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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。
Based on the theoretical analysis of the role and function of independent directors and the basic evidences of the listed companies in Hubei province and other survey data, the author concludes that the framework of the independent director system of listed companies in our country has basically been established. However, The role that should be played in defending the rights and interests of vulnerable stakeholders and the role of supervisory functions that they should play are not satisfactory. On this basis, this paper puts forward some suggestions on how to improve the system of independent directors in our country from aspects of selection mechanism, structure of board of directors, number of part-time jobs, incentive and restraint mechanisms.