The Study On The Behavior Goverance Of Independent Directors Of Public Listing Company

Independent director system is an important component for the companygovernance and an important way to perfect the management structure andstandardization for listing companies. The independent directors system of China isbased on the situation that the majority shareholders control the board which harms theminority shareholder’s interests to protect the interests of minority shareholders. Thissystem are introduced by the regulators who used the experience of the other countriesfor reference. China Securities Regulatory Commission issued Establishment ofIndependent Director Systems by Listed Companies Guiding Opinion on August2001which mean the establishment of the independent directors system of China. During tenyears of development and practices,great progress has been made in independent boarddirector system.By the research of the behavior regulation of independent directors,canstrengthen the supervisory powers of the board of listed companies,to protect theinterests of small shareholders,and provide useful reference to improve corporategovernance, so it has a strong practical and realistic significance.This article summaries the new vision of the independent directors system basedon the research results of independent directors from home and abroad. Learning fromscholars in the past on the independent director system effectiveness,implementationand related areas of research,its research methods applied to specific acts of independentdirectors, in-depth analysis of the behavior regulation of independent directors.Based onthe governance theory research of the independent directors,to set out with specificcases. Using the mathematical model and SPSS statistical analysis software,selected2009data for samples of listed companies in Shanghai and Shenzhen, and made anempirical study to find that incentive and restraint mechanisms has important impact onthe governance of independent directors with risk evasion awareness,and according tothe existing problems of behavior regulation of independent directors, put forwardpractical suggestions.The main conclusions of this paper:First,independent directorshave begun to play an active role in corporate governance.Second,independent directorsneed to play a more active role in voting on important matters.Third,current supportingsystem and the external environment in China is not perfect,to restricting the independent directors into play a full role in behavior regulation.This article is moretypical with the combination of normative analysis and positive analysis, qualitativeanalysis and quantitative analysis and compare and summary.