Research On The Reform Of Independent Director System Of Listed Companies In China

For more than two decades,the independent director system has been struggling to maintain due to mandatory legal provisions,the position temptation of "more money and less work",and the social positioning of elites.However,the sword of Damocles has always been hanging high,and the independent director regime has been teetering on the brink of danger.The "Kangmei Pharmaceutical Case" in 2021 has caused panic and "collective escape" among the independent directors.The "Chilling Effect" has made system reform a top priority.The cultural tradition of "acquaintance society" and "human relationship standard" in China,the market reality of "dominance by one shareholder",the employment situation of "excessive concurrent" independent directors,and the "responsibility anxiety" caused by the imbalance between power and responsibility have exposed many problems in the independence,professionalism,balance,effectiveness,and fairness of the independent director system,the fundamental reason lies in the fact that the "weak institutional supply" of independent directors in China cannot ensure the effective functioning of independent directors.The extraterritorial investigation of the independent director system shows that there is no "one size fits all" system template that can be applied to all countries.Each country should constantly reflect and revise the system based on their national conditions and feedback from market practice.Therefore,we should take appropriate measures in view of the problems and causes of the current independent director system,promote the promulgation of the new Company Law and the Specific Measures of the State Council,raise the legal level,improve the system supply,and form a four-level independent director system.Specifically,starting from the perspectives of appointment and removal,qualifications,rights and responsibilities,compensation,relief,and constraints of independent directors,following the basic principles of independence,professionalism,consensus,balance,effectiveness,and fairness of the independent director system,improving the independence and professionalism of independent directors by establishing a talent pool of independent directors,and respecting the consensus between independent directors and the labor and capital of listed companies;Balance the rights,obligations,responsibilities,and interests of independent directors,and improve the relief system to achieve a balance between the rights and responsibilities of independent directors;Refine supporting regulations to ensure the effective exercise of power by independent directors,thereby ensuring the effectiveness of the system;Establish a restraint and punishment mechanism to urge independent directors to diligently perform their duties to ensure the fairness of the system.