Study On The Independent Director System Of Heihongjiang Province Listed Companies

Independent director first originated in the western countries, such as Britain and America in 1960s. As a system of preventing "the internal control", perfecting the coiporate governance of the listed companies and protecting median and small investors' effectiveness in the more than 20 year' practice in the west. The supervision and balance has been considered as the basic principle of a good corporate governance mode by the western enterprises.In 1990s, China's listed companies began introducing independent director, which became the public concern widely. On August, 16, 2001, China Synthetic Rubber Corporation issued "Guiding suggestions on establishing independent director system in the listed companies", which made independent director system as an important measure in perfecting our country's corporate governance.Most of the listed companies in Heilongjiang province are from the past state-owned enterprises through charging regime. The corporate governance is far from perfection, impairing the median and small shareholders' interests, and lacking the effective supervision to the operators, what's more, internal control and big shareholders' manipulating are also fairly common. In this situation, the listed corporations in Heilongjiang province introduce independent director to perfect corporate governance.The thesis begins with the defining of independent director, expounding the independence, functions and relations between independent director and the board of directors and top executives from the history of the cause and development of independent director system. Furthermore, it overall analyzes the present situation of the listed companies in Heilongjiang province, focusing on the problems and barriers of the independent director system, expatiating the selecting and appointing mechanism, operating mechanism, incentive and restrictive mechanism, achievement evaluation mechanism and basic guaranteeing mechanism through using the classic theories, such as trust acting, coiporate governance and personnel capital, seeking referenced foreign advanced experience, exploring effective system, approach and regulations and putting forward constructive strategies and suggestions. Finally, it comes to the conclusion.