A listed company shall establish an independent director system. An independent director of a listed company refers to a director who does not hold other positions except directors in the company and has no relationship with the listed company and its major shareholders that may hinder his independent and objective judgment.
Independent directors shall conscientiously perform their duties, safeguard the overall interests of the company and pay special attention to the legitimate rights and interests of minority shareholders in accordance with the requirements of relevant laws and regulations, guiding opinions and the articles of association. Independent directors perform their duties independently.
In principle, independent directors shall concurrently serve as independent directors in at most five listed companies, and ensure that they have enough time and energy to effectively perform their duties as independent directors. The board of directors of a listed company shall include at least 1/3 independent directors, including at least one accounting professional.
Meaning:
1. The independent director system has been proved to be an effective and widely adopted system in some western countries, led by the United States. Generally speaking, the independent director system is conducive to improving the corporate governance structure and improving the quality of the company.
2. The independent director system is conducive to strengthening the professional operation of the company and improving the scientific decision-making of the board of directors; It is conducive to strengthening the checks and balances mechanism of the board of directors and protecting the rights and interests of small and medium investors; It is conducive to increasing the transparency of information disclosure of listed companies and urging listed companies to standardize their operations.
Extended data
Characteristics of independent director system;
1, economically independent. Economic independence cannot be understood only superficially. As long as independent directors work hard, fulfill their duties and bear corresponding legal responsibilities for their own mistakes, they should be paid corresponding to their obligations and responsibilities, and establish a reasonable incentive and restraint mechanism.
2. The independence of exercise. The role of independent directors in China's listed companies has not been fully exerted. The main reasons are: first, the proportion of independent directors in the board of directors of listed companies is too low; Second, there is no corresponding exercise institution in the corporate governance structure of listed companies.
3. Produce program independence. At present, most listed companies are state-owned enterprises, and their corporate governance structure itself has great problems, so it is difficult to ensure the independence of independent directors. Moreover, many independent directors are "human directors" brought or invited by company leaders or management, and their rights and responsibilities are unclear.
Baidu Encyclopedia-Independent Director System