From the macro perspective of legislation, there are obvious problems in China's independent director system at present: First, from the perspective of legal effect, these provisions are mostly legal documents of the nature of guidelines, opinions and drafts, with a low level of legal effect; Second, the content of specific norms is not perfect and detailed enough. Even the "Guidelines for the Governance of Listed Companies" require that "the qualifications, election and replacement procedures, responsibilities, etc. The appointment of independent directors shall comply with the relevant regulations. However, because the relevant regulations are unclear or lack of mandatory, it is not clear what kind of legal responsibility they should bear if they do not comply with the relevant regulations, the practical effect of such regulations is bound to be greatly reduced. Therefore, it is necessary to study and improve it carefully.
Two, modify the micro specific provisions, give full play to the role of the independent director system.
1. The qualification of independent directors should appropriately lower the "ability" standard and strictly implement the "independence" standard.
According to the regulations on the qualifications of independent directors in various countries, we can find that most of them are stipulated from two aspects: positive qualifications and negative qualifications. Our country draws lessons from this kind of legislation.
First of all, in terms of the positive qualifications of independent directors. According to Article 2 of the Guiding Opinions on Establishing an Independent Director System in Listed Companies (hereinafter referred to as the Guiding Opinions), being an independent director should meet the following basic conditions: (1) Being qualified as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; (2) Having the independence required by these Guidelines; (3) Having basic knowledge of the operation of listed companies and being familiar with relevant laws, administrative regulations and rules; (4) Having at least five years of legal, economic or other work experience necessary for performing the duties of an independent director; (5) Other conditions stipulated in the articles of association.
The above provisions are the basic requirements for independent directors, that is, (1) as a member of the board of directors, independent directors must first meet the requirements of China's corporate legal system for directors' qualifications; (2) the requirement of independent status; (3) Because of the special responsibilities shouldered by independent directors, they must have the corresponding working ability, which is the core content of active post qualification. In my opinion, there are two requirements for the "ability" of independent directors. This is mainly because the primary task of independent directors in China is to be able to adhere to their independent judgments and opinions, and their ability is secondary.
First of all, the requirements for work experience need not be limited to the legal and economic fields. Under the immature corporate governance environment in China, it is understandable to pay special attention to legal and economic work experience for the qualifications of independent directors. However, the most important function of independent directors is to improve the integrity of corporate behavior with their independence and solve the credit crisis of listed companies in China. Professional technical knowledge and experience in legal and economic fields are certainly helpful to understand the operation of listed companies, but the functions of independent directors are various, and not everyone needs professional technical knowledge. On the contrary, if we can diversify the structure of independent directors as much as possible while ensuring the basic professional and technical personnel of independent directors, it will be more conducive to enhancing their independence and improving the social influence of listed companies. Second, the requirement for working experience time can be shortened. The requirement in this regulation is "more than five years". Nowadays, with the rapid development of social economy and frequent upgrading of industries, many emerging industries, especially high-tech industries, have been born. The scientific and technological content in the production and operation fields of each company is very different, and the objects of management are different, which requires managers to have different concepts, abilities, experiences and qualities. Existing concepts, concepts and experiences will hinder the formation of new concepts and concepts. The five-year work experience limit seems a bit long, which does not conform to the theory of "life cycle of new products and technologies". [1] Therefore, we can consider shortening this period appropriately, specifically, it can be set at three years.
Secondly, as far as the negative qualification of independent directors-"independence" standard is concerned. According to Article 3 of the Guidance Opinion of August, 20001,the following persons may not serve as independent directors: (1) Persons who work in listed companies or their affiliated enterprises and their immediate family members, major social relations (immediate family members refer to spouses, parents, children, etc.). ; The main social relations refer to brothers and sisters, parents-in-law, daughter-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc. ); (2) Directly or indirectly holding more than 65,438+0% of the issued shares of the listed company or natural person shareholders and their immediate family members among the top ten shareholders of the listed company; (3) Persons who directly or indirectly hold more than 5% of the issued shares of a listed company, or persons who work in the top five shareholder units of a listed company and their immediate family members; (4) Persons under the circumstances listed in the preceding three items in the last year; (5) Personnel who provide financial, legal and consulting services for listed companies or their affiliated enterprises; (6) Other personnel as stipulated in the Articles of Association. Other personnel identified by China Securities Regulatory Commission.
Article 49 of "Corporate Governance Standards for Listed Companies" of June 5438+ 10, 2002 stipulates that independent directors shall be independent of the company where they work and its major shareholders, and independent directors shall not hold any positions other than independent directors in listed companies.
Of course, in addition, the passive qualification of independent directors should also include the relevant provisions in the Company Law and the Securities Law on not being a director.
These definitions of "independence" of independent directors belong to abstract standards, which absorb the positive results of international research on this issue and make the standards clearer. Among them, the employment relationship, kinship relationship and service business relationship that affect "independence" are highly valued. This is worthy of recognition. But there are several aspects that need further consideration:
First, "non-service business relationship" should be absorbed. Judging from the provisions of the Guiding Opinions, it seems that as long as independent directors do not exist (1)-(5), there will be no restrictions on other non-service business activities with listed companies. So, in this way, can it remain independent? Generally speaking, the company laws of various countries have strict requirements on the independence of independent directors, and they are not allowed to work in affiliated companies, let alone deal directly with companies. The American Bar Association stipulates that independent directors are "non-executive directors who have no significant business or professional relationship with the company or operators." CalPERS governance principles and standards stipulate that independent directors have not been associated with the company's major customers or suppliers, non-profit organizations that have received major donations from the company, and have no business relationship with the company that should be disclosed according to the provisions of S-K in the past five years. On this issue, China's regulations are obviously too loose. It is not enough for listed companies and their shareholders or shareholder units to be independent. Therefore, the content of "no significant business or professional relationship" and "no relationship with the company's major suppliers or customers" (that is, other business relationships that may affect the independent judgment of independent directors) can be absorbed.
Second, the one-year restriction period is too short, which can be increased to three years. One year is not enough to separate people who have had close relations with listed companies from listed companies. China pays special attention to the world, and the degree of marketization is not mature enough. It is impossible for him to take a different position immediately after his role changes, which may be possible in developed market economy countries. But even in similar situations in the United States, the time requirement is much longer. "CalPERS Governance Principles and Guidelines" stipulates that independent directors must "have not held an administrative position in the company in the past five years". Lawmakers in our country may consider the lack of director resources in our country. If there are too many restrictions, there may not be enough people to choose from. However, if we choose independent directors with insufficient independence, it will be more harmful to improve corporate governance. Because, in China, it is often not that there is no system, but that the system cannot be effectively implemented. Once these independent directors fail to play a good role, people have doubts about the independent director system. What can China Securities Regulatory Commission use to build investor confidence? Therefore, we should adhere to the principle of first shortage and then abuse, and appropriately extend the restriction period, which can be set to three years.
2. Promote the marketization of human resources
In developed countries with market economy, there are already mature professional managers with good management ability, rich professional and technical experience and strict professional ethics. In addition to fulfilling their social responsibilities according to their social roles, they even have institutions that independently evaluate the business performance of senior managers. In China, however, the development of market economy is still quite short, and all kinds of human resources are very scarce, especially outstanding entrepreneurs, and a considerable number of independent directors are selected from these people. Therefore, the choice of independent directors in China is relatively scarce. At the same time, the mature social credit system is far from being established, and the degree of self-discipline of professional managers is still low. Therefore, the cultivation of independent directors should start with the cultivation of professional managers and professionals in various industries, so that human resources can be fully marketized.
3. Ensure the "independence" of independent directors and have sufficient influence in the selection and appointment.
First of all, the nomination method of independent directors should limit the deep influence of the board of directors or controlling shareholders.
The nomination of independent directors is the first step in selecting independent directors, and who nominates directly affects the independence of independent directors. The design of this problem must meet the main purpose of setting up independent directors. Paragraph 1 of Article 4 of the Guiding Opinions stipulates: "The board of directors, the board of supervisors of a listed company and shareholders who individually or collectively hold more than 1% of the issued shares of a listed company may propose candidates for independent directors"; Article 4, paragraph 2, stipulates the nominee's obligation to consult and understand and the nominee's obligation to make a public statement; Paragraph 3 of Article 4 stipulates the objection procedure of the board of directors to the nominee and the audit power of the CSRC.
The nomination arrangement of foreign independent directors is to avoid being directly influenced by the management or internal directors of the company, so that independent directors can better represent the overall interests of the company. In view of this, from the overall perspective of the nomination system, taking into account the overall interests of the company and the need to pay attention to protecting the interests of minority shareholders, the provisions of the Guiding Opinions are positive and feasible. However, the existing problems are also obvious: it is mainly inappropriate to directly give the independent directors of the board of directors of listed companies the right to nominate. This is in contradiction with the legislative intent of the Guiding Opinions. Because, according to the provisions of the Guiding Opinions, independent directors are elected by the general meeting of shareholders. In the case of controlling by major shareholders, if the board of directors directly enjoys the right to nominate independent directors, major shareholders can completely control the whole process of selecting independent directors. The following amendments can be considered to the nomination right of the board of directors: First, the board of directors should not enjoy the nomination right of independent directors in listed companies without a nomination committee; Second, in listed companies with nomination committees, the committees exercise the right to nominate independent directors. Of course, the Committee should have a high degree of independence (for example, Article 52 of the Guiding Opinions stipulates that "the independent directors in the Audit Committee, Nomination Committee and Remuneration and Appraisal Committee should be in the majority and act as conveners").
Secondly, the election of independent directors should be inclined to minority shareholders.
Article 5 1 of China's Corporate Governance Standards for Listed Companies only stipulates in principle: "Qualification, election and replacement procedures, responsibilities, etc. The qualifications of independent directors shall comply with relevant regulations. " Then, the election of independent directors mainly refers to the relevant contents of Article 4 of the Guiding Opinions. The roughness of this provision will affect the independence of independent directors. The main problem in China lies in the imbalance of power caused by "one dominant share". Major shareholders have the ability to control the shareholders' meeting, and then control the election results. If the nominated independent director is not recognized by the major shareholders, the candidate will not be able to pass the election at the shareholders' meeting. Nomination Committee and minority shareholders' nomination right lose practical significance and should be restricted; In addition, there is no clear requirement for the proportion of elections.
There are two ways for reference: first, it is stipulated that major shareholders must have reasonable reasons or reliable evidence to vote against it, otherwise they should agree or be deemed to agree to the nomination; Second, exclude the voting rights of the first few major shareholders, because independent directors mainly do not serve the major shareholders. In the process of nomination and voting, major shareholders (or their representatives) must not be given both nomination and voting rights, and must be restricted. In this way, major shareholders can participate in the election process, and will not use their dominant position to crowd out the election interests of small and medium shareholders. In addition, the stock exchange should formulate rules to clarify the voting ratio requirements.
Third, the composition of independent directors in the board of directors should be conducive to their role.
How many independent directors are needed in the board of directors to play a more effective role? At present, there are some related studies (including empirical studies) abroad, but no absolutely convincing conclusions have been drawn. From the perspective of agency theory, independent directors should play a greater role in supervising management than internal directors. Because independent directors attach importance to their reputation and credit, they should use their directorships to send their own value signals to the human resources market, indicating that they are decision-making control experts, understand the importance of decentralized decision-making control, be able to work under the decentralized decision-making control system, and dare to put forward different opinions or even change the general manager of the company when necessary. After analyzing the stock price reaction of 198 1- 1985, Rosenstand and Wyatt concluded that the appointment of external directors usually has no negative impact on shareholders' wealth. But at the same time, they also admit that it is better to infer that external directors are superior to internal directors from the positive stock price return effect related to the appointment of external directors. "This inference must be cautious." There are also completely opposite research results. David Germark believes that the more independent directors, the worse the company's performance. [2] So, is there an optimal large proportion? So far, no research has found this ratio. However, there is an indisputable fact in the United States that most companies have about 60% independent external directors on their boards.
The Principles of Corporate Governance of American Law Institute suggests that independent directors should be the majority in the board of directors of large listed companies; There must be at least three independent directors on the board of directors of other public companies, and it is considered that three independent directors are the minimum requirement for forming a strong criticism group on the board of directors. It is worth noting that after the Enron incident, the United States introduced some measures to improve the governance structure of listed companies. Most importantly, on June 6th, 2002, new york Stock Exchange and Listing Standards Committee submitted a report to the board of directors of the exchange, which put forward higher requirements for independent directors of listed companies. One of its core contents is to require independent directors to occupy the majority in the board of directors of listed companies. [3] The European Union believes that the non-executive members in the "single-tier" management organization "should be divisible by 3 and be greater than the number of executive members" [4]. This is very similar to the suggestion of the American Law Institute. In fact, in most common law countries, the requirements for the number of independent directors generally stipulate or imply "majority" or "substantial majority". In view of the phenomenon that although China adopts the "two-tier system" governance model, there is a serious lack of supervision and the board of supervisors is overhead, we should pay more attention to the demand for independent directors in the "one-tier system" countries.
Fourth, maintain the current tenure of independent directors, but pay attention to the impact of tenure on "independence." Paragraph 4 of Article 4 of the Guidance stipulates: "The term of office of an independent director is the same as that of other directors of a listed company. After the expiration of the term of office, independent directors may be re-elected, but the term of re-election shall not exceed six years. " The term of office of directors is based on Article 115 of the Company Law: "It shall be stipulated in the articles of association of the company, but each term shall not exceed three years."
It can be said that the term of office of independent directors in the Guiding Opinions fully considers the legislative experience of the United States and Europe. A common understanding is that the length of term will affect the maintenance of "independence". Because independent directors have long-term ambiguous relationships with other directors and managers, even if there is no direct connection in interests, the possibility of ideological convergence is quite great. The EU is too lenient in this regard, and it is stipulated in the EU Company Law Directive: "The term of office of non-executive members of the management organ shall be determined, but it shall not exceed six years. After the expiration of the term of office, you can be re-elected. " [5] The EU does not even limit the maximum term of re-election, that is, if independent directors can always be elected, they can always serve. In contrast, the legislation in Michigan needs to be improved. It is stipulated that independent directors shall not serve in the company for more than three years. After three years, the director can continue to serve as a director, but he is disqualified from being elected as an independent director. This is worth learning from, because on the one hand, it prevents independent directors from "internalizing" because of the solidification of interests; On the other hand, enhance the openness of the company's leadership and absorb new information, knowledge and technology into the company's decision-making field through the replacement of independent directors.
It is correct to limit the term of office of independent directors, and the provisions on the term of office of independent directors in China are also relatively mild. But after all, whether the six-year total restriction period can prevent "independence" from being eroded is still inconclusive in China, which should be paid attention to and adjusted in time if it fails.
4. Guarantee independent directors to exercise their functions and powers and form a supervision and cooperation mechanism.
Because of the special status and responsibility of independent directors, they should enjoy different powers from ordinary directors, which is a necessary condition for independent directors to play their roles. Usually should have the following powers: First, the right of supervision; The second is the right to review; The third is the veto power.
The Guiding Opinions actively explores the legislation of independent directors' supervision, auditing and veto power, and puts forward more specific requirements. Some new systems have also been introduced, such as cumulative voting rights; Public disclosure system; Cost company commitment system; Independent director liability insurance, etc. In order to ensure the realization of the functions and powers of independent directors, listed companies are also required to provide some necessary conditions, such as: Article 7 of the Guiding Opinions stipulates that independent directors shall enjoy the following rights: ① the right to know; (2) the right to obtain necessary working conditions; (3) independently exercise their functions and powers; (4) the right to remuneration; (5) Security right of practice risk, etc. Compared with the previous regulations and guidance documents, it is a great progress.
But we also found that there are some unsatisfactory places here. First, it focuses on the supervision authority of independent directors and ignores the creation authority; Second, independent directors are not given substantive veto power on special matters. In addition to related party transactions that can only be discussed by the board of directors with the consent of independent directors, the most powerful way for independent directors to express different opinions is to publicly state their opinions. It is not enough for independent directors to have no substantive veto power over some special matters, and this kind of supervision is very weak; Third, when the board of directors does not respect, adopt or even interfere with the independent opinions of independent directors, it has no relevant responsibilities.
Therefore, when designing the functions and powers of independent directors in legislation, we should first stipulate that independent directors can better play their creative functions and powers according to whether special committees are set up; Second, give independent directors substantial veto power on some major and special issues; Third, the legal responsibility of the board of directors to hinder independent directors from exercising their functions and powers without justifiable reasons should be increased. In addition, some key concepts should be clarified, such as related party transactions.
5. Make the obligations of independent directors more reasonable.
The obligations of independent directors can be divided into general obligations and special obligations. General obligations refer to the basic obligations that an independent director must undertake as a director, including the duty of loyalty stipulated in the Company Law. Special obligations refer to the obligations different from other directors determined by the independent status of independent directors, which mainly include: ① fiduciary obligations, such as representing the overall interests of the company, especially the interests of minority shareholders; Perform duties independently; 2 Diligence obligations, such as: in principle, serving as an independent director in at most five listed companies, and ensuring that there is enough time and energy to effectively perform the duties of independent directors; (3) The responsibilities of the special committees. The obligation of good faith and diligence are introduced on the basis of absorbing the successful experience of foreign corporate governance structure, which is representative and practical to some extent. Especially in today's credit crisis of the whole securities market in China, emphasizing honesty and diligence actually embodies the interdependence and mutual promotion of morality and the rule of law. The socialist market economy is not only an economy ruled by law, but also an economy with integrity. The most important thing for independent directors to play their role is a high sense of responsibility and conscience.
However, first of all, the duty of loyalty lacks specific standards. The duty of loyalty and the duty of good faith, which are widely used in Anglo-American legal system, can be judged by a large number of precedents, while China is a statutory country with no precedent to follow. If we don't set certain judgment standards for this obligation, it will inevitably cause certain difficulties in judicial practice. Second, the external standard of diligence obligation is not reasonable enough. First of all, there is no lower limit for working hours. It is only stipulated that if an independent director fails to attend the board meeting in person for three consecutive times, the board of directors may request the general meeting of shareholders to replace him. Whether independent directors can attend company meetings on time is too low as a standard of diligence. Secondly, the maximum number of listed companies (5) is too high. There are no professional independent directors in China, most of them are part-time and have their own main businesses. At the same time, it is difficult to ensure the necessary time to understand and study the business of each company.
Suggestions: first, the judicial interpretation should clarify the judgment standard of loyalty and good faith obligation; Second, raise the minimum requirements for independent directors to serve in listed companies, and reduce the number of companies serving at the same time to two or three at most.
6. Adjust the remuneration system of independent directors and form an incentive mechanism.
In essence, independent directors have an agency relationship with listed companies, and they have paid a certain amount of labor to improve the efficiency of the company, so it is appropriate to get a certain reward. We can't expect that there is no material benefit to drive independent directors to consciously work for listed companies. Any independence is relative. However, in order to maintain the independence of independent directors as much as possible, it will be difficult to determine their remuneration. On the one hand, the remuneration can not be absent, nor can it be too low; On the other hand, the remuneration should not be so high that its interests are too great to be independent. Therefore, when setting the salary of independent directors, we should fully consider the influence on independence and the necessity of incentive. Foreign countries are generally more flexible, mainly in the following ways: ① fixed wages; ② Deferred payment plan; ③ Stock options. [6]
China's "Guiding Opinions" only stipulates allowances as a form of wages, which is conservative. Although the deferred payment plan or stock option plan has not been legally recognized in our country at present, how to make the remuneration of independent directors should not be limited to a single form, and this option should be left to the listed company to be decided by the shareholders' meeting, because it is more within the scope of private rights, and there is no need for the law to interfere too much. The most prominent problem is that the way of proposing and deciding the compensation plan for independent directors is not wise enough, which is easy to reduce the independence of independent directors. Major shareholders can control the voting results through the proposals of the board of directors and the shareholders' meeting, which means that the remuneration of supervisors is completely determined by the supervisors, which leads to independent directors having to pay more attention to maintaining good relations with major shareholders or their interest representative directors when making behavior choices. The technology of legal design violates the purpose of legislation. Therefore, to consider the adjustment methods, the following methods can be adopted: First, the Board of Supervisors or the Remuneration Committee will formulate a plan and submit it to the shareholders' meeting for deliberation. If the major shareholder objects to the failed revision plan for many times (for example, limited to three times), the voting right will be lost, which shall be decided by other shareholders; Second, in a company without a remuneration committee, the board of directors formulates a plan and submits it to the shareholders' meeting for deliberation, but the major shareholders (or the top few shareholders) do not participate in the voting. In short, the board of directors should not have the right to make plans and make decisions at the same time, so as to restrict and cooperate with each other, balance the allocation of power and safeguard the independence of independent directors.
7. Establish a reasonable restraint mechanism for the civil legal liability of independent directors.
Any unsupervised power is dangerous and may lead to the overflow of power. Independent directors have more power to supervise the board of directors and managers of the company, but this does not mean that they do not need to be restricted. Therefore, the behavior of independent directors should also be restrained in a reasonable corporate governance structure. Paragraph 6 of Article 7 of the Guiding Opinions only mentions: "A listed company may establish a necessary liability insurance system for independent directors to reduce the risks that may be brought by independent directors' normal performance of their duties." This may be because independent directors treat internal directors equally and want to bind independent directors according to the duties of ordinary directors. However, the position, function and authority of the two companies are too different, so it is probably not appropriate to ask for the same legal responsibility.
It is necessary to clarify the specific legal responsibilities of independent directors. The threat of potential legal liability can prompt independent directors to devote corresponding time and energy to due diligence and better perform their management and supervision functions. The legal liabilities of a company include civil, administrative and criminal liabilities, but it is more effective for investors to obtain civil remedies, including the right of recourse to independent directors. At present, China mostly uses the administrative punishment of CSRC to restrain independent directors who have seriously neglected their duties. However, the author believes that excessive use of administrative punishment is very inappropriate. Because: First, in the face of a large number of listed companies, the CSRC does not have enough ability to supervise the practices of every independent director of all companies, and investors can play more supervisory roles out of concern for their own interests, which can make up for the lack of administrative supervision; Second, even if independent directors fail to perform their duties and cause losses to companies and investors, not all of them need the intervention of administrative power. Excessive intervention is suspected of "exceeding authority". Whether it is necessary to investigate the responsibility is mainly the power of the losing party. This is the scope of private autonomy and the CSRC does not need to take the initiative to intervene. In addition, the establishment of civil legal liability should also take into account the risks that always exist in commercial activities. This is determined by the complexity of economic law. Some scholars believe that independent directors should bear joint liability with other directors. This is neither legal nor realistic. The remuneration of independent directors is meager, and once mistakes occur, it is obviously unfair to bear extremely huge compensation together with other directors who make huge profits. Moreover, many independent directors are not millionaires or even multimillionaires like other directors, and they are unable to bear joint liability. An unenforceable law is a failed law.
In view of this, the author thinks: firstly, the scope of application of administrative legal liability of independent directors should be narrowed, and the power of punishment of securities supervision departments should be strictly limited within this scope; Second, clarify the specific civil legal liability of independent directors. As long as independent directors act in accordance with the obligations of loyalty, honesty and diligence under normal circumstances or conditions, even if they make mistakes in decision-making, they should not be investigated.
Third, the system needs to be further improved and problems to be solved.
1. Make the information disclosure system better serve the independent director system.
Information disclosure system is the cornerstone of the securities market and the premise for independent directors to exercise their functions and powers. In cooperation with the independent director system, we should mainly pay attention to the following points:
First, we must strictly implement the information disclosure obligations of the company's management and ensure the independent directors' right to know. In particular, information disclosure must be timely, and untimely information has no market value; To further expand the scope of information disclosure; It is also necessary to strengthen the legal responsibility for illegal or illegal information disclosure.
Second, improve the information disclosure obligations of intermediary service agencies, strengthen their legal responsibilities, improve the authenticity and integrity of information disclosure, and enable independent directors to make correct judgments on the basis of trusting their disclosure. In the whole information disclosure mechanism, the service of intermediary service institutions is a core link, because the social division of labor determines that it is impossible for people to complete every link of their work, and they must rely on the professional opinions made by other professional institutions. Once the intermediary service agencies can't truly report the information, it will inevitably cause adverse chain reactions in the whole market. We must constantly improve the transparency and openness of information disclosure of intermediary institutions from policies and laws, and strictly regulate their service quality.
Third, some institutional investors or company management manipulate the stock market, spread false information and other speculative behaviors that disrupt the market order, and should intensify the crackdown. At the same time, independent directors can be allowed to express more independent opinions on some abnormal information disclosure.
2. Gradually adjust the ownership structure to promote the development of the independent director system.
Reasonable ownership structure is the basis of optimizing corporate governance structure, and the introduction of independent director system in Britain and the United States occurred after the company experienced the equity revolution. A dominant shareholding structure is the root cause of "insider control" and infringement on the interests of minority shareholders, and it is also an institutional obstacle to the introduction of independent directors. Although this pattern is difficult to completely change in the short term, as a strategic task, we must attach great importance to it and solve it step by step.
3. Cultivate the basic environment of corporate governance culture and integrity.
References:
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