On The Guarantee System Of Independence Of Independent Directors

Since 1990,some countries have modernized their companies so that the economy can adapt to the trend of global integration.Finally,at the beginning of the 21 st century,China introduced the independent director system in order to improve the “insider control” of the company.But after the introduction of this system,this phenomenon has not been improved.At the same time,the so-called “vase directors” and “human relations directors” have emerged as independent directors,and criticism of independent directors often occurs.The reason for this phenomenon is that independent directors can not really achieve“independence”,and their “independence” is not guaranteed in China,resulting in that the independent director system can not reflect its real role.This paper attempts to analyze the legal system of independent directors in China and draw on the excellent development experience of foreign countries,in order to build and improve the legal system of independent directors' independence protection in China.This paper is divided into five parts.The first part is an introduction.Chapter 1 gives a basic introduction to the independent director system,makes a necessary analysis of the "independence" of independent directors,and describes the current development of independent directors in China.Chapter two mainly refers to the existing defects of the legal system of independent directors in China,and analyses the reasons why it is difficult for independent directors to maintain "independence".In this chapter,the defects of the appointment and removal system,salary incentive and responsibility system are analyzed in detail.The third chapter mainly analyses the legal system of foreign independent directors and compares it with domestic ones.It mainly analyses the merits of American salary andresponsibility system,Japanese liability limitation and exemption system and British Association of Registered Independent Directors.At the same time,it also discusses the reasons why China can introduce these corresponding systems.Chapter four is mainly based on the establishment of the independent director association system.In order to protect the independence of independent directors,this paper gives suggestions on the construction and improvement of the salary incentive and appointment and removal system of independent directors,and also gives some ideas on improving the legal system of independent directors.