System Guarantee For The "independence" Of Independent Directors

By interdisciplinary research methods,this paper explore why the high expectations of the independent directors reduced to "vase director" in our existing system from the perspective of social psychology.This paper analyzes the social and psychological factors that influence the independence of independent directors by the theory of social psychology.In order to guarantee the independence of independent directors,the construction of the system should be designed to avoid or reduce interference which the above social and psychological factors bring to the independent directors,making the independent directors participate in corporate governance and play a proper value effectively independently.The system innovation of this article mainly includes in the following three aspects:firstly,taking economic conditions of the candidates for independent director,gender and age into consideration;secondly,independent directors accounted for between more than one-third for one-half of the board seats,changes flexibly in different terms;thirdly,building the association of independent directors,the nominating committee,the assessment committee,the compensation committee and the supervision committee under the association of independent directors.The nominating committee is mainly responsible for the candidates for independent director;the assessment committee is primarily responsible for the assessment of independent directors;the compensation committee set up remuneration payment scheme of independent directors according to the assessment by the assessment committee;the supervision committee supervises the daily operation of the association of independent directors.