| State-owned enterprises are important strength of promoting the modernization of the country and safeguarding the common interests of people. Central enterprises play an important role in the national economy as the main force of state-owned enterprises.Whether the corporate governance structure of central enterprises is perfect or not directly determines success or failure of series of measures to comprehensively deepen reform in our country.Since the pilot work of the board of directors in central enterprises carried out by State-owned Assets Supervision and Administration Commission of the State Council in2004,the board of directors including the outside directors have been established by nearly half of central enterprises.The outside directors play an important role in promoting central enterprises operating in accordance with the law and ensuring the maintenance and appreciation of the state-owned assets,but the externality of outside directors is becoming more and more fragile and what gradually been deviated from the original intention of establishing the outside directors system to solve the problem of "insider control" in central enterprises as a result of more and more outside directors are selected in Sasac system or Sasac enterprises and managed as present head of central enterprises.The author thinks that independent directors system should be established in central enterprises in order to effectively promoting central enterprises perfect modern enterprise system,deepen the reform and scientific development by means of teasing and analyzing the differences and connections between the independent directors system and the outside directors system.The author carries out the idea of system design on establishing the independent directors system in central enterprises in terms of qualification, selection, rights, obligations, evaluation, payment, quitting and responsibilities on the basis of current rules about the outside directors system in central enterprises and the independent directors system in public companies and also combined with the status and role of central enterprises.The problems of disconnection of the outside directors’decision making and supervision or limited thinking on enterprise management could be effectively solved thereby forming coordinated,effective checks and balances of the situation between independent directors and internal management via establishing independent directors system in central enterprises.Foreword of the article introduces purpose and scope of the research subject and,recent research situation at home and abroad of the research subject and,methods and theoretical basis of the research subject,and the expectant research findings and its significance.Chapter one of the article introduces central enterprises and its outside directors system.Definition and status or function of central enterprises are introduced in terms of central enterprises.Background or history and defects of the outside directors system in central enterprises are introduced in terms of the outside directors system in central enterprises.Chapter two of the article states necessity and feasibility of establishing the independent directors system in central enterprises.In the aspect of necessity,the article mainly states that central enterprises perfect modern enterprise system,deepen the reform and scientific development.In the aspect of feasibility, the author suggests that the outside directors system in central enterprises change into the independent directors system when conditions are ripe because of establishing independent directors system in central enterprises is feasible in the aspect of system design and no contradictions are existed with the current system.Chapter three of the article conceives the idea of establishing the independent directors system in central enterprises.The author carries out the idea of system design on establishing the independent directors system in central enterprises in terms of qualification, selection, rights, obligations, evaluation, payment, quitting and responsibilities on the basis of current rules about the outside directors system in central enterprises and the independent directors system in public companies and also combined with the status and role of central enterprises.Conclusion of the article points out that the problem of "insider control" in central enterprises could be fundamentally solved via establishing independent directors system in central enterprises thereby further standardizing management decision,improving the efficiency of enterprises and enhancing the vitality of enterprises. The article exploits thinking for establishing the independent directors system in central enterprises via the discussion of establishing the independent directors system in central enterprises. The article has a strong theoretical guiding significance for improving corporate governance structure with coordinated,effective checks and balances thereby promoting central enterprises perfect modern enterprise system. |
