独立董事制度发展与优化——从康美药业案出发

Development and Optimization of the Independent Director System—Starting from the Kangmei Pharmaceutical Case

独立董事制度与其他众多制度一样都是为了上市公司能够更好地发展而生,在实践中大多数情况下却形同虚设,在康美药业暴雷后,众多独立董事纷纷辞职。其中暴露出来独立董事制度存在包括独立董事需要完成超过其能力范围的事项、薪资收入和责任不匹配,考量独立董事是否尽到忠实勤勉义务的分析标准存在不完善之处在内的一些问题。从独立董事的定位和义务出发,探究其中影响问题的关键因素。根据这些关键因素对症下药,提出完善独立董事体系的建议,通过完善独立董事的评估制度,分配好独立董事和其他高管的权力义务,探索独立董事的市场化、职业化发展机制,细化完善独立董事的赔偿机制等方式促进提升独立董事的履职效能,优化独立董事制度。

The independent director system, like many other systems, is designed for the better development of listed companies. However, in practice, it is mostly non-existent. After the outbreak of the Kangmei Pharmaceutical industry, many independent directors have resigned one after another. Among them, it has been exposed that there are some problems in the independent director system, including the need for independent directors to complete tasks beyond their ability, mismatched salary income and responsibilities, and imperfect analytical standards for considering whether in-dependent directors have fulfilled their duties of loyalty and diligence. Starting from the positioning and obligations of independent directors, we explore the key factors that affect the problem. Based on these key factors, propose suggestions to improve the independent director system, improve the evaluation system of independent directors, allocate the rights and obligations of independent directors and other executives, explore the market-oriented and professional development mechanism of independent directors, refine and improve the compensation mechanism of independent directors, and promote the improvement of the performance efficiency of independent directors and optimize the independent director system.