The Construction Of The Independent Director System In The Listing Corporations In China

The independent director system originated in western countries such as Britain and U.S.A. The independent director system as a system arrangement can avoid corporation being controlled by inner person, improve the listing corporation's managing construction and protect little investors' benefit. In recent twenty years or more the practice of the independent director system had achieved some effect in western countries. The western enterprises have established the supervising and balance of'the independent director system as a good principal of corporation managing model. Nowadays, during the course of transforming economic system and corporation system, our country sees some new problems. Especially in the respect of corporation managing construction, there are some outstanding flaws such as stockers reigning mainly control the directorate, therefore the little stockers' rights and interests can't be protected; directorate lacks of independence, therefore the rights, responsibility and interests are inconsistent with each other; the function of supervising board has been weakened; the problem of inner person controlling is serious; the system restriction of domestic capital market has been weakened ,etc. Under such situation, in 1990's some listing corporation of our country began to employ independent directors, which arose attention of all circles hi society. On August 22nd, 2001 China Securities Regulatory Commission issued a file, which required of the listing corporations having independent director system as an important respect. However, hi general whether in circles of enterprise or theoretic, our country's research on independent director system and practice on it are just a beginning and we only have an unclear recognition of it. A lot of research and practical investigation are needed to popularize the independent director system inour country. Therefore the author chooses "the construction of the independent director system in the listing corporation in China " as her research issue and puts forward some suggestions for quickly establishing and improving the independent director system suitable for china's situation.This article firstly introduces the birth and growth of the independent director system and the practice in foreign countries, analyses the meaning of the independent director system to improve our listing corporation's managing constitution and through further discussing on the trial and practice in our listing corporation, concerning some problems in its function such as: independent director isn't independent; the independent director has unclear function orientation and disorganized relation with supervising board; the independent director lacks of valid promoting and restricting system etc., gives some suggestions on how to improve our listing corporation's "independent director system". The suggestions include: make clear of the function of the independent director system; strengthen the qualification of the independent director; build the independent director organization; regulate the selection and assignment of the independent director, perfect the promoting and restricting of independent director; set exiting system of the independent director and strengthen other related measures.