Research On Outside Director Of State-owned Stockholding Companies

The state-owned enterprise is mainstay of the national economy, the state-owned holding company is a firm, which possesses others' costing- voting shares to control or manage others, and mainly is engaged in the capital management and other production managements. The state-owned stockholding company must establish and improve BOD (the board of directors) to adapt the market economy, therefore the outside director system becomes the core of the reform.In 2004, the SASAC (State-owned Assets Supervision and Administration Commission of State Council) proposed that solely state-owned companies shall set up BOD and emphasized the outside director system which is different and key spot. Therefore how to establish and perfect the outside director system is an important topic.Using corporate governance theory and human resources theory, deriving from outside director of solely state-owned companies in China, drawing on outside director of foreign country, This paper analyzed the value of outside director system, different the definition of non-executive director, outside director and independent director. Using accurate quantity and ratio data, this paper directly illustrated the position of outside director, analyzed the function and power of outside director, and then analyzed how to secure the power.This paper emphasized the independent value of outside director, outside director introduces a independent power and spirit, improved the corporation governance of the state-owned stockholding company, enhanced the function of BOD, optimized company's govern structure. Outside director system improved the independent role of outside director and the state-owned stockholding company's govern structure.This paper analyzed outside director's function and power with systematic point of view, and determined that supervision is the first function at present, detailed the system in the entity and the procedure, and finally secured the outside director to exercise the power from the changing the function of the SASAC, system of accountability,quality,time and the information. This paper proposed to incent and restrict outside director through establishing outside director association, which on the one hand may manage daily business through industry, on the other hand may organize experts to improve supervising and managing mechanism.Finally this paper also discussed appraisal and training mechanism, emphasized the role of appraisal mechanism, proposed exterior appraisal and internal appraisal suggestion, and analyzed training content. Making a conference to training content of independent director of public company, this paper proposed some advices on training content.