Exploration Of Improving The Independent Director System In China

From the financial fraud case of Luckin Coffee to the financial fraud case of Kangmei Pharmaceutical,China’s securities market has witnessed frequent thunder and frequent situations,which is related to the fact that independent directors are not "independent".In the kangmei Pharmaceutical financial fraud case,two independent directors were sentenced by Guangzhou Intermediate People’s Court to bear the joint liability of 5% to 10% for their signature on the report,which is bound to set off a storm of blood in the capitalist market.And where should the independent director at the center of the vortex go from? The independent director system originated from Britain and The United States.Based on the theories of separation of rights,principalagent and information asymmetry,it has been continuously developed and improved in the West.At the end of the 19 th century,China introduced the independent director system.The independent director system has been developing for twenty years in China,but now it shows many problems and does not achieve the desired effect.The independent director system is of great significance in perfecting the modern enterprise management structure,maintaining the interests of major shareholders and public investors,and building a good market environment.As an important part of the corporate governance structure,independent directors should not be reduced to "eye candy" or a high-risk occupation.So should be fully aware of the significance of the system of capitalism in China market,combined with the actual situation of the development of domestic enterprises,relevant reference outside of the efficiency of the independent director system,the comparative analysis of foreign and concrete system of independent directors in China,further optimize the system and effectively cope with the difficulties faced by,surrounding the issue to create appropriate institutional structure,Prepare for the application of independent director system in China.This paper is divided into three parts: introduction,text and conclusion.The text is divided into four parts:The first part is the independent director and the independent director system of the concept,origin to do a simple exposition,at the same time,the establishment of China’s independent director system of the necessity of analysis,that is,from the theoretical basis of the independent director system to the practical significance of China’s independent director of two aspects of analysis.The second part explores the operation of the independent director system in China mainly from the perspectives of the selection procedure,responsibility,positioning and function division of the independent director,as well as the incentive mechanism.Meanwhile,it gives a brief overview of the current development status of the independent director system in China,thus revealing its many problems: The independent director’s position is not clear,the function division is vague,the accountability system is not perfect,the accountability standard is vague,the incentive and assessment system is not perfect,the independent director’s nomination and selection system and the independent director’s composition system is not reasonable.The third part draws lessons from the mature experience of the American independent director system by comparing the accountability mechanism,selection and appointment mechanism,compensation and rights and interests protection mechanism of the Chinese and American independent directors,and brings some enlightenment to the improvement of the domestic independent director system,especially the selection and appointment system and personnel composition system of the independent director.The fourth part put forward the improvement of the independent director system in our country,from the division of functions and clarify the positioning of the independent directors,perfect the system of independent director liability,the independent directors liability standard to perfect our country’s incentive and evaluation system,perfecting the mechanism of the independent director’s rights and interests,etc to improve the independent director system operability in practice,make independent directors are alone and understand,Let the independent director system from "stand up" to "use".