Our Country Board Of Directors Of The Listed Company Rights, Obligations And Responsibilities

The independent director system is playing the influential role in the moderncorporate juridical person management structure. The major function of independentdirector system is promoting the company interior authority to keep in balance, guidingcompany to make the macro-scientific policy-making and distributing the benefitsimpartially. The independent director system not only has already recognized by theWestern enterprise, but also becomes a good judgment standard of corporate juridicalperson pattern. Our country lead into the independent director system on the time when thecapital market initially forms and step into the right path.Until now it has been alreadyover ten years. To a certain extent, it has made the company governing structure better andimproved the scientific and rationality of company decision-making, but has not achievedthe expected effect. People often questioned the independent director whether suit for ourcountry or not.This article through the comparison research, the historical studies, researchtechniques and other research methods. According the related law and regulations ofindependent director system, this article analyzes the reason why independent directorsystem in our country does not display the expectation function. First, the rule ofindependent director system is imperfect.《the opinion of established independent directorsystem in listed companies》does not define the boundary of independent director’s rightand obligation completely. It also dose not provide the rule of responsibility. The right,obligation and responsibility do not form an integrated system. Second, the condition ofindependent director’s right, obligation and responsibility is insufficiency， so theindependent director system can not be carried out very well. This article carries on theanalysis from these two aspects, compared with the law of overseas independent directorsystem. Learned the incentive mechanism and business judgment rule from othercountries. Combine with our country’s condition, this article proposes some legaladvice from independence of independent director, the relation with board of supervisors,the incentive mechanism, the responsibility and the responsibility restriction.