我国独立董事勤勉履职的反思与重构

To Rethink and Reconstruct the Due Diligence System of Independent Director in China

我国独立董事制度尚处于初级阶段,相关法律法规以及配套公司治理环境尚付阙如,勤勉履职过程中不免出现虚位化与顾问化的现象。勤勉履职的法律依据缺失、勤勉义务标准尚未统一、独立性难以保证等问题始终困扰着独立董事制度,使其难以发挥应有效益,亟待进行反思与研究。坚持立足于国情,通过完善独立董事相关立法、确定并细化勤勉义务标准、保障独立董事独立性等制度安排,重构勤勉履职规范,深度挖掘其制度功效,切实推进我国独立董事勤勉履职制度落实。

The independent director system in our country is still at an early stage, the relevant laws and regulations as well as supporting corporate governance environment is blank. Independent directors in the process of the due diligence are hard to avoid the problem of being phantom and consultant. The lack of legal basis for the performance of duties, the lack of uniform standards of diligence obligations and the difficulty of guaranteeing independence are always bothering the independent director system, making it difficult to give full play to its benefits, so it is urgent for us to rethink and construct the system. To effectively implement the independence of the independent director of our country, we should adhere to our national conditions, improve the independent directors of the relevant legislation, determine and refine the duty of diligence standard, guarantee the independence of independent directors and other institutional arrangements and construct the rules of independent directors and plumb the system depths.