健全我国独立董事制度研究-经济法专业论文.docxVIP

华中科技大学硕士学位论文 华 中 科 技 大 学 硕 士 学 位 论 文 II II Abstract Introducing independent directors into limited corporations is an effective way to establish scientific corporate governance, avoid insider control, and protect interest of minority shareholders. However, because of different historical tradition between China and western countries, the development and operation of independent director system is very particular in China. Since mighty shareholders existing widespread and encroaching on minority shareholders equity, it is meaningful to take advantage of theoretical and practical experiences of western developed countries to improve the system in China. Preceded with the definition of independent director, this paper firstly analyzes the origination and development of independent director system in western developed countries and China. Secondly, based on analysis on illegal actions and management of listed companies that establish independent director system after 2000, it is found that because of many subjective and objective factors, currently the independent director system is inadequate to bear function of facilitate company’s management and protect interests of minority shareholders. The problems mainly includes: imperfect of legislation; operation problem and distortion of system when operating. At the end, taking reference to practice of foreign independent director, combining current problem in China, this paper attempt to respond policy which includes establish association of independent directors; improving appointment system by accumulative voting system; establish incentive system that combined salary incentive with stock options; cultivating and set up independent director resources market; and set up performance evaluating system of independent director. Key words: Independent director Constructure of company governing Corporation law III III 目 录 摘 要 I Abstract II 1 绪论 HYPERLINK \l _bookmark0 1.1 研究背景 (1) HYPERLINK \l _bookmark1 1.2 研究综述 (5) HYPERLIN