| The independent director originated from America and Great Britain since19th century. The main purpose of the system is to enhance the independence of the board of directors, to supervise the behaviour of the managers and reduce the control from the insiders. However, in the end of the20th century, many famous companies such as Enron and WorldCom reveals series of corporate financial scandals, which expose the problem of lacking of independence of independent directors. Independence is the key factor for independent directors. Once lose it, the independent director may turn to be the "vase" of corporate governance. Thus, this article starts with the independence as the breakthrough of independent director, and research on the system of how to safeguard the independence of independent director.This dissertation can be divided into five chapters, six parts including introductions and conclusions:The introduction first introduces the purpose and background of the research, and describes the research method of the thesis. The first chapter first introduces the origin background of independent directors, and then gives interpretation on the essential concept of independent directors.In the second chapter, I put forward the problem of lacking of independence of independent directors and also exemplified the definition of independence for different countries, such as USA, Hong Kong, and China’s mainland.The third chapter gives an analysis on the reason of lacking of independence. The thesis mainly gives a discussion about the key factors which have an influence on the independence of independent directors, such as appointment mechanism, recall mechanism, incentive mechanism and the relationship between supervisors etc.In the last chapter, I used the mechanism of USA and England for reference, combined with the current situation of China, and give suggestions on the improvement of the safeguard mechanism of the independence of the independent directors. |
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