order to improve corporate governance of listed companies, the system of independent directors was introduced to mainland China in the late 19th century. As a government-led transplant system, the system of independent directors experienced from introduced policy to established legislation, its influence on corporate governance in China gradually strengthened. But this system in China is still in the initial stage of exploration, establishing the independent directors in listed companies is not a very difficult thing, but if let the system of independent directors to exert its function ,there are many problems needed to resolve: because of the lack of a set of effective system, the independent directors aren't "independent", largely relegated to a tool of the package of the listed companies; The independent directors and the board of supervisors don't divide clearly in powers ;The related laws and regulations of independent directors are lack. According to these problems ,our country should : In order to ensure independent directors'independence, perfect the selecting mechanism ,vesting mechanism ,encouraging mechanism and restraining mechanism design; Define and integrate the scope of the functions of independent directors and board of supervisors respectively; Accelerate the development of supporting laws and regulations, form effectively independent director's legal system. Eventually, through improving the system of independent directors, perfect the governance structure of listed companies, and promote regulating the operation of listed companies.