独立董事"独立性"研究

独立性是独立董事制度的核心和灵魂。本文认为,独立董事制度的独立性包括独立董事个体的独立性和独立董事整体的独立性。独立董事的独立性是相对的,也是动态的,而且与独立董事的选拔机制、激励和约束机制有关,恰当的激励和约束机制是确保独立董事独立性的重要因素,中等程度的激励和中等程度的约束是最佳的“度”。独立董事在董事会中占多数地位是独立董事整体独立性的基本保证,独立董事工作条件的配套也是提高独立董事工作效率(这也是“独立性”的最终目的)的重要条件。

A Study on Independence of Independent Directors

Independence is the essence of the independent director system. This study shows that the independence content of the independent director system is a composition of these two aspects: the independence of the individual independent directors, as well as the integral independence of the independent directors as a whole. Independence is a relative and dynamic term, which is related to the recruiting, monitoring and motivating mechanisms applying on the independent directors. Appropriate motivating and monitoring mechanisms are among the important elements that ensure independence. We show that moderate motivation and moderate monitoring are the best in this respect. In addition, that independent director to be the majority within the board is a basic assurance to the integral independence of independent directors as a whole. Other than the above, matched working conditions promote the efficiency (which is the ultimate goal of "independence") of the independent directors, and has become an important aspect.