| Under the background of the internationalization of capital,the protection of minority shareholders has become a worldwide issue.In order to better protect the rights and interests of minority shareholders,listed companies in china.However,in the past more than and 10 years,the independent director has not played its due role in our country,and the effect is not ideal.The revised Company Law in 2013 has a great breakthrough and innovation in legislation and protection of minority shareholders’ rights,but there are still many problems need to be improved.The developed countries are the birthplace of the independent director system,which has a mature management system,a long history of development and strong protection of the interests of minority shareholders.These valuable "accumulation" is of great significance to improve the independent director system and protect the interests of minority shareholders.Therefore,we should analyze the defects of corporate governance in China,and at the same time,with the current legislative situation and mature experience of foreign countries,the establishment of China’s minority shareholders rights and interests protection system.This paper is divided into five parts:Introduction:firstly,the background and significance of the topic are briefly described,followed by a summary of the topic and related literature at home and abroad;the research methods of this paper and the innovations introduced.Chapter one:the protection of minority shareholders’ rights and interests under the system of independent directors.Firstly,this part defines the relevant concepts,including the concept of independent directors,major shareholders and small shareholders,the shareholders’ equity of content and classification,and then the theoretical basis for the protection of minority shareholders and the reality basis and the listed companies in the status and role are described.The second chapter:the analysis of the performance and protection of the rights and interests of minority shareholders in china.In this chapter,the author lists the main performance of the minority shareholders’ rights and interests in China,and expounds the harmfulness and the necessity of strengthening the protection of the rights and interests of minority shareholders.The third chapter:the analysis of the reasons of minority shareholders’ rights infringement in China’s listed companies.This chapter mainly analyses the cause of damage of Listed Companies in China the rights of minority shareholders,respectively from the perspective of internal governance system of independent directors,the company,corporate governance and minority shareholder are analyzed.The fourth chapter:the extraterritorial mode of protecting the rights and interests of minority shareholders under the system of independent director.This chapter mainly introduces the civil law countries represented by Japan and the protection of the rights and interests of minority shareholders in the common law countries represented by the United states.The fifth chapter:perfecting the legal system of protecting the rights and interests of minority shareholders under the independent director system.This chapter is the last chapter,mainly for the third chapter summarizes the reasons for the damage to the interests of minority shareholders to give the relevant legislative proposals in order to achieve the purpose of safeguarding the interests of minority shareholders. |