Their duty is to maintain independent financial and economic relations with the company or its managers, and not to have important business or professional ties with company affairs. The main task of independent directors is to independently supervise and manage the company's operation under the premise of protecting the interests of all shareholders of the company and ensure the transparency and fairness of the company.
Independent directors can not only serve the company, but also safeguard the interests of minority shareholders, so that the company and shareholders can achieve a "win-win". Because of this, the independent director system has become popular in Europe and America, and some people even call it the "independent director revolution". From 65438 to 0999, the proportion of independent directors in the board of directors was 62% in the United States, 34% in Britain and 29% in France. In big companies, the figure is even higher. According to a survey by Fortune magazine, among the top 1000 American companies, the average board size is 1 1, including 9 independent directors.
A brief history of development
The independent director system originated in the 1930s, and the Investment Company Law promulgated by the United States 1940 was the symbol of its emergence. According to the law, among the board members of an investment company, there shall be no less than 40% independent persons. The purpose of its system design is also to prevent the internal control of controlling shareholders and management from harming the overall interests of the company.
After 1960s and 1970s, the shares of major listed companies in western countries, especially the United States, became more and more dispersed, and the board of directors was gradually controlled by managers headed by CEO, whose supervision was seriously inefficient, and the problem of insider control became increasingly serious. People began to doubt the independence, fairness, transparency and objectivity of the board of directors under the existing institutional arrangements in theory.
The above contents refer to Baidu Encyclopedia-Independent Directors.