“会前沟通”作为一种新机制,不仅不排斥独董发挥监督与制衡作用,而且能使独董在看似“宽松和谐”的协商过程中更好地履行其监督与决策职能。在“会前沟通”中,独董意见作为一种交流内容,只有在沟通主体愿意的情况下才具有制约作用;在董事会议中,独董意见则是一种依法表决,即使高管不接受也具有制约作用;两种机制各有长短,宜灵活运用,不可厚此薄彼。完善“会前沟通”机制股权结构是基础,公司领导层是关键,程序性规则是保障;建议将工作笔录制度引入“会前沟通”程序,以督促独董规范履职,并为其工作业绩留痕。 As a new mechanism, “pre-meeting communication” not only does not exclude the independent directors from exercising their role of supervision and checks and balances, but also enables independent directors to better perform their oversight and decision-making in the process of negotiations that appear to be “relaxed and harmonious” Function. In the “pre-meeting communication”, the independent director’s opinion as a communication content is restricted only when the communication subject is willing to do it. In the board meeting, the independent director’s opinion is a vote according to law. Even though senior executives Do not accept also has a restrictive role; two mechanisms have their own length, should be flexibly applied, can not be the same. Improve “pre-conference communication ” mechanism Ownership structure is the foundation, the company’s leadership is the key, procedural rules are to protect; proposed the introduction of work record system “pre-conference communication ” program to urge independent directors to perform their duties and Left marks for their work performance.