The Latest Research On The Independent Director System Under The Background Of New Regulations Of Insurance Companies

The independent director system originated in the United States.Under the US one-unit corporate governance model,an independent director system was established to enable the board of directors to more effectively supervise management.While China adopts the dual corporate governance model,the necessity and value of introducing an independent director system has been controversial.Due to the failure of China's board of supervisors,the high concentration of equity and the influence of some external factors,the independent director system was introduced to China in the1990 s and was implemented in listed companies and some special regulatory industries.Insurance has quasi-public product characteristics.In view of the particularity of insurance company management and governance,as well as the fact that China's insurance companies have high concentration of equity and weak protection of policyholders' interests,in order to improve the internal management capacity of insurance companies,on April 6,2007 The former Insurance Regulatory Commission formally notified and implemented the Interim Measures for the Administration of Independent Directors of Insurance Companies,and required Chinese insurance companies to establish an independent director system in the form of normativedocuments.The past two decades have seen a rapid development in China's insurance industry,with its market size and capital scale growing rapidly every year.And it plays an important role in China's financial industry.However,the unreasonable ownership structure of insurance companies leads to the lag of their internal governance.Large shareholders control the company,operate illegally and use insurance assets.Especially since 2014,the large-scale entry of insurance assets into the capital market has aroused great concern from the social and regulatory authorities.The China Insurance Regulatory Commission believes that the chaos in the insurance industry stems from a lack of internal corporate governance.In order to improve the governance of insurance companies,the Bank of China will promulgate the "Administrative Measures for Independent Directors of Insurance Institutions",hoping to enhance the independence of the board through reforms and enable independent directors to assist the board of directors in scientific decision-making and supervision.The functions of major shareholders and management have been introduced to achieve an initial governance of insurance companies.This paper analyzes the necessity for the insurance companies to establish an independent director system,the development of the independent director system of overseas insurance companies,the status quo and main problems of the independent director system of insurance companies in China,and sorts out the newly reformed the "Administrative Measures for Independent Directors of Insurance Institutions".Measures,and in this context,propose improvements to some of the existing problems.This paper consists of three parts: introduction,body and conclusion.The introduction part mainly proposes the problem,expounds the research value and significance of the research,summarizes and combs the existing research literature,clarifies the main research methods,combs the structure of the theory and analyzes the innovation and deficiency of the paper.The body part consists of four chapters.The first chapter firstly discusses the origin and development of the independentdirector system and the transplantation of independent directors in China.Secondly,it analyzes the independence of the insurance company from the three dimensions of the particularity of insurance company management,the particularity of governance and the protection of the interests of policyholders.The second chapter entails the fact that the independent director system stems from the one-dollar corporate governance model of the Anglo-American legal system.The independent director system of Anglo-American insurance company is relatively mature,and it has certain reference significance for the independent director system of insurance companies in China.The study found that the independent director system of insurance companies in the United States and the United Kingdom was established under the mandatory requirements of the regulatory authorities,showing the characteristics of a large number of independent directors and high independence requirements.This feature of the independent director system of American and British insurance companies is the combination of “quantity” and “quality” of independent directors,which strengthens the independence of the decision-making and supervision of the board of directors of insurance companies,and is worth of learning and borrowing from the independent director system of insurance companies in China.The third chapter begins with a review of background and reasons for the establishment of independent directors of insurance companies in China.Secondly,it conducts an in-depth analysis of the main problems of independent directors of insurance companies in China,and finds out that the independent directors have failed to play their due role.After analysis,it is found that there are five main problems at this stage: there is a contradiction between the recommendation mechanism of independent directors and their independence,the lack of senior professionals who understand insurance as independent directors,the insufficient number of independent directors,the unsupervised functions of independent directors,and incentives.The performance evaluation mechanism is not perfect.Chapter four.This chapter is a key chapter of the article.Through the comparative analysis of the Measures for the Administration of Independent Directors of Insurance Institutions and the Interim Measures for Independent Directors ofInsurance Companies,this paper sorts out some new reform measures in the Measures for the Administration of Independent Directors of Insurance Institutions.For instance,the scope of application of the independent director system is expanded;the number of independent directors is increased;the controlling shareholder is controlled;the controlling shareholder and related shareholders and the concerted action are nominated to nominate independent directors;the establishment of independent talent pool and performance evaluation;the supervision of independent directors are strengthened.At the same time,some problems and shortcomings after the reform are discussed.On this basis,suggestions have been proposed concerning the independent director recommendation mechanism,training senior insurance professionals,improving the remuneration mechanism of independent directors,establishing a scientific independent director responsibility evaluation system and independent director liability insurance Suggestions for further improvement in the system and other aspects.