Chinese Independent Director System's Flaw And The Legal Countermeasures

Independent director system originated in the United States, the independent director system in the United States has a successful operation experience, and have been in the world has been popular. China's securities regulator has always attached importance to the foreign successful experience and learn from, so the system of independent directors has as the protection of small shareholders'interests, improve the level of information disclosure in listed companies the means has been popularized, also obtained:certain result, but also existing a lot of defects.Because our country stock market large shareholders' equities, supervisory board and independent director system and other chronic illness, therefore the independent director system in China in the course of the practice has many flaws. Summary of American independent director system and the supervisory system in Germany and the course of development of the system of independent directors of content can be seen: a clear legal status, improve independent directors in the board of directors of the proportion of personnel; improve the independent director system environment are played in the independent director system important way, it is worthy of our reference. The institution of independent directors in China of the independence of independent directors is not strong, loyal and diligent in performing operations for defects, the independent director system improvement measures should be from the system itself and the external environment also proceed with, in order to perfect the independent director system of laws and regulations for the key. Through the improvement of independent directors incentive and restraint mechanism, perfect the independent director selection standard, establish credit evaluation mechanism and other means, so that the independent directors system can really play a role.Any system must be combined with the reality of the localization system environment can be successful, China Securities Market and the European stock market exist many differences, so we must continuously explore the path of independent directors localization.