论我国上市公司的独立董事制度

独立董事制度作为我国新近引进的制度,旨在解决我国上市公司特殊历史条件下产生的“一股独大”问题,规范和约束上市公司行为,切实保护中小投资者(股东)利益,虽然其无论是在制度的设定还是实施上都还存在一些问题和不足,但我们不能就此否认独立董事制度本身。本文主要从完善公司法的角度,对独立董事的任职资格、权利义务安排、激励与责任机制、独立董事与监事会的关系等问题提出几点思考和建议。

On the System of Independent Director in Chinese Listed Companies

As a newly-dopted system,the system of independent director is aimed at solving the problem of "one-stock-prestige" and regulating the action of the listed companies,while protecting the interest of the me-dium and moderate investers.Although there are some deficiency and probles in its setting and practice,we cannot deny the system itself.On the purpose of perfecting the corporate laws,this paper makes some proposals on the issues such as qualification of the independent directors;rights and obligations;mechnism of inspiring and duty;relationship between the independent directors and the board of supervisors.The administration of the Chinese listed companies is a chain matter,which cannot be a detached reforming of systems.It is held in the paper that the key point in the efficient work of the system is the perfection of the related systems.