| Independent director system is a hard problem in the field of the civil and commercial law. Studying independent director system is very meaningful for perfect corporate governance and protecting the right of the middle and little stockholders. This text is trying to study independent director system. It studies the concept and function of the independent director system and discuss the problem of independent director system in china, and also, it comes up with the suggestion of the complement and improvement of independent director system. The paper is divided into three parts, about 30 thousands words. First, it is the illustration of the independent director system. This part begins with the analysis independent of the independent director and emphasizing the concept of the independent director, introducing how it forms and it's development, also, the evaluation of the foreigners, intrustrating the responsibility and function of independent director system, pointing that it indeed has some shortcomings in the practice of the foreign country, but it cater for the regulation of the development of modern company, it is worth for us studying and imitating. Second, it analyze that china brings in independent director system and it's present condition. In this part, it mainly illustrates the aims that china develops independent director system, analyzing the situation of setting up, the status of salary and the sources of independent directors in board and corporate performance, and it points some shortcomings of independent director system in china, such as, the number of the independent director are small, the ratio is low,the working time and the right of realization can't be granted, it lacks of the necessary institution of the constraint, and the institution of election isn't quite correct, the last is the evaluation system of qualified certification complete. Third, it is the suggestion of the complement and improvement of the independent director system. This part is aimed at existential problem of independent director system in the present. It suggests that we should through facilitating reducing the civil stock part, innovating it's institution of election and regulating, it's institution of evaluation of qualified certification, pointing out clearly that the functional status of the independent director and supervisory director, especially constructing system of encouragement (including reputation, salary and risk encouragement) and the institution of constraint and so on. Completing and improving independent director system in china, making it play a great role in our running company. |
