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The Comparison Of Independent Directors Between China And United Kingdom

Posted on:2014-09-24Degree:MasterType:Thesis
Country:ChinaCandidate:L FanFull Text:PDF
GTID:2256330425476994Subject:Civil and Commercial Law
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Corporate governance has long been the hot topic of company law fordiscussion. Especially under a system of corporate governance structure of theindependent director system is the focus of corporate governance reform indeveloping countries. Our country also promulgated by the securities and futurescommission in2001established in listed companies on the know opinions of theindependent director system introduced the independent director system. But for morethan a decade of dong system effectiveness is expected to not alone, very good playthe role of the supervisor of the company. It is based on this understanding, the authorthinks that is very necessary to foreign original prototype sample for comparativeanalysis, put forward reference for the improvement of the independent directorsystem design scheme.This article basically is divided into five chapters.The first chapter, first of all, from the concept of the perspective of theory for theinterpretation of the independent directors to the connotation of the independentdirector to do the following conclusion: first, the independent director is a member ofthe board of directors or committees. Second, the independent director is not held theoffice of management and the manageability. Third, the independent director’sindependence characteristics of essential attribute. Highlights this definition in theinstructions on the epitaxial characteristics, independent director has the special legalcharacteristics: the first feature is the independence. Independence is the cornerstone of the foundation of the independent director system, and also defines the legalcharacter of the independent director. Second, the independent directors also haveexternality and professional. From the concept of legislative explanation on thefunction of interpretation as characteristics. Although the concept and function,various scholars can be basically reached a consensus, but in the legislative practice,the evolution of the independent director to have different specific concepts, in thispaper, the independent directors and outside directors, non-executive directors, themanaging director of these concepts to compare, analyze its commonness anddifference, can’t there is no difference between arbitrary combination.The second chapter and the third chapter introduces the Chinese and British lawrespectively for the independent directors on the introduction and analysis of thetheoretical origin and development of the evolution of the. For after the comparison ofthe two established the analysis of the background. Is a sign of the establishment ofthe independent director system in2001, the SFC issued "about in the board ofdirectors of the listed company to establish a legal system guidance"(hereinafterreferred to as "guidelines"), it is about the legal system of independent directors of theprovisions of the most comprehensive and authoritative. And the fear is that will bethe role of independent directors in their confusion, law is not clear, is also theimportant cause of they can’t very well perform their duties. In Britain, by contrast,the core issue of corporate governance, that is, how to solve the principal-agentproblems between shareholders and managers. This stems from a British companylaw on the problem of "principal-agent" and "power shift" theory. It is with dong toprevent big shareholders alone the exploitation in our country legislation todistinguish target. And its unique "self-regulation" legislation mode can be referencewill be discussed.The fourth chapter and the fifth chapter respectively from the Angle ofmacroscopic and microscopic comparison of independent director system in Chinaand Britain. Chapter iv the macro point of view, there are four differences, first is thebackground of the independent director is the result of external monitoringgovernance mode, different from our country has formed the internal control mode. Second, the differences of equity structure, the UK is highly decentralized equitystructure, there is a healthy mature securities market, shareholders are scattered. Butour country is a highly concentrated ownership structure, the dominance ofstate-owned shares. Such equity structure difference nature lead to the differences oflegislative goal, the independent directors in the UK is used against managers, claimsagainst minority shareholders in our country. Finally, our country is considered atwo-tier system of corporate governance structure, and the independent directororiginated from Anglo-American corporate governance structure of the single system.The situation of independent directors and board of supervisors coexist, may lead tofunctional overlapping and redundancy. This needs analysis can both the necessityand feasibility of harmonious coexistence.Chapter five from the microcosmic point of view, from the micro perspective,"independent director" itself is the most important job characteristics have twoattributes of both independence and professionalism. The independence of theindependent director is independent of the board of directors, management, in order ofeven the company’s business. Embodies in the following aspects: first is to confirmthat the independent director’s qualification, the second is how the nomination andappointment of independent directors, the last is to maintain independence,independent directors on the exercise of power to the other, on the requirements of theindependent director tissue, such as the number, can not be influenced on thedecision-making power, objective judgment.First, the qualifications on the analysis of our independent director’sindependence standards legislation pattern and the UK are basically identical. MainlyUSES the concepts and patterns., British not use force to list of rules legal mode,follow the basic law of "self-regulation" legislative framework. On the contrary,enumerated type in our country is completely force method. Involve key legal term"major interests" analysis, the author will its specific evolution is employmentrelationship, equity, kinship, trade relations, business relations, social relations, sixaspects discussed one by one. Secondly, the independent director’s nomination for the appointment is to ensurethat the basis of the independent director. Measure the current in the light of thecriticism of the independent director, a lot of people to attribute this to, independentdirectors itself is nominated by the controlling shareholder or selected. How to solvethis problem, the author discussed the following analysis, the nominating committeeand cumulative voting system, or shareholder voting rights HuiBiZhi feasibilityanalysis.Third, the source of the independent directors play a role is that they canindependently exercise their legal rights, to perform the duties given by the law.Specifically, it involves the tissue problems of independent director, the author fromthe proportion of independent directors and the Angle of the subcommission withBritish legislation comparative analysis.Finally, the independent directors must not only satisfy the role of supervisorsand independent, he also macro structure to put forward the proposal for the company,brought rare opportunities for the company. As a result, the independent directorsshall possess professional quality. And the company, as in a rapidly changing, highlycompetitive commercial society, a member of the vision and perspective of its seniorstaff must have a professional, as a regulator itself should also be equipped withfinancial and business experience, to ensure adequate access to information platformand ability.
Keywords/Search Tags:Independent directors, Non-executive, directorComparative law, Independence, Effectiveness
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