<p> " Not inherited "independent director" Overseas gene "Independent director" system this is exotic, the introduction of the system itself entirely from abroad, in China has suffered acclimatized. China's "Soil" To change the "independent director" gene? The most authentic "independent director" system should look like Legal weekend freelance writer Lu Bin Chinese independent director, and nothing so good the day before. Continued emission recent resignation of independent director tide, it is a harbinger of this trend. Chinese independent director system is exotic, the United States is the birthplace of the system. Independent director system of the United States ten years the number of ups and downs, but also out of a lot of problems, now more mature after the formation of the continuous improvement mechanism. And when China introduced the independent director system, which has not be able to fully digest, transform, it is more formal imitation. This also led to the "independent director not just" the entire system is facing the territory distress. Why the success of American independent director system Before the 1970s, the United States listed company board seats basically dominated by the internal directors and external directors occasional seats, and are mostly company executives concerted action. And China's current independent director in similar circumstances, when the United States, outside directors on corporate decision-making toe, are "nice." June 1972 exposed the "Watergate", prompted the US Securities and Exchange Commission (SEC) requires all listed companies have an audit committee composed of independent directors to review the financial reporting.</p>
<p> often become sinecures. "Take the money, not as" become real situation of a large number of independent directors. Chinese independent director system where poor The purpose of the independent director system that establishment of an independent director on the board to form a system of checks and balances and oversight powers. Related specifications explicitly require independent directors can not hold any other position apart from the directors of the company, and may hinder their independent and objective judgment of the relationship between the listed company and its major shareholder and they employed does not exist.</p>
<p> relevant normative opinion made clear that the independent directors of listed companies that are not in the company posts other outside directors, and the appointment of its listed company and its major shareholders may not exist hinder its directors independent and objective judgment of relationships. And the independent directors of listed companies and all shareholders fiduciary duty and diligence, should be in accordance with relevant laws and regulations and in line with the guidance and requirements of the Articles of Association, earnestly perform their duties, safeguard the overall interests of the company, with particular attention to the legitimate interests of minority shareholders are not suffer. But in practice, the Chinese Independent Director System "change the taste," should focus on the overall interests of the company, especially the independent directors of the legitimate interests of minority shareholders.</p>
<p> internal control violations. New York Stock Exchange, the National Association of Securities Dealers,scarpe uomo hogan, the American Stock Exchange have also requested the Board of Directors of listed companies the majority of independent directors, independent director system began in the United States to implement. To the 1990s, independent director system has occupied an important position in American corporate governance. In the board of directors of listed companies in the United States, about two-thirds of independent directors, president of a large number of poorly run companies were forced out of the independent directors led the Board. Because of the independent director system to improve the scientific and corporate decision-making, efficiency, safety. Therefore, prevention of the president and other internal control people's behavior damage the interests of shareholders. So this system in other market economies will soon be established. OECD survey (OECD) 1999 released show that in addition to the United States, the Board of Directors in the proportion of independent directors in the UK was 34%, France 29%. The history of independent director system in China, and in just 13 years. In 2001, the China Securities Regulatory Commission issued the "Guiding Opinions on listed companies to establish an independent director system", marking the formal implementation of independent director system. China's independent director system is not very different in form and abroad.</p>
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