As the "cancer" of the capital market,corporate financial fraud has been widely concerned by the society.In fact,the financial fraud of listed companies requires the joint prevention of multiple roles,and the participation of independent directors in corporate governance is also one of the important means to restrain corporate financial fraud.Therefore,it is of great theoretical and practical significance to study the governance mechanism and governance effect of independent directors’ participation in corporate financial fraud.This thesis firstly introduces the relevant concepts and theoretical basis,and reviews the relevant research literature on the participation of independent directors in corporate governance;Secondly,it expounds the status and role of independent directors in corporate governance,governance mechanism and path,and analyzes the influence factors of independent directors’ participation on corporate financial fraud governance effect.Then take Kangmei Pharmaceutical financial fraud case as an example,analyzes the means and harm of the company’s financial fraud,the problems existing in the company’s internal governance;Nextly from the independent directors attend the board of directors,express independent opinions,participate in the audit committee and other aspects of Kangmei Pharmaceutical independent directors on the company’s financial fraud governance details and governance effects,reveal the independent directors in the process of the company’s financial fraud governance of the reasons for failure;Finally,it puts forward some countermeasures and suggestions to improve independent directors’ participation in corporate governance.Through the research,this thesis draws the following conclusions:(1)The introduction of independent director system can effectively participate in corporate governance;(2)From the perspective of micro process,independent directors can manage corporate financial fraud through three stages: identity substitution,ability integration and function embedding;(3)Kangmei Pharmaceutical’s excessive concentration of equity,the lack of the role of the board of directors,the lack of independence of the board of supervisors and other problems,for the occurrence of the company’s financial fraud provided "opportunities";(4)Problems such as lack of independence,lack of function play,lack of proportion and lack of energy existed in the governance process of the independent directors of Kangmei Pharmaceutical,which affected their governance effect on the financial fraud of the company.This thesis studies the governance effect of independent directors on financial fraud of listed companies,explores the governance mechanism,enricfies the theory of independent directors’ participation in corporate governance,and puts forward countermeasures and suggestions to improve the independent director system,which plays an important role in giving full play to the supervisory role of independent directors. |