外文文獻翻譯--分析獨立董事制度在中國施行的缺點和改進

1、Analysis of the Shortcomings and Improvement of the IndependentDirector System in ChinaHUANG Yede ，LI Jin91，WANG Jun2 11．School of Management，Shandong University of Technology,China，2550492．Zibo Institute of Measurement

2、and Testing，China，255033yede-9505@163．tomAbstract：As most of the listed companies in China are restructured from state·owned enterprises，many defects exist in their corporate governance structure．Independent directo

3、r system in our country is a new thing and it still need to be further improved beth in theory and practice。so the research on it has a profound significance．111is paper applies the agency cost theory and stakeholder the

4、ory to analyzing the problems of independent director system in China such as unreasonable independent director’s selection mechanism．independent director is dependent in the economic interests。the right-to—know of the i

5、ndependent directors is limited and ere．In order to resolve these shortcomings．we need to do the following things：establish a rational mechanism for the remuneration paid to independent directors，establish all incentive

6、mechanism of sound reputation of independent director,and ensure the independent directors acquire sufficient information and so on．Keywords：Independent Director System，Problems，Countermeasures1 The Introduction of Indep

7、endent Director SystemThe independent director system was first created in the United States．In the early 20th century,as the company’s top management and principal shareholders of the company occupy key positions tot a

8、long time, control of the company has been more and more concentrated and the company was manipulated by a small number of internal staff (that is，the person who has a major interests with the shareholders.the company’s

9、management or the company)．The function of the board of directors has been weakened slowly．1eading to damage the interests of small and medium shareholders and the company．In view of this situation．the United States prop

10、osed the problem of”govern the company’s corporate structure”and leads into the concept of outside directors．in order to through the participation of the company’s external to balance the power of the internal staffs．thu

11、s changing the Board of Directors”degenerate” situation.Since the 1950s．western countries continue to confront the emergence of principal and small shareholders．principal shareholders against the interests of shareholder

12、s，as well as shareholders against the interests of other stakeholders．Thus，the United States。Britain and other Western countries have learned from its mistakes and begun the gradual introduction and implementation of ind

13、ependent director system．From the 1 980s．the introduction of independent director system in the directors of the company structure has been widely followed in the United Kingdom and France and showed a strong development

14、 momentum．In the first several years when the security market standardized course in our country,the stakeholders，protection of the rights and investment get a reasonable return．We can construct the fuzzy relationship ma

15、p between the stakeholders as shown in figure 1．Such is the relation．In the process of performing the contract．the spokesman of the major shareholder,the manager exercises the residual control rights of the non-human ass

16、ets and human assets which are transformed from the human and non．human capital provided by the investors who participate in the contract by their own virtue．In addition managers have dominance in information after signi

17、ng a contract．Moral hazard is easy to happen which is prone to make benefit for the managers and damage the lawful rights and interests of small shareholders and other stakeholders who are in a weak position．therefore th

18、e stakeholders must carry out effective supervision of the residual rights of control that the manager have．As for the small shareholders and other stakeholders．they have different motivations and contracting requirement

19、s in an enterprise lease structure and they are different in many aspects such as quality,management ability,risk preferences．So it is difficult to take unity collective action．Moreover the majority of stakeholders may l

20、ack the expertise．coupled with the monitoring cost is assumed by themselves and the resulting from it is shared with other stakeholders．Therefore，none of the interests’stakeholders have motion to monitor managers，and the

21、y want other people to monitor manager while they adopt”free．rider”behavior．Clearly,it is a high transaction cost and lack of efficiency by the small shareholders and other stakeholders take direct incentives and supervi

22、sion of the manager．To this end，in the system。this issue may be relevant to introduce independent directors with expertise to represent small shareholders and other stakeholders to motivate and supervise the managers eff

23、ectively．3 Problems Existed In the Independent Director System in ChinaIn China，the independent director system has serious problems.from Zheng Baiwen who punishment against sued the Securities and Futures Commission of

24、 independent directors to Independent directors of ”Le Shan Electric Power“were hampered on asking hire an intermediary to carry Out investigations and Erie milk”had been a incident that an independent director was dismi

25、ssed, but the company’S administering authority：Since the independent director system was introduced into China．a(chǎn) series of independent director cases triggered by the financial scandals of listed companies’expositing．At

26、 the same time．from the Erie shares and Leshan Electric Power,to Kelon Electrical which was attacked by Yan Yiming．it is no choice but to see that even the independence of independent directors is to rely on personal “co

27、nscience”instead of an effective institutional arrangements to be protected．Therefore．it is necessary for US to conduct in—depth reflection on the system of independent directors．3．1 Unreasonable independent director’s

28、selection mechanismThe generation mechanism of independent directors is a precondition to ensure its independence and play an effective role．According to the”Company Law”。the election，nomination and replacement of indepe

29、ndent directors will be decided by the shareholders’general meeting．Under the Commission’s “guidance，”a listed company’S board of directors．supervisory board and shareholders who individually or together hold not less th