Research On China’s Independent Director System

Since its introduction into China for more than 20 years,the independent director system has played a positive role in protecting the rights and interests of minority shareholders and has become an indispensable part of China’s corporate governance structure.Combined with the current actual situation in China,this paper first studies the characteristics,functions and basic theories of the independent director system,analyzes and judges a large number of professional data collected,so as to find the problems existing in China’s independent director system,and at the same time obtains relevant experience and enlightenment through comparative analysis of the relatively mature independent director system outside the region,and finally puts forward feasible suggestions for the improvement of China’s independent director system.The first chapter is an introduction.Independent directors have been introduced into China for nearly 30 years,and after the Kangmei Pharmaceutical case,it once again triggered an upsurge of discussion among scholars.For the independent director system,scholars at home and abroad have correspondingly evaluated it positively and questioned it negatively.In the process of research,the innovation point is to collect the personal public information and remuneration of independent directors of listed companies in 2022 and 2020.Analytical material was provided for follow-up studies.Chapter two provides an overview of the independent director system.Firstly,starting from the definition of independent directors in China,the attributes of the approximate concept are briefly analyzed,which have the characteristics of independence,part-time,expert,and objectivity and impartiality.Independent directors mainly undertake the following supervisory functions in China,as well as some social functions.Finally,the legal status of independent directors is analyzed and studied,so as to establish a solid theoretical foundation for subsequent research.Chapter three is the implementation and development of China’s independent director system.The equity characteristics of China’s state-owned enterprises after the reform are that they are one share.In order to meet the needs of corporate supervision and overseas listing,the independent director system was introduced.Since its introduction,the relevant regulations for independent directors have been gradually improved.After collecting information such as gender,age and place of origin,place of work,occupation,highest education,graduation institution,number of independent directors employed by listed companies,number of individual employees and remuneration,combined with case retrieval and literature research,it is concluded that the problems of China’s independent director system include poor independent effect,deviation in function positioning,conflict with the functions of the board of supervisors,and lack of accountability evaluation mechanism.Chapter four is the system and enlightenment of independent directors outside the territory.This part mainly studies the independent director system in the United States,Japan and other countries and regions,and studies the legislative history and main provisions from two aspects.It is concluded that the relevant points for reference in corporate governance in China are: clarify the supervision content of independent directors,the supervision effect,better integrate the existing supervisory system with the external independent director system,strictly limit the number of companies with part-time independent directors,and clarify the scope of the determination of the relationship between independent directors.Chapter five is a proposal for improving China’s independent director system.In view of the existing problems of China’s independent director system,feasible suggestions should be put forward for improving China’s independent director system from three main aspects: the independence of independent directors,corporate governance structure,and incentive and constraint mechanism.