论中国独立董事制度的完善

The Perfection on the Independent Directors of China

独立董事制度的完善是一个系统工程,它与整个公司治理结构的完善以及一系列相关制度的协调不可分割。首先,必须从法律、证券监管机构制定的行政法规、各证券交易所制定的规则等几个层面进行必要的修改,构建出合理的立法体系;其次,应针对该制度主要需要解决的问题,借鉴各国立法和实践的经验教训,围绕最关键环节——独立董事的“独立性”、实质性权力和权力平衡、可操作性对现有立法进行必要的修改。再次,必须尽快完善对该制度作用发挥有较大影响的相关制度,使独立董事制度与其它公司机关及法律制度较好地协调起来,共同改善上市公司的治理。

The perfection of the Independent Directors of Board System is a systematic project, which is concerted with the improvement of administrative structure and coordination of a series of related rules and regulations. First of all, it is necessary to make revisions both on the layer of the laws and on the layer of administrative rules and the regulations made by stock supervisory organizations as well as those set by stock exchanges to build up reasonable legislative systems. Next, based on the problems for the system mainly to solve, by using the experience of other countries＇ legislations, around the most critical parts——＂independence＂, actual rights and right balance of the Independent Directors of Board as well as the practical operation, it is necessary to revise the existing legislation. Finally, it is a must to perfect other related rules and regulations that have strong impact on the effectiveness of those as soon as possible. The Independent Directors of Board System should be well compatible with those of other co - operations and institutions, to improve listed companies hand in hand.