The Theory Of The Legal Regulating Of The Independence Of Independent Directors In Listed Companies In Our Country

The independent director system of Listed Companies in China has been established for more than ten years,However,the system in the development of more than 10 years of development has not been as one of the initial introduction of the system as expected to play its due role.Therefore,although the system itself has a positive role in the development process,but more is the weak state of the system.As a result,it has been studied and discussed by scholars in our country for many years,its purpose is to let the system get rid of the fate of the vase and play its due role.Moreover,the theory of corporate governance to improve the practice of the development of the company also requires that we must attach importance to the independent director system.In recent years due to the turbulent stock market,has brought great influence on many listed companies,unstable factors increased more and more calls for a strong supervision mechanism to be used from the aspect of law and practice.Company law clearly stipulates that listed companies must have independent directors.As the name of the independent directors,independent director system is the "independent" two words,lost the independence of independent directors is impossible.The independence of the practice has been damaged due to various reasons,this paper attempts to the nature of independent directors from the system of research,cause the system reasons for the lack of independence in our country,and the key is to find the perfect solution of this system,and demonstrate its feasibility.This paper consists of five parts.The first part is the introduction,which introduces the background and significance of the topic,and briefly summarizes the research status at home and abroad,and finally introduces the research methods,research ideas and innovation of this paper.The second part is an overview of the general theory of independent directors,which is divided into three parts.First,it introduces the concept,characteristics,development history and functional orientation of the independent director system.This part is the basis of the study,the clarity of the relevant concepts can lay agood foundation for future research.In this part,the characteristics and functions of independent directors are the key points.The characteristics of independent directors are independence,part time,objectivity and professionalism.Second,this paper introduces the significance of the independence of independent directors,which can be analyzed from the following two aspects: one is internal,the other is external.Third,the introduction of the lack of independence of independent directors.In the third part,the author introduces and analyzes the legal regulation of the independence of independent directors in foreign countries and the enlightenment to china.Mainly selects two representative countries as a founding member of the independent director system of the United States,one is in China and there are some similarities in japan.Through the research on the independence of the legal regulation of the independent directors of the two countries have four implications: first,the internal balance combined with external balance;second,to promote the benefit mechanism of diversified development;third,pay attention to the effective use of the social evaluation mechanism;four is the market regulation and legal regulation of complement.In the fourth part,the author introduces the current situation of independent director's independence,legal regulation and the lack of independence of independent directors.In this part,the author analyzes the reality of the independence of independent directors from the reality,and selects typical cases as the introduction.Next,by listing specific laws or regulations to analyze the existing specific legal regulation.Independent directors of listed companies lack the last comprehensive analysis of Independence: the existing legal provisions are too general,there are also practical reasons,such as: the compensation mechanism is not perfect and not cost effective relative etc..The fifth part is about the perfection of the independent director's legal regulation of the listed company in our country.First of all,to improve equity structure,through the provisions of the law to change the ownership structure gradually dispersed,to inhibit the controlling shareholder of the independent directors based on ownership structure gradually perfect,strengthen the independent directoron the protection of small shareholders.Secondly,divide the responsibilities of independent directors and board of supervisors,explore the independent director system will never open the board of supervisors,to clear the division of responsibilities between the two,the establishment of a two-tier system of supervision and effective accountability mechanisms.Again,the establishment of specialized agencies integrated management of independent directors,which is an independent director of the alternative institutions.Fourth,improve the appointment and removal of independent directors,a competition mechanism in terms of hiring can try to introduce the market,and for the removal of the program through specific provisions to recall process orderly.Finally,the assumption of independent director compensation.