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独立董事又称外部董事(Outside Director)、独立非执行董事(Non-Executive Director),指具有董事身份,不在公司内担任其他职务,不在公司领取薪酬,同公司没有其他实质性利益关系,能对公司事务作出独立、客观判断的部分董事。中国证监会在《关于在上市公司建立独立董事制度的指导意见》(以下简称指导意见)中认为,上市公司独立董事是指不在上市公司担任除董事外的其他职务,并与其所受聘的上市公司及其主要股东不存在可能妨碍其进行独立客观判断关系的董事。我国自2001年8月开始在境内上市公司中全面引入独立董事制度以来,独立董事制度在我国的实施情况并不十分理想。虽然独立董事制度的建立在一定程度上提升了上市公司的决策水平和能力,但是目前独立董事职责不明,角色定位不准,独立董事的独立性不强,独立董事制衡上市公司控股股东权力的作用不大,独立董事制度没有起到制度设计者所预想的效果。本文旨在介绍独立董事的起源、特点、发展方向等具体情况,为安防企业中的上市公司建立完善的独立董事制度提供一点帮助。
Independent directors, also known as Outside Directors and Non-Executive Directors, refer to directors who hold directorships, hold other positions within the company, do not receive remuneration from the company, have no other substantive interests with the company, Some of the directors who made independent and objective judgments on corporate affairs. In its Guiding Opinions on Establishing an Independent Director System in Listed Companies (hereinafter referred to as the Guiding Opinions), CSRC considers that independent directors of listed companies refer to those companies that do not hold any position other than a director in a listed company and are not related to the listed companies And its major shareholders do not have any directors who may hinder their independent and objective judgments. Since our country introduced the independent director system in domestic listed companies in August 2001, the implementation of independent director system in our country is not very satisfactory. Although the establishment of independent director system has promoted the decision-making level and ability of listed companies to a certain extent, at present the responsibility of independent directors is unknown, the roles are not allowed, the independence of independent directors is not strong, and the role of independent directors in balancing listed companies’ controlling shareholder’s power Small, independent director system did not play the system designer’s desired effect. The purpose of this paper is to introduce the origin, characteristics, development direction and other specific conditions of independent directors, and provide some help for the establishment of a perfect independent director system for listed companies in security companies.