The Operation And Perfection Of Companies’ Independent Director System Under The Framework Of Enterprise-wide Risk Management

The development of enterprises brings the development of society. The development of society brings chances of development to more enterprises. The problems of corporate governance, especially listed company are always the key point of legal profession and financial community in China. The article is written from the Ministry of Interior, CSRC, Audit Commission, CIRC, and CBRC which discussed and drafted Norms, that is, The Basic Norms of Internal Control based on the internal control. It’s the first step. The author pays emphasis on establishing the independent director system and supplement of relevant shortage in current Corporation Law.The purpose of independent director system is defined to perfect the management of corporation. Initially, it’s to protect the minority shareholders. Specifically, introducing the independent director under the background of equity division is hoped so that the benefits of personage or unit who have the circulation stock(circulating shareholder) can be guaranteed effectively. In case that members of holding directors based on their own benefits infringe the interests of circulating shareholder during the process of stock-operation.However, with the full circulation of stock in listed company promoted by China and the influence of international financial crisis, how to perfect the corporate governance structure, further develop capital market in our country, prevent the financial crisis and so on become more and more important. Under the big background, our country introduced new accounting standard in 2006 which is consistent with the international accounting standard largely. In 2008, the Basic Norms of Internal Control was pushed out. These measures play important roles in improving the management of listed company in China. Any standards were established by humans. As the highest decision-making body, board of directors is endowed with duties to obey all rules by laws. It puts forward a new requirement to the scope of official duty and job contents of board of directors. In practice, how to carry out the relevant rules, how society supervises effectively become the key point to discuss.With the expansion of our listed company and the increase of the volume of business, the research on listed company governing deepened constantly. The introduction of independent director system has been introduced for more than ten years. But it didn’t have a prospective result after analyzing the real evidence. In real operation, the system exposes many problems, such as the constitution and selection of independent directors and its guarantee and reflection, compensation and motivation during their tenure, supervision and assessment and other system improvement, and all systematic shortage exposed in the entire market construction such as some fundamental problems whether the independent association, independent media, independent Judicial and independent political party are needed or not plays function of constraint in independent director system.In the current system, independent directors should preferably execute their duties through introducing corresponding accountants and internal control standard and strengthen the practice safeguarding of independent directors. For example, whether taking system of internal control report as a start can provide the independent directors with a channel to counterbalance the company and establish a media which isn’t restricted by interests group to spread the problems in the concrete work so that the real decision rights could be given to shareholders. Whether the country can regulate an institutional framework which can stimulate independent directors to be pious effectively in the aspect of laws.Independent director system and independent directors are not existed in the vacuum environment. We can’t expect to create a perfect individual who is like a hero through improving and limiting the system. How to play the advantages of people in the balance of limitation and motivation so that everyone can be responsible for himself and establish cultural system with personal liability, and get rid of the paternalistic management thought. Then independent directors can be the intermediary agent which can counterbalance power in system. To convey the corresponding information to shareholders and society swiftly and genuinely, and ask real possessors to decide their own behaviors and choose their own benefits through their own decisions are the basic principles and aims which need to be obeyed in replenishing the shortage of independent director system.