중국 상장회사 사외이사제도에 관한 연구

Study on the System of Independent Directors in China’s Listed Companies

As a newly-dopted system, the system of independent director is aimed at solving the problem of “one-stock-prestige” and regulating the action of the listed companies, while protecting the interest of the medium and moderate investors. Although there are some deficiency and problems in its setting and practice, we cannot deny the system itself. This paper makes some proposals on the issues such as qualification of the independent directors; rights and obligations; mechanismof inspiring and duty; relation between the independent and the board of supervisors. China has not yet formed a mature independent director market, the produce and exit mechanisms, incentive and restraintmechanisms of independent director are not perfect, and it requires constant exploration in practice to establish a modern enterprise system and introduce the independent director system to play its function. Therefore, there have important practical significance to study and improve Chinese system of independent directors.