| Under the the conditions of ownership and control, the core issue to be solved of modern corporate governance is internal control and the problem of moral hazard caused by the separation.It is essential to maintain the independence of the board of directors. Independent director system is adapted to enhance the independence of the board of directors resulting from this request.In China, the vast majority of listed firms is from the original distribution after the reform of state-owned enterprises listed on. Highly concentrated ownership of listed companies. The phenomenon of Shareholders by controlling shareholders to manipulate the General Assembly and the Board of Directors is very prominent.In fact the board of directors has become a major shareholder agent. Moreover, the board of directors also appointed by the majority shareholder. Shareholders' general meeting elected the representative of the interests of shareholders. In addition, the board of directors and managers a high degree of overlap, the question of the internal control of listed companies in Chinais Widespread. From the practice in recent years, the independent directors in protecting shareholder rights and interests of small shareholders in particular the rights of a far cry from its original intention. Controlling shareholders against the interests of small shareholders into a generalized trend of the phenomenon. The effectiveness and independence is questionable. Therefore, it is necessary to the issue of independent directors of a number of deep-rooted theoretical and practical understanding of the further clarification of ambiguous.In this paper according to the implementation of China's independent directors over the past few years,we will make a preliminary evaluation about the system. On the basis of comparative empirical results analysis,this paper tries to putforward the policy recommendations in a targeted manner to improve the system of independent directors .In this paper, the independent directors of listed firms in China, as well as the effectiveness of the system to further improve the study, mainly from two aspects of that part of the theoretical analysis and empirical evidence provided by experience.Part of theoretical analysisThis paper leads to the theme and clarify the structure of ideas and papers in chapter1.Chapter 2 focus on the national system of independent directors reviewed the literature and regulations of the United States and Britain in particular. To lay the basis for Construction for the back of the system of independent directors of listed companies operating mechanism and regulations.The research in Chapter 3 analyses the independent director system characteristic among the different company governs under the pattern..The independent director system characteristic carries on the comparison to four broad heading companies is the UK-US market leading government pattern, the German-Japanese Bank leading government pattern, East Asian and Southeast Asia family control government pattern and under the Eastern European switch economical country government pattern.. Through the comparison we realize that introduces the independent director system to our country to listed firms without doubt strengthens one kind of effective choice which the interior keeps in balance. At the same time we also has a quite clear understanding about listed independent director system present existence's many questions.Chapter 4 listed company independent director system theoretical analysis frame.Thispaper propose the independent director system rational:principal-agent theory, benefit counterparts theory, signal transmission theory and human capital theory. Next this paper constructet the listed firms independent director system theoretical analysis frame mainly includes the independent director system elementary object, the independent director system formulation, the execution as well as the independent director achievement appraises several parts.Chapter 5 listed firms independent director system formulation.This paper also mainly specifically appoints the mechanism, the responsibility from the independent director to investigate and the risk guard mechanism two aspects carries on the analysis.The mechanism appears especially important.The reasonable method should be in the company nominates in the operation the major stockholder or the holding shareholder continues to have the nomination. However, in specific aspects of the implementation of the election to avoid a vote, which called for the nomination with voting rights of people interested candidates to avoid the voting procedure.We must establish the unification to instruct the Chinese Securities Supervisory Association, the surveillance and the inspection, is composed the nationwide character by the various trades and occupations experts or regional"the independent director association", is responsible to independent director's qualifications examination. Draws up "Independent director Law" as soon as possible by the Department concerned, stipulates and the explanation independent director explicitly should undertake the concrete responsibility which as well as has not been able to fulfill when correctly the responsibility should give the concrete penalty. In our country judicature practice consummates the shareholder to represent mechanisms gradually and so on lawsuit, collective lawsuit.We should introduces the independent director responsibility compensatory regime in "Law of corporation", stipulates the company explicitly to independent director's compensation responsibility. Protects the independent director to request that the compensation the right, provides the direct protection to the independent director. The perfect independent director liability insurance system, the independent director liability insurance mechanism construction needs to insure the profession necessary to carry on.Chapter 6 listed firms independent director system execution. This paper mainly analyzes from the independent director good power mechanism and the drive restraint mechanism two aspects. The good power machine-made part, looking from the near future is mainly strengthens the National audit office to construct with emphasis, display independent director's core value. Simultaneously is positive for the Nomination committee and the salary inspection committee's operation creates the condition. The medium and long-term, along with the necessary mechanism with the external environment improvement, listed firms should set up the strategic committee gradually and so on other function committee. The drive restraint mechanism part, in the concrete operation, listed firms may consider when the general meeting of shareholders consider he independent director salary bill and adopt the shareholder right to vote the elimination way. Listed firms may practice the vote system which the major stockholder avoids, namely the major stockholder does not participate in the independent director salary bill the decision composed of the young shareholder the general meeting of shareholders considers through the salary committee submission independent director salary bill then while deciding independent director salary. Our country listed firms independent director salary drove that the institutional arrangements should adopt advance gradually, the fixed salary and the stockholder's rights organic combination gather the salary pattern. Each company should consider specifically how to combine according to own situation with the inside and outside conditions . Chapter 7 listed firms independent director achievement appraisal.This chaper construct the listed firms independent director achievement appraisal system.The listed independent director achievement appraisal system should embark from the achievement appraisal goal, why namely solves must carry on the appraisal .Next, consideration appraisal main body object as well as appraisal concrete method and target and so on..Empirical analysis partThe independent director system to the corporation surplus management, operating results' action mechanism may summarize is: the independent director may enhance to listed board of directors's independence.The independence of board of directors immediate influence the board of directors function and efficiency enhancement. A high energy's board of directors may map for to be listed earnings management standard, the operating results enhancement. Therefore, to the independent director system and the earnings management, the operating results relations carries on the real diagnosis examination, the research discovered:1. At present our country listed firms board of directors independence obtained the enormous promotion, the surveillance achievements had been already more obvious. The independent director proportion average value is 35.26%, has surpassed "Instruction Opinion" stipulation.2. The independent director salary and the earnings management relational checking indicates in our country listed independent director salary system existence institutional arrangements the question, even if the most independent directors have received the relatively high salary, but maintains the silence, has not played its proper role..3. The independent director participates in the board of directors conference number of times, regardless of with earnings management, displays with the operating results relationship analysis confirmation in is not remarkable.This paper indicated that our country listed present independent directors attend the board of directors conference often are become a mere formality.Research insufficiency and futurology forecast1. This paper originally wants to join targets and so on independent director's specialized background, professional background, school record background, knowledge structure in reflecting our country listed firms independent director system characteristic the target choice aspects. Because the foundation database lacks its primary data material, formerly some scholars studied also receive the sample size which the data influence chooses to be small, findings' confidence level existence certain question.We must do further deep research from now on .2. The company operating results' appraisal is in itself quite complex. This paper can only be from the data availability and stability of the point of view of the use of accounting data. In our country corporation outside capital market under the standard effective premise, the later research should use the market appraisal gradually the achievement target to conduct the research gradually.3. This paper must do the deep research of the independent director achievement appraisal mechanism and the evaluation indicator system . In the paper appraised the goal, the content to our country independent directors and so on to carry on the analysis, proposed the design inspection target basic mentality, but also needed further deep research..4. Studies must go on of our country listed firms independent director system and the agent cost relations. Fama and Jensen pointed out that independent director's involvement can reduce the operator evil intention plot possibility. Simultaneously the board of directors achievement carries on the low cost domination internal conversion the market bringing about mechanism, its vigor will obtain strengthens. The independent director system's introduction will be helpful in reduces the proxy cost, enhances the company value.5. The company external environment research will be a futurology general orientation.To introduce the independent director system is consummates the company management structure the important action, but far is not the complete aspect. Consummates to listed management structure and the standard to listed firms operation is facing the numerous restriction factors. For instance lacks the mature market environment, the legal environment, the social credit system and the manager market.This is the process which proceeds in an orderly way.It is impossible to get it done in one action.This paper attempts in the below aspect to form the characteristic and realize the innovation1. This paper has constructed our country listed firms independent director system theoretical analysis system initially.Listed firms independent director system theoretical analysis should first start from the independent director system's goal to take the research logic beginning, particularly must unify our country listed firms special details construction independent director system's elementary object. Next, the analysis of independent director system's formulation. Specifically, the independent director system formulation key aspect is the independent question.The independent director appoints the mechanism and the responsibility investigation risk guard mechanism. Once more, this paper analyzes the independent director system's execution,independent director's good power mechanism, the drive restraint mechanism specifically. Finally this paper gives the implementation of the system of independent directors to evaluate the effects.2. In independent director's nomination election link, implements the major stockholder or the holding shareholder avoids the vote system. In our country alone big realistic situation, the board of directors in fact controls by the major stockholder, such stipulation possibly causes the major stockholder in fact to control independent director's salary decision-making power to affect independent director's independent consequence. In the concrete operation,we may consider when the general meeting of shareholders considers the independent director salary bill and may adopt the shareholder right to vote the elimination way. The shareholder right to vote's elimination is refers to, when some shareholder and the general meeting of shareholders discusses when the resolution item has the special stake, this shareholder and the agent average person do not the stock which has on it exercise the right to vote. Certainly, Securities Supervisory Association supervises in this aspect must be specially severe, has set of corresponding measures and the means.3. This paper proposed that the construction prestige mechanism present and a relatively long time has the strong practical significance in our country according to the proceed signal transmission theory. In some kind of significance looked that the discount value which in the future regards as a higher income the prestige price to bring the cash flow which corresponds, this discount value and independent director hit back immediately adding together will be the reality total reward which the taking the post of independent director will obtain. Independent directors in listed firms show their objectivity and independence to better protect their reputation. They will be faced with ruin the reputation risk if executives of listed firms with conspiracy deceive, such as small and medium-sized shareholders.4. This paper introduces the belt intangible asset and other long-term properties revises the Jones model when research independent director system and earnings management relational model1.This paper uses this model to determine that the earnings management the variable subjective should count the volume the absolute value is ABS(DA). After having determined ABS(DA), in view of must study the question the goal, according to the explanatory variable and controlled variable's choice, constructed the linear model to come to between the earnings management and the independent director system characteristic relations carries on the empirical analysis. |
