独立董事一般是指独立于公司股东(非股东或持有股份不足以影响其独立判断)且不在公司内部任职,并与公司无其他影响其客观独立判断关系的董事会成员。独立董事制度首创于美国,是从西方国家的非雇员董事或非执行董事发展而来,目前主要盛行于美英法这些不设有监事会的国家,并已成为其完善法人治理结构的一个非常重要的环节。由于独立董事制度在我国还处于摸索阶段,其制度建设滞后的缺陷也日益凸现,影响其功能的进一步发挥。借鉴国际经验,结合我国国情,针对这项制度推行过程中出现的问题,设计出适合我国上市公司的独立董事制度是当务之急。 Independent directors generally refer to members of the board of directors who are independent of the shareholders of the company (non-shareholders or holders of shares are not enough to affect their independent judgment) and do not hold positions within the company and have no other influence on the Company's objective and independent judgment. The system of independent directors was first established in the United States and developed from non-employee directors or non-executive directors in western countries. Currently, the system of independent directors has prevailed in those countries that do not have a board of supervisors such as the United States, Britain and France and has become a very important one for improving the corporate governance structure Links. As the system of independent directors is still in the groping stage in our country, the defects of its system construction lagging behind have become increasingly prominent, affecting the further development of its functions. Draw lessons from international experience, combined with China's national conditions, in view of the problems arising in the implementation of this system, it is imperative to design an independent director system that is suitable for our country's listed companies.