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Independent directors in Corporate Governance
Abstract: a comparative analysis of the independent directors in corporate governance role has three main points of view, pointed out in the three views of the positive significance and limitations of the basis, of the independent directors in corporate governance should play the role to undertake reflection afresh, put forward in the management of a company should play supervision and decision support the double role as the main body, the former, the latter as a complement to the new point of view, and analyzes the new role requirements and principles.
Key words: independent director; role; supervision; decision support
1 Introduction
In 2001 August, the Commission issued the" about establishing independent director system in listed company guidance", a listed company in China should be revised provisions of the articles of association of the company, employ the appropriate personnel as independent directors, including at least one accounting professionals, in 2002 June 30 a few days ago, the listed company's board of directors with at least two independent directors; before June 30, 2003, listed company's board of directors should include at least 1 / 3 of the independent director. These are the independent director system in China in the history of the development of important provisions of the guidance, advice issued in recent ten years, the independent directors in listed company governance, protect the interests of small shareholders, improve the modern enterprise system construction plays a certain role, has become China's governance structure of listed companies are necessary components of. However, in recent years the role of independent directors has some questions, such as the" sensible", "favor directors" comments. On independent directors dispute continuously, which is one of the independent directors in Corporate Governance: what is the role of problems. People from different point of view respectively put forward their views, but seem to have certain limitation. Independent directors should play what role would be better? This paper is based on the above arguments is studied.
2 independent directors in Corporate Governance: role of existing main viewpoint overview
2.1 independent directors of the single supervision role
The equity of the enterprise regardless of the relative centralized or relatively dispersive, enterprise will have a monopoly control over the party, they are by virtue of their master rights and information superiority, for acting in their own interests, violations of the legitimate rights and interests of other stakeholders of enterprises, their rights are almost unmanned supervision state, is not conducive to the management and sustainable development. So the independent directors role is to supervise and balance has a monopoly control over the party, breaking the monopoly control over the state, suppressing their opportunism behavior, so that it can not be arbitrarily overstepping its rights and against the interests of the other side, the company this one organization harmonious sustainable development. In addition, Kong Xiang ( 2002) the image of the independent directors of metaphor into sports match referee, the duties of independent directors is to violate compasses behavior to undertake correction, ensure match smoothly, Guo Qiang, Jiang Dongsheng ( 2003) from the perspective of corporate governance, independent directors role is that the essence of short-term contract to judge and marginal to adjust.
2.2 independent directors role of managers
The main representative scholars such as Xie Deren. Xie Deren ( 2005) based on the principal-agent theory, put forward the nature of independent directors managers, its itself is first acting part of the problem, in its only between shareholders and agency problems are better resolved, independent directors will probably become an effective corporate governance mechanism. His understanding of the logic is independent directors are board members, the board of directors still have and exercise enterprise residual control right, then the independent directors have and exercise enterprise residual rights of control, so that independent directors and internal directors as enterprises. Xie Zhihua ( 2005) also think, the independent directors in nature is first manager, agent part of the problem, do not have any so-called" independence", it is to operate to the advantage of human capital contract and joined the company essence has enterprise residual control right of the owner of human capital.
2.3 independent directors to enhance corporate image role
In this view because of independent directors from outside the enterprise, they are generally in the outer office, as independent directors only part-time work, invest the time and energy is limited ( in most cases a year to participate in several meetings ), compared to the internal directors and management in information inferior position, it is almost impossible to challenge in the information and control the status of the internal directors and management; the other due to some complex decision-making need professional economic, management, legal, accounting, knowledge or experience, and independent directors as a result of information or capacity constraints, it is difficult for them to make independent judgments, less likely objections; but for some relatively simple business decision-making, independent the board because of their certain interests of enterprises subject to control, so it is generally choose acquiescent. So the optimal selection of independent directors only from form to meet the legal requirements, corporate governance as decorations, is to enhance corporate image.
3 the various viewpoints and the significance of the limitations of thinking
The 3.1 single supervision role of significance and limitations of thinking
This role in corporate governance has important significance. First of all, the author believes that the introduction of independent director of a very important role is to make up for the governance structure of Listed Companies in China in terms of a blank from the shareholders' meeting board of supervisors to agent supervision board and management, and the principal of major shareholders in unsupervised. Secondly, by introducing independent directors of board of directors, the board of directors of the supervision function effectively, restrain the phenomenon of "insider control", which also maintained the interest of the company and all closely connected. Again, because of the independent directors and shareholders, management and internal directors have clear boundary, the former can balance the latter, prevent them from abusing their power, reduce their immoral behavior.
However, we believe that only emphasizes the independent director supervision and balance the role, will have some problems : too much emphasis on the role of supervision and check, will make independent directors and shareholders, directors or management layer between the inner relationship is not harmonious and even conflict, and that independent directors have been isolated and rejected, but the results can not play supervision effect. In addition, if only to emphasize the supervision and check, may make independent directors in order to supervision and supervision, the supervision as objective, the results of some of this can be done by other means of avoiding supervision does not avoid, but led to its own supervision cost is big and the effect is not good.
3.2 role of managers and the significance of the limitations of thinking
The role of positive significance is that it is the deep extension of our understanding of the effectiveness of independent director system of thinking, inspire us to start thinking about the independent directors and shareholders may exist between entrust -- the representative concerns, system of independent director governance effect on weakening the real reason behind. At the same time, it also prompted us to pay more attention to the independent directors of the management ability, and not dwell on the "independence" of independent directors, independent directors inspired us to think of another sense of the role of identity.
But the same, we think that this view can be a problem. This view could make the independent director 's actual role and the original intention of setting up against. Independent director is the first for the supervision and check of large shareholders and management to coordinate the various interests, the rights and interests of the subjects and the establishment of independent directors, but emphasizes the role of managers and management ability, it is possible to ignore its "independence" and supervision and balance ability in the course of time, will make its attachment to the shareholders or the management, it is not likely on the shareholders or the management of some irregularities published independently or opposition, so that independent directors and internal directors almost no difference, contrary to the original intention of the establishment of the.
3.3, enhance corporate image role of significance and the limitations on
The independent directors of the role of one of the greatest significance is capable of shaping the image of enterprises, transfer the value of the enterprise. Because of information asymmetry in capital market, the enterprise choice of independent directors is to a certain extent that the company is in by high-quality professionals to undertake administrative, corporate governance is highly regarded, the corporate governance structure perfect, company executives to make a big decision is a regulatory balance. Therefore, the enterprise is investors can rest assured that the investment value of enterprises.
But, obviously, this role has a lot of defects. First of all, it will lead to the scarcity of independent director independent director the waste of human resources, knowledge and experience can be employed in the development of enterprises to make greater contribution, but because as enhance corporate image will lead to a waste of resources. Secondly, if the listed company's independent director just as enhance corporate image, then the company's major shareholders or the management behavior cannot be derived from an external independent director supervision and balance, its behavior is likely to infringe the rights and interests of outside investors.
4 independent directors in corporate governance should play the role of thinking
4.1 independent directors in corporate governance should be played the role of new ideas
Through the above has three main points of view of research, the author thinks on the basis of comparative analysis of independent directors in corporate governance should be able to get a more balanced and effective role. That is the supervision and decision-making supporters double role the organic combination of the new role. This can play independent director supervision and balance mechanism, and can play the function of decision support, but will not be as enhance corporate image and a waste of resources.
This paper argues that the independent director supervision and balance role is still his main role, because the independent directors is based on the supervision and balance the power monopoly, maintenance of other stakeholders rights and design. However, only the supervision is not enough, and decision support. Supervision and decision support are not the target, the shareholders, board of directors and management and other stakeholders interests as much as possible coordination, to ensure that the company effective operation, so that the whole enterprise value value just is a purpose. However, independent directors to play a new role requires certain conditions and follow certain principles.
4.2 new roles required conditions
First of all, the independent director should have certain autoimmune conditions. The author thinks that the independent director should have is the most important communication skills, independent directors can and large shareholders and management to communicate, to understand the independent director not to deliberately make things difficult for them, but for the sake of their own and the interests of enterprises and the supervision and restriction. Independent directors should be technical, legal, securities, finance or management experts, preferably having certain experience, and have enough time, energy and interest to perform their duties, which is independent of the new role of their basic conditions. In addition, the independent director plays decision support role but also have a certain decision-making ability and the inauguration of the enterprises located in the industry have a certain understanding of industry dynamics, to a certain degree.
Secondly, the independent director should have certain working conditions of guarantee. First, the independence of the independent director system is the core and soul of independent directors, is the basic attribute of independent directors plays its role, is the important guarantee of. Because it is only in a relatively independent identity can be objective and impartial supervision and published support suggestions, otherwise it could cause and internal rights interests of disputes and the loss of supervision and decision support. Specifically, the independent director should be independent economically that the independent directors should not and company may hamper their work economic ties; personality independent, namely independent director can according to their own information and knowledge to make independent judgments; rights independently namely independent director has his own rights. Second, independent directors to work it must have relevant information, the information of general management master. Therefore, to establish the company boss to independent director the disclosure of related information mechanism, regulations when what channel to provide information of independent directors, independent directors to play a new role information is necessary. Third, but also the establishment of an independent director 's work flow, the provisions of its how to begin the work, under what circumstances the veto cannot pass, what the situation of its recommendations must consider to adopt.
4.3 new role should follow the principle of analysis
( 1) new role should follow the principles of overall.
New role of supervision and decision support role of the organic combination of the double role. The author thinks the new role should be guided by the overall principles are both interaction, close contact, wherein the supervision as the main body, the decision support is the supervision of a supplement. Supervision as the main body, is because the independent directors of the original purpose is to meet the needs of corporate governance is the supervision of corporate control right of the owner, so that all parties to comply with the rules, do their duties, cooperate with each other, in order to ensure the normal operation of enterprise organization and sustainable development. However, only supervision is not enough, because may make independent director supervision cost is bigger, the effect is not good, and may make independent directors and shareholders, directors or management in internal contradictory state, conversely, if the former could provide some decision support for the latter. Then, some important decisions can from the beginning to some extent in accordance with the requirements of the independent directors, then late in the course of the decrease in supervision work. In addition, the independent director actively for the enterprise great and decision-making provide support, can shorten the distance with internal staff, thereby alleviating the internal personnel may exist between the tension, so that it can be viewed as supervision role of complement.
( 2) new role should follow the principle of part.
Specific to the supervision role, I think the most important principle is to handle the independent directors and the board of supervisors and the relationship between the board of supervisors, and cooperation in supervision. The board of supervisors is a board of directors, and board of directors parallel independent supervisory orgnaization, independent directors are board interior member, is subordinate to the board of directors of the internal supervisor. Members of the board of supervisors of the resolutions of the board of directors shall not have the right to vote, so its supervision is mainly manifested in the resolution of the board of directors through, using legal powers and functions conferred by the process of the company's financial, board of directors and management behavior of audit, investigation, it is afterwards supervision and external supervision. And independent director has the right to that damage of whole company and other stakeholders in the decision of the board of directors of veto, the supervision can be run through the whole process of the formation of the resolutions of the board of directors, and may not have very clear process, more depends on the specific situation and independent directors own judgment and sense of responsibility, is a things past and internal supervision.
As a result of both is essential supervision main body and both between existence is complementary. The independent directors shall make full use of their professional knowledge, technology and experience, the things compared to prior supervision of board of supervisors supervision more effective and low cost, and the board of supervisors collaboration division of supervision. Specifically, the independent directors should primarily on those involving the company long-term development strategy, the major capital operation and related transactions, major investment financing plan and investment combination scheme, major capital operation and specific property acquisition and major decision-making regulation, review and evaluation. Because of these important decision making supervision cost is larger and more difficult to supervise, the applicable prior supervision. In addition, these decisions relative to more professional experience or knowledge and information relative to the public. And the board of supervisors shall mainly oversee the review of company financial, board of directors and senior management personnel behavior and its compensation plan and assessment Award