Research On The Legislative Perfection Of Independent Director System Of China Within The Convergence Of Corporate Governance Mode

Modern company system enterprises are laying more and more emphasis on corporate governance, considering the separation of ownership and management. In the structure of monolayer, board of directors acquire two key functions, both management and supervision. Because people were reluctant to change monolayer governance system, the independent director system was born and valued in order to solve this kind of governance problem in a company. Although independent director system in listed companies has been applied in China, its effect in operating the company is far than unlimited. The main reason which cause this problem is that independent director system cannot completely match the original system in China, East Asian mode of "double layer" governance structure left very big obstacles in designing independent director system. During the global economic integration, corporate governance mode there is a certain degree of convergence and independent director system has been applied around the world. At the same time, large listed companies showed up in China’s financial market, which remind China of developing its relevant system. Compared with China, the introduction of independent directors is more reasonable in Japan, Japanese company law allows public companies to choose their own system between half committee of outside directors system and the board of supervisors system. Although Chinese laws ask the companies to set up independent directors and the board of supervisors at the same time, the Japanese practice still can bring us a lot of experience.The first chapter of this paper mainly discusses the basic theory of independent directors, including the definition of independent directors, the characteristics of the independent directors, and how different basic theories of the board of directors affect the positioning work. The second chapter mainly analyzes the development of the independent director under the economic integration, three points are mentioned in this chapter; the first one is how American and British created the independent director system to solve the problems in large corporate governance, the second point is how the independent director system and board of supervisors system learn from each other, and the third point introduces how East Asian countries gradually applied the east the independent director system. The third chapter analyze the defects of independent director system through the cases in China to conclude which part in the system should be fixed. The fourth chapter mainly discusses how to perfect legislation actions of the independent director system in China. Japanese government has tried many different ways in recent years. Refer to the latest Japanese corporate law revision in2012, this paper points out that Chinese legislation department can make independent directors act a better role in our financial mechanism by make some progress in fixing some aspects of the law, such as protection of the rights and review mechanism.