中外上市公司独立董事机制之比较——从功能定位及权责的角度

独立董事制度产生后对美国公司治理起到了很大作用，并在其他国家迅速推广发展。该制度的引入本是我国上市公司解决内部人控制、一股独大问题的有利契机，但由于各种原因，独立董事在上市公司大股东侵害中小股东利益时未能发挥其应有的效用。文章通过对比研究我国与英美国家在独立董事功能定位、职权和责任上的不同之处，对完善我国独立董事机制提出一些建议。

A Comparison of the Independent Directors Mechanism in Chinese＆ Foreign Listed Companies--From the Perspective of Function,Power ＆ Responsibilities

The implementation of independent director mechanism has played a significant role in managing listed companies in America and has been widely applied in other countries. The introduction of this system to China is meant to curb insider control and the biggest holder dominance in the listed companies. For various reasons, due effects were not present. By analyzing the differences between China and America and Britain in terms of the functional position, powers and responsibilities of the independent director system, this paper aims to make suggest and development, through comparative study between China and suggestions for perfecting the independent director mechanisms in China.