The Survey Sampling Of Situation On Gansu Province Owed Listed Company Carrying Out Obligations

The independent director system is a key and difficult issue in present company governance system. Compared to developed areas, Gansu province, as an underdeveloped area in western China, is still far left behind in the governance of listed company and the implementation of the independent director system. Therefore, it is representative to take the independent directors of Gansu provincial listed companies as the sample to do research and analysis. Most of Gansu provincial listed companies transformed from state-owned companies. And in most cases, major shareholders control the board and interlope the small shareholders’interests. This has become an increasingly prominent problem. To this end, China gradually established the independent director system to strengthen the function of directors’board and to protect the interests of small and medium shareholders. Since2001when guiding opinions on the establishment of the independent director system of listed companies was issued, this system has been implemented by Gansu provincial listed companies for more than a decade. During this period, the system has had some effects in aspects like improving company governance structure. But because of negative factors of market environment, unsound governance structure and imperfect self-operating mechanism, the independent director system is still not fully functioning. This thesis uses concrete data and cases to analyze existing problems in the implementation of the independent director system on the basis of the general information of the operation of the system in Gansu provincial listed companies and then come up with suggestions and measures that could be used to improve that. According to the research, problems of Gansu provincial listed companies mainly exist in the four following aspects. Firstly, many problems exist in the quantity, major and industry of independent directors and the independent directors also have problems in time guarantee to do their job. Secondly, in the concrete course of work, many independent directors actually didn’t take office or play roles in voicing their opinions. Thirdly, as for the supporting mechanism of the independent director system, the appointment mechanism, incentive mechanism, supervisor mechanism and insurance mechanism are not amplified. Fourthly, as for the objective environment for the independent directors to take office, the ownership structure is irrational, the governance structure is not sound, the relationship between supervisory board and independent directors is not coordinating, the independent directors have difficulty in getting information, etc. The thesis draws conclusions that the importance of importing independent directors should be recognized, the construction of independent director system should be further strengthened, the independence of independent directors should be improved, the operating conditions of the system should be created and good subjective and objective environment should be built, hence the independent director system functions. First is to perfect rules and regulations of the system. Clauses including the qualification of independent directors, the ratio of independent directors (both full-time and part-time), time they work and rights of independent directors should be further clarified and modified. Second is to amplify the supporting mechanism including the appointment mechanism, incentive mechanism and management mechanism. Third is to improve the existing environment of independent directors, i.e. gradually change the "single large shareholder" ownership structure, establish special committee, ensure the independent directors getting enough information, strengthen the construction of governance culture and clarify the responsibility of independent directors and the board, etc.