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独立董事作为现代公司治理结构中的重要力量,在监督上市公司规范化运作方面已发挥着越来越重要的作用。我国自1997年倡导上市公司根据需要设立独立董事已经经过了整整10年的实践与探索历程。这期间有支持者,有排斥者,独立董事自身的工作也存在着各种各样的问题,有的甚至反其道而行之,没有履行诚信和勤勉职责,因此加剧了排斥者的反对力度。在此,笔者简要分析了独立董事在我国遇到了问题,并提出了独立董事的职能定位和应采取的相关规范化措施。
As an important force in the modern corporate governance structure, independent directors have played an increasingly important role in supervising the standardized operation of listed companies. Since 1997, China has advocated the establishment of independent directors according to the needs of listed companies have gone through a full 10 years of practice and exploration. During this period, there were various problems with the work of supporters, excluded people and independent directors themselves. Some even went the opposite way and failed to perform their duties of honesty and diligence, thus aggravating the opposition of the excluded people . Here, I briefly analyze the independent directors encountered problems in our country, and proposed the functional orientation of independent directors and the relevant standardization measures should be taken.