美国独立董事制度研究——对中国上市公司治理借鉴.pdf

Abstraot Independent director system was introduced into Chinese listed companies as an important measure to improve corporate governance and protect the benefits of investors． Independent director system was originated in United States．Research and practice in western countries have gone through several decades．Although still having many problems during the process of practice，the system is exerting important effect in improving corporate governance；strengthen the function of the director board， restricting”internal controlling”and protecting the benefits of investors． The guidance opinion of establishing the independent director system in listed firms issued by China Securities Regulatory commission on August 21，2001 requires that beard of directors should include at least 2 independent directors before June 30，2002；before June 30，2003 the board of directors should include the independent director of at least 1／3． As a new system to Chinese companies，there are still many problems in system designing and system practicing environment．Envisaging the problems in practice， and improving the function of the system to realize have important and practical puqclose· 1池is dissertation adopts the method of historical analysis and comparative analysis law， academic research and practical research，analyzes the problems existing in designing and practicing of independent director system，puts forward tentative plan to improve the system using international experience for reference． JI麓is article is made up of 6 parts．In the introductory portion I discuss the significance of studying present situation of independent director system in domestic and abroad and the point of penetration for the research of this paper．In addition，it introduce the analysis method and purpose of this article． In the first part I discuss the classification of director，give definition to independent director． The second part discusses the origination．evolution and system constmction of the independent di