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对于独立董事制度,国外学者虽然褒贬不一,但仍然从许多方面提供了可资借鉴的经验。引入独立董事制度,对完善我国上市公司治理结构具有重要意义,但我国独立董事制度存在的诸多缺陷,极可能使独立董事成为有名无实的“花瓶董事”。因此,必须借鉴与创新相结合,在独立董事的角色定位、选聘方式、人数比例、信息获取与激励约束等方面设计出合理的机制,以充分发挥独立董事对公司治理的作用。
Regarding the independent director system, although foreign scholars are mixed, they still provide useful lessons from many aspects. The introduction of an independent director system is of great significance to the improvement of the governance structure of listed companies in China. However, there are many defects in the independent director system in China, and it is very likely that the independent directors will become famous “vase directors”. Therefore, we must use a combination of reference and innovation to design reasonable mechanisms in the roles of independent directors, selection methods, number of people, information acquisition, incentives, and other constraints, so as to give full play to the role of independent directors in corporate governance.