浅析我国独立董事“不独立”现状及其出路

自独立董事制度2001年被引入中国后,就一直成为公司制度改革讨论的焦点。文章通过对因股权、出身、薪酬等引起的独立董事不独立现状的分析,认为,在我国要真正发挥独立董事的功效,完善公司法人治理结构,最根本的还在于根治目前上市公司"一股独大"的股权结构,合理的股权结构才是优化法人治理结构的基础。另外,内部制度、社会信誉机制和相关法律等,也是完善独立董事制度需要考虑的。

The Analysis of Dependence Status and Countermeasure of Independent Director in our Country

The independent director system has been focused on in the discussion of corporation system reform since 2001 it had been introduced by China. Through the analysis of stock right, origin and salary which leads to the dependent status of independent director, it is thought that if the function of independent director should be brought into play indeed and to consummate the managing structure of corporation juridica person, the prime resoultio is to cure the stock structure called "only one stock" of corporation coming into the market radically, only the logical stock right structure is the basic to optimize the managing structure of juridical person. In addition, interior system, credit standing system of society, correlative laws and so on also should be considered in the process of consummating independent director system.