On The Perfection Of The Voting System Of Independent Directors In China

The establishment of the independent director system of listed companies in China is to supervise the directors of the company,protect the legal rights and interests of minority shareholders,and form an effective restriction on the absolute control of large shareholders.The way to exercise the rights of independent directors is mainly through voting,and the voting rights of independent directors are the key to the role of independent director system.From establishing the independent director system in China by now,the independent directors voting system has the problems of the independent director's function and value have been widely questioned by the social from all walks of life,especially the vanke,the decision of the board of directors of the company “6·17”,to improve the system of independent directors voting rights research is necessary.Research according to the theory research and case analysis,this paper analyzes the status quo of independent director system of voting rights in the and perfect,establish suitable for China's national conditions is analyzed with the system of independent directors voting rights,increase in the corporate governance of listed companies and market competitiveness.This paper mainly studies the voting system of independent directors by the combination of case analysis and theory."Vanke,the decision of the board of directors of the company“6·17”and its cause of the legal issues as the foundation,elaborates the basic theory of the independent directors voting system,analysis of the specific reason for the independent directors voting system in China is not perfect and performance,and improvement of the system of independent directors to vote for the idea,put forward specific path.Paper mainly discusses the independent director system of legal blank,nature,characteristics,law and so on,compares the similarities and differences between countries or regions of the independent directors voting system,the correlation functions and powers,and supervisors of conflict,the general rules of exercise,"one man,one vote" and exclusion rules introduced in detailed summary,lay the foundation for the theory behind the analysis.Research results show that independent directors voting system is not perfect is the important factors influencing independent directors takes office,also hard to make the independent director system play a proper role,it is imperative to improve the system of independent directors voting rights,therefore,in the end,based on perfecting the system of independent directors voting rights of the rule of law environment,perfect the independent director voting rights under the premise of specific systems and procedures,puts forward to establish the listed company shall practise a system of independent directors voting rights,develop the independent directors voting rules and the idea of establishing lawsuit system of independent directors voting rights for damages and the specific path.