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On the independent director system


Destruction of the behavior of independent directors to perform their duties of supervision. 4. Self-regulation of independent directors of listed companies with the gradual improvement of governance structure, the number of independent directors will be more and more, the live status of listed companies will be increasingly important as a new group, do not fz ~ 't- supervision of the Ministry is very important and independent directors should also be emphasized self-discipline. j worm of self-regulation of independent directors by independent directors of the major associations and independent directors to implement their own. Independent Directors Association is composed of independent directors to participate in all social groups, associations organizations for the Council, members elected by all the independent directors. Independent Directors Association's role is to strengthen the independent director system, standardize the practice of independent directors. Association of Independent Directors Independent directors should regularly examine and including the level of assessment practice, knowledge assessment, professional ethics examination,[link widoczny dla zalogowanych], the examination of independent directors should be given good material or spiritual reward, independent directors who fail the assessments should be criticized or even disqualification punishment. Independent directors should also include self-discipline, learning through practice and then continue to their 5. Remuneration of independent directors remuneration of independent directors is a problem caused widespread concern and discussion of the topic, but it also directly affect the independence of independent directors. Remuneration of independent directors of the main problems related to the following aspects: First, pay sources, and second, pay the amount in question, the three independent directors is the work of performance pay and the correlation problem. Remuneration of independent directors not directly from the company, but taken by the company management or independent directors to the Association of independent directors on a regular basis to pay a fixed fee, and then employed by the independent directors to pay salaries. To make the work of the independent directors of the normal fee collection should be given a legal guarantee of remuneration of independent directors should be divided into two parts,[link widoczny dla zalogowanych], one part is fixed, the other is the part related to job performance. In order to ensure truly independent directors to achieve and work hard to maximize shareholder value, given a fixed remuneration of independent directors should not be too high,[link widoczny dla zalogowanych], given the independent directors associated with the performance of a larger proportion of remuneration should be, which includes stock options and year-end target of interest associated with the completion of performance incentives. 6. Independent Director Nomination, election and replacement of listed company board of directors, supervisors,[link widoczny dla zalogowanych], individually or jointly hold shares in listed companies issued more than 5% of the shareholders may propose candidates for independent directors. And general meeting of shareholders the election decision. Independent director nominees shall be obtained before the nomination the consent of the nominee. The nominee should be listed on their own and do not have any effect between the independent and objective to determine the relationship between their public statements. In the election of independent directors of the shareholders meeting,[link widoczny dla zalogowanych], board of directors of listed companies shall be published in accordance with the provisions of the above. Listed company shall submit the company is located above the same time institutional reform CSRC's stock traded stock for the record. The location of listed companies of CSRC on the independent directors elected recognized the independence of the independent directors of listed companies each with the other directors for the same period, the incumbent expires, reelection, but the term shall not exceed six years. Before the expiry of the independent directors shall not be removed without cause. Early removal, removal of independent directors of listed companies should disclose the matter to be disclosed as a special, independent directors may resign before the expiry. Resignation of Independent Directors shall submit a written resignation to the Board of Directors, the resignation of any cause related to or considered it necessary to pay attention to shareholders and creditors, explain the situation. In summary, the eight independent directors of listed companies cited the system, the establishment of the independent directors to play an effective role in the practical reasoning on the assumption. Are truly independent directors to play its due role to assume the integrity of all shareholders and due diligence, in addition to construction of independent director system itself, but also depends on whether there is a fully functioning independent directors a strong governance environment. The reason why foreign effective independent director system is to market more fully, the market system is sound, there is a more extensive and effective entrepreneurs market, mostly with independent directors but also the quality of entrepreneurs, most of their careers, experienced enough the industry's elite. The selection of a relatively smooth market mechanisms and market instruments, market selection and market competition makes the reputation mechanism can play a role in the formation and, incentive and restraint mechanisms to promote the independent directors of the faithful and prudent to perform its functions. At present, independent directors on the board in the proportion is still too low. Insufficient to give full play to the role of independent directors, is to respect the views of independent directors is largely perceived by the major shareholders, and not bound by the system. Since this system is established, it should make it really work. ◇ [Editor: Dan] 31
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