Research On The Independence Of Independent Directors

The independent director system originated in the United States in the early 1940s, and became prevalent in the 1980s in Britain, France, Germany, Japan and other countries, now it becomes an important content regulating and perfecting the corporate governance structure. After years of development and perfection, this system has turned out to be a more effective form of corporate governance. Our country has also introduced the independent director system for nearly 10 years. During this period, it experienced one to grow out of nothing, an administrative rule to a legal system. This system played a positive role to improve the listed company's decision-making more scientific, perfect the corporate governance structure and maintain small and medium-sized shareholder's interests. However, the phenomenon "only one big"still exists in China, the role of the independent directors controlling by the shareholders is restricted and can't play well, the independent director's"independence"is still insufficient. Therefore, our relevant regulations should be adjusted, modified, supplemented and perfected based on China's national conditions and use the mature experience of other foreign countries for reference, only then will the company act, the securities act and other legal system fit effectively. Based on large research on domestic and international scholars'research achievement about independent director system, this paper takes the independent directors'independence as the objective of studying, then probes into the connotation and influence factors of the independent directors'independence, after elaborates China independent director system's shortcomings, this article makes some practical suggestions finally. The whole thesis is composed of four parts as follows:Part I focuses on the independent directors'"independence" basic theory. This part starts from the concept of the independent directors, discusses the essential characteristics of the independent directors-independence and its connotation, then analyses the qualifications, election mechanism, quantity and proportion, tenure and salary which are the major factors effecting the independent directors'independence. These laid a theoretical foundation for our research and perfection to the independent director's independence.Part II introduces the USA's practices and experiences about the security of independent directors'independence. This part mainly expounds the American independent directors'"independence" legislative regulations and the practice about safeguard measures. Because the United States is the first country establishing the independent directors'system which is the most perfect, via research on the USA's national legislation and practice. It has not only profound theoretical value, but also important practical significance.Part III points out the status quo of China's independent director's independence. By analyzing the defects in system design which preserves the independent directors'independence, this part points out the deficiency in keeping the independence in practice.Part IV raises some practical improvement suggestions. The independence is guaranteed by concrete system design and arrangement. According to our national situation, this part shows clearly the independent directors'limitations in qualifications, the generation mechanism, salary system and the relationship with the board of supervisors and puts forward related suggestions.