On The Legal Protection Of The Independence Of Independent Director

In order to protect the interests of the company and the small and medium shareholders and to make the capital market orderly,our country introduced the independent director system more than 20 years ago,for a long time,independent directors have been called“Vase directors” because of their lack of independence,huge civil liabilities have also led to the departure of a large number of independent directors.This paper compares the present legal guarantee measures of independence in our country with those in other countries,and analyzes that the predicament of the guarantee of independence of independent directors in our country mainly lies in the lack of detailed conditions of office,in terms of selection and remuneration,it is controlled by the large shareholders,the incentive mechanism is single and the system of responsibility is not perfect,to build a third-party autonomous organization,such as the Independent Director Association,so that the selection and remuneration of independent directors can be completely free from the control of large shareholders,we can use the Japanese experience for reference to introduce the system of limitation and exemption of liability so that the independent director can bear the responsibility on the basis of fairness and justice.At the same time,we should construct the compulsory independent director’s liability insurance system to hedge the high risk of independent director’s performance,so that independent director’s performance is no longer“Afraid of the Wolf before,afraid of the tiger after”,we can use our own knowledge and experience to supervise the large shareholders and the management of the company from the standpoint of the company and the minority shareholders,to ensure the company’s rational decision-making,promote the company’s sound development,and protect the rights and interests of the minority shareholders.