Research And Perfection Of Incentive And Restraint Mechanism Of Independent Directors In China's Listed Companies

Since the introduction of independent director system in China,the independent directors do not play the expected role in the governance of listed companies,their ability to perform duties and responsibility can not be satisfied.Independent directors are afraid of taking risks,objections to the bill will not normally be made at the board meeting.If things go on like this,it will gradually becomes "vase director" ? "signature director".The reason is that the independent director system in China is lack of effective incentive and restraint mechanisms,not only through the material and reputation incentives to stimulate the work enthusiasm of the independent director,but also lack of systematic rules for the application of legal liability of independent directors?This paper analyzes the specific content of the independent director incentive and restraint mechanism,a comparative study of the advantages and disadvantages of the relevant mechanisms between China and countries such as Britain and the United States,establish the incentive mechanism of the level of development of China's socialist market economy.At the same time,citing specific cases to analysis the legal responsibility of independent directors,emphasis on the legal constraints of independent directors,contain certain reference significance to the development of independent director system in our country in the future.This paper is divided into five chapters:The first chapter is the basic theory of incentive and restraint mechanism,the first section briefly analyzes the definition and characteristics of independent directors,the second section describes the process and development of incentive theory incentive theory in modern corporate governance and classification of independent directors,reserch the value of independent director incentive and restraint mechanism.The second chapter is the specific content of incentive mechanism for independent directors,including the the content of incentive mechanism and constraint mechanism,analysis how to keep balance between incentive and independent for independent directors,defines the legal responsibility of independent directors by analyzing the the content of the restraint mechanism.The third chapter is the current situation of incentive mechanism of independent directors in China,the problem mainly focuses on the lack of reputation incentive,the structural problems of the remuneration incentive,the lack of accountability mechanism,the lack of protection of minority shareholders and so on.The fourth chapter is a comparative study on the incentive and restraint mechanism of foreign independent directors,analysis of British and American models in order to find out the countermeasures to improve the incentive and restraint mechanism of independent directors in China.The fifth chapter is to provide suggestions on perfecting the incentive and restraint mechanism of independent directors in China.