The Independence Of Independent Directors Safeguard Mechanism

With the worldwide dramatic increase in the number of listed companies and the growing size of the original structure of corporate governance problems in the further exposure, improve corporate governance has become a hot research professionals to raise the voice of the level of corporate governance are becoming increasingly expensive. The introduction of independent director system in China to adjust the structure of an important measure of corporate governance, independent directors were high hopes and was given a supervisory board and a series of important responsibilities. However, due to the independence of our independent directors can not be adequately protected, the independent director system in China's listed companies run the result is not satisfactory,Independent directors did not fully play its due role in checks and balances. As one from the common law countries, one-tier system of governance mode, transplanted from the legal system, the building of the independent director system in China is still at the exploratory stage to explore, in legislation and practice, there are still many problems.Independence of the independent directors play a key factor is that the core values of the independent director system and soul, can not guarantee the independence of the independent directors will lose the value of its existence. In this paper, the independence as a starting point, in the country for independent directors to fully interpret the meaning of the different definition of what is, after the independence of independent directors outlining several basic performance. Through the present, China's listed companies to maintain the independence of the independent directors of the inadequacies of the analysis, as well as Britain and other countries a comparative analysis of legislation, identify the main reason leading to the above shortcomings. The basis of drawing on foreign experience, combined with China's national conditions,Professional managers who made walking path and so on.This thesis is divided into four major sections. The first section mainly by China and Britain and other countries on the independence of meaning from the concept of independent directors on the definition of independence of independent directors to generalize the identity of economic interests, will the areas of performance, and suggested that independent directors to improve corporate governance structure, improve the level of corporate governance play an active role, we must deal with the general meeting of shareholders, board of directors, board of supervisors relationship. The second part of the article by our current legislation, the right line of environmental, cultural factors, etc. A detailed analysis of Pointed out that the independence of our independent directors are not fully protected in the legislation both theoretical and practical reasons. The third part of the article is mainly through the Anglo-American and other countries and China in the independent director system, system design, line of the right environment, line capacity in the right to a comparative analysis to identify strengths and experience of each other's existence worth learning place. In the last part of the article draw on experience of other countries, based on the change in ownership from the environment, improve the legislative system, the establishment of an independent director of talent management center, take the road of professional managers, coordination and the relationship between the board of supervisors, establish and improve mechanisms for an independent director liability insurance point of view, right to protect the independence of our independent directors made a number of system recommendations.