Research On The Localization Of China's Independent Director System

As the originator of the independent director system,the United States is not only the most perfect modern enterprise,but also the most advanced independent director system for corporate supervision.After the reform and opening up,in order to prosper the market,improve the modern enterprise system,and strengthen corporate governance,the country issued the "Guiding Opinions on Establishing Independent Directors in Listed Companies" promulgated by the China Securities Regulatory Commission in 2001,and will be an independent director in 2005.The system is written into commercial law,as a legal system of "bottles",in the early legal transplantation,independent directors did not integrate well with the actual situation in China,resulting in independent directors are not independent and become the company's "Vase Directors" The "rubber stamp" voted by the directors also caused an overlap with the supervision of the board of supervisors.This article through the localization study of independent directors,aims to improve the theory of corporate governance in China and the governance model,and further improve the independent directors of the operating mechanism and related legal system regulations.The first part: The basic theory of independent directors.This paper introduces the origin of the independent directors and the social background they generate.Then,by introducing the theoretical basis for the existence and existence of independent directors,the definition of independent directors is defined.The second part introduces the relevant legal provisions and institutional characteristics of independent directors in the United Kingdom and the United States,the two different supervisory models under Japanese corporate governance,and the supervisory characteristics of their own independent directors.Through the two aspects of the independent directors' duties and responsibilities and operating mechanisms.The relevant regulations provide a theoretical basis for improving the independent director system in China.The third part analyzes the problems exposed after the birth of China's independent director system.Finally,some of the issues raised by China's independent directors in the process of "transplantation and disobedience" in the process of independent directorship put forward their own rationalization proposals,thereby further improving China's independent director system,optimizing corporate governance structure and corporate development in China in order to better promote the market economy.Develop and adapt to the new normal economy.