论上市公司独立董事的职权及其实现

On the Functions and Powers of Independent Directors of Listed Companies

独立董事的职权及其行权途径是独立董事发挥作用的基石。独立董事的职权包括一般职权和特别职权。一般职权是全体董事都享有的职权,其中,知情权与依赖权尤为重要;特别职权则是普通董事所没有的,主要包括关联交易审查权与重大事项决定权。独立董事主要通过参加董事会专门委员会和独立董事会议两种途径实现其职权。

The functions and powers of independent directors and their ways to exercise functions and powers are the cornerstone for the independent directors to play the role. The functions and powers of independent directors include general functions and powers and special functions and powers.The general functions and powers belong to all directors, in which the fight to know and to depend on is particularly important.The special functions and powers are not given to ordinary directors, including the fight to review the transaction and to make decisions on major issues. The independent directors primarily attend the independent directors meetings and can be involved in the special committee of board of directors to exercise their functions and powers.