上市公司独立董事的角色和功能定位及其实现状况分析——以湖北上市公司为证据

本文通过对独立董事角色与功能定位的理论分析,以湖北上市公司的统计资料为基本证据,并结合其他调查数据,得出结论认为:我国上市公司独立董事制度的框架已基本建立起来,但在应扮演的维护弱势利益相关者权益的角色和应发挥的监督职能的作用上尚不尽人意。在此基础上,本文从遴选机制、董事会结构、兼职数量限制、激励和约束机制等方面提出了完善我国独立董事制度的若干建议。

The Role and Function Orientation of Independent Director and Its Status Quo in Listed Companies--The evidence from the listed company in Hubei province

Independent director system is an important institution that is introduced and carried out recently in China in order to improve government system of the listed company. This institution originated in the West Country. How about its actual effect in China? In this paper we definite the role and the function of independent director in theory firstly. Secondly, we analysis the data of the listed company in Hubei province and other investigate. Then, we draw the conclusion that framework of Independent director system has been built up initially in Chinese listed company , but the role and the function of independent director are not consistent with their definition. At the end of the paper , we give some advice about how to improve the system of independent director in several fields , such as procedure of choosing, construction of directors' board , limitation on quantity of concurrent job and system of incentive and restrain.