Welcome to free paper download website

Perfection of the independent director system Countermeasures

Author: GengJunJie From: www.yourpaper.net Posted: 2009-11-16 21:17:02 Read:
[Abstract] independent director system horizon has shown a certain role, but there are still some problems in the specific operation of our company. To solve these problems, and has important implications for improving the system of independent directors, the establishment of good corporate governance structure. This article discusses this - the problem is divided into three parts: First, the significance and role of the independent director system. Second, the existing problems in the implementation of the independent director system in China. Improvement of Independent Director System recommended.
[Keywords] independent director of supervision and control countermeasures

The so-called independent directors, not a company employee or members of the Board of Directors of the officers. China Securities will be introduced to the "independent directors in listed companies to establish guidance" (hereinafter referred to as "guidance") in August 2001, all listed companies began to introduce independent directors, but also give them - some special terms of reference, the independent directors had an impact on the Board. Especially in recent years, the independent director system was to vigorously promote operation specifications listed companies, to help the company's management to make the right decisions played a certain role, but there are still many problems in a specific run. Research to solve these problems, to improve the company's internal supervision and restraint mechanisms, the establishment of modern enterprise system science, has a very important significance.

First, the implementation of the significance and role of the independent director system

1 will help strengthen external supervision of listed companies
Guidance given certain rights of independent directors, that a listed company during the related party transactions, internal distribution and asset restructuring operations, the independent directors need to sign an agreement and issued a statement, reflecting the external oversight of the independent directors of listed companies role.
2 so that the operation of the listed companies more standardized
Independent directors through participation in corporate decision-making, "internal control" and "one-man" phenomenon - given mitigation, to improve the transparency and democratic decision-making listed companies more standardized operation of listed companies.
You can better solve internal control issues
The special status of the independent directors, to enable them to play an important role to solve internal control, and supervision of operators. Independent directors and the company's management and decision-making is usually no conflict of interest in the status of an outsider, so it can supervise the internal directors can nominate candidates impartially, it is fair to judge the behavior of the operators, and evaluate its performance.

Second, the implementation of the independent director system in China

State-owned shares "- shares the dominance of the situation is quite serious
Irrational shareholding structure of China's listed companies, equity is too concentrated in the hands of large shareholders, there is the phenomenon of "dominance". The reason demutualization transformation of China's state-owned enterprises usually taken to divest non-core assets, the former state-owned enterprises as the only - promoters formation Inc. approach starting public offering, the state has a high concentration of shareholding in most listed companies . Under the current institutional arrangements, such shareholding structure will inevitably result in large shareholders control the company board of directors, nomination, election, appointment and dismissal of the manipulation of the independent directors to determine the remuneration of the independent directors, the independence and the interests of independent difficult to be guaranteed so that the independent directors of the personality.
2 independent directors and the Board of Supervisors "dual" system of corporate governance structures coexist, leading to duplication of functions
China has adopted a "dual" system of corporate governance structure. Companies Act expressly provides that the Corporation set up the terms of reference of the Board of Supervisors, the Board of Supervisors is to supervise the behavior of company directors and managers perform their duties. In accordance with the principle of separation of powers and logic, from the point of view of the supervisory powers, have corporate governance structure of the Board of Supervisors, to set up an independent board of directors is redundant, because it will cause double-headed regulatory, bring a waste of company resources and regulatory The powers of the conflict.
3 independent directors can not give full play to its independent oversight functions
Due to the defects of the system itself, independent directors can not give full play to its independent oversight functions and performance of the main reasons why.
(1) the selection of the independent directors link problems
The guidance provides that "by the board of directors of listed companies, the Board of Supervisors, individually or jointly hold listed companies issued more than 1% of the shares of the shareholders can propose candidates for independent directors", this provision will inevitably cause major shareholders to control the Board of Directors of the Company, manipulation nomination, election, appointment and dismissal of independent directors to determine the remuneration of the independent directors, so that the personal independence of the independent directors and the interests of independent difficult to be guaranteed.
(2) independent directors remuneration to their duties asymmetric
Independent directors in accordance with the provisions of the "guidance" no remuneration paid only allowances. However, the independent directors and other human capital is also the reality of the economic behavior of people, it is necessary for their services as they should be given compensation. The major responsibilities without giving adequate remuneration to attract less than a first-class talent as an independent director, and secondly, powers and responsibilities of asymmetry, it is difficult to mobilize the enthusiasm of independent directors. , Improve the recommendations of the independent director system in China

Must take measures diversified shareholding structure
This is the fundamental way to solve the drawbacks of "dominance". The following specific measures can be taken to construct a diversified equity.
(1) part of the state-owned shares into preferred shares
State-owned shares exchanged for preferred stock, and can use its surplus allocation priority to ensure that the state-owned assets continue to add value, and also can take advantage of the priority of the remaining property with the right to protect state-owned assets is maintained to prevent the loss of state assets safeguard national interests. Converted into preferred shares of state-owned shares, the state can seize ownership and benefits of release specific operating rights, in order to reduce the direct intervention of the decision-making of the listed companies to realize the transformation of government functions and the separation of government administration from enterprise management.
(2) part of the state-owned shares and legal person shares converted into B shares, and stages in the B-share market listing
After several years of development, China's share market has begun to take shape, it also attracts a lot of foreign investors. At this point, the state-owned shares and legal person shares in the B-share market gradually circulation, both conducive to attracting foreign investment, but also conducive to the development of the B-share market. In addition, China's B-share market price is generally low, close to the issue price, in this case, select the part of state-owned shares into the B-share market, can alleviate the pressure on the A-share market, providing a broader space for the circulation of state-owned shares.
(3) active development of institutional investors, to allows and guide funds, insurance, pension and institutional ownership
Institutional investors to join both conducive to the formation of the diversification of business ownership, can also play the role of property rights constraints laid the institutional foundation.
Comprehensively strengthen the construction of the Board of Directors and the Supervisory Board, the independent directors and the terms of reference of the board of supervisors to reposition
The Board of Supervisors is a "two-tier" system of corporate governance structure of internal oversight mechanisms, and an independent board of directors is a "single" system of corporate governance structure of internal oversight mechanisms, both together, their respective terms of reference must be clear, reasonable Corporation for Assigned supervision of power resources, the two the overlapping relationship does not exist on the terms of reference, but the formation of the supervisory powers of the complementary relationship, not only to prevent the overhead of the Board of Supervisors authority, but also to avoid multiple oversight caused unsupervised conditions.
(1) positioning of the Board of Supervisors in the supervision afterwards, an independent director position prior supervision
The provisions of the Companies Act "the terms of reference of the Board of Supervisors, the Board of Supervisors no decision-making power to the supervision of the board of supervisors is mainly reflected afterwards oversight and supervision of non-participation in the decision-making process. In contrast, an independent board of directors is the whole process involved in the decision-making of the board of directors, and has more power than ordinary directors. The oversight function of the independent directors is positioned in beforehand supervision, the decision-making process supervision and participation supervision. Supervision objectives of the Board of Supervisors is the legitimacy and authenticity of the content and financial company, the behavior afterwards investigated and to correct detrimental to the company and the interests of all shareholders; independent director oversight main goal is reasonable on the scientific and interests of the company's decision-making sex.
 1/2    1 2 Next Last
Please consciously abide by Internet-related policies and regulations.
Tips: Log in to comment, the user name to enter comments directly from your personal space, so that more friends to meet you.

Sponsored Links

Sponsored Links

Top