Can Independent Director System Solve the Problems
郭秋霖
【全文】
Can Independent Directory System Solve the Problems in Publicly Held Corporations in China
Introduction
On August 21st, 2001,China Securities Regulation Committee (CSRC) released the Guidance Suggestion on Establishing Independent Directory System in Publicly Held Corporations according to which all the domestic listed company should hire at least two independent directories in the board of directors by next June 30th. The purpose of the Guidance is to improve the corporate governance in publicly held corporations, but is the Independent Director System suitable to the model of corporate governance established by Company Law of 1993? Can the System solve the problems of public held corporation? In this paper, the author will discuss the infeasibility of independent director system in China from the perspectives of the model of the corporate governance which have been proved to be suitable to China’ enterprises, the structure of the shares as the basis of the corporate governance system which is also the basis of the system of independent director, and the stock market which is the outside circumstance of the corporate governance, etc.
SECTIONⅠWhat is Corporate Governance?
A. The Concept of Corporate Governance
In my opinion, in different countries, the concept of corporate governance is different from each other since the purposes of the corporate in different countries are different. In the United States, the corporate is based on the theory of maximum of the interest of the shareholders, which decide the first purpose of the corporate is to ensure the interest of the shareholders even at price of the other stakeholders. The result is that the corporate governance is to deal with the relation between the shareholders who are the investors of the company and the managerial staff who make use of the investment to protect the maximum of the shareholders. Subject to this theory, the main content of the corporate governance is the mutual restriction among the powers of the assemble shareholders meeting, the board of the directors and the managers. （1） Corporate governance deals with the ways in which suppliers of finance to corporations assure themselves of getting a return on their investment (Shleifer & Vishny, 1995). （2）
While in China the purpose of the corporate including the publicly held corporate is not only to realize the economic profits of the shareholders but also to ensure other stakeholders’ interests, especially those of the small shareholders and the employees. The corporate not only undertake to achieve some economic purpose but to achieve some social purpose such as to solve the unemployment problem in order to keep the stability of the society.
