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近年来,关于公司治理问题的大量讨论都集中在公司董事会内部结构与组成上,市场参与者非常关心如何设计董事会的内部构成以增强其治理、制衡的能力。作为这种公司治理机制的引入,独立董事制度已在我国上市公司运行数年。众多学者的经验分析表明,目前我国上市公司的独立董事制度并没有真正发挥其效用。分析了我国独立董事制度运行的现状,详细剖析了目前独立董事制度存在的问题,并针对这些影响制度运行有效性的障碍,提出了相关建议,以提高我国上市公司独立董事制度运行的有效性。
In recent years, a great deal of discussion on corporate governance has focused on the internal structure and composition of the board of directors of the company. Market participants are very concerned about how to design the internal structure of the board to enhance their ability of governance and checks and balances. As the introduction of such a corporate governance mechanism, the system of independent directors has been operating in listed companies in our country for several years. The empirical analysis of many scholars shows that, at present, the independent director system of listed companies in our country does not really play its effectiveness. This paper analyzes the status quo of the operation of independent director system in our country, analyzes the existing problems of independent director system in detail, and puts forward some suggestions to improve the efficiency of independent director system in our country.