独立董事在南京 - 独立董事制度在中国存在的问题及对策【外文翻译】.doc

1、 1 外文翻译 原文 Independent Directors “Nanjin their jobs“ - the Independent Director System in China Problems and Countermeasures Material Source: http:/ Author: unknown Paper Keywords independent director system, corporate governance structure, problems, solutions Abstract independent director system wa

2、s introduced into China from British and American countries, a system, it features a sound board of directors of listed companies, improve corporate governance Structure is important, is to avoid the internal control, protection of small shareholders an effective means. By the system of listed compa

3、nies in the Development of our analysis of the circumstances and concludes that the implementation of our current system of independent directors phenomena and problems to explore and put forward relevant measures for these issues to our country System of independent directors can learn to provide i

4、deas and measures. Independent director system is the common law countries, especially the United States case law, a creation. The so-called independent directors, is the companys trading activities were not substantial, directly or indirectly interested in hiring from outside the companys directors

5、 . This system produces a very wide range of national influence, countries have to follow to be introduced. of company law, although no formal introduction of this system, but the Commission on August 16, 2001 developed a to require board members of listed companies at least the number of legal prov

6、isions after the release of the independent directors of listed companies within the system has been fully implemented. However, unlike developed countries, the relevant supervision departments compared to the requirements of listed companies, Listed Companies in China are still a big gap between th

7、e independent director system in operation there are still many specific problems can be described as long way to go. to study and solve these problems within the company for improved supervision and restraint mechanism, establish a scientific system of modern enterprise, with very important. First,

8、 the “vase“ and its countermeasures Independent directors are generally the Technology by the Industry experts and economists as some listed companies is hot pursuit of those big celebrities, big experts, however, the greater the fame, the more part-time, who is also five independent director of lis

9、ted companies a lot of people. As the independent directors are part-time teaching with the disciples but also to Research the book, this has been very busy, very difficult to draw a lot of time deep into the grassroots level to understand the situation the company, is the so-called “no spare people

10、 the art of suffering . “can be seen from the practice, mostly only listen to independent directors to consider and approve annual reports and major policy decisions about the meeting to vote, express their views. However, in the case of a lack of deep understanding of the company under the conditio

11、ns of independent directors The right to vote is often a mere formality, not Councils decision on the weight of effective oversight, resulting in a so-called “vase“ phenomenon. a single professor who is also the firefly five companies, one of the companies give their annual salary of one hundred tho

12、usand yuan, but This year, the Board of Directors held eleven meetings, the professor actually participated in only three of them. even bother to participate in corporate decision-making meetings, to devote themselves to research the companys operating problems? If not, the decision-making advice an

13、d we talk about ? First, if the independent directors can not do enough time and energy to strategic planning for listed companies, major issues, business to business, financial management, its board of directors to play a role in the extent and quality is difficult to be guaranteed. If we can imple

14、ment system of independent directors actually imprisoned, or at least enhance the management of independent directors on the status of the companys actual understanding, communication prior to the 3 consideration of the motion to change the meeting came to a show of hands only know a little “vase“ p

15、henomenon. In addition, as an independent director as experts and scholars have often mastered the forefront of the professional knowledge and skills to master the modern scientific management theories and methods, they give the company after the board into bring new knowledge, skills and Experience

16、 change the blue Council staffs knowledge structure, improve corporate decision-making more scientific and overall management level. In this sense, the independent directors is also a consultant team, to improve the boards decision-making and management level to promote a positive effect. Therefore,

17、 change the “vase“ in another way is to use independ ent directors “brain“ of the role of the characteristics of independent directors with learning, the input of listed companies not in the hands of professional knowledge and skills and experience cutting-edge. Instead of the independent Directors

18、in the limited time to listen passively and evaluate the report, mining industry, with the independent directors on its management, decision-making Information more valuable. a focus on the learning of independent directors established schedule, to improve the quality of management, thus improve cor

19、porate decision-making more scientific and the overall management level. Second, the “independence“ and its countermeasures states that“ listed companies by the Board of Supervisors, individually or jointly hold shares in listed companies issued more than 1% of the shareholders may propose candidate

20、s for independent directors “, which caused major shareholders control provides the Board of Directors, independent children manipulate things nomination, election and appointment and dismissal of independent directors determine the remuneration of the phenomenon, so that the independent directors o

21、f the personal independence and the interests of the independence be assured. However, with the establishment of an independent director system contradictory aims. This system makes the defects can not be objective and impartial independent directors to express their views, it is difficult to protec

22、t the interests of minority shareholders goals. In addition, the cultural exchanges between the Chinese people from the psychological tendency of the point of view, Chinese society is actually a “relationship society.“ It is not difficult to understand why there are “human director“ of the. So-calle

23、d “human director“, is a company the major shareholder of 4 the number of directors as an independent company “favors“ both hands, or the major shareholders of both companies are each others independent directors phenomenon. The existence of mutual interests, but also created an independent director

24、, “not only to “the status quo. How, when the independent directors must perform their duties when the major shareholder of the heart a sense of helping his career, sustained substantial reward the company, how will the interests of minority shareholders and the competition between major shareholder

25、s enemies do? So, frequently actually staged an incredible scene, independent directors to express their views will only be used in the relevant resolutions of the signed “consent“ word, and this word is enough to make them a clear conscience to indulge in this expensive annual salary, as has alread

26、y thrown his duty cloud nine out of the. It is small board company 2007 annual report analysis: independent directors to independent directors need to express their views on major issues are published in the “agree“ comments. The main board listed companies in Shenzhen views of independent directors

27、 of type “no“ only accounting for 0.36% of the total number of the table the resolution. reposted elsewhere in the paper for free download why the Western countries in the listed companies do to help establish an independent subsidiary of control children, which is listed as a foreign company does n

28、ot exist “ due to the dominance “of the situation, and its shares are dispersed, and thus the joint effect of independent directors for minority shareholders is sufficient to counter the major shareholders and constraints, with the mutual restraint, there is relatively balanced, it effectively avoid

29、s all the disadvantages of generated. In contrast the case of listed companies in China are very different, “dominance“ is the basic situation of the current shareholding structure, together with large shareholders and independent directors are given the right to pay employment rights, which guarant

30、ees the independent directors nominal power. For example: shares in listed companies, Lanzhou Huanghe Enterprise Company irregularities, chairman and CEO at daggers drawn, independent directors in name only, to remind the invalid, had to resign. examples like this is really common in our country, “U

31、nited we use it, the inconvenience then get out “has become the unspoken rules of independent directors to employ. Selection mechanism independent directors vulnerability, large shareholders to protect their own interests, as well as between large shareholders and independent directors of mutual int

32、erest, have caused the independent director “independence“, the nominal interest in the issue. To promote the independent director system perfect, 5 the first root should be a mechanism to solve this problem. In order to avoid the major shareholder of the manipulation of independent directors, indep

33、endent directors should be given paid employment rights and the right to give the securities regulatory authorities. should be through a random, to the public produced for the way the characteristics of independent directors of listed companies by securities regulators in all the investors under the

34、 authority of the Executive Directors to commission an independent external oversight and decision-making participation. the incentive to obtain the level of independent directors should supervise and help with regulatory authorities to obtain information linked to the effectiveness, rather than the

35、 decision by the listed company. In this way, basically eradicated from the system, a large shareholder of the possibility of manipulation of independent directors to ensure the independence of independent directors. Second, establish a mechanism to protect the independence of the employment authori

36、zation after the organization of independent directors should take the interests of small investors demands of the duties of expression, the establishment of small and medium investors in a neutral posture to listen to suggestions and opinions of the communication mechanism. Independent directors by

37、 virtue of their office in a particular industry, with the more characteristics of a wide range of social ties, to better achieve this goal, take the initiative to get in touch with the small and medium investors to obtain relevant proposals and recommendations for improvement. Third, independent di

38、rectors should be disclosed to the community to information of listed companies. Responsible for small and medium investors from the point of view, the existence of independent directors as a source of legitimacy is independent of the listed companies and to collect and report on their knowledge of

39、the issues, with the performance of listed companies in the formation of different sources of information to better serve investors. Third, “the twist“ phenomenon and its countermeasures After the introduction of independent director system, our corporate governance model for the simultaneous existe

40、nce of the independent director system and the board of supervisors system the two systems, but both are mandatory to establish. Of the various oversight bodies on the companys more than enough, within the Company, shareholders, board of supervisors, party, group, industry, group, etc., outside the

41、SFC, the Stock Exchange, the local government and so on. the introduction of independent director system will undoubtedly have even more overlap overlapping supervisory powers. In addition, As the duties of independent 6 directors and the supervisory board of the authority a great cross, which is ve

42、ry likely there will be two results: First, people supervision, in fact, equal to no supervision; the second is not doing their respective duties between them a clearly defined, for the “free rider“ mentality, pushing each other between the two institutions will be induced, arguing back and forth, s

43、o that monitoring the efficiency decreased. To address the mandate of independent directors and the supervisory board of overlap and cross-cutting issues, must be independent directors and the supervisory board of the authority to re-positioning. Board of Supervisors is the “two-tier system“ of corp

44、orate governance structure of internal oversight mechanisms, and independent board is the “single system “Corporate Governance in the internal oversight mechanisms, when combined together, their respective terms of reference must be clear and reasonable supervision of power distribution companies, s

45、o that does not exist between the two terms overlap, but is rather the formation of the authority to supervise complementary relationship between the Board of Supervisors authority not only to prevent the issue of overhead, but also to avoid multiple monitoring the situation caused by the emergence

46、of unsupervised. First, the Board of Supervisors located in the post-supervision, the supervision of independent directors positioning in advance. China provides no decision-making board of supervisors, the supervision of the board of supervisors mainly for the ex post monitoring and supervision of

47、non-participation in decision-making process. In contrast, Independent directors are involved in the whole process of decision-making board of directors, and directors have more power than ordinary; Function of independent directors in advance of supervision monitoring, supervision and participation

48、 in decision-making process of supervision. from the objective point of view, the main objective of the supervision of the board of supervisors of the company the legitimacy of business and financial content and authenticity, and afterwards investigated and corrected against the company and all shar

49、eholders interests; independent director oversight of the main goals is the companys interests in decision-making on science and rationality. Second, the companys audit, remuneration and assessment of these properties have the oversight functions of supervision afterwards return to the Board of Supervisors. Some listed companies has given this part of the power of independent directors, board of supervisors of power led t