Instiutional Guarantees For Effective Exertion Of Independent Director's Functions In China

In the 70' of last century, the institution of independent director was initiated by US' public corporations to prevent agent risk. Argument and empirical tests on independent director's functions have been going on since the birth of independent director. The same thing's happened in China since independent directors were disposed in China's public corporations. But some essential problems have remained unsolved till now. So it's meaningful and valuable that the author used the stakeholder theory to re-explain the role of independent director and design a series of guaranteeing institutions.In chapter 1, the author compared the functions of US' independent directors and those of China's independent directors to generalize independent director's two main functions. In chapter 2, five factors were firstly analyzed, which are necessary to realize independent director's functions. Then the author proved the falseness of "independency fallacy" by using the stakeholder theory. In chapter 3, the author analyzed the effect of independent director by using other scholar's empirical test results. In chapter 4, the author summarized four main obstacles in the exertion of independent director's functions in China. In chapter 5, a case study was provided. In the last chapter, on the basis of the practice of the corporation governance in China, the author designed some institution to ensure the realization of independent director's functions.The main research methods used in this dissertation were logical proving and case study. The main creative points included putting up with the conception of "independency fallacy", explicating the connotation of independency from the perspective of stakeholder theory, designing the salary scheme for independent director and the mechanism of functional division and cooperation between independent director and the monitoring council.