The Study About The China Independent Director' Function And Legal Liability

The corporate governance is a worldwide long-term basis question. The independent director system is the system of how to prevent management authority corrupt behavior. The dissertation discusses the China independent director'function and what legal liability they should undertake through reviewing the independent director system'history and analyzing the different national corporate supervisor system. Then bring forward the questions about the function of the Chinese present independent director system. Finally, the author establishes the independent director'function which accords with ours country's actuality and gives the following views of points: financial independent director'corresponding"restrictive"legal liability.This dissertation consists of five parts:Introduction In this part,the background,incentive,delimitation,and literature summarization,limitation of this dissertation described.Chapter One The independent director system under the corporate governance theory. This chapter gives the connotation of corporate governance. Correspondingly, it introduces some related elementary theory of corporate governance which provides research view and technique, including the proxy cost reduction theory, the divergent interest sponsor intervention theory, the organization differentiation function principle, the corporate achievement improvement theory, the environment dependence theory. The author describes what happened in the Chinese corporate governance actuality. On the other hand,try to establish the idealized corporate governance and the board of directors decision-making pattern. At the last,the author proves the hypothesis about independent director function by using cost-income analysis method.Chapter Two The Chinese independent director's function. This chapter gives the definition of independent director. Why the independent is most important for independent director? Who're they independent of? In the west, independent director isn't the only supervising organization. So , the author indicates the independent director'function and responsibility through reviewing the independent director system history and analyzing the different national corporate supervisor system. Simultaneously, it was determined by an empirical analysis what the reality of independent director's function is the consultant more than the supervisor or judge in present situation Chinese listed company.Chapter Three The independent director's function which undertook by the financial expert. This chapter analyzes which role was played by financial expert in the listed company's the board of directors. Ever if,the financial independent director were legal financial supervisors. In fact, the listed company'need is financial consultant. As supervisor and decision-maker, the financial independent director'legal responsibility is more than the other directors'. The difference between legal rule and actual need makes them in a dilemma. In order to solve the question the author brings forward her innovation what with the independent supervisor is substitutes for the independent director.Chapter four The relationship between financial independent director and special committee. The chapter focuses on the special committee under the board of directors. Financial independent director and special committee have related closely. The former'responsibility fulfilled depends on the latter;the latter can't fulfill its duty without the former'special skill. The financial independent director's function and responsibility in the audit committee was discussed. The author points out the flaw in the system rule. Then she gives her individual suggestion about how to consummate the audit committee system.Chapter five The legal liability for financial independent director'legal duty. Legal duty is the premise of legal liability. This chapter analyzes what kind duty the financial independent director should undertake. Compared to the general director the financial independent has more significant responsibility. The actual outcome is dissatisfying. The existing literature was only suggested to limit the independent director duty without theoretical analysis. No dissertation analyzes the financial independent director's duty. The chapter intends to fill the gap. Listed company,it's control-shareholders,directors (outsides independent or insides executive),supervisors and managements all owe fiduciary duty (including duty of care and duty of loyalty) to shareholders. Further, the duty depends on one'difference function and legal right. Hence, as supervisor nor decision-maker, the financial independent director should but only undertake restrictive legal liability. The main academic contributions of this dissertation including: (1) the innovation what with the independent supervisor is substitutes for the independent director; (2) the financial independent should but only undertake restrictive legal liability.