Comparative Research On Independent Director System

The essay comparatively analyzes in system some typical countries and regions such as the United States, the United Kingdom, Japan, Korea and Hong Kong which practise the independent director systems by using method of combining comparative studying and positive study. The essay comparatively analyze problems which need being tackled in practising such system in China by combining features of Chinese corporations and reality in corporate governance.Chap I systematically introduces independent directors system in othercountries, emphasizing on its origination and evolution in the United States, its roofs, its authorities and duties as well as its qualification requirement and payments.Chap II introduces the legislating course and practising reality of theintroduction of independent director, emphasizing on detailed comparative analyzing of such system pattern background in China and the United Kingdom, its function, its independence, its authorities and duties as well as its rights and obligations.Chap III detailed analyses three controversial problems such as conflictbetween independent director and Supervising Board, resources of independent director's powers and faults and practicing obstacles of this system. The author agrees on:1. Independent directors should be independent from major stockholders, and the key authority of independent director in Chinese corporations lies on supervising authority over important relative transactions.2. Although there is conflict between independent directors and supervising board, these two sectors can still work together and conflicts be resolved by dividing authority.3. It's not suitable presently to stipulate independent directors system in Company Law, which can be more aiming through making regulations by China. And there should allow a longer orientation period to practise independent directors.The author proposes that:The power of resource of independent directors originates from corporation minorities' interests, which is to be safeguarded by independent directors. The independent d-irectors should represent the whole corporation's interest into the Board of Directors.