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独立董事制度最早起源于美国,这项制度最初产生的原因,主要是针对公司董事会职能减弱这一客观问题。经过实践发展,这一制度被引入到英国,进而移植到法国和日本等国。从中国在2001年8月正式确立独立董事制度以来,我们可以理性的从中发现,这一制度在改善公司的治理结构,提高上市公司的质量,维护中小股东的利益等方面发挥了积极的作用。但作为一件舶来品,这一制度在实践中也存在着不少的问题。文章旨在通过分析独立董事制度在我国发展过程中存在的问题,探讨如何完善我国独立董事制度。
The system of independent directors originated in the United States. Originally, this system was mainly aimed at the objective problem of weakening the functions of the board of directors. After practical development, this system was introduced to the United Kingdom, and then transplanted to France and Japan and other countries. Since China officially established the independent director system in August 2001, we can reasonably find out that this system has played a positive role in improving the governance structure of listed companies, improving the quality of listed companies and safeguarding the interests of minority shareholders. However, as a foreign product, there are still many problems with this system in practice. The article aims to explore how to improve the system of independent directors in our country by analyzing the problems existing in the development of our country.