对我国引入独立董事制度的思考

Thought of the Independent Directors Importation

独立董事具有监督与决策职能,引入独立董事制度有利于完善公司治理结构。但在这个过程中我们应解决好以下几个问题:第一,从独立董事的任职资格、选任程序以及任期等方面来保证独立董事的独立性;第二,利用声誉激励及报酬激励来调动独立董事的积极性;第三,妥善处理好独立董事与监事会的关系,并允许公司自由选择“一元制”或“二元制”公司治理结构模式。

Independent directors work in a supervisory and determined capacity, whose importation does do great good to perfect the structure of corporate management. However, during the process, we are supposed to deal with the following questions: first, we should protect the independent directors' dependence from several aspects such as the competence for a post, the select procedure, and the terms of office; secondly, we should make full use of reputation and pay to motivate them to work hard; thirdly, it's necessary for us to cope with the relationship between independent directors and board of supervisors and give them the chance to choose monism or dualism.