On The Independent Director System Of Listed Companies In China

The independent director system, rising in the 1970s in the United States, has been in rapid development in the past three decades. The truth is that the independent director system plays an important and irreplaceable role of the company's structure. In China, initial success has been achieved in implementing the independent director system, however, because of the irrational ownership structure of listed companies, the board of supervisors exists in name only and listed companies still controlled by internal dominance. The independent director system can not perform proper duties resulting from its imperfect design. It is necessary to draw on the experience of other countries. This thesis made a brief introduction on the history of China's independent director system and analyzed some problems based on the literature review. The focuses are put on how to perfect the mechanisms of independent director system and suggestions and measures are put forward.In addition to full introduction and conclusion of three parts:The main body of the first paragraph is an overview of independent directors. Through the analysis on different concepts of independent director, external director, internal director, non-executive director and executive director, the conclusion is made that the concept of independent director is more strict,which means independent and non-executive director. Then describes the Anglo-American countries, the relevant legal system and independent director of China's independent director system into the background and development process.Second paragraph of the main contents of the independent directors of listed companies in China to implement the system problems and cause analysis. Based on the data in "The report of company administration" of 2010, the lack of independence of China's independent director system is mainly caused by the irrational removal mechanism, the imperfect incentive mechanism, the indefinite responsibility mechanism and the deficient protection mechanism.Third paragraph of the main independent director system in China is to improve the proposal. Qualifications by strengthening the independence of time and effort to ensure that work to improve the ability of independent directors to perform their duties; appointment and removal system through reforms to strengthen the independence; pay through the sound system and evaluation system to improve the reputation incentive and restraint mechanisms; while paying attention to the risk of independent directors transfer, through the establishment of an independent director liability insurance to enhance the responsibility to protect.