独立董事制度对我国上市公司适用性探讨

为了加大对大股东以及公司高级管理人员的监督力度,保护中小股东的利益,我国上市公司引入了独立董事制度.在不具备完善的独立董事的制度环境和外部机制条件下,出现了独立董事不独立、“不懂事”、与监事会职能交叉冲突等问题.基于这一现实情况,提出我国公司治理结构的改革应取消独立董事制度,并在原有的结构基础上完善监事会制度.

Discussion on the Applicability of the System of Independent Directors in Our Listed Companies

To strengthen the supervision over big shareholders and senior executives and to safeguard the interests of medium and small-sized shareholders,the system of independent directors have been introduced in our listed companies.On condition of the systemic environment and external mechanism of incomplete system of independent directors,there arise problems such as the independent directors being not independent and sensible and conflicting with the functions of the supervisory committee.In view of the above situations,the author suggests that the reform of our company governing structures terminate the system of independent directors and,on the basis of the original structures,improve the system of supervisory committee.