An Empirical Study On The Independent Director System Of Listed Companies In Inner

Since the independent director system began to be used in public companies of China in 2001, the effectiveness of this system is controversial. A kind of view is that the system did not play its due role in the governance of public companies in China, useless. Another kind of view is that the system has played an important role in China’s public company governance, but need to further improve.With the samples of 25 Inner Mongolia public companies, the implementation status of the independent director system, is clearly revealed by the form of tables whose data associated with the performance of the independent directors have been carefully collected. According to the analysis, series of phenomenons have been found.Main problems are:that nominated selection mechanism of independent director seriously affects its independence, and the situation of independent directors’ attending meetings (especially for the special committee of the board) is not ideal, and the independent drectors almost have not given opposition independent advices, and independent directors rarely exercise their special powers, and independent directors do not understand their authorities and responsibilities very clearly, and there is no inspection supervision mechanism in the process of the independent directors performing their duties, and so on.Through in-depth analysis of the above phenomenons, the writer believes that after the independent director system of public company of China should make big adjustment, the public company governance system with Chinese characteristics should be established. First of all, learning the theory and the mode of western listed companies governance. Second, the serious study of domestic market and legal environment faced by Chinese listed corporate governance. Third, fully recognize the significance of improving the level of Chinese listed company governance. Fourth, to strengthen the system construction is the core of improving the level of Chinese listed company governance. China’s listed companies can be divided into two major parts, the special board market and main board market. These companies, such as:state-owned holding, legal person controls, personal holdings, united holdings, are listed in the special board market. Those companies whose ownership is diffuse are listed in the main board market. The listed companies on the special board market are suggested to use Germany listed company governance mode. In this mode, the board of supervisor, as the center of company governance, is established. And there are a harf supervisors, as independent supervisors, in the board of supervisor. The listed companies on the main board market should adopt American listed company governance mode. In this mode, the board of director is the center of company governance, and there is no the board of supervisor again, and the independent directors should account for more than half of the members of the board of director. Fifth, to strengthen supervision is the powerful guarantee to improve the level of listed company governance.