Design Of Outside Director Management System In Chuangyuan's Invested Enterprise

Now corporate governance is one of the two wheels to operate corporate as corporate management. As the main content of corporate governance researching and exploring outside director management has been an important realistic and theoretical subject. On the stand of shareholder this thesis designs the basic frame of outside director management system in the invested enterprise as the example of Chuangyuan's management practice, using corporate governance theory, human resource management theory, human capital theory and management theory.Firstly, from theory of knowledge this thesis explains definition, character, function, characteristic and innate quality of outside director. Outside director is only a director of the invested enterprise board, and more he is not a full-time employee. As one section of the investment he belongs to human capital. Outside director's functions are to add value, represent , conduct , balance&restraint and reform. And outside, part-time, relative independence, difficulty to evaluate and rarity are his characters. Outside director should have some innate qualities.Secondary, on the side of procedural management this thesis designs selection, appointment, and change of outside director. Selecting is the first step to manage outside director. Position specification and procedure should be made before selecting, and the candidate's qualification and source should be made. Outside director can take into the board by directly assigning or by nominating. Contract and term of service should be made. Outside director should be encouraged to work for a long term. The professional life of outside director should be lengthened. If necessary, outside director can be changed, but it should be cautious to dismiss.Thirdly, this thesis explains the substantive management about outside director. Before appointment it is necessary to supply guidance for outside director. We should establish training mechanism, and also establish the united meeting mechanism of outside director in order to integrate outside director resource. We should manage duties of outside director. Outside director has two duties, inner duty and outer duty. The inner duty includes representing shareholder's benefit, proposing board meeting, carrying out shareholder's purpose, self-judgment right in the board meeting, investigation and suggestion right, learning and conducting. Outer duty should be in the charter of invested enterprise. We should establish the mechanism to evaluate the duties on the base of his duties. The evaluation result should be applied to appoint, train and reward. We can inspire outside director to work diligently with reputation, professional plan, evaluation and payment. This thesis suggests shareholder supply payment and establish reward fund for outside director. Finally, outside director needs some conditions to perform his duties. The fine foundation should be founded in the invested enterprise. Chuangyuan Co. should set up special management organization, provide the support service such as strategic research and strengthen institutional construction.