Analysis On Independent Director System Of Corporate Governance In Our Country

Independent Director System (hereinafter referred to as IDS) was designed by countries under common law in order to remedy the defects of single mechanism of corporate governance, actually, it was initiated by America, as the self-improvement system, independent director has been the hot topic of the global corporate governance reform. Independent Director System was formally introduced to China through the promulgation of Guidelines for the establishment of IDS of listed companies by Securities Regulatory Committee of PRC in 2001. During six years practice, IDS has demonstrated many problems and failed to realize the original purpose of Securities Regulatory Committee, some people even suggest it be canceled. Hereby, given the actual situations in China, this thesis comes up with relevant measures to further perfect the said system.This thesis includes five parts, part one discusses the origin and background of independent director system. The author analyzes the origin, connotations, legal characteristic to IDS and expatiates the cause of its coming in to being and its value on the base of corporate governance, pointing out that IDS was initiated as a legal measure during the process of perfecting corporate governance structure.Part two mainly studies foreign IDS, firstly analyzes IDS legislation evolution in USA, including the period of its germination, establishment, development and maturity, then discusses the IDS'germination, establishment, development and maturity in UK, and further discusses the legislative practice regarding IDS in such countries as Belgium, Malaysia and Japan, etc.Part three analyzes the current situation of IDS in China, discusses the background of IDS'introduction and its development course and its value in corporate governance, evaluates the positive and negative opinions upon China's transplant of IDS, discusses IDS'role in respect of supervising corporate governance, enhancing validity of corporate resolution and strengthening corporate contact with outside world.Part four uses two particular cases to analyze the following defects involving IDS existing during the course of its development in China, including lack of relevant judicial protection, imperfectness of employment and dismissal system, distemperedness of supervision and incentive mechanism and imperfectness of security system, status of failure to be independent, imperfectness of corporate rules and regulations.Part five discusses the effective means to perfect IDS of listed companies of China, given the problems existing in the practice of IDS; this thesis put forward three pieces of advice, namely, perfecting the legislation system as a whole, enterprises'system, relevant rules and regulations.Our country's IDS development is also the system innovation process by nature, we look forward to seeing a more effective and perfect IDS which can play its appropriate role in the course of perfecting the corporate governance structure of listed companies.