Research On The Appointment And Removal System Of Independent Directors Of Listed Companies In My Country

According to article three section one in Provisions(V)of the Supreme People's Court on Several Issues concerning the Application of the Company Law of People's Republic of China,if a company's director is removed in accordance with a valid resolution made by shareholders' meeting before the end of the term of office and the director claims that the removal should not come into force,then the court is supposed not to sustain this claim.However,the appointment and removal system of listed company's independent director has its own characteristics.Thus,if there is no law or regulation with appropriate rank of validity which regulates this appointment and removal exclusively,then the current articles in Company Law and its relevant regulations made by Supreme People's Court may destroy the value of the system of listed company's independent director,which arouse my interest and thought in the appointment and removal system of listed company's independent director.Besides,in order to allow the system to function well,this dissertation would clarify the theoretical basis,the institutional background and the function of the system of listed company's independent director,and then analyze and discuss the qualification of working as an independent director and the procedure of appointing and removing an independent director,and also attempt to propose the improvement program for the current appointment and removal system of listed company's independent director.Specifically,this dissertation would firstly clarify the foundation of the system of independent director,the social environment in which the system emerged and the problem it may face in our country,and the difference between the duties of independent directors,board of supervisors and other directors.Discussing these questions can facilitate the understanding of the main challenge of the appointment and removal system of independent director in China and its improvement program,which can also lay the foundation of the following context concerning independent director's qualification and the procedure of appointing and removing independent director.Secondly,this dissertation would also involve questions about how to allow the regulation to playing its role well in terms of independent director's legal qualification and how to empower the procedure of appointing and removing independent director to motivate independent directors to discharge their duty efficiently,and thus ensure the benefit of companies and a huge number of minority shareholders.Eventually,what type of rule we could use to put the improvement program into effect ——mandatory rule or default rule is also the key point in this dissertation.During the process of writing it,the author would refer to relevant regulations,cases,scholars' opinions,statistics and exotic law and make the effort to find the problem in the appointment and removal system of independent directors precisely and also try to propose the improvement program rationally,which can be beneficial to the reform of the appointment and removal system of independent director in our country.