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建立上市公司独立董事制度的目的在于完善上市公司内部治理结构,促进上市公司规范运作,发挥独立董事独立客观判断的作用,维护上市公司的整体利益,保护中小股东的合法权益不受损害。但是,目前在上市公司内部治理结构中,该项制度还远远没能发挥其应有作用,甚至有的上市公司独立董事成为了“花瓶董事”、“陪衬董事”、“人情董事”,发人深醒。本文对我国上市公司独立董事制度现状和存在的缺陷进行了粗浅的分析,并试图提出修订与完善此项制度的相关建议。
The purpose of establishing the independent director system of listed companies is to improve the internal governance structure of listed companies, promote the standardized operation of listed companies, give play to the independent and objective judgment of independent directors, safeguard the overall interests of listed companies and protect the legitimate rights and interests of minority shareholders. However, at present, this system is far from being able to play its due role in the internal governance structure of listed companies, and even some of the independent directors of listed companies have become “vase directors”, “foil directors” and “human rights directors” People wake up. This article has carried on the superficial analysis to the current situation and the existence flaw of the independent director system of the listed company in our country, and tried to propose the related suggestion that revise and perfect this system.