The Reference Of American Director-nomination Rules

Directors nomination as the first step to produce directors, is also the key step. The board of directors in Listed Companies has the irreplaceable position. Only pre-procedure for the final directors which is stricter in the nomination phase can choose more outstanding and responsible directors comprehensively. And this pre-procedure is a good way to guarantee the independence and effectiveness of the board of directors. As the consequence the corporate governance structure can be harmonious, and realize maximization of company interests. The current shareholder proposal is the only way of the shareholders to nominate directors,which has many defects. The relevant system of nomination committee also needs more improvements. The system of shareholder nominating directors can provide a effective way for shareholders to nominate directors, and has important value in improving the independence and effectiveness of the board of directors.This dissertation mainly studies the nomination of directors in Listed Companies, what aims to construct our own Director-Nomination system(including guiding principle, concrete system construction, and the related system) based on investigation on United States directors nomination system.In Chapter One of this paper introduced the background of directors nomination of listed companies. Firstly, this paper proposed problems in the process of director-nomination in listed companies from relevant cases. Secondly, this paper analyzed the defects of the shareholder proposal and nomination committee systems. Finally it explained the impact on corporate governance because of lacking Director-Nomination Rules.In Chapter Two of this paper investigated the American Director-Nomination Rules. First it talked about the origin,development and contents of American Director-Nomination Rules, then discussed the theoretical and practical significance of the rules, at last it analyzed the feasibility of the reference of American Director-Nomination Rules.In Chapter Three, the paper analyzed the Director-Nomination Rules’ direct and indirect effects on corporate governance of listed companied. After comprehensive analysis of prognosis and fully demonstration, a conclusion can be made that there are many advantages to bring the director nomination rules to our country.In Chapter Four, the paper designed the specific rules for Chinese listed companies. Firstly, it established the applicable principles. Secondly, concrete contents are formulated. Finally, this paper proposed several approaches to improve the relevant systems.It is high time for China to adopt this kind of rules so that Chinese listed companies will gain a high level of corporate governance.