| Other Abstract | This paper uses a new method, which combines theoretical summarize and empirical analysis, and analyzes the problems in the operation of Chinese system of independent director. At last proposes solutions to these problems. This paper consists of five parts.
The first part, to conduct a brief overview of independent director system from two aspects: concepts and legal characteristics. The focal point is analyzing the characteristics of the independence of independent directors.
The second part, analyze the position of independent directors in structure of corporation governance. It consists of three pieces: an overview of structure of corporation governance, the role and the legal function of independent directors in structure of corporation governance, and system introduced in the course of our country.
The third part, first of all, we select ten listed companies from two exchanges of China as samples to carry out empirical analysis of our present system of independent directors. Based on the independent directors’ public information of ten companies in 1996, 1997 and 1998, analyze six respects, including the number and proposition, any objection raised, basic thing statistics, the performance of their duties, the compensation statistics, and the proportion of large shareholding statistics, this analysis presents data support to next research. For another, introduce and analyze the three typical cases of independent directors.
The fourth part, through analyzing the data and the typical cases provided by the third part, raise several questions of the existence of independent directors, which are unknown of legal powers and responsibilities, difficult to achieve independence, the right to know are not guaranteed, and restriction of the right of the exercise.
The fifth part, come up with strategies to improve and perfect system of independent directors from two aspects, the internal design of system and external environment of operation. The scientific inherent design on system of independent directors is related with several respects, such as functions’ location, straightening out relations with the board of supervisors, selection of systems, the pay system, and so on. The part of the external environment is composed of two aspects, including optimizing the ownership structure and the establishment of improving the legal environment. |
