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On the Independent Director System of Listed Companies in China

Author: LiXi
Tutor: YuanMinShu
School: Anhui University
Course: Legal
Keywords: Listed companies Independent director system Implement Perfect
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 122
Quote: 0
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Abstract

The rise of the independent director system in the United States in the 1970s, has been a rapid development in the short span of three decades. Practice has proved that the independent director system has become an important part of the corporate governance structure, and plays an irreplaceable role. Introduction of the independent director system in China has achieved initial success, but because of the equity structure of listed companies in China is unreasonable, the Board of Supervisors role of weakness, \the fate of the system design defects of the existing independent directors, independent directors can not perform their duties properly. There is a reasonable theoretical and practical experience of the first countries learn from the independent director system, the scientific system design and innovation, to ensure that the advantages of the independent director system to get a true, complete manifestation. Based on the analysis of a large number of the existing literature, combined with practical investigations, a brief introduction to the emergence and development of the history of the independent director system in China, some problems were analyzed and discussed. Which focuses on issues such as the protection of the independence of the independent directors, the ability to perform their duties, incentives and accountability mechanisms, and analysis of existing foreign system based on the actual situation, combined with the implementation of the independent director system, and put forward some suggestions for improvement and measures. Text in addition to the introduction and conclusions of three parts: text paragraph overview of independent directors, starting from the concept of the independent directors of \compare Discrimination, executive director of several related concepts come to the concept of \Then describes the background and development process of the legal system of the independent directors of the Anglo-Saxon countries, and the introduction of the independent director system in China. The second paragraph of the main content analysis of implementation problems and causes of the system of independent directors of listed companies in China. 2010 Corporate Governance Report data, analysis independent director of China's independence, the main reason for the appointment and removal mechanisms of unreasonable; lack of ability to perform their duties because independent director candidates and the time and effort invested is not enough; incentive mechanism is not perfect, because the lack of effective long-term diversification incentive compensation and reputation incentives of the market size is not the formation; responsibility mechanism is not clear, because the responsibility identified the lack of standards, the legislation is vague and the lack of liability protection mechanisms to reduce the risk of. The third paragraph of the main recommendations of the Perfection of the independent director system. Independence by strengthening the qualifications, time and effort to ensure that the work to improve the performance of their duties of independent directors; strengthen the independence through the reform of the system of appointment and removal of incentive and restraint mechanisms; perfect sound remuneration system and reputation rating system; while paying attention to the risk of independent directors transfer to strengthen the independent directors of the responsibility to protect, through the establishment of liability insurance.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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