Research On The Appointment And Removal Of Independent Director In Domestic Listed Companies

Appointed or removed by the board of directors of the listed company system is the realization ofeffective corporate governance, optimize the economic structure, standardize the track of development ofthe economy of one of the important link. This paper aims to through to the market economy is relativelydeveloped, after adjusting for multiple economic structure more reasonable the United States, Japan, twocountries present comparative study of independent director’s appointment system, analysis of the currentdomestic system of board of directors of the listed company to appoint or remove the defects of the relevantlegal provisions, seek to build up a set of standardized and institutionalized, can grow up with theaccompanying China’s system of governance of listed companies, evolution, basic framework of the systemof independent director appointment.This article discusses the independent director system of listed companies should have the basicelements, the deeper excavation analysis of the independent director system of listed companies must havefeatures-independence, essence and its connotation, and emphatically from the salary, ratio, and term thanfour aspects, analyzes the easy to the independence of the board of directors of the listed company producenegative results of related factors. From domestic listed company independent director of comprehensiveanalysis of the current system of appointment and, further from two aspects of qualifications, theappointment mechanism, analyzed and discussed in detail, this paper argues that the board of directors ofthe listed company qualifications is to determine basic factors of independent director’s independence, theappointment mechanism is decided for the company’s board of directors of the listed company canrelatively effective behavior the key to make objective and independent judgment. Through the comparisonin the United States, Japan and the three independent director appointment system, we can see that thecurrent qualification regulation, the main characteristics in limiting the terms of the relationship betweenindependent directors and senior management, and Japan in particular "the only way to set up", in thepractical application effect is good, then look at home because of the economic system of the special way,cause the special case of the current governance of listed companies, equity distribution is not reasonable,nomination and election is not rigorous, is the focus of the further research in this paper. Again after the current status of domestic listed company ownership structure, corporate governance, the practicaldifficulties encountered as well as the relevant laws and regulations of simple preliminary analysis,proposed the system of appointment of independent directors in listed companies on the overall design forthe future, it should be noted "under the different choice, lift, focus on internal audit, lifetime is responsiblefor" the basic proposal (hereinafter referred to as "four recommendations"), on this basis, and emphaticallyanalyzes the four recommendations to follow the legal basis and realistic foundation, strengtheningtheoretical support, to achieve this goal, in order to establish a legal framework to the growth of the "can"and topic.To sum up, the author believes that the current board of directors of the listed company of the negativequalification should be more detailed rules and regulations related with the "insider", and pay attention tothe control of timeliness, rather than a single token limited company executive layer. Nominated to changefrom the existing rules, make by the China securities regulatory commission director unit, nominatedbetween different industries, on the basis of the previous nominated for the next new rules, and to betterachieve the election of cumulative voting. Considering in the current or even a longer period, for theoptimization and adjustment of economic structure of unstable factors under the influence, with relativelyshort or the longer term and severe punishment in violation of conditions, with a lifelong responsibilitysystem, optimize the current recall system, through the industry specification form, as far as possibleinstead of in the form of arbitration or mediation proceedings, but shall specify the necessary conditions ofthe judicial intervention, so as to damage the interests of minority shareholders when appropriate relief.