Thoughts On The Legal Protection System Of Independent Directors To Perform Their Duties

The governance of corporate in China, is a "Dual" mode which compose of the board of directors, board of supervisors.The Board of Supervisors is the company’s statutory oversight bodies, but they play a limited role, the independent directors have a vital role in corporate governance and regulatory aspects, and thus the introduction of independent directors from abroad, as the Board of internal Oversight. But the absence of sound localization, and thus independent directors has encountered many obstacles in the course of the performance of their duties, also there are no independent directors system protect mechanism, that making the development of independent director system in China difficult. Based on the analysis of the problems encountered by the independent directors in the performance of their duties and in consolidated our existing security mechanism of independent directors perform their duties under the premise, modify and improve their views, in order to further improve China’s independent director system. The following is divided into three parts of briefly.Part I:Analysis of the problems in the Performance of Independent Directors. Divided into three areas, the independent directors’duties analytic,summary of the performance of their duties theory combing, and problem analysis.Elaborated through three simple clarity of the main functions of the independent directors, the theoretical support for the performance of their duties, as well as in the discharge of duties,in order to illustrate the obstacles encountered in our independent directors perform their duties need to be resolved.Part Ⅱ:Assessment of the Status of the protection mechanism of independent directors to perform their duties. By comparing Western and other developed countries is relatively perfect amount of independent directors to perform their duties of protection mechanisms and a brief case, shows that our independent directors perform their duties safeguard mechanism is far from perfect, is far from enough to solve the obstruction of the performance of Independent directors its mainly for the lack of laws and regulations and with the poor coordination of the company, etc. and then indicate the position of the urgent need to improve the performance of Independent Directors in China safeguard mechanism.Part III:To perfect the legal protection system of independent directors to perform their duties. Performance of Independent Directors on our existing security mechanism through on a part of the analysis, make the deep analysis on the law, including the sound relevant laws and regulations, and improve the mechanism of the independent directors of the appointment and removal of independent directors, the establishment of an independent director to conduct in-depth legal analysis, and on this basis right to information security system, improve accountability mechanism, improve the incentives of independent directors. Premise improve laws and regulations, strengthen the construction of the supporting system of independent directors, in order to further refine the qualifications of independent directors, to prevent the "human director "and" vases directors "; enhanced with the efforts of companies and other departments of the work of independent directors to ensure their right to know, in order to propose more targeted independent advice; building accountability mechanisms may exist in the discharge of duties of independent directors, will specify responsibility, eliminating the worry about the performance of their duties by the independent directors; strengthen the independent directors fulfill post incentive to improve their work enthusiasm; through the recommendations in order to further improve the performance of their duties of independent directors in China safeguard mechanism, the independent director system to achieve the purpose of the intended design.