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独立董事制度有利于保证董事会独立于公司控股股东和内部经理阶层,减少股东和经营管理人员之间、控股股东和公众股东之间的信息不对称,降低公司的代理成本。该制度起源于美国,20世纪末引入我国,但由于公司立法背景不同,在独立董事本土化的过程中出现了一系列问题,首要问题就是独立董事缺乏独立性。本文对独立董事在我国缺乏独立性的原因做了详细的分析并提出了可行的对策。
The system of independent directors helps to ensure that the board of directors is independent of the controlling shareholders and internal managers of the company, reduces the information asymmetry between the shareholders and the managers, the controlling shareholders and the public shareholders, and reduces the agency costs of the company. The system originated in the United States and was introduced into China at the end of the 20th century. However, due to the different legislative background, a series of problems emerged during the localization of independent directors. The most important issue was the lack of independence of independent directors. This article makes a detailed analysis of the reasons for the lack of independence of independent directors in our country and puts forward feasible measures.