On System Of Independent Board Of Directors And Corporate Governance

Since1990s, along with the economical globalization rapid development, the variouscountries have governed the structure to the company the consummation to carry on thethorough research analysis among, many scholar experts join in, how are the multitudinousresearch results stress on the rational distribution company authority, the display board ofdirectors’s watch-dog function, supervises and restricts manager the level authority, in whichmost is conspicuous and widely is approved is the British and American country lead theindependent trustee system which establishes in the company, its main function lies in throughsets up the independent trustee in the company to realize to operator’s active oversight,prevented the insider controls, and provides the advisory opinion for company’sdecision-making, thus guarantee company decision-making scientific nature, democratic. Thesystem of corporate governance structure has been resolved in layer manager cannot beeffective supervision and maintenance of the shareholders’ interests. The system has beenrecognized by many countries, many different corporate governance structures, traditionalmanagement culture and background of the country’s legal system, and draw on the systemand the establishment of their own country’s system of independent directors. This fullDescription as a system of independent directors, a unique system of governance to improvethe corporate governance structure is not in doubt the role.Our corporate governance structure built decades firmly by the time, philosophy andculture of corporate governance is not popular, not perfect and there are a lot of places,especially under the influence of China’s unique ownership structure, our Board of Directorsand Board of supervisors to play a role in supervision of managers to meet the expectedresults.Therefore, in order to solve our country’s corporate governance structure, wellintroduced a system of independent directors, the China Securities Regulatory Commission inAugust2001issued by the companies listed on the establishment of an independent directorof the guidance system marks the system of independent directors in the country’s official.The guidance of the concept of independent directors, as conditions, rights and obligations,the independent directors of the selection and recruitment system for the initial requirements.So far, my system of independent directors in many listed companies have been a bit ofpractice, while our corporate governance structure of the problems that exist in the result, butthe role we have legislative experience in the system of independent directors on legislation isset of independent directors, in particular, the qualification of independent directors,independence, incentive and monitoring mechanisms.The composition this article main purpose is through carries on the analysis to our countryindependent trustee system legislation present situation and the system design, and profitsfrom the overseas independent trustee system legislation the mature experience, unifies ourcountry own characteristic, consummated our country independent trustee system the related1III content to propose the concrete proposal, promoted my company to govern the structure theinstitution, the legalization level.The text is divided into four parts:The first part, focused on the background of the writing of this paper, writing, domesticand foreign research status quo of independent director system and this article is mainly usedfor research and innovation in it.The second part, mainly discussed the independent trustee’s concept, the support theory,our country present independent trustee system legislation progress, governs the patternthrough the contrast analysis different company, governed the pattern to Our country PresentCompany to conduct the research, and the independent trustee system in governed thestructure to the company the promoter action, and summarized the independent trustee systemin to make up Our country Corporation to govern in the flaw the function and the deficiencywhich displayed in the practice process.The third part, has discussed our country independent trustee system legislationfoundation, summarized our country from three stratification planes about the independenttrustee’s laws and regulations; The aspect which according to our country independent trusteesystem legislation, summarized analyzes which our country independent trustee system atpresent to have had some legislations is insufficient.The fourth part, unifies the insufficiency that the department our country independentdirector system legislation has, through the contrast overseas independent director system inthese aspects legislative experiences, was finding our country legislation the place of model.The fifth part, through the model overseas legislation experience, proposed someconsummate the suggestion, like the consummation independent trustee holds an office thequalifications, the enhancement independent trustee independent and so on, thus enable ourcountry independent trustee system the movement to have a good foundation environment andthe consummation necessary system, then advances the legalization, the institution which Ourcountry Corporation governs.