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近年来,两次大规模独立董事离职潮是独立董事制度存在严重缺陷的信号。独立董事的任职条件、独立董事的薪酬、独立董事履职能力的评价等一系列问题亟待有科学、系统的解决方案,以完善独立董事制度。深究独立董事离职潮其原因,在于未能清晰认识独立董事的职能。本文基于“二元化职能观”提出我国独立董事具有“合规性”与“效益性”的双重职能,且两者相互促进、共同履行,助力于独立董事职能的充分发挥。
In recent years, the tide of leaving two large-scale independent directors is a sign of serious flaws in the system of independent directors. The working conditions of independent directors, the remuneration of independent directors and the evaluation of the ability of independent directors to perform their duties urgently require a scientific and systematic solution to improve the system of independent directors. To investigate the tide of independent directors leaving the reason is that they failed to clearly understand the functions of independent directors. Based on the concept of “Dual Function”, this paper proposes that our independent directors have the dual functions of “compliance” and “efficiency”, and both of them promote each other and perform together to help the independent directors fully function Play