Research On The Functions And Powers Of Independent Directors Of Listed Companies

China established the independent director system in 2001.After several years of practice,it does not achieve the desire as it expected.As the CSRC investigate false information of listed companies and problem of related party transactions.It is very important to the supervision of independent directors.But establishing a system needs a long time to finish.How to make it better adapt to China.It is required to combine with practice and constantly perfected,hope to make better.Especially in China is to use a “Dual” mode governance,The structure of the board of supervisors and the independent director are function overlap as well as the independent director election,information acquirement,the guarantee of the effectiveness of incentives is not perfect.It is bad for the independence of the independent director.It is not only company interest has been damaged,but also its reputation is greatly reduced.Therefore the independent director is also called "vase director" or " nominal director".Based on this,this paper want to grasp the independent director authority and analyze reason that our country independent director authority exercise difficult as well as put forward effective suggestions to make it perfect.There are three parts: introduction,body and conclusion.The body describes the definition of independent director system,the exercise of the power of the status quo,the relevant revelation of the system of independent director system outside the territory of China and the improvement of the system of independent directors' authority.Part 1: A brief review of the history and definition of independent directors.An analysis is made of its approximate concept.And its functions and functions are introduced to demonstrate its rationality and legal status.Part2: Describe the problem that in the independent directors authority exercising.Find out the ways to solve as well as summarized.Part3:Respectively to the United States,Japan and Hong Kong,the three local legislation of the functions and powers of independent directors were analyzed,from the legislative experience of the three w can search for the legislative mode of our country,reference abroad on guarantee the exercise of its powers of legislation,we can perfect the legislation of our country insufficient.Part4:Respectively from the scope of authority,safeguards and supervision of the three module to explore how to protect the functions and powers of independent directors exercise,I hope through effective legislation and improve the enthusiasm of the performance of their duties to promote the functions and powers of the exercise,in order to protect the rights of shareholders and the company,and create a healthy market environment.