On The Practical Difficulties Of Exerting The Independent Directors' Functions In Listed Companies And Their Institutional Overcoming In China

The independent director system originated in the Anglo-American countries,and because of its remarkable performance in corporate governance practice,many countries have imitated,which has led to a "independent director" revolution in corporate governance.In 2001 under the auspices of the government,China introduced an independent director system.In the special corporate governance environment in our country,the purpose of introducing the independent director system is mainly to curb the insider control under the manipulation of the major shareholders,to enhance the independence of the board of directors and to improve the internal governance supervision mechanism,so the function of the independent directors is located in the decision-making supervision As well as advice.After more than ten years of practice,the independent director system has achieved results,but at the same time the expected function of the dilemma has not been effective to play also gradually emerged.Through the combination of theoretical research and empirical data,this paper explores the dilemma that hinders the effective functioning of independent directors,which mainly focuses on three aspects: independence dilemma,externalities and dilemma.Through the analysis of the performance of the predicament and its causes,from the perspective of perfecting the internal core system of the independent directors and perfecting the external security system of the independent directors,it is concluded that the independent directors' selection system,the incentive system and the power and responsibility system should be perfected The internal core system of independent directors,from perfecting the information security system of independent directors,the construction of qualified personnel and the system of liability insurance,perfect the external security system of independent directors,so as to combine the internal and external systems to overcome the difficulties of the functions of independent directors.