The Study Of The Perfection Of The Independence Director Regime

Independent directors, as one specific group of directors, distinguished themselves from general directors with their inherent characters, especially the feature of "independence". The independence, in the essence, lies in the fact that independent directors have direct or indirect interest in the company where are incumbent.The purpose of the regime of independent directors is to ensure the proper and effective functioning of independent directors.The independent directors came into being at the beginning of 20^th century when the corporate governance structure in U.S. transferred from the "shareholders centralism" to the "directors centralism". During that period, shareholders played a weakening role in the corporate business and the phenomenon of insider control went out of control concomitant with the malfunctioning of the board of directors. By the 1980s the independent directors regime had became fully developed and started being transplanted around the world after 1990s.The independent directors regime has different functioning orientation in different corporate governance systems. Due to the peculiar issues of highly concentrated shareholding structure and "one dominant shareholder" in China, the role of independent directors is oriented to supervising the insiders controlled by big shareholders in case that the big shareholders infringe the interest of other shareholders and the corporation itself in conspiracy with the insiders under their control.The corporate governance in U.S. and U.K. provides a good reference to China during our establishing an independent directors regime. Meanwhile China should take into account its own specific situations when transplanting the independent directors regime. The independent directors systems in China will cover the following aspects: the independent directors' qualification, appointment and dismissal, duty and authority, remuneration, obligation and liability, etc.