从合法到合德：独立董事履职动机的演进研究

From Legality to Morality: A Research on the Evolution of Independent Directors’ Duty Motivation

近年来,针对"花瓶独董"现象,学界强调需要完善独立董事制度的建设,但却只触及了独立董事未有效履职的局部性问题。事实上,独立董事令人失望的社会表现根植于其履职动机只停留于满足合法即可的阶段,有些独董甚至连此要求都达不到。本文指出,为减少"花瓶独董"现象,将独立董事的履职动机由合乎法律的层次演进到合乎道德的层次是可行的道路。本文首先提出独立董事组织域的概念,进而探讨了在独立董事组织域中合法演进到合德的必要性和可能性,并警惕为达到最适合德动机而陷入的伪善陷阱。最后,本文构建了三层次五阶段的履职动机演进模型,对"演进主体""演进动因""演进方式"和"演进陷阱"等重要理论命题进行了探索。

This paper points out that, in order to reduce the phenomenon of "vase independent directors", it is a feasible way to develop the duty motivation of independent directors from the legality level to the morality level. This paper firstly puts forward the concept of the organizational field of independent directors. The necessity and possibility of evolution from legality to morality in the organizational field of independent directors are further discussed. In the setting of specific goals, efforts should be made to realize the most suitable morality duty motivation, to implement excellent behaviors,and to avoid falling into the hypocritical traps. Finally, this paper constructs a duty motivation evolution model of three levels and five stages, and explores some important theoretical propositions, such as"evolution subject", "evolution cause", "evolution mode" and "evolution trap". Motivation evolution from legality to morality is the five-stage process of cultivation, breakthrough, divergence, persuasion and consolidation in the time axis, and is also the hierarchical transition process of the morality motivation internalization from the organizational field society of independent directors to the organizational field enterprises of independent directors, and then to the organizational field individuals of independent directors in the space axis. Both processes are going on simultaneously. Problems at any step along the time and space axes can interrupt or even destroy the entire evolution of motivation.By constructing the theoretical framework of morality, this paper fills the existing research shortage on the phenomenon of "vase independent directors" and has important theoretical contributions. At the same time, it has a certain guiding role in practice on how independent directors effectively perform their duties and how the behavioral subjects at all levels of the organizational field of independent directors should act in this evolutionary process. In a word, rebuilding the duty motivation of morality for independent directors, and achieving "win-win" among independent directors, enterprises and society would become an important development trend in the future. Although there are many difficulties in promoting the evolution of duty motivation of independent directors under the current situation in China, the joint efforts of independent directors, enterprises and society will surely push forward this important process.