中国上市公司独立董事制度研究

Research on Independent Director Institution in China

独立董事制度在中国上市公司中实施只有四年左右的时间。本文通过独立董事制度实施以来存在问题的研究,从公司治理结构与独立董事制度、独立董事制度产生的基础、股权结构与独立董事制度以及独立董事本身等方面进行了深层次探索,认为完善独立董事制度应从体制和政策调整两方面共同进行。体制方面,完善在国内外公司治理结构模式的比较分析基础上,将独立董事制度与公司治理结构结合起来。从政策调整方面,应从独立董事职责、独立董事产生机制、独立董事监管体系的形成、独立董事工作制度等诸方面加以调整和完善,以使独立董事制度发挥其真正的效用。

The independent director institution was introduced to public listed companies in China about merely 4 years ago. This article explores the problems encountered ever since the independent director institution was implemented, by considering the relationship between independent director institution and corporate governance, the origin of independent director institution, the relationship between independent director institution and stock right structure, as well as the independent directors themselves. The author believes that to improve the independent director institution, the system reform should be combined with the policy adjustments. The former measure requires that the independent director institution be integrated with the corporate governance, based on analyzing the similarity and difference between the corporate governance in Chinese companies and that in overseas companies. The latter measure requires that the relative policies be adjusted and improved considering the responsibilities of independent directors, the origin of the independent directors, the way independent directors are elected, as well as the grow - up of the supervision performed by independent directors. Only in this way could the independent director institution exert its real effect.