The Composition Of The Board Of Directors Of The Listed Companies In China

In 2018,with the approval of the state council,CSRC accepted the invitation of the organization for economic cooperation and development(OECD)to join the corporate governance committee,and will actively participate in the implementation of the G20/OECD Principles of Corporate Govermance.How to improve the governance structure of listed companies under the changing market economy environment is still worthy of research and should be focus on.The board of directors is a governance structure composed of directors,secretary of the board of directors and special cormittees within the board of directors.The composition of the board of directors directly affects the governance effect of the board of directors.Based on the newly revised code of corporate governance for listed companies,the reference of the OECD Principles of Corporate Governance,OECD Guidelines On The Corporate Governance Of State-owned Enterprises and other countries and regions of the board of directors of the listed company governance,through to the internal structure of the board composition and board member selection,etc are analyzed and Suggestions are put forward.The innovation of this paper lies in the analysis of board composition from the perspective of people and institutions.In the first chapter,the meaning,status and principles of the board of directors are clarified,and the factors of the board of directors' personnel composition and institutional composition are analyzed on the basis of the guiding principles.The second chapter analyzes the composition of the board of directors from the three dimensions of structure,scale and diversity of members.It believes that the board of directors of listed companies in China has problems such as insufficient protection for minority shareholders and single personnel structure,and puts forward Suggestions on the composition of the board of directors of listed companies in China with reasonable structure,appropriate scale and diversified members.The third chapter analyzes the independent directors from the three aspects of appointment,restriction and withdrawal,and believes that the selection and withdrawal mechanism of independent directors should be improved to further limit the situation of independent directors' part-time positions.The fourth chapter of this paper analyzes the board of directors secretary qualifications,employment and part-time situation,and through the analysis of the targeted recommendations.The fifth chapter analyzes the establishment,nomination and personnel composition of the special committee of the board of directors.