Classification of directors
(1) executive directors, non-executive directors, internal directors and external directors
External directors and non-executive directors refer to directors who are not employees of the company at present. The external director is called the United States, and the non-executive director is called the United Kingdom. Corresponding to external directors or non-executive directors are those who are both board members and hold management positions in the company. Such directors are called internal directors or executive directors.
(2) Independent directors
The independence of independent directors is generally reflected in three aspects:
(1) has no employment relationship with the company;
(2) There is no trading relationship with the Company;
(3) No kinship with the company's senior staff;
The emergence and development of independent directors
Independent directors first appeared in America. 1940 The Investment Company Law promulgated by the United States clearly stipulates that at least 40% of the members of the board of directors of an investment company should be independent of the investment company, investment consultants and underwriters. The purpose of establishing independent directors in an investment company is mainly to overcome the disadvantages that the directors of the investment company are controlled by the controlling shareholders and management, thus deviating from the interests of all shareholders and the company as a whole. After decades of practice, the role of independent directors in various fund governance structures in developed countries such as the United States and Britain has been generally recognized, and their status and authority have been gradually strengthened at the legal level. Since 1980s, the independent director system has been widely implemented. According to the research report published by Cohen-Ferry International Company in May 2000, among the Fortune 1000 American companies, the average board size is 1 1, among which there are 2 internal directors, accounting for18.2%; There are 9 independent directors, accounting for 8 1. 1%. The rapid growth of the proportion of independent directors in the board of directors is called "independent director revolution" in the west.
References:
Company organization and management
What is an executive director? Executive directors are relative to non-executive directors.
The so-called executive director, as a director himself, participates in the operation of the enterprise.
Independent directors have nothing to do with the company in China and can express their opinions independently, including some major issues in the decision-making of the company's board of directors. The CSRC requires that his opinions must be independent and will not be influenced by the interests of a certain group. An executive director is an independent director who has other jobs or businesses in the company.
Independent directors (non-executive directors) are independent, expert and part-time.
Independence is its most important feature. The so-called independence is summarized as: 1, independent property, that is, the property of independent directors should be independent of the company in which they work; 2. Independent personality, that is, independent directors should be independent of the shareholders, board of directors and management of the company; 3. Independent operation, that is, the appointment of independent directors should be independent of the board of directors and managers of the company.
Experts refer to the fact that most of the independent directors employed by the company are professionals in economic, legal, financial or personnel management or other people who have a say or influence in the government or the people.
Part-time job means that independent directors generally do their own things outside the company and don't work in the company, so independent directors are also called part-time directors of the company.