The Situation And Perfection Of Independent Director Selecing System

The independent director system originated from the United States.Due to the fact that this system has made obvious effect in terms of the optimization of corporate governance, it caused the reference to the system of other common law countries and civil law countries. In 2001, our country officially introduced the independent director system.During the early stages, the independent director system in our country played a positive role, but after more than ten years of reform,the independent director system develops slowly and did not achieve its potential to a large extent. “Independence” is the core and foundation of the independent director system. Because of the lacks of “independence” this system exists a variety of drawbacks in China and these drawbacks are closely related to the ownership structure of Chinese public companies and the insider-control in those enterprises.The author argues that the lack of“independence” is mainly because the independent directors selecting rules in China is unreasonable and imperfect, and the nomination and selection of independent directors is controlled by large shareholders.This article will focus on the selection system of independent directors in China. By using practical data research and theoretical analysis, I will summarize the existing problems in selecting of independent directors and give some effective suggestions of building a well-rounded mechanism for selecting independent directors.This article is divided into four parts altogether:The first chapter is an overview of the independent director system.This chapter is divided into three parts: the first part introduces the originof independent director system, the "independence" character and the function of the independent director system; The second part introduces the selecting rules of independent directors system(including the independent director’s qualification, nomination and election procedures, tenure,relinquishment, etc) and the international practice; The last part focus on the import background and current situation of independent director system in China and introduces the foreign and domestic research of the selection system.The second chapter is the qualification of independent directors in China. This chapter gives a large quantity of datum about the independent directors in Chinese public enterprises in 2013(including the number of independent directors, the knowledge structure and the professional background). By analyzing these datum and legal rules I will point out the drawbacks of legal qualification of independent directors in China.The third chapter is about selection procedures of independent directors in our country. By analyzing the factors influencing selection procedures(including ownership structure, corporate governance mode, the disadvantages of capital majority mechanism and the influence of the capital market),I will point out the existing problems and the difficulties in solving these problems.The last chapter is innovative reforms of our country independent director system.On the one hand, perfect the legislation and add some mandatory regulations to strengthen the "independence" of the independent directors.On the other hand, achieve the innovation of the selection system by adopting "application, extraction, elections, record" method,reestablishing the information resources database of independent directors,putting independent director qualification examination into practice,improving the later training and so on.