Research on China’s Independent Director System
|School||Harbin Engineering University|
|Keywords||Independent directors Corporate Governance Listed companies Perfect|
The Asian financial crisis broke out in 1997, 2003, Enron and WorldCom financial scandals, and in 2008 by the U.S. subprime mortgage crisis triggered by the global financial crisis, without exception, related to the micro-economic level corporate governance issues . Growing awareness, treatment success or failure of modern corporate governance issues will be directly related to the fate of the economic development of a country (region). As an important part of the corporate governance structure, the independent director system since its birth, as an important step to promote the corporate governance structure, highly praised by the theoretical circles. Countries corporate governance practice process, the independent directors have made outstanding contributions in restricting the largest shareholder, the interests of minority shareholders. In this paper, literature research, comparative analysis of the law and the dialectical analysis and other methods to systematically analyze the history of the development of the common law countries, the independent director system, combined with the relevant provisions of the current legislation of our system of independent directors of listed companies, as well as our in the process of the implementation of the independent director system some of the major representative of a comparative analysis of last made a number of policy proposals for reform. In addition to the first chapter is divided into five parts, the main contents are as follows: Chapter 2 introduces the basic theory of the independent director system. The concept and nature of the independent directors, the legal characteristics of the independent directors, independent directors after a brief introduction, it is pointed out that the theoretical foundation of the independent director system of separation of ownership theory, principal agent theory and asymmetric information theory. Chapter III of the independent director system of common law countries as well as South Korea and China's Hong Kong Special District Historical Survey. Through investigation, we found that the independent director system, as reflected in an important concept is to strengthen internal controls. Chapter IV of our current independent directors of the relevant legislative provisions do a brief introduction. The relevant legislative provisions, we found that the system requires independent directors there are still a lot of unreasonable. Chapter defects of the Independent Director System for analysis. These defects include external governance environment is imperfect, the company's internal governance structure is not perfect, and the defects of the independent directors. Chapter VI as the last part of this paper, proposed a number of measures to improve the Independent Director System of Listed Companies in China, seeks to regulate the independent director system in terms of legal policy, industry management, external governance environment, internal governance mechanisms to promote the governance structure of listed companies in China improved.