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独立董事制度的完善是一个系统工程,它与整个公司治理结构的完善以及一系列相关制度的协调不可分割。首先,必须从法律、证券监管机构制定的行政法规、各证券交易所制定的规则等几个层面进行必要的修改,构建出合理的立法体系;其次,应针对该制度主要需要解决的问题,借鉴各国立法和实践的经验教训,围绕最关键环节——独立董事的“独立性”、实质性权力和权力平衡、可操作性对现有立法进行必要的修改。再次,必须尽快完善对该制度作用发挥有较大影响的相关制度,使独立董事制度与其它公司机关及法律制度较好地协调起来,共同改善上市公司的治理。
The improvement of the system of independent directors is a systematic project, which is inseparable from the improvement of the entire corporate governance structure and the coordination of a series of related systems. First of all, it is necessary to make the necessary changes from the aspects of the laws and regulations promulgated by the securities regulatory authorities and the rules formulated by the stock exchanges, and establish a reasonable legislative system. Second, we should learn from the major problems to be solved by this system. The experiences and lessons of the legislation and practice in various countries revolve around the most crucial link: the “independence” of independent directors, the balance of substantive power and power, and the necessary modification of the existing legislation. Thirdly, the relevant systems that have a greater impact on the role of the system must be perfected as soon as possible so that the system of independent directors can be better coordinated with other corporate bodies and legal systems to jointly improve the governance of listed companies.