Research On Perfection Of Independent Director System In Listed Company

The introduction of an independent director system in China is to improve the governance structure of listed companies and promote the standardized operation of listed companies so as to prevent internal control from harming the interests of the company.However,because of the immaturity of China's capital market and the incompleteness of the legal system of the governance structure of listed companies,the independent director system did not play its due role,and it was widely criticized as the “Vase Director”..However,it is this vase director that has become a key role in the resolution of the board of directors of the Shenzhen Metro on the dispute of Bao Wan and has aroused widespread public discussion.This article takes Bao Wanzhi as an example.Through the use of case analysis methods,it attempts to generalize and analyze the problems that existed in China's existing independent director system in this practice.Based on these issues,the independent director system of listed companies is used as the basis.Conduct a systematic study of improvement.This article is divided into four parts.The first part is the brief introduction of the case and the legal issues reflected.It mainly summarizes the circumstances of the case and sums up the legal issues concerning the independent director system reflected in the case,and then extracts three questions: the independence of independent directors.How to protect the issue,whether and how independent directors can disclose information,the problem of independent directors voting to avoid,and details the related parties' attitudes and opinions on the issues;the second part is to explain in detail how independent the independence of independent directors.Through comparative analysis and logical reasoning,the definition of the independence of independent directors and the factors affecting independence are clearly defined,and related solutions are proposed in a targeted manner,mainly through the reform of election and salary systems,and the regular disclosure of proportions and authority and independence.The system guarantees independence;the third part deals with the issue of whether and how independent directors can disclose information.By classifying the information disclosure of independent directors,the two levels,the securities law level and the company law level,are separately stated.Analyze the subject qualification of information disclosure,objectives,scope,methods,and legal responsibilities,with a view to perfecting the information disclosure system of independent directors;the fourth part is to explain the independent director's voting and avoidance,whether independent directors can vote to avoid,and under what circumstances the independent directors vote to avoid,among them It is mainly the problem of the identification of affiliation.It is certain that independent directors can avoid voting by analyzing the possibility of voting by independent directors,and specifically defining whether independent directors Zhang Liping has affiliated relationship and whether he can vote by clarifying the criteria for determining ties.