Legal Research On Personal Disclosure Independent Opinions Of Independent Directors In China 's Listed Companies

In the 2016 "Baowan dispute",Vanke's independent director Professor Watson issued a public letter about the big shareholder of China Resources questioned whether the independent directors of individuals can disclose their independent views of the independent discussion.This article analyzes and proves the legal problem: First of all,the introduction of the independent director system in our country is to solve the institutional problems of the major shareholders in the listed companies in our country,and the independent directors want to complete the supervision of the major shareholders,it is necessary to use the securities market,small and medium shareholders and the public's power.Therefore,the independent disclosure of independent directors' personal opinions on their independent opinions is to monitor and restrict the major shareholders by resolving the information disclosure problem in the securities market and combining the forces of small and medium-sized shareholders.Therefore,the independent directors of listed companies in China to disclose their independent opinion is a realistic basis and objective causes.Secondly,the relevant legislation of the independent directors of our country has a great explanatory space for the individual exercise of the independent directors.Through the analysis of the "Opinions on the Establishment of Independent Director System in Listed Companies" and the relevant legal texts,the independent directors disclosed Its independent opinion in our current legal environment is its current legal basis.Thirdly,the relevant laws of the relevant laws of the independent directors of the terms of the provisions of the independent directors as the general directors of the voting rights and collective exercise of the decision-making power is difficult to play the desired supervision effect,and independent directors to disclose their independent opinions of the implementation of the authority in the completion of supervision and The legislative purpose of restricting the major shareholders is unique and necessary.Finally,due to the "Baowan dispute",the unique performance of Watson's personal performance,in order to allow independent directors to disclose their independent opinions in China's listed corporate governance play a more common role,it must be independent directors to provide individual rights Reasonable incentives and protection mechanisms,and to a certain extent,their exercise of the constraints.Therefore,through the above analysis and argumentation,this paper argues that because the disclosure of independent opinions by independent directors of listed companies in China can solve the problem of information asymmetry between the public and the internal managers of listed companies,the behavior itself can be on the listed companies Play a warning effect and supervision role,and the securities market will respond to the behavior of listed companies,so as to achieve the major shareholders of listed companies and controlled by the management of the constraints of large shareholders and the quality of information on the securities market to enhance the quality of the effect.Therefore,it is an effective way for independent directors to disclose their independent opinions.It should be perfected in the relevant legislation in order to play a more important role in the governance of listed companies.