对设立独立董事制度几个基本问题的认识

设立独立董事的依据是解决委托人同代理人由于信息不对称而产生的代理人的机会主义行为,弥补我国现行公司治理结构的缺陷。独立董事的独立性表现在既独立于大股东,也独立于经营者,独立董事纯粹是一个局外人。在我国引入独立董事要正确划分独立董事同监事会的职能,独立董事的职能是监督监事会行使监督职能之后留下的"死角"和独立董事的"独立性"所具有并应承担的特殊职能,实行二者互补。

Several Thoughs on Basic Problems of Building the System of Independent Boards of Administration

The basis of building independent boards of administration is to solve agent' s opportunity behaviors caused by asymmetric information between the abandoner and the agent and to make up the disadvantages of our present company management system.The independence of independent boards of administration is showed in its independence from big shareholders and from managers,that is,independent boards are really outsiders.In China,building independent boards of administration needs to classify the functions between independent boards and boards of supervisors correctly,the function of independent boards is solve the"problems"left by boards of supervisors and shoulder the special responsibility of their"independence"which achieves the mutually complementary of these two boards.