Independent directors play a role in corporate governance analysis _ papers to write network

Papers to write net: Abstract: a comparative analysis of independent directors play a role in corporate governance have been three main perspectives of the three perspectives that the significance and limitations of the positive on the basis of independent directors in corporate governance should play a role in re-thinking, put forward its corporate governance checks and balances should be playing double role and decision-making supporters, the former as the main body, which is supplemented by new ideas, and analysis of the new role and the conditions needed for the principles to be followed.

Keywords: independent directors, the role of checks and balances by the decision-making supporters

1 Introduction
In August 2001, the Commission issued a <<listed companies on the establishment of an independent director, the guidance system>> government requires listed companies to amend the company charter, hire appropriate staff to act as independent directors, including at least one accounting professionals, on June 30, 2002, board members of listed companies at least two independent directors, in the June 30, 2003, before the board of directors of listed companies should include at least 1 / 3 of independent directors. These are our independent directors institutional development in the history of important provisions of the guidance, opinions issued over the past decade, the independent directors of listed companies in improving governance, protection of small shareholders, improve the modern enterprise system has played a role, has become the governance structure of listed companies in China need components. However, in recent years, the role of independent directors questioned by some, such as the directors do not appear "sensible," "human Directors"
The comments surrounding the controversy has also been an independent director, one of which is of independent directors in corporate governance play what roles. People from different point of view put forward their point of view, but it seems there are some limitations. Then independent directors in corporate governance should play what role would be more good? This article is a study based on the above arguments.

2 independent directors play a role in corporate governance has been the main points outlined in the
2.1 single independent directors role of checks and balances
Enterprise's equity, whether the relative concentration and relative dispersion, the firm will have monopoly control over the participants, their rights by virtue of their control and Information superiority for their own interests to act, violating the legitimate business interests of other stakeholders, the Almost no one the right checks and balances in the state is not conducive to corporate governance and business continuity business development, so the role of independent directors of checks and balances is to have a monopoly control over the participants to break their monopoly control over the state, inhibiting their opportunity behavior, it can not be free to jeopardize their rights against the other side of the border and the interests of the company that organized a harmonious and sustainable development. In addition, Cheung Kong (2002 likened the image to the independent directors of the sports field referee, independent directors duty is to correct violations to protect the game smoothly, Guo Qiang, Jiang Dongsheng (2003 from the perspective of corporate governance that the nature of the role of independent directors is the determination of short-term contracts and the marginal adjustment of people.

2.2 the role of independent directors of the manager
Main representative scholars Xie Deren, etc. Xie Deren (2005 based on principal-agent theory, the nature of independent directors is the manager, is the first agency of its own part of the problem, only with the agency problem between shareholders resolved to get better, independent directors could become an effective corporate governance mechanism, he recognized the logic of independent directors is an integral member of the board of directors, and because the Board still has to exercise control over the remaining business, then the exercise of independent directors and the company also has residual control rights, so independent directors and inside directors, as has become the business operators. Xie Zhihua (2005 also believes that independent directors on the nature of the first manager, agent part of the problem, do not have any so-called "independence", which is to be in operation The human capital advantage has joined the company contracts and the actual control of the remaining business of human capital owners.

2.3 independent directors to enhance corporate image of the role of
In this view because independent directors from outside the enterprise, they are generally out of office, as an independent director is just its part-time work, invest time and energy is very limited (in most cases is involved in several meetings a year), compared to inside directors and Information management at a disadvantage, it is almost impossible to challenge the status of internal control in Information directors and management, and the other because of some complex business needs of professional Economic decision-making, management, law, accounting knowledge or experience, and independent directors as Information or capacity constraints, they are difficult to make independent judgments, not to raise objections, but for some relatively simple business decision, independent directors are subject to certain interests because of their corporate controller, it is usually selected acquiescence So the optimal choice of independent directors can only be met from the formal legal requirements, corporate governance, as decorations, but also who is to enhance the corporate image.

Three pairs of points of view as well as the limitations of thinking about the meaning
3.1 Single checks and balances role and the limitations of thinking about the meaning
This role in corporate governance is important. First of all, I believe that the introduction of independent directors is a very important role in China's listed companies make up a gap in governance structure that is an agent of the board of supervisors by the general meeting of shareholders to the board and management checks and balances, and no principal in the largest shareholder supervision. Second, the independent Board of Directors were introduced, making the board's oversight function to effectively inhibit the "internal control" phenomenon, and thus to maintain the company and the interests of all stakeholders again, because the independent directors and major shareholders, management and directors within the boundaries clear, the former to the latter checks and balances to prevent their abuse of power, reducing their moral hazard.

However, we believe that only emphasized the role of independent directors of the checks and balances, there will be some problems: too much emphasis on checks and balances role, it would make independent directors and major shareholders, directors or management of the internal relationship between the disharmony and even conflict, thus making the independent directors to be isolated or even ostracized, the result will not play the role of checks and balances. In addition, if only emphasized the checks and balances, independent directors may make the checks and balances and checks and balances to put checks and balances as an end result of some of the through other means of avoiding oversight did not prevent, but lead to greater costs of their own checks and balances and effective.

3.2 The significance of the role of the manager and the existence of the limitations of thinking
Positive significance of this role is its deep extension of our system on the effectiveness of independent directors to think, inspired us to start thinking about independent directors and shareholders may exist between the principal - agent relationship, the independent director system of governance thinking behind the real effect of weakening reason the same time, it prompted us to pay more attention to the management capacity of independent directors, independent directors, rather than dwell on the "independence" issue, inspire us to think about the independent directors of another sense of the role of identity.

But equally, we believe that this view will create problems. This view has the potential to the actual role of independent directors to its original intention to establish the independent directors to oversee the checks and balances originally large shareholders and management, coordination of the various stakeholder interest in the establishment, but stressed the role of independent directors and management to managers, it is more likely to ignore its "independence" and ability checks and balances over time will make it dependent on the major shareholders or management, its also unlikely to major shareholders or management of certain violations to express an independent or opposition, so that independent directors and inside directors would be almost no difference, contrary to its establishment in mind.

3.3 to enhance the corporate image of the role of meaning and limitations of existing thinking
The role of independent directors of one of the greatest significance is the ability to shape the corporate image, pass the value of the enterprise, because of asymmetric Information in capital markets, companies have chosen the independent directors to a certain extent, that the company carried out by highly qualified people governance, corporate governance is highly valued, the corporate governance structure is sound and executives to make major policy decisions are checks and balances, therefore, investors can rest assured that business is a valuable business investment.

However, it is clear that the role of a deeply flawed. First, it will lead to scarce human resources, a waste of independent directors, independent directors of the acquired expertise and experience of the development of enterprises can be employed to make a large contribution However, as to enhance the corporate image will lead to waste of resources. Second, if the independent directors of listed companies to enhance corporate image just as those who, so the company's major shareholders or management of behavior can not be independent directors from outside the checks and balances, their behavior may violate the rights of outside investors.

4 independent directors in corporate governance should play the role of thinking in
4.1 independent directors in corporate governance should play the role of new ideas
Through the above have been three main perspectives on the study, the author on the basis of comparative analysis that the independent directors in corporate governance should be able to get a more balanced and effective role that checks and balances and the combination of decision-making role of supporters of the double new role. This will not only play the role of independent directors of the checks and balances, but also to play its decision support capabilities, but also enhance the corporate image will not be treated as a waste of those resources.

This paper argues that checks and balances of independent directors role is still his main role as independent directors itself is the monopoly of power based on checks and balances to safeguard the interests of other stakeholders designed, but only enough checks and balances, but also decision-making support. checks and balances, and decision support is not the purpose of the shareholders, board of directors and management of the interests of various stakeholders such as coordination, to ensure the effective operation, the value of the whole enterprise is the purpose of increasing the value, however, independent directors to play a good role requires a certain new conditions and follow certain principles.

4.2 new role required conditions
First, the independent directors have a certain amount of their own conditions. I believe that independent directors need to communicate with the first condition is that the ability of independent directors to be able to communicate with major shareholders and management is good to understand that independent directors not to deliberately create trouble for them , but to their own interests and the whole enterprise of its checks and balances of the independent directors should be technical, legal, securities, financial or management experts, preferably with some experience, and have enough time, energy directors' duties and interests to fulfill this new role of independent directors of its basic conditions. In addition, supporters of independent directors to play the role of decision-making but also have some decision making ability and the inauguration of the industry in which companies have a certain understanding, dynamics of the industry have a certain grasp.

Links to free download http://www.hi138.com Second, the independent directors have a certain degree of job security conditions. First, the independence of the independent director system is the heart and soul of the fundamental properties of independent directors, independent directors play an important role in protection of its own because it is only in a relatively independent of the identity checks and balances can be objective and impartial and published support for the proposal Otherwise, it may be due to the rights and interests of internal disputes and the loss of checks and balances of power and decision-making supportive. Specifically, the independent directors should be financially independent should be independent directors and the company that may interfere with their work of Economic exchanges, independent personality that independent directors according to their own grasp of the information and knowledge to make independent judgments on the rights of independent directors that have their own independent right to space. Second, the independent directors to work it must have the relevant information, which Information is generally mastered by the management, therefore, to establish a superior company to disclose relevant information to the independent directors of the mechanism, when the provisions of the channels to provide information to the independent directors, independent directors of information is a necessary condition for a new role to play third, but also establishment of an independent director of the workflow, how to carry out the provisions of its work, under what circumstances it can not be rejected, under what conditions the adoption of its recommendations must be considered.

4.3 new role should follow the principles of analysis
(A new role should follow the principle of the whole analysis.

New role is to oversee the role of checks and balances and the supporters of the double role of decision-making combination. I believe that the new role should follow the general principle is that the interaction between the two, close contact, which checks and balances as the main decision support is one of checks and balances kind of supplement. checks and balances as the main, because the original intention of setting up of independent directors is to meet the needs of the corporate governance checks and balances of corporate control of the owner, so that all parties abide by the rules, fulfill their responsibilities, work together to protect the enterprise proper and efficient operation of the organization and sustainable development, but only checks and balances is not enough, because the independent directors may make a larger monitoring costs, ineffective, and may make independent directors and major shareholders, directors or management in the internal opposing the state, on the contrary, prior to the latter if the former can provide some decision support. So, some of the most important decisions you can start from a certain extent in line with the requirements of independent directors, then reduced in the latter part of the process of checks and balances work. In addition, the independent directors take the initiative to provide support for the major decisions, you can narrow the distance with internal staff, and internal staff in order to alleviate the tensions that may exist between, so it can be seen as the role of checks and balances supplement.

(2 new role some of the principles to be followed in analysis.

Specific role for the checks and balances, I believe that important principle, the relationship between independent directors and the relationship between the Board of Supervisors, in cooperation with the Board of Supervisors checks and balances. Board of Supervisors is in addition to the board of directors, the board parallel with the independent oversight body, and within the board's independent directors are members, is subordinate to the board's internal watchdog. Supervisory non-voting members of the board of directors, which is mainly manifested in its supervision of the Board of Directors resolution, the use of legal powers and functions conferred by certain processes of the company's financial the board and management review of behavior, investigation, its supervision and external supervision are in fact, while they believe that independent directors have the right to damage the company's overall interests and other stakeholders for the resolution of the board of directors rejected the checks and balances is You can run through the whole process of the formation of the board of directors, and may not be very clear process, more depends on the specific situation and their own judgments independent directors and sense of responsibility, is a pre-, during and internal checks and balances.

Since both are critical checks and balances between the two main and complementary. So take advantage of independent directors should possess its own professional knowledge, skills and experience, to play its advance do the monitoring more effective than supervising board of supervisors and lower cost advantages, in collaboration with the board of supervisors to supervise the division of checks and balances. Specifically, the independent directors should be mainly for those involved in the company's long-term development strategy, major capital operation and related party transactions, major investments and portfolio financing program, a major capital operation and the specific property acquisitions and other major decisions to monitor, review and evaluation of these important decisions because the cost of supervising the larger and more difficult to monitor, it applies to a matter of oversight in advance. In addition, these decisions involve relatively more expertise or experience and the information is relatively open, while the supervisory board should oversee the review of corporate finance, directors and senior management actions and their salary
Incentive pay plans and assessment standards, because these decisions involve more internal affairs and the board of directors who, for external oversight. Independent directors should meet regularly with members of the board of supervisors to exchange information and inform each other, exchange experience and problems, consult solve problems and conflicts.

The role it for decision-making Zhi Chizhe: First, the independent directors should not organize its own internal thinking and management style impact given the advantages, from different angles, different ways of thinking to analyze and Research problems, to overcome internal staff by Siwei -set and management of problems caused by policy mistakes, which is the major decisions of independent directors to provide decision support for the concept. Second, the independent directors should rely on their understanding of the relevant theoretical knowledge, or experience a major decision for the enterprise provide management, technical, financial and other decision-making support, which is the role independent directors play a decision-making core of supporters reflects Finally, independent directors should have speak up courage and boldness to deal with the board of directors and their participation in board decision-making, the company development strategy, management, operation and other major issues to make their own independent judgments, which should be independent directors play a role in decision-making supporters of the premise, of course, supporters of independent directors play a role in decision-making but also in particular to adhere to a principle that can not forget their identity and functions to control and decision-support checks and balances between the degree of corporate insiders can not be assimilated and lost myself.

5 Summary
Independent directors is based on the need to introduce corporate governance, but its corporate governance role should be is a controversial and worthy subject of study. In this paper, independent directors play a role in corporate governance have been three main perspectives of the positive significance of and the limitations of thinking discarded, based on the analysis of obtained independent directors in corporate governance should play a new role in a balanced and effective checks and balances and that the supporters of the role of decision-making combination. checks and balances are the main role living in the dominant position of decision-making role of the former supporters of an effective supplement to the interaction between the two, is a means to achieve a common goal.

Of course, this study may also have limitations, the independent directors in corporate governance may also play other roles in this paper that the new role of checks and balances and decision support in practice and grasp how integration and its effective utilization in practice have yet to be studied.

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